Fidji Simo
About Fidji Simo
Fidji Simo, 39, is Chief Executive Officer (since Aug 2021), President (since Dec 2021), Chair of the Board (since Sept 2023), and has served on Instacart’s Board since Jan 2021. She previously led the Facebook App at Meta (2019–2021) and was Strategy Manager at eBay (2007–2011). She holds a Masters of Management from HEC Paris and completed the final year of her program at UCLA Anderson School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | Head of the Facebook App; senior product leader | Jan 2011–Aug 2021 (Head of Facebook App from Mar 2019) | Led a team of ~6,000; responsible for flagship product development |
| eBay, Inc. | Strategy Manager | 2007–2011 | Strategy execution in e-commerce |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Shopify Inc. | Director | Public | Current board service |
| OpenAI, L.L.C. | Director | Private (LLC) | Current board service |
Board Governance
- Board structure: Classified board with three-year staggered terms; Simo is a Class I director with term expiring at the 2027 annual meeting .
- Leadership: Combined CEO/Chair; Lead Independent Director is Lily Sarafan to counterbalance combined role and lead executive sessions and evaluations .
- Committee memberships: Simo is not listed on Audit, Compensation, or Nominating & Corporate Governance committees; Audit (Dolan—Chair, Levien, Moritz); Compensation (Gupta—Chair, Levien, Sarafan, Sundheim); Nominating & Corporate Governance (Moritz—Chair, Gupta, Sarafan) .
- Independence: Board determined independence for non-management directors; Simo is CEO/Chair and not classified as independent .
- Attendance: In the last fiscal year, the Board met five times; each director attended at least 75% of Board and committee meetings for their service periods; Audit met five times, Compensation five times, Nominating three times .
Fixed Compensation
| Element | Amount | Effective Date | Notes |
|---|---|---|---|
| Base Salary (CEO) | $1,000,000 | Apr 1, 2024 | Increased to recognize contributions and remain market competitive; CEO cash comp still below peer median per proxy . |
| Annual Cash Bonus | None | FY2024 | No formal performance cash bonus plan for NEOs in FY2024 . |
Performance Compensation
| Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| CEO Refresh RSU Award | Apr 17, 2024 | 1,257,686 | $45,716,887 | 3 years; 1/12th quarterly, subject to continued service | Consolidates 2024–2025 annual RSUs into a 3-year structure to enhance alignment and retention . |
| Prior RSU Award | Aug 2, 2021 | 180,000 unvested as of 12/31/24 | $7,455,600 market value at $41.42 | Remaining vests in six equal quarterly installments after 12/31/24; acceleration on certain terminations/CoC | New hire RSU mechanics and acceleration provisions . |
| 2022 CEO PSU Award | Dec 7, 2022 | Up to 1,200,000 total (PSU award); 300,000 vested at IPO; 180,000 vested Nov 2024; 240,000 and 480,000 tranches remain | $29,822,400 payout value for unearned shares as of 12/31/24 | Stock price goals (30-Day VWAP): $43.32 (met, 180k vested), $57.76, $86.64; performance period up to 5 years; 1-year post-vest holding requirement | November 2024: amended goals from market cap to stock price to address share count changes and maintain intent; targets remain challenging per committee . |
PSU Performance Metrics and Status
| Tranche | Metric Type | Target (30-Day VWAP) | Status | Shares Vested | Vesting Timing |
|---|---|---|---|---|---|
| Tranche 1 | IPO Effectiveness | N/A | Achieved | 300,000 | Upon IPO (Sept 2023) |
| Tranche 2 | Stock Price | $43.32 | Achieved | 180,000 | Nov 2024 |
| Tranche 3 | Stock Price | $57.76 | Not yet met | — | Within performance window |
| Tranche 4 | Stock Price | $86.64 | Not yet met | — | Within performance window |
Clawbacks, Hedging/Pledging
- Clawbacks: SARBOX 304 reimbursement potential for misconduct-related restatements; Dodd-Frank/Nasdaq Incentive Compensation Recoupment Policy effective for incentive comp received on/after Oct 2, 2023 .
- Hedging/Pledging: Insider Trading Policy prohibits hedging, short sales, derivatives, and pledging/margin accounts for employees and directors .
Severance & Change-of-Control
- Offer letter: If involuntary termination without cause or resignation for good reason (outside CoC window), cash severance equal to 24 months’ base salary plus up to 24 months COBRA reimbursement; RSU acceleration of (i) new hire RSU shares scheduled to vest over next 18 months (or 24 months if post-qualifying CoC agreement date), and (ii) any then-unvested annual awards vesting in full; if within the 6 months before to 12 months after a CoC, new hire RSU and any annual awards vest in full .
- PSU CoC mechanics: Stock price measured immediately prior to CoC closing; if goals achieved, PSU shares vest. If termination without cause/for good reason within three months prior to CoC, PSU remains outstanding to give effect to potential CoC vesting .
- Potential payments (illustrative as of 12/31/24): Cash severance $2,000,000; health benefits $41,844; equity acceleration valued at $24,820,052 (outside CoC) or $46,525,637 (in CoC or death/disability), based on $41.42 per share .
Other Directorships & Interlocks
| Director | Other Board | Role | Potential Interlock/Notes |
|---|---|---|---|
| Fidji Simo | Shopify Inc. | Director | CEO external public directorship; Instacart guidelines limit CEO to ≤1 additional public board without Board approval—compliant . |
| Fidji Simo | OpenAI, L.L.C. | Director | Private company board . |
- Significant stockholders affiliated with sitting directors: D1 Capital (Sundheim) >5%; Sequoia Capital (Gupta) >5%; Apoorva Mehta >5%; registration rights under investor rights agreement; Audit Committee/independent committees review related-party transactions per policy .
Expertise & Qualifications
- Deep technology/product leadership; led Meta’s flagship Facebook App; extensive consumer internet experience .
- Formal management education (HEC Paris; UCLA Anderson year) .
- Board leadership experience across public and private tech entities (Shopify, OpenAI) .
Equity Ownership
| Item | Amount | Date/Valuation | Notes |
|---|---|---|---|
| Beneficial Ownership (Common) | 668,134 shares | As of Mar 15, 2025; 263,453,104 shares outstanding | Reported under SEC beneficial ownership rules; address c/o Instacart . |
| Unvested RSUs (2024 refresh) | 943,265 shares | Market value $39,070,037 at $41.42 close (12/31/24) | 3-year quarterly vesting . |
| Unvested RSUs (2021 award) | 180,000 shares | Market value $7,455,600 at $41.42 (12/31/24) | Remaining vests in six quarterly installments . |
| PSU unearned shares | 720,000 shares | Market/payout value $29,822,400 at $41.42 (12/31/24) | Subject to 30-Day VWAP targets; post-vest 1-year holding requirement . |
| Policy on pledging/hedging | Prohibited for directors/employees | N/A | Insider Trading Policy restrictions . |
Insider Trades (recent examples)
| Date | Transaction | Shares | Price/Range | Source |
|---|---|---|---|---|
| Feb 3, 2025 | Sale | 13,349 | $46.7429 (weighted avg; multiple executions) | |
| Feb 3, 2025 | Sale | 7,401 | $47.6778 (weighted avg; multiple executions) | |
| Nov 12, 2025 | Sale | 4,065 | Multiple prices $39.59–$49.09 (weighted avg reported) |
Note: Form 4 filings reflect transaction-specific beneficial holdings and may differ from proxy-table snapshots due to timing and RSU/PSU activity .
Governance Assessment
- Independence: Simo is not independent (CEO/Chair). Board compensates with a Lead Independent Director who presides over independent sessions and evaluations, preserving oversight balance .
- Committee roles: No committee memberships for Simo; independent directors staff all three key committees per Nasdaq rules—reduces conflicts in audit/compensation oversight .
- Pay-for-performance alignment: Compensation is heavily equity-based; no annual cash bonus in 2024; three-year RSU grant improved retention/alignment; PSU goals tied to 30-Day VWAP stock price with post-vest holding—strong linkage to shareholder returns .
- PSU amendment (November 2024): Changed market cap goals to stock price targets; committee rationale cites share repurchases distorting market cap targets. While not an option repricing, any modification of performance conditions warrants monitoring; committee asserts targets remain challenging and aligned to value creation .
- Clawbacks and risk controls: Robust clawback policies (SOX 304; Dodd-Frank/Nasdaq) and prohibitions on hedging/pledging reduce misalignment risk .
- Severance/CoC: CEO protections include 24 months’ salary and significant equity acceleration (potential value >$46.5M as of 12/31/24 under CoC scenarios). Investors should monitor potential double-trigger outcomes and dilution/realizable pay implications in transactional contexts .
- Board engagement: Board and committees met frequently; directors met attendance thresholds; combined CEO/Chair structure reviewed periodically; Lead Independent mitigants in place .
- Shareholder feedback: 2024 say‑on‑pay support >99% indicates strong investor endorsement of executive comp design to date .
- Interlocks/ownership concentration: >5% holders affiliated with sitting directors (D1/Sundheim; Sequoia/Gupta) plus founder holdings; Related Person Transactions Policy and Audit Committee oversight mitigate conflict risk—continue surveillance of transactions and committee independence .
Other Directorships & Interlocks
| Person | Company | Role | Committee Positions |
|---|---|---|---|
| Fidji Simo | Shopify Inc. | Director | Not disclosed in CART proxy |
| Fidji Simo | OpenAI, L.L.C. | Director | Not disclosed in CART proxy |
Board Governance (Committee Detail)
| Committee | Members | Chair | Key Responsibilities |
|---|---|---|---|
| Audit | Victoria Dolan, Meredith Kopit Levien, Michael Moritz | Victoria Dolan | Oversees accounting/financial reporting, internal control, auditor selection, related‑party transactions, risk incl. cybersecurity/data privacy/AI; prepares audit report . |
| Compensation | Ravi Gupta, Meredith Kopit Levien, Lily Sarafan, Daniel Sundheim | Ravi Gupta | Oversees executive/director compensation, equity/severance/CoC plans, HCM, succession planning . |
| Nominating & Corporate Governance | Michael Moritz, Ravi Gupta, Lily Sarafan | Michael Moritz | Board composition, chairmanship recommendations, governance guidelines, ESG/sustainability, board evaluations . |
Director Compensation (Non-Employee Policy; Simo excluded as employee director)
| Component | Amount | Effective |
|---|---|---|
| Board retainer | $50,000 cash annually | Jan 1, 2025 |
| Lead Independent/Independent Chair | $30,000 cash annually | Jan 1, 2025 |
| Audit member/Chair | $15,000 / $25,000 cash annually | Jan 1, 2025 |
| Compensation member/Chair | $10,000 / $20,000 cash annually | Jan 1, 2025 |
| Nominating member/Chair | $7,500 / $15,000 cash annually | Jan 1, 2025 |
| Initial RSU grant | $250,000 grant-date fair value; 3-year annual vest | Upon appointment |
| Annual RSU grant | $250,000 grant-date fair value; vests by next annual meeting or one year | Each annual meeting |
| Note | Simo (CEO) receives no additional director compensation | FY2024 policy |
Governance Policies
- Corporate Governance Guidelines: CEO limited to serving on no more than one additional public company board absent Board approval; directors advised to notify Nominating Committee of external board invitations .
- Insider Trading Policy: Detailed prohibitions; filed as Exhibit 19.1 to Annual Report .
Related-Party Transactions Oversight
- Policy: Transactions >$120,000 with directors/executives/5% holders reviewed/approved by Audit Committee or independent committee; factors include independence, market terms, and extent of interest .
- Significant holders: D1 Capital (Sundheim) ~14%; Sequoia Capital (Gupta) ~11%; Apoorva Mehta ~10%; registration rights described in investors’ rights agreement .
Performance & Shareholder Signals
- Pay-versus-performance: 30‑Day VWAP designated as most important measure linking compensation actually paid to performance in FY2024; charts and discussion included in proxy .
- Say‑on‑pay: >99% support in 2024, with annual advisory vote cadence continuing in 2025 .
Equity Ownership (Summary Snapshot)
| Holder | Shares Beneficially Owned |
|---|---|
| Fidji Simo | 668,134 |
RED FLAGS and Watch Items
- Combined CEO/Chair: Potential concentration of power; mitigated by Lead Independent Director role and independent committees—monitor continued effectiveness .
- PSU award modification: While rationale is detailed, altering performance conditions can be controversial—track future vesting outcomes versus shareholder value creation .
- Robust CoC/severance equity acceleration: Significant potential payouts—evaluate alignment and shareholder dilution under various scenarios .
- Ownership concentration via director‑affiliated funds: Maintain oversight of any transactions and committee independence .