Meredith Kopit Levien
Director at CART
Board
About Meredith Kopit Levien
Meredith Kopit Levien (age 54) has served as an independent director of Maplebear Inc. (Instacart) since October 2021. She is President & CEO and a director of The New York Times Company, with prior senior roles spanning advertising, revenue, and operations; she holds a B.A. from the University of Virginia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The New York Times Company | Executive Vice President, Advertising | 2013–2015 | Senior commercial leadership |
| The New York Times Company | Executive Vice President & Chief Revenue Officer | 2015–2017 | Oversaw revenue functions |
| The New York Times Company | Executive Vice President & Chief Operating Officer | 2017–2020 | Led operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The New York Times Company | President & Chief Executive Officer; Director | 2020–present | Public company board service |
Board Governance
- Independence: The Board affirmatively determined that Levien is independent under Nasdaq listing standards .
- Committees: Member, Audit Committee (Victoria Dolan, Chair; Levien; Michael Moritz) ; Member, Compensation Committee (Ravi Gupta, Chair; Levien; Lily Sarafan; Daniel Sundheim) . Not on Nominating & Corporate Governance Committee .
- Attendance: In FY2024, the Board met 5 times; Audit 5; Compensation 5; Nominating 3. Each director attended at least 75% of Board and applicable committee meetings; 6 of 8 then-current directors attended the 2024 annual meeting .
- Board leadership: CEO Fidji Simo serves as Chair; Lead Independent Director: Lily Sarafan, who presides over independent director sessions and performance evaluations .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, related party transactions, legal/regulatory compliance, cybersecurity and AI risks .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $79,093 | Per Director Compensation Table |
| Annual Board Retainer (from Jan 1, 2025) | $50,000 | Non‑employee director policy amended Nov 2024 |
| Lead Independent Director Retainer (2025) | $30,000 | Increased from $25,000 pre‑Nov 2024 |
| Audit Committee Member Retainer (2025) | $15,000 | Chair: $25,000 (in lieu of member retainer) |
| Compensation Committee Member Retainer (2025) | $10,000 | Chair: $20,000 (in lieu) |
| Nominating & Governance Member Retainer (2025) | $7,500 | Chair: $15,000 (in lieu) |
Performance Compensation
| Component | FY2024 Value/Quantity | Vesting/Terms |
|---|---|---|
| Stock Awards (ASC 718 fair value) | $211,524 | Director RSUs; time‑based vesting |
| Unvested RSUs Outstanding (12/31/2024) | 6,841 | From director RSU program |
| Initial RSU Grant (policy) | $250,000 | Vests in equal annual installments over 3 years |
| Annual RSU Grant (policy) | $250,000 | Vests fully by next annual meeting or 1‑year anniversary |
| Change‑in‑Control (policy) | Full vesting of director RSUs | Upon Change in Control, subject to service through event |
No performance‑based (PSU/option) compensation is disclosed for directors; RSU awards are time‑based under the non‑employee director policy .
Other Directorships & Interlocks
| Relationship | Details | Potential Conflict Considerations |
|---|---|---|
| The New York Times Company (Levien is CEO & director) | Instacart entered a commercial agreement in March 2024 for marketing/licensing; expected payments ≈ $8 million over the term | Related party transaction exceeds $120k threshold; Audit Committee oversees related party reviews per policy |
Expertise & Qualifications
- Media and advertising expertise with executive leadership across revenue and operations; selected for Instacart’s Board for extensive industry experience .
- Audit Committee literacy: Board determined Audit Committee members, including Levien, can read and understand fundamental financial statements; overall audit independence criteria satisfied .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (as of 3/15/2025) | 12,033 shares (<1%) |
| Unvested RSUs (12/31/2024) | 6,841 |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
-
Strengths
- Independent director with relevant operating experience; sits on Audit and Compensation—key governance committees .
- Attendance threshold met; Board maintains Lead Independent Director structure and independent executive sessions .
- Director pay structure balanced: cash retainers plus equity aligned to shareholder interests; no hedging/pledging allowed; CI‑triggered RSU acceleration standard for directors .
- Formal related person transactions policy and Audit Committee oversight reduces conflict risk .
-
Watch items / RED FLAGS
- Related party exposure: $8 million marketing/licensing agreement with The New York Times while Levien is CEO and director there; ensure robust recusal and Audit Committee review on initiation and ongoing performance .
- Dual committee memberships (Audit and Compensation) heighten responsibility where counterparties involve directors’ outside affiliations; continued monitoring of approvals and independence determinations is warranted .
- Ownership alignment is modest (<1%); continued annual RSU grants help alignment, but monitor adherence to any future director stock ownership guidelines (not disclosed) .
Say‑on‑pay context: While not specific to director pay, Instacart’s first advisory vote on executive compensation in 2024 received over 99% support, indicating strong investor alignment on compensation philosophy .