Morgan Fong
General Counsel and Secretary at CART
Executive
About Morgan Fong
Morgan Fong, 49, is General Counsel (since 2016) and Corporate Secretary (since December 2020) of Instacart (Maplebear Inc.). He previously served as Director of Legal (2015–2016); before Instacart he was Director and Senior Corporate Counsel at Trulia (2013–2015) and an attorney at Fenwick & West (2004–2013) and Wilson Sonsini (2000–2004). He holds a B.A. in Economics and East Asian Studies from Yale and a J.D. from UC Berkeley School of Law . Company performance context for 2024: revenue $3,378M (+11% YoY), GTV $33,461M (+10% YoY), adjusted EBITDA $885M (+38% YoY), GAAP net income $457M; the 30‑day VWAP at year‑end 2024 was $42.82 and cumulative TSR value for a $100 investment since trading start was $122.91 .
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Instacart (Maplebear Inc.) | General Counsel | 2016–present | Not disclosed |
| Instacart (Maplebear Inc.) | Secretary | Dec 2020–present | Not disclosed |
| Instacart (Maplebear Inc.) | Director of Legal | 2015–2016 | Not disclosed |
| Trulia, Inc. (Zillow Group subsidiary) | Director & Sr. Corporate Counsel | 2013–2015 | Not disclosed |
| Fenwick & West LLP | Attorney | 2004–2013 | Not disclosed |
| Wilson Sonsini Goodrich & Rosati | Attorney | 2000–2004 | Not disclosed |
External Roles
No external public company directorships or outside roles disclosed for Mr. Fong in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 500,000 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | 360,000 (discretionary cash) | 1,165,000 (discretionary cash for FY22 + restricted cash installments) | 625,000 (restricted cash installments) |
Notes:
- Instacart did not utilize its executive cash bonus plan for NEOs in 2024; no formal annual cash bonus was paid under a plan to NEOs in 2024 .
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual/payout | Vesting |
|---|---|---|---|---|---|
| Annual performance cash bonus (2024) | N/A (plan not used) | — | — | Not applicable | — |
| RSUs (time‑based) | Service (retention) | N/A | N/A | Granted; see equity tables below | Quarterly installments per award terms |
| PSUs | None disclosed for Mr. Fong | — | — | — | — |
Key design features:
- Executive pay emphasizes long‑term equity (predominantly RSUs) with no 2024 annual cash bonus plan usage for NEOs; company prohibits hedging/pledging and maintains Dodd‑Frank/SOX clawback policies .
Equity Ownership & Alignment
- Prohibition on hedging and pledging applies to all employees and officers; no pledging disclosed for Mr. Fong .
Beneficial Ownership (as of March 15, 2025)
| Holder | Total beneficial shares | Composition detail | Ownership % |
|---|---|---|---|
| Morgan Fong | 309,602 | 78,567 common shares + 231,035 options exercisable within 60 days | <1% |
Outstanding Equity and Vesting Detail (as of Dec 31, 2024)
| Award | Grant date | Unvested RSUs (#) | Market value at 12/31/24 ($) | Vesting schedule / terms |
|---|---|---|---|---|
| RSU | 9/15/2020 | 3,032 | 125,586 | Final installment vests Jan 1, 2025 |
| RSU | 7/1/2021 | 8,100 | 335,502 | Three equal quarterly installments remaining |
| RSU | 4/16/2022 | 26,388 | 1,092,991 | Six equal quarterly installments remaining |
| RSU | 5/1/2023 | 35,133 | 1,455,209 | Two equal quarterly installments remaining |
| RSU (Refresh) | 4/17/2024 | 108,301 | 4,485,828 | Nine equal quarterly installments remaining |
| Stock option | 5/16/2017 | — | — | 231,035 options exercisable; strike $7.32; expiration 5/16/2027 |
- Aggregate RSU vesting cadence is quarterly across multiple awards through at least Q1 2027, which can create regular liquidity windows; company policy prohibits hedging/pledging .
2024 Realized Equity Activity
| Type | Quantity | Realized value ($) | Notes |
|---|---|---|---|
| RSUs vested | 182,459 | 6,352,124 | Value = shares vested × closing price on vesting date |
| Options exercised | 40,000 | 1,111,593 | Value = spread at exercise |
Employment Terms
- Severance/Change‑in‑Control: Mr. Fong participates in Instacart’s Severance and Change in Control Plan. Upon involuntary termination (without cause or for good reason): 12 months’ base salary, up to 12 months COBRA premiums, and pro‑rata acceleration of the next time‑based vesting tranche; upon qualifying terminations in connection with a change in control (double‑trigger): 100% acceleration of outstanding time‑vesting equity awards .
- Estimated benefits if event occurred on Dec 31, 2024 (price $41.42):
- Involuntary termination outside CIC: $500,000 cash; $18,635 COBRA; $959,371 equity acceleration .
- Involuntary termination in connection with CIC: $500,000 cash; $18,635 COBRA; $7,495,116 equity acceleration .
- Death/disability: $7,369,530 equity acceleration .
Other policies:
- Clawback: Dodd‑Frank‑compliant incentive compensation recoupment policy applies to current and former executive officers for restatements; SOX 304 reimbursement may apply to CEO/CFO as required .
- Hedging/pledging: Prohibited for all employees and officers .
Compensation Structure Analysis
- 2024 mix: $500k base salary, $6.30M RSUs (refresh award), and $625k in restricted cash installments (originally tied to 2023 refresh award); no annual performance cash bonus plan used for NEOs in 2024 .
- Trend: Shift toward RSUs rather than options (older option from 2017 remains; equity refreshes are RSUs vesting quarterly), aligning retention with service-based vesting while limiting use of cash bonuses in 2024 .
- Shareholder alignment backdrop: Say‑on‑pay approval exceeded 99% at the 2024 annual meeting; compensation peer group spans 18 scaled tech/marketplace companies used for benchmarking .
Investment Implications
- Alignment: Fong’s comp is predominantly equity via multi‑year RSUs that vest quarterly across several grants, creating ongoing alignment with share price performance and providing retention hooks through at least 2026–2027; hedging/pledging is prohibited and clawbacks are in place, which is governance‑friendly .
- Selling pressure: Quarterly RSU vesting across multiple awards (e.g., 108,301 unvested shares from the 2024 grant and remaining tranches from 2023/2022 grants) can create periodic liquidity windows; 182,459 shares vested in 2024 and 40,000 options were exercised, highlighting an active vest/realization cadence typical for senior officers .
- Retention risk: Participation in the Severance/CIC Plan with double‑trigger acceleration and significant unvested RSU overhang (aggregate unvested RSUs as of 12/31/24 across grants) reduce near‑term retention risk; estimated CIC equity acceleration value for Fong was ~$7.50M as of 12/31/24 .
- Pay‑for‑performance: With no 2024 annual performance cash bonus and no PSUs for Fong, incentive leverage is primarily from stock price exposure via RSUs; this places greater emphasis on share performance and overall company fundamentals (FY24 revenue +11% YoY; adjusted EBITDA +38% YoY; positive net income) rather than formulaic annual cash metrics for this role .