Andrew Bosworth

About Andrew Bosworth

Andrew Bosworth is Meta’s Chief Technology Officer (CTO) since 2022; he joined the company in 2006 and previously led Reality Labs. He is 43 and holds an A.B. in computer science from Harvard University . Company performance context during his senior leadership tenure includes 2024 revenue of $164.5B (+22% YoY) and operating margin of 42% , and cumulative TSR value of 286.35 in 2024 per SEC “pay versus performance” disclosures . Meta’s 2024 priorities and achievements informing executive bonus outcomes included scaling Meta AI, launching Llama 3, and solid growth across family of apps (3.3B family DAP), with the compensation committee assigning a 125% company performance factor for the year .

Past Roles

Organization	Role	Years	Strategic Impact
Meta Platforms, Inc.	Chief Technology Officer	2022–present	Senior leadership over technology roadmap, AI and platforms; role tied to company-wide priorities (AI, wearables) used in bonus outcomes
Meta Platforms, Inc.	Vice President, Reality Labs	2017–2022	Led AR/VR Reality Labs segment during build-out of metaverse/wearables strategy highlighted in governance narrative
Meta Platforms, Inc.	Various positions	2006–2017	Multiple engineering/product roles contributing to core platform development

External Roles

Organization	Role	Years
None	—	—

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	896,738	936,346	985,385 (actual earnings)
Target Bonus (%)	75%	75%	75%
Company Performance Factor (%)	—	—	125%
Bonus Paid ($)	714,588	1,053,392	923,799
All Other Compensation ($)	140,101	11,250	14,000
Total Compensation ($)	20,261,878	23,494,034	23,594,826

Notes:

2024 base salary approved was $995,000 (effective Q1 2024) with executives’ base salaries moved toward peer medians; target total cash remained bottom–15th percentile vs peers .

Performance Compensation

Incentive Type	Metric(s)	Weighting	Target	Actual/Payout	Vesting
Annual Cash Bonus	Company priorities (Build awesome things; Make business successful; Societal progress; Tell our story)	No specific weights	75% of base salary	Company performance factor 125% → $923,799 payout	Annual cash, paid following year-end
RSUs (2024 grant)	Service-vested only	n/a	42,870 units; grant-date FV $21,671,642	n/a	1/16 vest starting Feb 15, 2026; quarterly thereafter
RSUs (2023 grant)	Service-vested only	n/a	61,119 units (outstanding at 12/31/24)	n/a	1/16 vest starting May 15, 2023; quarterly thereafter
RSUs (2022 grant)	Service-vested only	n/a	27,352 units (outstanding at 12/31/24)	n/a	1/16 vest starting May 15, 2022; quarterly thereafter
RSUs (2021 grant)	Service-vested only	n/a	18,882 units (outstanding at 12/31/24)	n/a	1/16 vest starting Feb 15, 2022; quarterly thereafter
RSUs (2018 grant)	Service-vested only	n/a	21,914 units (outstanding at 12/31/24)	n/a	1/20 vest starting Feb 15, 2021; quarterly thereafter

Additional equity context:

2024 initial equity value set at $20,000,000 equating to 42,870 RSUs at a $466.53 calibration value; vest start for Bosworth deferred to 2/15/2026 to enhance retention .
2024 RSU grant-date fair value per ASC 718 was $505.52/share; total $21,671,642 .

Equity Ownership & Alignment

Item	Detail
Total beneficial ownership	102,070 Class A shares; <1% of outstanding and voting power
Ownership breakdown	11,321 Class A directly; 66,329 via Andrew Bosworth Living Trust; 24,420 RSUs releasable within 60 days of April 1, 2025
Unvested RSUs at 12/31/2024	21,914 (2018); 18,882 (2021); 27,352 (2022); 61,119 (2023); 42,870 (2024)
Options outstanding	None disclosed (program primarily RSUs)
Stock ownership guidelines	Execs must own lesser of 24,400 shares or $4.0M value by later of Sept 2023 or 5 years from becoming an executive; all execs met or are within permitted attainment period
Hedging/pledging	Company prohibits hedging, short sales, margin accounts; pledging prohibited unless otherwise approved by the committee . No Bosworth pledging disclosed
Vested vs unvested	Significant unvested RSUs remain across 2018–2024 grants (see counts above), supporting ongoing alignment and potential selling cadence upon quarterly settlements

Employment Terms

Term	Detail
Start as CTO	Offer letter effective March 2022; at-will employment
2024 Base salary	$995,000 (approved level; actual earnings reflect timing)
Bonus program	Eligible; target 75% of base; payout formula = Base Eligible Earnings × Target % × Company Performance %
Severance	No executive-specific severance or change-in-control acceleration; beneficiaries may cash-out unvested RSUs upon death up to $2,000,000
Change-in-control (plan terms)	Awards typically assumed/substituted; if not assumed, acceleration and limited exercise window may apply; repricing prohibited without shareholder approval
Clawback	Compensation Recoupment Policy for restatements per SEC rules (10-K Exhibit 97.1)
Perquisites	Patent award ($2,500 in 2024), 401(k) match ($11,500 in 2024); no tax gross-ups disclosed for Bosworth

Multi-Year Compensation Summary

Component ($)	2022	2023	2024
Salary	896,738	936,346	985,385
Bonus	714,588	1,053,392	923,799
Stock Awards (FV)	18,510,451	21,493,046	21,671,642
All Other Compensation	140,101	11,250	14,000
Total	20,261,878	23,494,034	23,594,826

Performance & Track Record

Company performance (context for incentive outcomes): 2024 revenue $164.50B (+22% YoY), operating margin 42% ; highlights include expanded Meta AI assistant, Ray-Ban Meta AI glasses, and Llama open-source models .
Pay-vs-performance metrics: cumulative TSR value 286.35 (2024), net income $62,360M, revenue $164,501M per SEC table .
2024 company priorities underpinning bonus assessments: AI launches (Llama 3), scaling Meta AI, teen safety product initiatives, and engagement growth (3.3B family DAP); company performance factor set at 125% .

Compensation Peer Group & Governance

2024 peer group included Alphabet, Amazon, Apple, AT&T, Cisco, Comcast, Microsoft, Netflix, PayPal, Salesforce, Disney, Uber, Verizon ; updated 2025 peer group increases revenue and market cap thresholds and adds NVIDIA, Oracle, Visa .
Positioning: Target total cash for non-CEO execs below 15th percentile; target total direct comp (incl. equity) around 75th percentile .
Compensation committee: Independent directors; advisor Compensia; eight meetings in 2024; annual risk review concluded no material compensation-related risk .

Say-on-Pay & Shareholder Feedback

Prior say-on-pay result: Over 85% support at 2022 meeting .
Say-on-frequency: board recommends triennial votes, aligning with long-term equity performance periods .

Equity Vesting & Potential Insider Selling Pressure

Grant Year	Unvested Units at 12/31/2024	Vesting Schedule Start	Schedule
2018	21,914	Feb 15, 2021	1/20 quarterly
2021	18,882	Feb 15, 2022	1/16 quarterly
2022	27,352	May 15, 2022	1/16 quarterly
2023	61,119	May 15, 2023	1/16 quarterly
2024	42,870	Feb 15, 2026	1/16 quarterly

Implication: Quarterly RSU settlements continue through existing blocks; the 2024 grant begins releasing on 2/15/2026, potentially increasing insider selling cadence thereafter (subject to 10b5-1 plans and company policies) .

Employment Terms (Severance/Change-of-Control Economics)

No executive-specific severance or automatic acceleration upon termination or change in control; plan-level mechanics provide acceleration only if awards are not assumed/substituted by acquirer; beneficiaries receive up to $2M cash-out of unvested RSUs upon death .
Repricing of underwater options prohibited without shareholder approval .

Risk Indicators & Red Flags

Hedging/shorts/margin accounts prohibited; pledging generally prohibited unless approved; only Zuckerberg has an approved pledging framework—no pledging disclosed for Bosworth .
Clawback (recoupment) policy in place tied to restatements under U.S. securities laws .
Related-party transactions: none disclosed for Bosworth .

Investment Implications

Strong retention design: Bosworth’s 2024 RSU grant defers first vest to Feb 2026, anchoring multi-year retention and alignment; large unvested blocks across 2018–2024 maintain long-term incentives .
Cash pay restraint vs peers: Fixed and bonus cash remain below market (≤15th percentile) while equity is competitive (≈75th percentile), signaling Meta’s preference for equity-heavy alignment with long-term value creation .
Limited severance/change-in-control protection: Absence of executive-specific CIC acceleration or severance reduces perverse incentives and lowers shareholder risk; plan-level acceleration only if awards aren’t assumed .
Insider selling pressure: Ongoing quarterly settlements through 2024–2026, with a notable uptick beginning Feb 2026 from the 2024 grant; monitor 10b5‑1 plans and Form 4 activity around these dates .
Governance posture and shareholder feedback: Prior strong say-on-pay support (85%), clear clawback, and anti-hedging/pledging policies; ownership guidelines enforce meaningful skin-in-the-game with compliance or permitted attainment window for executives .