Andrew Houston
Meta PlatformsAbout Andrew W. Houston
Andrew W. Houston (age 42) is an independent director of Meta Platforms, Inc., serving since 2020. He is Co‑founder, Chief Executive Officer, and Chairman of Dropbox, Inc., and holds a B.S. in Electrical Engineering and Computer Science from MIT. At Meta, he serves on the Compensation, Nominating & Governance Committee (non‑chair). His qualifications emphasize founder/CEO operating experience, product innovation, and technology expertise relevant to a founder‑led, large‑scale tech platform.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dropbox, Inc. | Co‑founder, CEO & Chairman | 2007–present | Brings founder-led operator perspective; product innovation and development experience relevant to Meta’s strategy |
External Roles
| Organization | Role | Public/Private | Governance Role |
|---|---|---|---|
| Dropbox, Inc. | Director; CEO & Chairman | Public | Board member and chair at Dropbox |
Board Governance
- Independence and committee assignments: Independent director; member of the Compensation, Nominating & Governance (CNG) Committee (non‑chair). The CNG Committee held 8 meetings in 2024.
- Attendance: The board met 12 times in 2024; no incumbent director attended fewer than 75% of board/committee meetings for which they served.
- Independence determination with business relationships: The board considered that Dropbox purchased advertising from Meta and Meta made payments to Dropbox for data storage services, all in the ordinary course under standard terms; it determined these did not impair Mr. Houston’s independence.
- Controlled company context: Meta is a Nasdaq “controlled company” due to Mr. Zuckerberg’s majority voting power; nevertheless, Meta maintains independent committees and a majority‑independent board.
Fixed Compensation (Director)
| Item | 2024 Amount | Notes |
|---|---|---|
| Cash fees (actual) | $108,000 | Reported 2024 fees earned/paid in cash for Andrew W. Houston |
| Policy – Annual board retainer | $50,000 | Director Compensation Policy |
| Policy – CNG Committee member (non‑chair) | $10,000 | Director Compensation Policy |
| Policy – Excess meeting fee (per meeting >4 per year) | $4,000 | Applies to board or a committee once meetings exceed four in a calendar year |
Performance Compensation (Director Equity)
| Grant/Policy | Grant Date | Units/Value | Vesting |
|---|---|---|---|
| Annual director equity grant policy | 2024 (post‑AGM) | $375,000 initial equity value; 802 RSUs granted to non‑employee directors (Andreessen receives $300,000/642 RSUs) | Vests fully on the earlier of May 15 of the following year or next AGM if not re‑elected, subject to continued service |
| Andrew W. Houston – 2024 stock awards (reported value) | 2024 | $406,317 | Reported aggregate grant‑date fair value under ASC 718 |
| Andrew W. Houston – RSUs outstanding | As of 12/31/2024 | 802 RSUs | Scheduled to vest May 15, 2025, subject to service |
Mix and alignment: In 2024, equity ($406,317) comprised the majority of Mr. Houston’s reported director compensation versus cash fees ($108,000), supporting alignment with shareholders through stock‑based pay.
Other Directorships & Interlocks
| Company/Entity | Relationship to Meta | Nature of Transactions | Independence Outcome |
|---|---|---|---|
| Dropbox, Inc. (Houston CEO/Chair) | Customer and vendor | Dropbox purchased Meta advertising; Meta paid Dropbox for data storage services (ordinary course; standard terms) | Board determined these relationships do not impair Houston’s independence under Nasdaq standards |
Expertise & Qualifications
- Founder/CEO of a large technology company; deep product innovation and development experience; technology and entrepreneurship expertise aligned with Meta’s strategy.
- Brings insights on managing technology companies and founder‑led dynamics at scale.
- Education: MIT, B.S. in Electrical Engineering and Computer Science.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | RSUs Releasable within 60 Days | % of Class |
|---|---|---|---|
| Andrew W. Houston | 11,359 | 802 | <1% of Class A (asterisked in ownership table) |
- Stock ownership guidelines: Non‑employee directors must meet minimum ownership thresholds; as of December 31, 2024, all executive officers and non‑employee directors either met the requirement or were within the permitted timeframe to attain it.
- Section 16(a) compliance: Based on 2024 filings and questionnaires, no director or officer failed to file on a timely basis.
Governance Assessment
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Strengths
- Independent director with relevant big‑tech founder/CEO operating experience and product/technology depth; enhances board oversight of strategy and execution.
- High equity weighting in director pay aligns incentives with long‑term shareholder value.
- No attendance shortfalls reported; board and CNG committee active (12 board meetings; 8 CNG meetings in 2024).
-
Watch items
- Potential related‑party exposure via ordinary‑course advertising and services with Dropbox; the board reviewed and affirmed independence, but such relationships warrant continued monitoring.
- Controlled company status concentrates voting control; while committees are fully independent and the board mostly independent, shareholder influence is structurally constrained.
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Overall view
- Mr. Houston enhances board effectiveness in product strategy and founder‑led governance contexts, with independence affirmed despite limited ordinary‑course interlocks. Compensation mix and ownership guidelines support alignment, and 2024 participation appears robust. Continued oversight of cross‑company dealings mitigates conflict risk.