Charles Songhurst
Meta PlatformsAbout Charles Songhurst
Independent director at Meta Platforms since 2024; age 46. Background includes technology investing (enterprise SaaS, AI, deep tech), prior tenure leading Microsoft’s Corporate Strategy group, and service on Meta’s Advisory Group in 2024. Education: University of Oxford (B.A. in PPE). No current or recent public-company directorships disclosed beyond Meta .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Technology Investor | Investor (private) | 2013–present | Focus on SaaS, AI, deep tech; strategic insights on M&A and innovation |
| Meta Advisory Group | Outside advisor | 2024 | Consulted on strategic opportunities related to technology/product roadmap |
| Microsoft Corporation | General Manager; GM, Global Corporate Strategy | 2005–2013 | Corporate strategy and M&A/integration expertise |
External Roles
| Company (Public) | Role | Tenure | Committees | Notes |
|---|---|---|---|---|
| None | — | — | — | No current or past-five-year public-company boards disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director (board-level determination) |
| Committee assignments | None as of the 2025 proxy (not a member of Audit & Risk Oversight; Compensation, Nominating & Governance; or Privacy & Product Compliance) |
| Committee chair roles | None |
| Appointment date | Elected to the board effective December 30, 2024 (independent; compensation per Director Compensation Policy) |
| Board meetings & attendance | The board held 12 meetings in 2024; no incumbent director attended <75% of combined board+committee meetings (Songhurst joined 12/30/2024) |
| Lead Independent Director | Ambassador Robert M. Kimmitt; leads executive sessions, shares independent director perspectives, sets agendas with the Chair |
| Controlled-company context | Meta is a Nasdaq “controlled company”; despite exemptions, committees are fully independent, with regular executive sessions |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual board retainer | 50,000 | Paid quarterly; prorated for new directors |
| Lead Independent Director additional retainer | 150,000 | Applies to LID, not Songhurst |
| Audit & Risk Oversight committee (chair / member) | 50,000 / 20,000 | Not applicable to Songhurst (no committee) |
| Compensation, Nominating & Governance (chair / member) | 25,000 / 10,000 | Not applicable to Songhurst |
| Privacy & Product Compliance (chair / member) | 50,000 / 20,000 | Not applicable to Songhurst |
| Excess meeting fee | 4,000 per meeting after the 4th in a calendar year | Paid after year-end if applicable |
2024 actual fees reported (partial-year):
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | 272 | Reflects election on 12/30/2024; no equity reported for 2024 |
Performance Compensation
Policy structure for non-employee directors (equity-heavy, service-based vesting):
| Award | Value / Shares | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | $375,000 initial equity value | Fully vests on the earlier of (i) May 15 of the following year or (ii) the next annual meeting if not re-elected/doesn’t stand, subject to service | |
| Initial appointment RSU (prorated) | Prorated portion of $375,000 | Vests fully on next May 15 or as above, subject to service | |
| Initial appointment RSU (multi-year) | $1,000,000 | Vests in 16 equal quarterly installments over ~4 years, subject to service | |
| Annual director compensation cap | $1,000,000 (first year $2,000,000) | Equity+cash; excludes security costs/gross-ups | |
| Clawback/recoupment | Company policy allows cancellation/recoupment to comply with law and stock exchange rules | Applies to awards under plan |
2024 director compensation table confirms no 2024 equity line-item for Songhurst; subsequent Form 4s in 2025 reflect director equity activity (see Insider Trades) .
Other Directorships & Interlocks
| Company | Role | Overlap/Counterparty exposure |
|---|---|---|
| None disclosed | — | Board considered and disclosed various counterparties for other directors; no related-party transactions for Songhurst were disclosed on appointment |
Expertise & Qualifications
- Technology investor with depth in enterprise SaaS, AI, and deep tech; strategic M&A and integration experience .
- Former Microsoft general manager and GM of Global Corporate Strategy (2005–2013) .
- Meta Advisory Group participant in 2024, suggesting familiarity with Meta’s product and AI roadmap prior to appointment .
- Oxford PPE degree; global perspective and strategic orientation .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares | % Total Voting Power |
|---|---|---|---|
| Charles Songhurst | 356 | — | * (<1%) |
Notes:
- Footnote indicates 356 Class A shares issuable upon settlement of RSUs releasable within 60 days of April 1, 2025 (counted as beneficial ownership) .
Insider Trades (Form 4 activity – alignment and vesting mechanics)
| Date (Trade) | Form | Security/Type | Transaction | Quantity | Price | Vesting/Notes | Source |
|---|---|---|---|---|---|---|---|
| 2025-06-16 | Form 4 | RSUs | Grant (director equity) | 600 | $0.00 | Director RSU grant reported; vesting per footnotes (annual/quarterly schedules for directors) | SEC EDGAR index referencing dp232995_4-songhurst.xml |
| 2025-11-15 | Form 4 | Class A common stock | Acquisition at $0 (RSU release) | 109 | $0.00 | Settlement of RSUs; director equity |
Note: Director equity grants and settlements are consistent with the Director Compensation Policy’s annual and initial grant structures (service-based vesting; no options) .
Related-Party Transactions & Conflicts
- No related-party transactions for Songhurst were disclosed upon appointment; the 8-K explicitly notes there are no transactions requiring Item 404(a) disclosure and compensation will follow the Director Compensation Policy .
- Proxy’s Related Party Transactions section details transactions for certain others (e.g., Broadcom, WilmerHale), but none for Songhurst .
- His candidacy was identified by management/board and he previously served on Meta’s Advisory Group; board nevertheless affirmed his independence alongside other non-employee directors .
Director Security & Perquisites (Policy Context)
- Meta may provide personal security services and related tax gross-ups to non-employee directors due to elevated risk; such amounts are excluded from the annual director compensation cap. 2024 example: another director (Alford) received $833,126 in personal security and a $981,963 tax gross-up; no such amounts were disclosed for Songhurst in 2024 .
Governance Assessment
- Board effectiveness and independence: Songhurst strengthens technology, AI, and M&A oversight; board deems all non-employee directors independent, and all standing committees are independent despite “controlled company” status—positive for investor confidence .
- Engagement and attendance: He joined on 12/30/2024; board met 12 times in 2024 with strong attendance by incumbents; early tenure limits attendance read-through for him .
- Compensation and alignment: Director pay is equity-heavy via RSUs with service-based vesting; 2024 compensation for Songhurst was de minimis (prorated cash only) with 2025 Form 4s evidencing alignment via RSU grants/settlements .
- Conflicts/related parties: No related-party exposure disclosed; prior advisory relationship and management identification were considered in the nominations process; independence affirmed—no red flags identified specific to Songhurst .
Overall signal: A technically strong, independent addition with strategy/M&A depth and AI fluency; early tenure, no committee roles yet, and clean related-party profile support governance quality and alignment for investors .