Dina Powell McCormick
Meta PlatformsAbout Dina Powell McCormick
Independent director at Meta Platforms, Inc. since 2025; elected effective April 15, 2025. She is Vice Chair, President & Head of Global Client Services at BDT & MSD Partners, and previously held senior roles at Goldman Sachs and in U.S. government (Deputy National Security Advisor; Assistant Secretary of State). Age 51; B.A. in humanities from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BDT & MSD Partners | Vice Chair, President & Head of Global Client Services | 2023–present | Financial and investment leadership |
| Goldman Sachs | Member, Management Committee; Global Head of Sovereign Investment Banking; President, Goldman Sachs Foundation & Head of Impact Investing | 2007–2016; 2018–2023 | Led large-scale economic development programs (e.g., 10,000 Women/Small Businesses; One Million Black Women) |
| Executive Office of the President (U.S.) | Deputy National Security Advisor & Assistant to the President; Assistant/Deputy Assistant to the President (Presidential Personnel) | 2001–2005; 2003–2005; 2017–2018 | National security and personnel policy leadership |
| U.S. Department of State | Assistant Secretary of State | 2005–2007 | Diplomatic leadership |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Exxon Mobil Corporation | Director | Current public company directorship |
Board Governance
- Independence: Determined independent under Nasdaq rules; board lists her as an independent nominee .
- Committee assignments: None as of the 2025 Proxy; not appointed to standing committees at filing date .
- Board structure and effectiveness: Meta has a combined Chair/CEO with a robust Lead Independent Director (Amb. Kimmitt) empowered to set agendas and call special meetings; executive sessions held regularly .
- Standing committees (all independent): Audit & Risk Oversight; Compensation, Nominating & Governance (CNG); Privacy & Product Compliance; 2024 meetings: Audit 15, CNG 8, Privacy 4 .
- Attendance baseline: Board held 12 meetings in 2024; no incumbent director attended under 75% (Dina not on the board in 2024) .
- Controlled company: Zuckerberg controls a majority of voting power; Meta nevertheless maintains independent committees and a majority-independent board .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual board retainer (cash) | $50,000 | Paid quarterly in advance |
| Lead Independent Director premium | $150,000 | Additional annual cash retainer |
| Audit & Risk Oversight Committee chair/member | $50,000 / $20,000 | Additional annual retainers |
| CNG Committee chair/member | $25,000 / $10,000 | Additional annual retainers |
| Privacy & Product Compliance Committee chair/member | $50,000 / $20,000 | Additional annual retainers |
| Excess meeting fee | $4,000 per meeting | For >4 board or >4 committee meetings per calendar year (excludes Andreessen) |
Notes:
- Directors may defer cash fees under the Director Deferred Compensation Plan .
Performance Compensation
| Equity Element | Grant Value/Units | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | $375,000 initial equity value | Vests in full on the earlier of May 15 of the following year or the next annual meeting date | 2024 grant example: 802 RSUs per director (other than Andreessen) |
| Initial RSU (pro‑rated to next May 15) | Pro‑rated portion of $375,000 | Vests on the next May 15 or the following annual meeting date | For directors appointed between annual meetings |
| One-time onboarding RSU | $1,000,000 initial equity value | Vests over ~4 years in 16 equal quarterly installments | For new directors at time of appointment |
| Annual equity grant timing | Auto-approved on the later of June 1 or the annual meeting date | See Director Compensation Policy | |
| Director comp limit | $1,000,000/year; $2,000,000 in first year (to accommodate onboarding grants) | Equity plus cash | Security benefits excluded from limit |
Notes:
- Dina will receive compensation per the Director Compensation Policy; specific grants at appointment follow the policy above (Meta’s board approval noted no special arrangements) .
- No performance metrics apply to director RSUs; vesting is service-based .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transaction |
|---|---|---|
| Exxon Mobil Corporation | Director | No Meta-related transactions disclosed in independence or related-party sections . |
| BDT & MSD Partners (employment) | Vice Chair, President & Head of Global Client Services | 8‑K affirms no Item 404(a) related-party transactions involving Dina at time of appointment . |
Meta’s independence review listed various director-linked counterparties (e.g., PayPal, Stripe, Dropbox, Broadcom), but did not identify any for Dina .
Expertise & Qualifications
- Financial and investment leadership; global sovereign advisory; impact investing (Goldman Sachs Foundation; 10,000 Women/Small Businesses; One Million Black Women) .
- National security, diplomatic, and geopolitical expertise from senior U.S. government roles .
- Education: B.A., University of Texas at Austin .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 1, 2025) | No Class A or Class B shares reported; no RSUs releasable within 60 days . |
| Ownership % of outstanding | <1% (none reported) . |
| Vested vs. unvested | Not disclosed as of record date; onboarding/annual director RSUs vest per policy above . |
| Pledging/hedging | Directors are subject to stock ownership guidelines and prohibitions on certain transactions; details referenced in policy . |
Governance Assessment
- Board effectiveness and independence: Dina is independent and brings complementary skills in finance and geopolitics; however, she had no committee assignment as of the Proxy, limiting initial committee influence until placements occur .
- Alignment and incentives: Director pay is standard for Meta—cash retainers plus service‑based RSUs with meaningful onboarding equity, creating ownership alignment over a four‑year vest; no performance metrics for director equity, consistent with prevailing practice .
- Conflicts and related parties: Company disclosed no Item 404(a) related‑party transactions for Dina, and she was not flagged in Meta’s independence review lists—reducing perceived conflict risk at appointment .
- Red flags to monitor: Meta’s allowance for director personal security and tax gross‑ups (and exclusion from director comp cap) may draw investor scrutiny on governance optics, though there is no indication Dina has received such benefits; 2024 example: a director received ~$833k security costs and ~$982k tax gross‑up . Meta’s controlled company status persists, concentrating voting power with the Chair/CEO and potentially moderating shareholder influence, though independent structures (Lead Independent Director; independent committees) provide checks .
Appendix: Reference Data
- Director biography and independence status; age 51; Director Since 2025; current employment and education .
- Election effective date and compensation framework confirmation; independence determination; no related‑party transactions per Item 404(a) at appointment .
- Director compensation policy: cash retainers, meeting fees, annual RSU ($375k), initial pro‑rated RSU ($375k) and onboarding RSU ($1m), vesting schedules, deferral plan, and compensation caps .
- Board meetings and attendance baseline (2024) .
- Related‑party transactions disclosure (none tied to Dina) and independence review context .