Hock Tan
Meta PlatformsAbout Hock E. Tan
Hock E. Tan (age 73) is an independent director of Meta Platforms, Inc., serving since 2024 and a member of the Audit & Risk Oversight Committee. He is President & CEO of Broadcom Inc., with prior senior leadership roles across semiconductors and technology, and holds an MBA from Harvard and BS/MS degrees from MIT. His board-relevant credentials include global operating leadership, technology and innovation oversight, capital planning, and risk management experience for large-scale, complex organizations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom Inc. | President, CEO & Director | 2006–present | Led global semiconductor and infrastructure software operations; capital planning and strategy |
| Integrated Device Technology, Inc. | Chairman of the Board | 2005–2008 | Governance and strategic oversight |
| Integrated Circuit Systems, Inc. | President & CEO; COO; SVP & CFO | 1995–2005 | Turnaround and operating leadership across finance and operations |
| Commodore International, Ltd. | VP of Finance | 1992–1994 | Corporate finance responsibilities |
| Pacven Investment, Ltd. | Co-founder & Managing Director | 1988–1992 | Private investment leadership |
| Hume Industries Ltd. | Managing Director | 1983–1988 | Industrial operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Broadcom Inc. | Director | 2006–present | Current public company directorship |
| President’s National Security & Telecommunications Advisory Committee | Member | 2020–present | National security/telecom advisory role |
Board Governance
- Committee assignments: Audit & Risk Oversight Committee (member); the committee met 15 times in 2024, overseeing audit quality, internal controls, enterprise risk, cybersecurity, tax and treasury policies, share repurchases, and reviewing related party transactions. Chair is Tracey T. Travis.
- Independence: Meta’s board determined Tan is independent under Nasdaq rules; it specifically reviewed Meta’s transactions with Broadcom and concluded they do not impair his independent judgment.
- Attendance: Meta’s board held 12 meetings in 2024; no incumbent director attended fewer than 75% of board and applicable committee meetings.
- Controlled company context: Meta is a “controlled company,” but maintains majority independent directors and independent standing committees. Executive sessions of independent directors are led by the Lead Independent Director.
Fixed Compensation
| Component | Policy Detail | 2024 Amount |
|---|---|---|
| Annual board retainer (cash) | $50,000 | Included in Fees Earned |
| Audit & Risk Oversight, non-chair (cash) | $20,000 | Included in Fees Earned |
| Excess meeting fees (if >4 meetings per body) | $4,000 per excess meeting (not applicable to Andreessen) | Potentially included if applicable |
| Fees Earned or Paid in Cash (total) | Sum of applicable retainers/fees | $101,731 |
Performance Compensation
| Award Type | Grant Value | Units | Vesting | Notes |
|---|---|---|---|---|
| Initial RSU grant (new director) | $1,000,000 (policy) | 2,174 RSUs (Tan holding at 12/31/24) | 16 equal quarterly installments over ~4 years | Granted at appointment; service-based vesting only |
| Annual RSU grant | $375,000 (policy) | 802 RSUs (standard 2024 grant) | Full vest on May 15 following grant (or next AGM if not re-elected) | Service-based; 2024 timing post AGM |
| Stock Awards (total, 2024 reported) | — | — | — | $1,825,009 grant-date fair value |
- Change-of-control terms (2025 Plan): Vesting for non-employee directors accelerates in full prior to consummation if awards are not assumed/substituted. Repricing of underwater options is prohibited without shareholder approval. Awards are subject to potential cancellation/recoupment under company policies and law.
- Performance metrics: None disclosed for director equity; RSUs are service-vesting only.
Other Directorships & Interlocks
| Entity | Relationship to Tan | Meta Relationship | 2024 Transaction Amount | Independence/Controls |
|---|---|---|---|---|
| Broadcom Inc. | CEO & Director | Meta purchases components and engineering/design services from Broadcom | ~$987 million paid by Meta in 2024 | Board concluded transactions do not impair Tan’s independence; related party reviews overseen by Audit & Risk Oversight committee with recusal or alternate committee review per policy |
Expertise & Qualifications
- Education: Harvard University (MBA); MIT (BS and MS).
- Technical/industry: Semiconductors, infrastructure software, innovation, business development.
- Governance and oversight: Audit/risk oversight experience and capital planning for global technology enterprises.
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership | 1,559 Class A shares (<1%); comprised of 590 shares held of record and 969 RSUs releasable within 60 days of April 1, 2025 |
| RSU holdings (as of 12/31/24) | 802 RSUs vesting May 15, 2025; 2,174 RSUs vesting quarterly over ~4 years |
| Ownership guidelines | Directors must own the lesser of 4,570 shares or $750,000 value by the later of May 2025 or five years from becoming a director; as of 12/31/24, all directors either met thresholds or were within the permitted time period |
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance | Meta determined no director, executive officer, or >10% holder failed to file on a timely basis during 2024 |
Governance Assessment
- Board effectiveness: Tan adds deep semiconductor and large-scale operating expertise, relevant to Meta’s hardware, AI infrastructure, and procurement oversight; his membership on Audit & Risk Oversight supports robust financial, compliance, and enterprise risk governance.
- Independence & conflicts: Material related-party exposure exists given Meta’s ~$987 million payments to Broadcom; Meta’s board explicitly assessed and affirmed Tan’s independence, with policies requiring audit committee recusal or CGN committee review for related-party transactions, mitigating conflict risk.
- Engagement & attendance: Board held 12 meetings in 2024 with no incumbent director below 75% attendance; audit committee met 15 times, indicating high engagement in risk oversight.
- Director pay alignment: Cash is modest (policy retainers), with equity grants time-based and subject to acceleration on change-of-control; total first-year grant value of $1.825 million reflects initial plus annual RSUs, within the $2 million first-year director compensation limit.
- RED FLAGS:
- Related-party transactions magnitude with Broadcom could present perceived conflicts; oversight structure and independence determination partially mitigates but warrants continued monitoring.
- Change-of-control full acceleration for director RSUs reduces at-risk nature of equity in a transaction scenario; investors may prefer tighter post-closing service conditions.