Jennifer Newstead

About Jennifer Newstead

Jennifer G. Newstead is Meta’s Chief Legal Officer (since 2021) and previously served as Vice President & General Counsel (2019–2021) and Corporate Secretary (2021). She is 55 and holds an A.B. from Harvard and a J.D. from Yale; earlier roles include Legal Adviser to the U.S. Department of State, General Counsel of OMB, White House Associate Counsel, and DOJ Principal Deputy AAG, with clerkships for Justice Stephen Breyer and Judge Laurence Silberman . During her tenure, Meta’s revenue rose from $85.97B in 2020 to $164.50B in 2024 and the company reported a 22% YoY revenue increase in 2024; cumulative TSR (value of $100) reached $286.35 over 2019–2024, indicating strong value creation through her period of service .

Past Roles

Organization	Role	Years	Strategic impact
U.S. Department of State	The Legal Adviser	2018–2019	Led department’s legal function during heightened global regulatory and geopolitical scrutiny
Davis Polk & Wardwell LLP	Partner	2006–2018	Advised on complex corporate, regulatory and litigation matters
Office of Management and Budget	General Counsel	2003–2005	Oversight of federal budgeting/administrative legal issues
The White House	Special Assistant to the President & Associate White House Counsel	2002–2003	Executive Branch legal counsel on policy/executive actions
U.S. Department of Justice	Principal Deputy Assistant Attorney General, OLP	2001–2002	Legal policy development and rulemaking oversight

External Roles

Organization	Role	Years	Notes
None disclosed	—	—	No public company directorships disclosed

Fixed Compensation

Component	2019	Notes
Base Salary ($)	680,000	As per May 2019 offer letter; at-will
Sign-on Cash Bonus ($)	4,000,000	$2M within 30 days of start (Jun-2019), $1M by Jan 31, 2020, $1M within 30 days after 1-year anniversary; pro-rata clawback if resigns or terminated for cause before one-year anniversary
2019 Bonus under Company Plan ($)	291,288	$10,788 (H1) + $280,500 (H2) pursuant to Bonus Plan
2019 Total Comp ($)	19,136,745	As disclosed in 2019 SCT

Performance Compensation

Meta’s executive incentive design is company-wide and applies to executive officers (including the CLO), with payouts driven by company priorities rather than formulaic financial metrics.

Program design: cash bonus plus RSUs; bonuses tied to company priorities; equity is service-vested RSUs; CEO excluded from bonus/equity .
2024 company priorities: “Build awesome things; Make our business successful; Make progress on societal issues; Go out and tell our story.” No specific weights/targets; CNGC used judgment .
2024 company performance factor: 125% based on product launches (e.g., Llama 3, Teen Accounts), AI scaling, engagement, and 22% revenue growth to $164.5B .
Target bonus framework change: For NEOs (other than CEO), target bonus increased from 75% to 200% of salary effective 2025 to reach ~50th percentile target cash vs peers; (company-wide program principle for execs; NEOs shown) .

Metric (plan-level)	Weighting	Target	Actual/Payout	Vesting/Payment
Company priorities (qualitative: product, business, societal, narrative)	Discretionary (no weights)	Not quantified	125% company factor for 2024	Annual cash bonus under Bonus Plan
Long-term equity	N/A	N/A	N/A	Service-vested RSUs, quarterly vesting over ≥4 years

Notes: 2024 NEO bonus outcomes are disclosed; as CLO was not an NEO for 2024, individual payout for Ms. Newstead is not itemized, but the same plan design applies to executive officers .

Equity Ownership & Alignment

Initial meta equity (2019 new-hire RSUs): $15,000,000 grant; 80,611 RSUs; vesting: 1/12 on 11/15/2019; then 1/16 quarterly (max 14 quarterly installments) with final 2/48 on 8/15/2023 (fully vested by Aug 2023) .
Ownership guidelines (executive officers): lesser of 24,400 shares or $4.0M; compliance required within 5 years; as of 12/31/2024, all executive officers either met or were within the permitted period to attain thresholds .
Hedging/derivatives/margin/pledging: prohibited for executives; pledging only with CNGC approval; a specific pledging framework exists only for the CEO; no pledges disclosed for Ms. Newstead .
Rule 10b5-1 plans: executive officers and directors must transact under Rule 10b5-1 plans (waivable only in limited cases) .
Dividend equivalents: Beginning 2024, RSUs can receive dividend equivalents (cash-settled; with plan updated to allow share-settled equivalents) aligning executives with shareholder dividend policy .

Equity detail	Amount/Terms	Dates
New-hire RSU grant (#)	80,611 RSUs	Granted 7/22/2019
New-hire RSU grant ($)	$15,000,000 initial value	Pricing at $186.08 for sizing
Vesting schedule	1/12 on 11/15/2019; then 1/16 quarterly; final 2/48 on 8/15/2023	Complete by 8/15/2023
Ownership guideline	Lesser of 24,400 shares or $4.0M; 5-year window	All execs in compliance/within window as of 12/31/2024
Hedging/pledging	Prohibited (pledging only with committee approval); no Newstead pledge disclosed	Policy-level
Trading plans	Required under Rule 10b5-1	Policy-level

Employment Terms

Term	Detail
Start date / role	Joined June 2019 as VP & General Counsel; CLO since 2021
Employment	At-will (offer letter)
Base salary at hire	$680,000 (2019)
Sign-on bonus	$4,000,000 (payment tranches and pro-rata clawback if resigns/for-cause termination before 1-year)
Annual incentive eligibility	Company Bonus Plan (executive officers participate; CEO excluded)
Equity	Service-vested RSUs (quarterly over multi-year schedule)
Severance	No special severance; company policy states NEOs not entitled to severance or CoC acceleration; beneficiaries eligible for unvested RSU cash-out on death (up to $2,000,000)
Clawback	Compensation Recoupment Policy (restatement-triggered)
Hedging/pledging	Prohibited; limited pledge framework applies only to CEO
Trading	Transactions must be under Rule 10b5-1 plans

Company Performance Context (during Newstead’s tenure)

Metric	2020	2021	2022	2023	2024
Revenue ($USD Millions)	85,965	117,929	116,609	134,902	164,501
Value of $100 Investment (TSR)	133.09	163.87	58.63	172.45	286.35

2024 highlights: $164.50B revenue; operating margin 42%; family DAP 3.35B; revenue +22% YoY .
Bonus plan 2024 company factor: 125% based on qualitative priorities and financial results .

Compensation Structure Analysis

Shift in cash vs equity mix: Meta continues to weight executive pay heavily to equity RSUs; cash (salary+bonus) below market medians; cash competitiveness was increased for 2025 by raising target bonus (NEOs) to 200% of salary to reach ~50th percentile target cash, indicating a tilt to retain senior leaders while keeping long-term equity as the main driver .
Limited use of performance-conditioned equity: Equity is primarily service-based RSUs; no broad PSU/option usage disclosed for executives, lowering risk of near-term metric gaming but increasing retention focus .
Governance protections: mandatory 10b5-1 trading, robust ownership guidelines, hedging/pledging prohibitions, and a clawback policy temper risk-taking and signal alignment .
Program discretion: Bonus Plan uses committee judgment against stated priorities (no formulaic revenue/EBITDA/TSR weights), enabling holistic evaluation but reducing transparency of metric rigor; 2024 paid at 125% .

Compensation Peer Group (for program benchmarking)

2024 Peer Group included Alphabet, Amazon, Apple, AT&T, Cisco, Comcast, Microsoft, Netflix, PayPal, Salesforce, Disney, Uber, Verizon .
2025 Peer Group updated to reflect larger scale (adds NVIDIA, Oracle, Visa) and higher thresholds (>$20B revenue, >$100B market cap) .

Say-on-Pay & Shareholder Feedback

Last triennial say-on-pay (2022): >85% approval; the company continues triennial votes and will hold say-on-pay and frequency votes in 2025 .
Ongoing investor engagement highlighted executive compensation and stock-based compensation practices as core topics .

Risk Indicators & Red Flags (policy-focused)

Clawback recoupment policy (restatement); insider trading restrictions; hedging/pledging prohibited except with approval; mandatory 10b5-1 plans for insiders .
No special severance or CoC accelerations for NEOs, which constrains golden parachute risk; consistent across years .
No disclosure of any pledging/hedging by Ms. Newstead; CEO has a board-approved pledge framework with strict caps (informational context) .

Investment Implications

Alignment and retention: Large 2019 new-hire RSU (fully vested as of Aug-2023) plus ongoing equity-heavy design, ownership guidelines, and trading controls align the CLO with long-term value; the 2025 increase in target bonus for senior execs supports retention at market cash levels without diluting equity alignment .
Selling pressure: With the 2019 grant fully vested by 2023, near-term vest-driven sales pressure from that award has abated; ongoing policy requires 10b5-1 plans and ownership thresholds, moderating discretionary sales risk .
Pay-for-performance transparency: Company uses discretionary bonus determinations (125% in 2024) tied to qualitative priorities and results (not explicit metric weights), which can be effective but less transparent versus metric-weighted plans; equity remains long-term and service-based .
Governance quality: Robust clawback, anti-hedging/pledging, and stock ownership rules, plus no special severance/CoC, reduce shareholder risk from compensation structures .

Sources: Meta 2025 Proxy (DEF 14A) ; Meta 2024 Proxy (DEF 14A) ; Meta 2020 Proxy (DEF 14A) ; 8-K (Feb 20, 2025) on bonus targets .