John Arnold
Meta PlatformsAbout John Arnold
John Arnold is an independent director at Meta Platforms, Inc., appointed in 2024; he is 51 years old and serves on the Audit & Risk Oversight Committee . His background includes founding and leading investment entities focused on energy markets and infrastructure, co-founding a major philanthropic organization, and prior senior trading roles; he holds a B.A. in math and economics from Vanderbilt University . He is designated independent under Nasdaq rules and stands for annual reelection with Meta’s other nominees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Centaurus Energy, LLC | Founder & CEO | 2002–2012 | Built multi‑billion dollar energy commodity hedge fund; financial and trading expertise |
| Enron | Vice President | 1995–2002 | Led natural gas derivatives trading; risk/markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arnold Ventures | Co‑founder & Co‑Chair | 2006–present | Philanthropy focused on health, education, criminal justice, infrastructure, public finance |
| Grid United | Co‑founder & Chairman | 2021–present | Developer of interregional, high‑voltage transmission projects |
| Centaurus Capital, LLC | Founder & Principal | 2006–present | Energy‑focused investment fund/family office |
| Other current public company directorships | None | — | None in past five years as well |
Board Governance
- Independence: Listed as independent; Meta’s standing committees are comprised solely of independent directors despite controlled-company status .
- Committee assignments: Member, Audit & Risk Oversight Committee; the committee met 15 times in 2024 .
- Attendance: The board met 12 times in 2024; no incumbent director attended fewer than 75% of aggregate board and committee meetings .
- Executive sessions: Each regular board meeting includes an executive session of independent directors led by the Lead Independent Director .
- Lead Independent Director structure: Lead Independent Director (currently Ambassador Kimmitt) has authority to set agendas with the Chair, call special meetings, preside at executive sessions, and lead evaluations, providing counterbalance to combined Chair/CEO structure .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit & Risk Oversight | Member | 15 | Financial reporting, auditor oversight, internal controls, related party transactions, compliance, enterprise risk, cybersecurity, internal audit, significant financial matters |
Fixed Compensation
| Component | Policy Detail | Amount/Rate | 2024 Actual for Arnold |
|---|---|---|---|
| Board annual cash retainer | Payable quarterly | $50,000 | |
| Audit & Risk Oversight Committee member retainer | Payable quarterly | $20,000 | |
| Excess meeting fee (after 4 per year per body) | Board or committee | $4,000 per meeting | |
| 2024 cash fees received | Per Director Compensation table | $113,731 |
Notes: Policy amounts per Director Compensation Policy; actual cash includes applicable retainers and excess meeting fees under policy .
Performance Compensation
| Equity Element | Grant Characteristics | 2024 Disclosed Value/Counts | Vesting / Deferral |
|---|---|---|---|
| Annual RSU grant for directors | Target initial equity value $375,000; in 2024 annual grant equaled 802 RSUs for non‑employee directors (other than Mr. Andreessen) | 802 RSUs held by Arnold as of 12/31/24 | Vests fully on May 15, 2025, subject to service; Arnold elected to defer settlement under the Director Deferred Compensation Plan |
| Initial appointment RSU (one‑time) | For new directors: one‑time RSU grant with initial equity value of $1,000,000 | 2,174 RSUs held by Arnold as of 12/31/24 | Vests over ~4 years in 16 equal quarterly installments; Arnold elected to defer settlement beginning May 15, 2025 |
| Aggregate 2024 stock awards (grant‑date fair value) | ASC 718 fair value | $1,825,009 | Time‑based RSUs; not performance‑based |
Performance metrics for director equity: None disclosed; director RSUs are time‑based and not tied to performance metrics .
Additional policy features:
- Director compensation cap: $1,000,000 per year; $2,000,000 in first year to account for initial equity grants .
- Deferred Compensation Plan available for cash fees and RSUs; Arnold elected to defer eligible 2024 cash fees and RSUs .
- Company may provide personal security services and related tax gross‑ups to non‑employee directors; these are non‑compensatory for policy limits. No such amounts are disclosed for Arnold in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Former public company boards (past 5 years) | None |
| Related‑party transactions | None for Arnold under Item 404(a); Board noted no transactions in which Meta is a party and Arnold has a material interest |
Expertise & Qualifications
- Financial and investment expertise; founder/leader of multi‑billion dollar energy‑focused investment fund; oversight of corporate strategy and decision‑making .
- Energy infrastructure and transmission development leadership (Grid United), relevant to Meta’s stated focus on energy infrastructure amid AI/compute expansion .
- Education: Vanderbilt University, B.A. in math and economics .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficially owned Class A shares (Apr 1, 2025) | 1,893 |
| Of which held of record | 924 |
| RSUs releasable within 60 days (counts toward beneficial ownership) | 969 |
| Ownership as % of outstanding | Less than 1% |
| Director stock ownership guideline | Lesser of 4,570 shares or $750,000; compliance due by later of May 2025 or 5 years from becoming a director |
| Compliance status (as of Dec 31, 2024) | All non‑employee directors either met threshold or were within time period to attain required ownership (Arnold joined 2024, thus within window) |
Policy restrictions: Directors are subject to prohibitions on hedging, short sales, and other derivative transactions in Meta securities per company policy .
Governance Assessment
- Strengths: Independent director with deep financial and energy infrastructure expertise; member of Audit & Risk Oversight Committee with high 2024 engagement (15 meetings), supporting robust risk, audit, and related‑party oversight . Board‑wide attendance was strong in 2024 (no incumbent <75%), and independent executive sessions occur at each regular meeting, enhancing independent oversight . No related‑party transactions involving Arnold were disclosed under Item 404(a) .
- Alignment and incentives: 2024 compensation weighted heavily to equity ($1.825M grant‑date fair value vs. $113.7k cash), with time‑based vesting and deferral elections—indicating longer‑term alignment; first‑year total ($1.94M) within the $2.0M first‑year cap .
- Watch items: As a new director (2024), current share ownership is modest (1,893 shares), though within the allowed phase‑in period to meet the director ownership guideline by the later of May 2025 or 5 years after appointment . Meta remains a controlled company; however, all standing committees are fully independent and led by a strong Lead Independent Director framework .