John Elkann

About John Elkann

John Elkann (age 49) is an independent director of Meta Platforms, Inc., elected effective December 30, 2024. He currently serves as Chief Executive Officer and Director of Exor N.V., and as Executive Chair and Director of Stellantis N.V. and Ferrari N.V., bringing global operating and capital allocation expertise; he holds a Scientific baccalauréat from Lycée Victor Duruy and an engineering degree from Politecnico di Torino . Meta lists him as independent, and the board reaffirmed his independence after reviewing ordinary‑course advertising transactions with Stellantis, concluding they do not impair independent judgment .

Past Roles

External Roles

Board Governance

• Committee assignments: None as of the 2025 proxy (no standing committee membership listed for Elkann) .
• Independence: Classified as independent; board explicitly reviewed ordinary‑course advertising relationships (including Stellantis) and determined they do not impair independence .
• Attendance and engagement: Meta’s board held 12 meetings in 2024; no incumbent director attended fewer than 75% of board and applicable committee meetings (Elkann joined December 30, 2024) .
• Board leadership context: Lead Independent Director (Amb. Robert M. Kimmitt) exercises robust counter‑balance authority; all standing committees are fully independent .

Fixed Compensation (Director)

Performance Compensation (Director Equity)

• Structure: Non‑employee directors receive time‑based RSUs; annual grant valued at $375,000 (Mr. Andreessen: $300,000 due to a standing waiver); new directors also eligible for a pro‑rated annual RSU from appointment to the next May 15 and a one‑time $1,000,000 initial RSU vesting quarterly over ~4 years; annual director compensation is capped at $1,000,000 ($2,000,000 in first year) .
• Elkann status: As of April 1, 2025, he had 356 RSUs scheduled to settle within 60 days, consistent with a pro‑rated initial annual grant tied to his December 30, 2024 appointment; stock award grant date accounting for 2024 was not reported (row showed only cash of $272 for 2024) .
• Metrics: Director equity vests based on service; no performance metrics are used for director equity grants .

Other Directorships & Interlocks

Expertise & Qualifications

• Meta highlights Elkann’s extensive leadership and global business experience as CEO of a major European investment firm and strategic experience at multinational consumer product companies, bringing a long‑term, global perspective and multi‑board experience aligned to oversight of a large, global technology company .

Equity Ownership

• Director stock ownership guidelines: Non‑employee directors must hold the lesser of 4,570 shares or shares valued at $750,000, by the later of May 2025 or five years from becoming a director; as of December 31, 2024, all directors either met the threshold or were within the permitted time period to attain it (Elkann is within the five‑year window) .

Governance Assessment

• Board effectiveness: Elkann adds global strategic and capital allocation acumen from Exor, plus public‑company chair experience (Stellantis, Ferrari), which are relevant to Meta’s capital‑intensive AI, data center, and hardware investments; independence affirmed and no committee assignment yet, suggesting initial integration phase before committee workload .

• Alignment and incentives: Director pay skews to equity via RSUs with service‑based vesting; Elkann’s initial ownership is modest but subject to a five‑year guideline to build holdings; as of April 1, 2025, 356 RSUs were due to settle, with policy providing for annual and initial RSU grants thereafter .

• Conflicts/related‑party exposure: The principal potential conflict relates to Stellantis as a large advertiser on Meta; the board reviewed these ordinary‑course, standard‑terms transactions and concluded independence is not compromised—mitigating immediate conflict concerns, though continued monitoring is appropriate as Meta deepens automotive advertising and commerce integrations .

• Independence and oversight context: Meta remains a controlled company with combined Chair/CEO; however, it features a strong Lead Independent Director and fully independent standing committees; Elkann’s independence and external experience can support robust oversight as committee assignments evolve .

• RED FLAGS:

  • Related‑party proximity: Stellantis‑Meta advertising relationship (ordinary‑course and deemed not independence‑impairing by the board), warrants ongoing monitoring for volume or terms changes .
  • Early tenure/no committees: No current committee seat limits direct influence on audit/risk, compensation/governance, or privacy/product oversight in the near term; committee placement will be a key signal of intended oversight role .