Marc Andreessen
Meta PlatformsAbout Marc L. Andreessen
Marc L. Andreessen (age 53) has served as an independent director of Meta Platforms, Inc. since 2008 and sits on the Compensation, Nominating & Governance Committee. He is a noted internet entrepreneur and venture capitalist (co-founder and General Partner at Andreessen Horowitz; co-founder and Chairman of Opsware/Loudcloud; former CTO of Netscape and AOL executive), and holds a B.S. in computer science from the University of Illinois Urbana-Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andreessen Horowitz | Co-founder & General Partner | 2009–present | Venture investor; technology and finance expertise applied to board oversight |
| Opsware (Loudcloud) | Co-founder & Chairman | 1999–2007 | Enterprise software operating experience |
| America Online (AOL) | Chief Technology Officer | 1999 | Product/technology leadership |
| Netscape Communications | Co-founder; CTO; EVP of Products | 1994–1999 | Foundational internet product leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Coinbase Global, Inc. | Director | Current | Board considered Coinbase’s advertising purchases from Meta; determined no impairment of independence |
| Samsara Inc. | Director | Current | No META-related transactions disclosed |
Board Governance
- Independence and committees: Meta’s board deems Andreessen independent; he serves on the Compensation, Nominating & Governance Committee (CNGC). All standing committees are composed solely of independent directors .
- Attendance: The board held 12 meetings in 2024, and no incumbent director attended fewer than 75% of aggregate board and committee meetings .
- CNGC responsibilities: Oversees executive pay, equity plans, director compensation, corporate governance, succession planning, clawback policy, board/committee self-evaluations, and has sole authority to recommend director nominees and appointments to the Privacy & Product Compliance Committee .
- Governance context: Meta is a Nasdaq “controlled company” due to Mr. Zuckerberg’s voting control, but voluntarily maintains a majority-independent board and independent CNGC .
- Lead Independent Director structure: Robust lead independent director authorities and regular executive sessions without management .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Annual board retainer | $50,000 | Paid quarterly in advance |
| Lead Independent Director additional retainer | $150,000 | Not applicable to Andreessen |
| Committee retainers – Audit (Chair/Member) | $50,000 / $20,000 | |
| Committee retainers – CNGC (Chair/Member) | $25,000 / $10,000 | Andreessen serves as CNGC member |
| Privacy & Product Compliance (Chair/Member) | $50,000 / $20,000 | |
| Excess meeting fees (>4 meetings per body/year) | $4,000 per meeting | Not paid to Mr. Andreessen (explicitly excluded) |
2024 director compensation (Andreessen):
| Year | Fees Earned (Cash) | Stock Awards (Grant-date FV) | Other Comp | Total |
|---|---|---|---|---|
| 2024 | $50,000 | $325,256 | — | $375,256 |
Notes:
- Mr. Andreessen irrevocably waived the increases in cash and equity compensation beginning in 2020; his compensation remains on 2019 terms, and he is excluded from excess meeting fees .
Performance Compensation
- Structure: Annual director equity is service-based RSUs (no performance metrics). Standard annual grant for non-employee directors is $375,000 initial value; Mr. Andreessen’s annual grant is $300,000 due to his waiver. RSUs vest in full on the earlier of the next May 15 or the next annual meeting if the director does not stand or is not re-elected but serves until that meeting .
- Clawbacks: Awards under the equity plan are subject to cancellation/recoupment under company policies and applicable laws (including the Compensation Recoupment Policy) .
Recent grants:
| Grant Date | Instrument | Quantity | Vesting Terms | Source |
|---|---|---|---|---|
| 2024-06-17 | RSUs | 642 | 100% vests 2025-05-15; accelerates to 2025 AGM date if earlier and not re-elected (while serving to meeting) | |
| 2025-06-16 | RSUs | 480 | 100% vests 2026-05-15; similar acceleration if AGM is earlier and not re-elected (while serving to meeting) |
Other Directorships & Interlocks
| Entity | Relationship to META | Interlock/Transaction | Independence Determination |
|---|---|---|---|
| Coinbase Global, Inc. (Andreessen is Director; A16z significant shareholder) | Customer | Purchased advertising from Meta under standard terms/auction | Board determined this did not impair Andreessen’s independence |
| Samsara Inc. | None disclosed | None disclosed | No independence issue disclosed |
Expertise & Qualifications
- Technology founder/operator (Netscape, Opsware) and venture investor (Andreessen Horowitz), bringing finance/investment, entrepreneurship, and deep product/technology experience aligned to Meta’s strategy .
- Current committee assignment on CNGC aligns with governance and compensation oversight expertise .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % Class A | Class B | Voting Power % | Notes |
|---|---|---|---|---|---|
| Marc L. Andreessen | 48,773 | <1% | — | — | As of April 1, 2025 record date |
Unvested director RSUs at year-end 2024:
| Director | Unvested RSUs (12/31/2024) | Vest Date/Condition |
|---|---|---|
| Marc L. Andreessen | 642 | Vests fully on 2025-05-15 while serving as director |
Ownership guidelines:
- Non-employee directors must hold the lesser of 4,570 shares or $750,000 in value (directors serving as of May 2020 remain under a prior 3,050 shares / $500,000 standard). As of Dec 31, 2024, all executive officers and non-employee directors either met the applicable threshold or were within the allowed time to attain it .
Governance Assessment
Key findings
- Committee assignments/independence: Andreessen is independent and serves on the CNGC, which is entirely independent and advised by an independent compensation consultant (Compensia); the committee oversees executive pay, equity plans, governance policies, and clawbacks .
- Engagement/attendance: Board met 12 times in 2024 with no incumbent below 75% attendance; independent directors hold regular executive sessions led by the Lead Independent Director .
- Compensation/ownership alignment: He waived increases in director cash and equity compensation since 2020, reducing perceived rent-seeking; director pay is primarily equity via service-based RSUs with clear vesting and annual limits; clawback provisions apply under company policy and the plan .
- Related-party/conflict review: Board explicitly reviewed Coinbase’s purchases of Meta ads and A16z’s shareholding nexus and concluded Andreessen’s independence is not impaired; similar ordinary-course transactions with other companies were reviewed for other directors .
Red flags and risk indicators
-
Long tenure: Director since 2008; some investors may view extended tenure as a potential independence concern despite formal independence determination .
-
Controlled company status: Mr. Zuckerberg’s voting control limits minority shareholder influence on board composition/governance, though Meta voluntarily maintains a majority-independent board and independent committees .
-
Interlocks/business ties: Coinbase is a Meta customer, and A16z may be deemed a significant shareholder of Coinbase; although reviewed and cleared for independence, this remains a monitoring point for potential perceived conflicts .
-
Change-in-control acceleration: Director RSU vesting accelerates upon change-in-control if awards are not assumed/substituted; non-employee directors’ awards accelerate in full prior to consummation, which can be perceived as less performance-linked .
Performance Compensation (Detail)
| Metric | 2024 Director Equity Program | Notes |
|---|---|---|
| Annual equity type | RSUs (service-based) | No performance metrics for directors |
| Standard annual initial value | $375,000 (excludes Andreessen) | Andreessen annual value: $300,000 (waiver) |
| Vesting | Full vest on next May 15 or earlier at next AGM if not re-elected (while serving to meeting) | Annual grants approved automatically on later of June 1 or AGM date |
| Annual limit | Non-employee director aggregate comp capped at $1,000,000 ($2,000,000 first year) | Security services and tax gross-ups not counted toward the cap |
| Clawback | Awards subject to cancellation/recoupment under policies and laws | Applies via equity plan; separate company-wide recoupment policy for incentive-based pay |
Other Disclosures (Director Compensation Policy)
| Item | Detail |
|---|---|
| Deferred Compensation Plan | Directors may elect to defer cash fees and/or RSUs; payouts in lump sum or up to 10 annual installments after service or specified date |
Insider RSU Filings (Form 4)
| Date Filed | Transaction Date | Security | Qty | Vesting Note |
|---|---|---|---|---|
| 2024-06-20 | 2024-06-17 | RSUs | 642 | 100% vests 2025-05-15; AGM acceleration if not re-elected and serving to meeting |
| 2025-06-18 | 2025-06-16 | RSUs | 480 | 100% vests 2026-05-15; similar AGM acceleration condition |
Summary Implications for Investors
- Positive signals: Independent status; deep technology and investment expertise; active on CNGC; waives director pay increases; strong attendance/board process; equity-heavy, service-based director compensation with governance guardrails (annual limits, clawback) .
- Monitor: Long tenure optics; Coinbase/A16z linkage (ordinary-course customer relationship reviewed); controlled company structure; single-trigger director award acceleration in change-in-control scenarios .