Mark Zuckerberg
Meta PlatformsAbout Mark Zuckerberg
Founder, Chairman, and Chief Executive Officer of Meta Platforms, Inc.; director since 2004; Chairman since 2012; age 40; attended Harvard University (computer science) . Meta delivered 2024 revenue of $164.50B (+22% YoY) and a 42% operating margin; Family daily active people reached 3.35B in December 2024 . Five-year pay-versus-performance disclosure shows cumulative TSR of $286.35 on a $100 base through 2024, with 2024 net income of $62.36B and revenue of $164.50B . He is Meta’s largest and controlling shareholder with 61.0% of total voting power via Class B shares, making Meta a “controlled company” under Nasdaq rules .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Meta Platforms, Inc. | Founder & Chief Executive Officer | 2004–present | Founder-led operating and product stewardship, AI/open-source strategy, and capital allocation oversight . |
| Meta Platforms, Inc. | Chairman of the Board | 2012–present | Combined Chair/CEO leadership; strategic agenda setting with counterbalance via Lead Independent Director . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships; none in past five years . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1 | $1 | $1 |
| Bonus ($) | — | — | — |
| Stock awards ($) | — | — | — |
| All other compensation ($) | $27,110,417 | $24,399,967 | $27,219,873 |
| Total ($) | $27,110,418 | $24,399,968 | $27,219,874 |
Perquisites and security program (2024 components):
- Personal security at residences and during personal travel: ~$10,433,377 .
- Annual pre-tax security allowance: $14,000,000 .
- Personal use of private aircraft: ~$2,585,583 ; facilities improvements ~$200,913 .
- Program rationale and governance: board-approved overall security program reviewed annually; aircraft charter/time sharing paid at market rates under audit & risk oversight and compensation committee oversight .
Performance Compensation
- Annual cash incentive plan: Zuckerberg does not participate in the Bonus Plan; target bonuses apply only to other NEOs .
- Equity awards: No equity awards were granted to Zuckerberg in 2024; committee cited existing ownership alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 141,000 shares . |
| Beneficial ownership (Class B) | 342,606,985 shares (≈99.8% of Class B outstanding) . |
| % of total voting power | 61.0% (Class A=1 vote; Class B=10 votes) . |
| Controlling status | Meta is a “controlled company” due to Zuckerberg’s majority voting power . |
| Pledged shares | 12,000,000 Class B shares pledged (≈3.5% of his beneficial holdings; ≈0.5% of total outstanding shares; ≈2.1% of total voting power) . |
| Pledging framework | Caps: ≤20% of his beneficially owned shares may be pledged; aggregate loan amount ≤5% of FMV of his beneficial holdings at borrowing . |
| Stock ownership guidelines | Executives must own lesser of 24,400 shares or shares equal to $4.0M within five years; for Zuckerberg, committee will reassess ownership requirements if his holdings fall below 1% of total outstanding stock . |
| Hedging/margin | Company-wide prohibition on hedging, short sales, and holding in margin accounts; pledging prohibited unless approved (Zuckerberg has approved framework) . |
| 10b5‑1 trading plans | Directors and executive officers must transact under Rule 10b5‑1 plans (with limited waivers) . |
| Outstanding awards | No outstanding RSUs for Zuckerberg as of year-end 2024 . |
Vesting/selling pressure signals:
- No ongoing vesting from executive equity grants for Zuckerberg (no RSUs outstanding), limiting automatic selling pressure from vesting events .
- Pledging exists but within a capped framework designed to mitigate forced-sale risk .
Employment Terms
| Term | Detail |
|---|---|
| Offer letter | Amended and restated offer letter effective January 2012; at-will employment . |
| Base salary | $1 per year . |
| Bonus eligibility | Not eligible for Bonus Plan . |
| Equity awards | No 2024 grants; committee relies on existing ownership alignment . |
| Severance / COC | None of the named executive officers are entitled to severance or equity acceleration upon termination or change-in-control; death benefit cash-out of unvested RSUs up to $2,000,000 per officer (Zuckerberg has no RSUs) . |
| Indemnification (regulatory) | Company indemnification for personal liability related to being deemed ultimate controlling shareholder for regulatory approvals in certain non-U.S. jurisdictions tied to payments businesses . |
| Aircraft arrangements | Company paid ~$1.5M under charter and ~$271k under time-sharing for business travel in 2024; personal use reported in compensation . |
Board Governance
- Role and independence: Combined Chairman and CEO; not an independent director; no committee memberships . Lead Independent Director (Amb. Robert M. Kimmitt) has robust authorities (agenda-setting, calling meetings, executive session leadership) to counterbalance combined role .
- Board structure: All standing committees (Audit & Risk Oversight; Compensation, Nominating & Governance; Privacy & Product Compliance) are fully independent .
- Board activity: 12 board meetings in 2024; all incumbents met ≥75% attendance; every regular meeting includes independent director executive session .
- Controlled company: Because Zuckerberg controls a majority of voting power, Meta is a Nasdaq “controlled company,” though it voluntarily maintains a majority-independent board and independent compensation committee .
Performance & Track Record
| Metric | 2024 |
|---|---|
| Revenue ($B) | $164.50 |
| Operating margin | 42% |
| Family daily active people | 3.35B (Dec 2024 average) |
| Cumulative TSR (Dec 31, 2019 base=$100) | $286.35 |
| Net income ($B) | $62.36 |
Strategic highlights cited by the board under Zuckerberg’s leadership include AI-driven ad tools and content recommendations, expansion of Meta AI assistant, Ray‑Ban Meta AI glasses, and open-source Llama models; board notes 22% YoY revenue growth in 2024 .
Compensation Structure Analysis (CEO-specific)
- Cash/equity mix: CEO compensation is not variable—$1 base salary, no bonus, no equity awards—so pay-for-performance operates primarily through substantial equity ownership and voting control rather than incentive design .
- Perquisites: Security and aircraft costs comprise nearly all reported compensation; committee deems these necessary given threat profile and company benefit, reviews annually .
- Clawback: Company-wide Compensation Recoupment Policy applies to incentive-based compensation; largely not applicable to the CEO due to absence of such pay .
Related Party Transactions (Governance risk indicators)
- Aircraft arrangements: Company payments under charter and time-sharing for Zuckerberg’s aircraft for business travel: ~$1.5M and ~$271k, respectively, in 2024; personal use reported in compensation .
- Indemnification: Arrangement to indemnify Zuckerberg for personal liability in certain non-U.S. regulatory settings related to payments subsidiaries .
Say‑on‑Pay & Shareholder Feedback
- 2022 say‑on‑pay support exceeded 85% of votes cast; board recommends triennial say‑on‑pay frequency given long-term equity horizons for NEOs (CEO excluded from bonuses/equity) .
Equity Ownership & Alignment (Detail Table)
| Category | Data |
|---|---|
| Class A owned | 141,000 shares |
| Class B owned | 342,606,985 shares |
| % of Class B outstanding | 99.8% |
| % total voting power | 61.0% |
| Shares pledged | 12,000,000 Class B (≈3.5% of his holdings; ≈0.5% of total outstanding; ≈2.1% voting power) |
| Pledging limits | ≤20% of owned shares pledged; loan amount ≤5% of FMV of owned shares at borrowing |
| Stock ownership guideline | Executives: lesser of 24,400 shares or $4.0M; Board may reassess CEO guideline if holdings <1% of total outstanding |
| Hedging/margin | Hedging, shorting, margin accounts prohibited; pledging restricted by committee approval (CEO framework approved) |
| 10b5‑1 requirement | Trades by executives/directors through Rule 10b5‑1 plans |
| Outstanding RSUs | None for CEO |
Investment Implications
- Alignment: Extraordinary ownership (61% voting power; 99.8% of Class B) aligns the CEO’s wealth with long-term equity value; absence of cash/equity incentives limits near‑term pay-performance levers but amplifies founder-owner alignment .
- Selling pressure: No recurring vesting from CEO awards; policy requires 10b5‑1 plans for insider trades; pledged shares exist under capped framework designed to mitigate forced-sale risk .
- Governance: Controlled company structure and combined Chair/CEO concentrate authority; board attempts to counterbalance via a strong Lead Independent Director and fully independent committees; investors should weigh the benefits of stable founder control against governance risks and the existence of pledging and related-party aircraft arrangements .
- Pay optics: CEO reported compensation consists predominantly of security and travel program costs; CEO pay ratio of 65:1 reflects security program rather than incentive pay; say‑on‑pay support has been strong historically .