Nancy Killefer
Meta PlatformsAbout Nancy Killefer
Nancy Killefer is an independent director of Meta, serving since 2020. She is age 71, chairs the Privacy & Product Compliance Committee, and sits on the Audit & Risk Oversight Committee; she is designated an “audit committee financial expert” under SEC rules and holds a B.A. in economics from Vassar and an M.S.M. in finance from MIT . The board affirms her independence under Nasdaq rules, and all standing committees are comprised of independent directors . Current outside boards include Cardinal Health, Inc. and Certara, Inc.; prior five-year public company boards include Natura & Co. and Taubman Centers, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Governing Board Member; Head & Founder, Global Public Sector Practice; Head, Washington D.C. Office; various roles | Senior Partner (1992–2013); Governing Board (2000–2006; 2007–2013); Global Public Sector (2005–2012); DC Office (2000–2007); at firm (1979–1992) | Built global public sector practice; strategic oversight experience |
| U.S. Department of the Treasury | Assistant Secretary for Management; CFO & COO | 1997–2000 | Enterprise finance, operations, compliance leadership |
| IRS Oversight Board | Member; Chair | Member (2000–2005); Chair (2002–2004) | Governance oversight of IRS operations and accountability |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health, Inc. | Director | Current | Not disclosed in Meta proxy |
| Certara, Inc. | Director | Current | Not disclosed in Meta proxy |
| Natura & Co. | Director | Former (within past five years) | Not disclosed in Meta proxy |
| Taubman Centers, Inc. | Director | Former (within past five years) | Not disclosed in Meta proxy |
Board Governance
| Committee | Role | Meetings in 2024 | Independence/Qualifications |
|---|---|---|---|
| Audit & Risk Oversight | Member | 15 | All members independent; Killefer qualifies as audit committee financial expert and has financial sophistication under Nasdaq rules |
| Privacy & Product Compliance | Chair | 4 | All members independent; committee oversees FTC consent order compliance, product compliance, AI-related risks, DMA compliance, and internal audit activities related to privacy/data |
- Board met 12 times in 2024; no incumbent director attended fewer than 75% of board and committee meetings during their service period. Regular executive sessions of independent directors occur at each board meeting, led by the Lead Independent Director .
- Meta, while a controlled company, voluntarily maintains a majority-independent board and independent standing committees .
Fixed Compensation
| Component | Meta Policy | Nancy Killefer – 2024 |
|---|---|---|
| Annual board cash retainer | $50,000 | Included in total cash fees |
| Audit & Risk Oversight Committee (member) | $20,000 (non-chair) | Included in total cash fees |
| Privacy & Product Compliance (chair) | $50,000 (chair) | Included in total cash fees |
| Excess meeting fees | $4,000 per meeting after the fourth (per board or committee) | Policy applies; specific meetings attended not disclosed; total cash reflects actual attendance |
| Fees earned or paid in cash (2024) | — | $188,000 |
- Cash retainers are paid quarterly in advance; excess meeting fees paid after year-end for meetings beyond four per body per year (excluding Mr. Andreessen) .
Performance Compensation
| Equity Element | 2024 Value/Count | Vesting/Terms |
|---|---|---|
| Annual RSU grant (standard) | 802 RSUs; grant date fair value $406,317 | Vests fully on May 15, 2025 (or next annual meeting date if not re-elected), subject to continued board service |
| Annual grant timing | Initial equity value $375,000; awards approved automatically on later of June 1 or annual meeting date | As per Director Compensation Policy |
| Options | None outstanding for directors under plans | Meta grants RSUs to directors; options not outstanding as of 12/31/2024 |
- Initial equity grants for new directors: prorated RSUs equal to annual grant, and an additional $1,000,000 RSU grant vesting quarterly over ~4 years; annual director compensation capped at $1,000,000, first-year cap $2,000,000. Director security services and associated tax gross-ups, when provided, are non-compensatory and excluded from caps .
Other Directorships & Interlocks
| Company | Relationship to Meta | Potential Interlock/Conflict Observations |
|---|---|---|
| Cardinal Health, Inc. | Killefer is a current director | No Meta related-party transactions disclosed with Cardinal Health; board independence affirmed for non-employee directors |
| Certara, Inc. | Killefer is a current director | No Meta related-party transactions disclosed with Certara; board independence affirmed |
- Meta disclosed ordinary-course advertising or services relationships with PayPal, Stripe, Dropbox and others tied to certain other directors; these were deemed not to impair independence. No such relationships are disclosed for Killefer .
Expertise & Qualifications
- Extensive leadership and compliance oversight in public and private sectors; strategic advisory background from McKinsey senior partnership and board governance roles .
- Public-sector finance and operations expertise from Treasury (Assistant Secretary; CFO & COO) and IRS Oversight Board Chair experience .
- Audit committee financial expert designation and financial sophistication under Nasdaq rules; strengthens oversight of financial reporting, controls, and risk .
- Privacy, product compliance, AI governance, and regulatory oversight credentials as chair of the Privacy & Product Compliance Committee; scope includes FTC consent order, DMA compliance, and internal audit oversight for privacy/data .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Class A shares beneficially owned (as of Apr 1, 2025) | 12,244 | Consists of 11,442 held of record + 802 RSUs releasable within 60 days |
| % of total voting power | Less than 1% | As reported; Class B carries 10 votes per share; directors listed with “*” for <1% |
| RSUs outstanding (as of 12/31/2024) | 802 | Annual RSU grant; vests May 15, 2025 subject to service |
- Stock ownership guidelines: non-employee directors must own the lesser of 4,570 shares or $750,000 in value by the later of May 2025 or 5 years from appointment. As of Dec 31, 2024, all executive officers and non-employee directors either met thresholds or were within permitted time to attain them .
- Meta prohibits hedging, short sales, margin accounts, and pledging of company stock unless approved by the compensation, nominating & governance committee; pledge framework disclosed applies to Zuckerberg, not to Killefer .
Governance Assessment
- Committee effectiveness: Killefer’s dual role (Audit member, Privacy Chair) positions her at the center of Meta’s highest-risk oversight (financial controls, privacy/compliance, AI governance). Audit “financial expert” status is a positive competency signal .
- Independence and attendance: Board confirms independence annually; standing committees are independent; no incumbent director fell below the 75% attendance threshold in 2024, supporting engagement expectations .
- Alignment and incentives: Compensation mix is balanced—$188,000 cash and RSUs valued at $406,317 (802 units), vesting on a one-year cadence that fosters ongoing service alignment; no options or PSUs for directors, limiting pay-for-performance complexity and avoiding riskier instruments .
- Conflicts and related-party exposure: No related-party transactions disclosed for Killefer; Meta’s related-party framework assigns audit oversight for approvals/ratifications, and audit explicitly reviews related-party transactions—this mitigates conflict risk .
- Ownership and policy compliance: Beneficial ownership exceeds the minimum share-count threshold and falls under strict trading/pledging prohibitions (with narrow exceptions requiring committee approval). No pledging by Killefer is disclosed—low alignment risk .
RED FLAGS: None disclosed specific to Killefer. No attendance shortfalls, related-party transactions, hedging/pledging, or pay anomalies noted in Meta’s filings for her role .