Robert Kimmitt
Meta PlatformsAbout Robert M. Kimmitt
Robert M. “Ambassador” Kimmitt, age 77, has served on Meta’s board since 2020 and is the Lead Independent Director. He sits on the Privacy & Product Compliance Committee and brings deep legal, regulatory, and public-policy expertise from senior U.S. government roles, as well as private-sector leadership and finance experience; he holds a B.S. from West Point and a J.D. from Georgetown, is a decorated Vietnam War veteran, and attained the rank of Major General in the U.S. Army Reserve . As Lead Independent Director, he co-sets board agendas with the Chair, can call special board meetings, presides over executive sessions, and leads governance matters including CEO evaluation and committee selections .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Deputy Secretary | 2005–2009 | Senior leadership; policy and oversight |
| U.S. Department of the Treasury | General Counsel | 1985–1987 | Legal leadership |
| U.S. Department of State | Under Secretary of State for Political Affairs | 1989–1991 | Senior diplomatic leadership |
| United States | Ambassador to Germany | 1991–1993 | Diplomatic leadership |
| National Security Council | Executive Secretary & General Counsel | 1983–1985 | National security legal counsel |
| Time Warner Inc. | EVP, Global Public Policy | 2001–2005 | Corporate policy leadership |
| Commerce One | Vice Chairman & President | 2000–2001 | Executive leadership |
| Lehman Brothers | Managing Director | 1993–1997 | Investment banking leadership |
| Wilmer Cutler Pickering Hale and Dorr (WilmerHale) | Partner | 1997–2000 | Legal practice leadership |
| Sidley & Austin | Partner | 1987–1989 | Legal practice leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WilmerHale | Senior International Counsel | 2009–present | Not a partner; no comp tied to Meta matters; walled off from Meta work |
| Public Company Boards (current) | None | — | None disclosed |
| Public Company Boards (past 5 years) | None | — | None disclosed |
Board Governance
- Roles and committees: Lead Independent Director; member, Privacy & Product Compliance (PPCC) .
- Lead Independent Director authority: co-sets board agendas; can call special board meetings; presides over executive sessions; liaison to Chair; leads governance matters incl. CEO evaluation and committee chairs/memberships .
- Committee activity: PPCC held 4 meetings in 2024; scope includes oversight of Meta’s comprehensive privacy program (FTC order compliance), product compliance (content governance, youth well-being, AI), and DMA compliance .
- Independence: Board determined Kimmitt is independent despite WilmerHale’s representation of Meta (~3% of WilmerHale’s 2024 revenue); he provided de minimis services to Meta pre-appointment, is not a partner, receives no related compensation, and is walled off from Meta matters .
- Attendance: Board met 12 times in 2024; no incumbent director attended less than 75% of board and committee meetings of which they were a member .
- Executive sessions: Independent directors meet regularly in executive session led by the Lead Independent Director .
- Controlled company context: Meta is a Nasdaq “controlled company”; despite this, the board maintains a majority of independent directors and fully independent committees .
Fixed Compensation
| Component (Policy) | Amount | Notes |
|---|---|---|
| Annual board retainer | $50,000 | Paid quarterly in advance |
| Lead Independent Director retainer | $150,000 | Paid in addition to board retainer |
| PPCC member retainer (non-chair) | $20,000 | Paid quarterly |
| Excess meeting fee | $4,000 per meeting | For >4 board or >4 committee meetings attended per calendar year (other than Mr. Andreessen) |
| 2024 Cash Compensation (Kimmitt) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 252,000 |
Notes:
- Cash fees reflect the policy components above and any excess meeting fees as applicable .
- Directors may defer cash fees under the Deferred Compensation Plan; Kimmitt elected to defer eligible 2024 cash fees .
Performance Compensation
| Element | 2024 Detail | Vesting / Terms |
|---|---|---|
| Annual RSU grant (standard) | 802 RSUs based on $375,000 initial grant value for non-employee directors | Vests fully on May 15 of the following year, subject to service; Kimmitt held 802 RSUs to vest 5/15/2025 |
| Stock awards (grant date fair value) | $406,317 (Kimmitt) | ASC 718 grant-date fair value |
| Deferral election | Deferred RSUs elected for 2024 grants | Settlement deferred per Deferred Compensation Plan |
Notes:
- Director equity is service-vested (no performance metrics); annual grants are approved on the later of June 1 or the annual meeting date and vest as above .
- The Director Compensation Policy caps aggregate non-employee director compensation at $1,000,000/year (first-year limit $2,000,000) excluding non-compensatory security services and related tax gross-ups .
Other Directorships & Interlocks
| Category | Status | Notes |
|---|---|---|
| Current public company directorships | None | Reduces potential interlocks |
| Former public company directorships (past 5 years) | None | — |
| Law firm relationship | WilmerHale | Meta engagements ≈3% of WilmerHale 2024 revenue; Kimmitt not a partner; walled off; independence affirmed |
Expertise & Qualifications
- Legal, regulatory, compliance, and public policy expertise; finance experience; extensive public/private sector leadership .
- Education: B.S., United States Military Academy (West Point); J.D., Georgetown University Law Center .
- Military: Decorated combat veteran (Vietnam); Major General, U.S. Army Reserve .
- As Lead Independent Director, he publicly communicates board oversight priorities (authored the board letter to shareholders in the 2025 proxy) .
Equity Ownership
| Item | Amount | As-of / Notes |
|---|---|---|
| Class A shares owned (beneficial) | 9,945 | As of April 1, 2025 |
| RSUs releasable within 60 days | 234 | As of April 1, 2025 |
| RSUs outstanding (annual grant) | 802 | Vests May 15, 2025; settlement deferred |
Directors are subject to stock ownership guidelines and restrictions on transactions in Meta securities as described in the proxy (directors may also defer equity under the Deferred Compensation Plan) .
Governance Assessment
-
Strengths and positive signals:
- Lead Independent Director with robust authority, independent executive sessions, and active governance leadership — a counter-balance to a combined Chair/CEO and controlled-company structure .
- Independence affirmed notwithstanding WilmerHale ties; structural safeguards and lack of economic linkage to Meta matters reduce conflict risk .
- Attendance: no incumbent director below 75% across board and committee meetings in 2024; board met 12 times, indicating high cadence of oversight .
- Compensation mix emphasizes equity with service-based vesting; 2024 deferral election by Kimmitt further aligns long-term incentives and reduces near-term cash optics .
-
Potential risks and areas to monitor:
- Related-party optics: WilmerHale’s work for Meta (~3% of firm revenue in 2024) presents a perceived conflict even with walls and independence determinations; continued audit/CG oversight warranted .
- Controlled company status and combined Chair/CEO remain structural governance risks; mitigations rely on the Lead Independent Director and fully independent committees .
-
Compensation reasonableness (director-specific):
- 2024 total for Kimmitt ($658,317) comprised $252,000 cash and $406,317 equity, consistent with policy levels (Lead Independent Director and committee retainers plus standard annual RSUs), with caps and deferral options in place .
-
Engagement:
- As Lead Independent Director, Kimmitt highlighted board oversight focus on strategy, risk, AI, and independence refresh — signaling active board engagement with evolving risk and technology landscape .