Susan Li

About Susan Li

Susan Li, 39, is Meta’s Chief Financial Officer (CFO) since 2022 after serving as VP, Finance (2016–2022) and earlier finance roles since 2008; she began her career as an analyst at Morgan Stanley (2005–2008). She holds a B.A. in economics and a B.S. in mathematical & computational science from Stanford University . Under her tenure, Meta delivered strong 2024 performance: revenue of $164.50B, operating income of $69.38B (42% margin), and Family DAP of 3.35B in December 2024 . Company TSR (cumulative since 2019 base) rose to 286.35 by 2024, alongside revenue growth from $116,609M (2022) to $164,501M (2024) and net income from $23,200M (2022) to $62,360M (2024) .

Past Roles

Organization	Role	Years	Strategic Impact
Meta Platforms, Inc.	Chief Financial Officer	2022–present	Oversaw finance during 2024 revenue $164.50B and 42% operating margin
Meta Platforms, Inc.	Vice President, Finance	2016–2022	Member of equity subcommittee delegated to administer broad employee RSU grants (non-executives)
Meta Platforms, Inc.	Various finance positions	2008–2016	Progressive finance leadership roles
Morgan Stanley	Analyst	2005–2008	Early-career finance training

External Roles

Organization	Role	Years	Notes
Alaska Air Group	Director (former)	Prior 5 years	Former public company directorship

Fixed Compensation

Metric	2022	2023	2024
Base Salary Approved ($)	—	900,000	945,000
Actual Salary Earned ($)	722,338	871,154	946,731
Target Bonus %	75% (NEO plan)	75%	75%
Actual Bonus Paid ($)	575,613	980,049	877,826
2025 Target Bonus % (forward)	—	—	200% (effective 2025)

Performance Compensation

Metric	Weighting	Target	Actual	Payout	Vesting/Timing
2024 Company Priorities (Bonus Plan)	Discretionary (no preset weights)	Target bonus = 75% of base; Base eligible earnings $936,346	Company performance % = 125%	$877,826	Annual cash (2024)
Equity Awards (RSUs)	Service-based	2024 initial equity value $20,000,000; 42,870 RSUs	1/16 vest on May 15, 2024; quarterly thereafter	Grant-date FV $21,671,642 ($505.52/sh)	Quarterly vest over 4 years

Meta’s executive equity is predominantly time-based RSUs; no performance-vested RSUs were disclosed for NEOs in 2024. Annual cash incentives are paid on company-wide priorities, with committee judgment determining the performance percentage .

Equity Ownership & Alignment

Component	Amount	Notes
Beneficial Ownership (Class A)	125,163 shares; <1%	Includes trusts and near-term RSU releases; less than 1% of voting power
Li-Hegeman Living Trust	65,812 shares	Co-Trustees: Susan Li & spouse
Li-Hegeman Family Foundation	22,988 shares	Shared voting/investment power
RSUs releasable within 60 days (Susan Li)	19,641 shares	Near-term settlement window as of Apr 1, 2025
RSUs releasable within 60 days (spouse)	16,722 shares	Li disclaims beneficial ownership of spouse’s RSUs
Shares acquired on RSU vesting (2024)	76,469 shares; $39,160,204 value realized	2024 vesting settlements

Outstanding and Unvested RSUs (as of Dec 31, 2024):

Grant Date	Unvested RSUs (#)	Market Value ($) at $585.51/sh	Vesting Schedule
3/20/2020	28,793	16,858,589	1/20th quarterly; initial 2/15/2023
3/22/2021	30,211	17,688,843	1/20th quarterly; initial 2/15/2024
3/22/2021	1,181	691,487	1/16th quarterly; initial 5/15/2021
3/21/2022	20,514	12,011,152	1/16th quarterly; initial 5/15/2022
3/20/2023	61,119	35,785,786	1/16th quarterly; initial 5/15/2023
3/20/2024	34,832	20,394,484	1/16th quarterly; initial 5/15/2024

Ownership Policy and Restrictions:

Stock ownership guideline: Executive officers must own the lesser of 24,400 shares or shares valued at $4.0M within five years; all executives met thresholds or were within the permitted period as of Dec 31, 2024 .
Hedging/short sales/margin/pledging prohibited (pledging only if specifically approved); no pledging disclosed for Susan Li in beneficial ownership footnotes .
Rule 10b5-1 plans required for officers/directors .
Section 16(a) compliance: all directors/officers filed timely in 2024 .

Employment Terms

Term	Detail
Employment Agreement	Offer letter effective November 2022; at-will; eligible for annual bonus under Bonus Plan
Base Salary	$945,000 as of Dec 31, 2024
Severance	No severance entitlements or equity acceleration disclosed for NEOs; designated beneficiaries receive cash-out of outstanding unvested RSUs upon death (up to $2,000,000)
Change-of-Control	No special CIC acceleration for NEOs disclosed; equity incentives are service-based; board-level plan terms address award treatment on change-of-control generally
Clawback	Compensation Recoupment Policy for restatements (see 10-K Exhibit 97.1)
Perquisites	Personal security services ($53,406) and tax gross-up ($59,383) in 2024; company 401(k) match ($11,500)

Multi-Year Pay and Equity Summary (NEO context)

Metric	2022	2023	2024
Salary ($)	722,338	871,154	946,731
Bonus ($)	575,613	980,049	877,826
Stock Awards ($)	13,882,838	21,493,046	21,671,642
All Other Comp ($)	28,698	111,958	124,289
Total ($)	15,209,487	23,456,207	23,620,488

Company Performance During Li’s Tenure

Metric	2022	2023	2024
Revenue ($MM)	116,609	134,902	164,501
Net Income ($MM)	23,200	39,098	62,360
Company TSR (cumulative since 2019 base)	58.63	172.45	286.35

Additional 2024 operating highlights: income from operations $69.38B; operating margin 42% .

Compensation Committee & Peer Benchmarking

Compensation, Nominating & Governance Committee (CNGC): Chair Peggy Alford; members Marc L. Andreessen, Andrew W. Houston, Tony Xu; advised by independent consultant (Compensia) .
Peer groups: 2024 peer set included Alphabet, Amazon, Apple, AT&T, Cisco, Comcast, Microsoft, Netflix, PayPal, Salesforce, Disney, Uber, Verizon; updated criteria for 2025 added NVIDIA, Oracle, Visa .
Target bonus increased from 75% to 200% for NEOs starting 2025 to align total cash comp near 50th percentile of peers .
Say-on-pay (2022): >85% approval .

Compensation Structure Analysis

Equity-heavy mix: RSUs with 4-year service-based vest, quarterly cadence; cash compensation below peer medians historically; 2025 bonus target uplift raises cash component (alignment and retention balance) .
No PSU/options disclosed for Li; no repricing; equity plan prohibits underwater option repricing without shareholder approval .
Governance safeguards: ownership guidelines, hedging/pledging prohibitions, mandatory 10b5-1 trading plans, clawback policy .

Risk Indicators & Red Flags

Tax gross-ups on personal security benefits present (2024: $59,383), a governance sensitivity though modest scale for CFO .
No CIC parachute or accelerated vesting; reduces potential shareholder-unfriendly change-of-control costs .
No pledging disclosed for Li; pledging framework only noted for CEO under controlled/limited conditions .

Investment Implications

Alignment and retention: Significant unvested RSUs across 2020–2024 vintages with quarterly vesting create long-term retention and continuing equity alignment; expect routine Form 4 activity around quarterly settlements (monitor insider trading cadence) .
Cash vs equity mix: 2025 bonus target increase to 200% boosts cash comp competitiveness while equity remains predominant—likely positive for retention without diluting long-term equity alignment .
Governance and risk: Absence of CIC severance/acceleration and presence of clawbacks, ownership guidelines, and trading/pledging prohibitions support shareholder alignment; minor perquisite gross-ups merit monitoring but are not material relative to total pay .