Tony Xu
Meta PlatformsAbout Tony Xu
Tony Xu is an independent director at Meta Platforms, Inc., serving since 2022; he is 40 years old and is the co‑founder, CEO, and Chairman of DoorDash, Inc. He holds a B.S. in Industrial Engineering & Operations Research from UC Berkeley and an MBA from Stanford GSB . At Meta, Xu is designated independent and serves on the Compensation, Nominating & Governance (CNG) Committee; he is not a committee chair . In 2024, Meta’s board met 12 times and no incumbent director attended fewer than 75% of aggregate board and committee meetings, indicating at least 75% attendance by Xu for 2024 .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| DoorDash, Inc. | Co‑Founder & Chief Executive Officer | 2013–present | Technology and consumer marketplace operator experience cited by Meta as board-relevant . |
| DoorDash, Inc. | Chairman of the Board | 2020–present | Founder-led operating perspective highlighted in Meta’s director qualifications . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DoorDash, Inc. (public) | Director (Chairman) | 2020–present | Listed as Xu’s “Other Current Public Company Directorships” . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director; board’s annual review confirmed independence . |
| Meta committees | Compensation, Nominating & Governance (member); not chair . |
| Committee focus | CNG oversees executive pay, equity plans, director nominations, governance guidelines, succession planning, clawback policies, and board/committee self-evaluations; 8 meetings in 2024 . |
| Attendance | Board held 12 meetings in 2024; no incumbent director attended <75% of aggregate meetings (board + committees) . |
| Board structure context | Lead Independent Director with robust authorities; regular executive sessions; “controlled company” but Meta opts for majority independent board and independent committees . |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $108,000 | Actual 2024 cash compensation reported for Xu . |
| Policy parameters | $50,000 annual board retainer | Director cash retainer level (context) . |
| Policy parameters | $10,000 CNG committee (non‑chair) retainer | Committee member retainer (context) . |
| Policy parameters | $4,000 per excess meeting | Payable for each board or committee meeting attended beyond the 4th per calendar year (context) . |
| Meeting volumes (context) | 12 board meetings; 8 CNG meetings in 2024 | Indicates excess-meeting fee opportunity; actual attendance at or above 75% . |
The $108,000 total reflects the policy structure of: (i) board retainer ($50,000), (ii) CNG retainer ($10,000), and (iii) excess meeting fees for board (beyond 4 of 12) and CNG (beyond 4 of 8) meetings at $4,000 per excess meeting, consistent with Meta’s policy and 2024 meeting counts .
Performance Compensation
| Equity Element | Grant detail | Vesting | 2024 Accounting Value |
|---|---|---|---|
| Annual Director RSU (2024) | 802 RSUs (standard grant to non‑employee directors, excluding Mr. Andreessen) | Vests fully on the earlier of May 15, 2025 or the 2025 annual meeting date (if not standing/re‑elected) . | Included in $406,317 “Stock Awards” for Xu in 2024 . |
| Initial Director RSU (one‑time at appointment) | $1,000,000 initial value (Xu joined in 2022); 945 RSUs outstanding as of 12/31/24 | Vests over ~4 years in 16 equal quarterly installments . | N/A for 2024 grant‑date accounting; included in outstanding holdings . |
| Stock awards total (2024) | — | — | $406,317 (aggregate grant-date fair value) . |
- Clawback/recoupment: The CNG Committee reviews and approves clawback/recoupment policies that apply to directors and others, enabling recovery where required (policy-level governance) .
Other Directorships & Interlocks
| Type | Detail | Governance Treatment |
|---|---|---|
| External public board | DoorDash, Inc. (Director/Chairman) | — |
| Commercial relationships | DoorDash purchased advertising from Meta under standard terms; board considered these ordinary-course relationships for several directors’ affiliated entities (including Xu) and affirmed independence . | Board determined such arrangements do not impair independent judgment . |
Expertise & Qualifications
- Founder/CEO experience in technology, product innovation and consumer experience; brings founder-led operating perspective to Meta’s board .
- Education: UC Berkeley B.S. (IEOR); Stanford GSB MBA .
Equity Ownership
| Measure (as of April 1, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 6,913 shares | Consists of 5,922 Class A shares + 991 RSUs releasable within 60 days . |
| Ownership % of outstanding | <1% | Reported as less than 1% . |
| Outstanding director RSUs (not in 60‑day count) | 802 RSUs (annual 2024 grant) | Vests May 15, 2025 (post 60‑day window) . |
| Ownership guidelines (directors) | Lesser of 4,570 shares or $750,000 in value; deadline is later of May 2025 or five years from becoming a director | Company reports all non‑employee directors either met thresholds or are within allowed time window as of 12/31/24 . |
Governance Assessment
- Board effectiveness and engagement: Xu sits on the fully independent CNG Committee that met 8 times in 2024 and oversees executive compensation, director nominations, governance policies, succession planning, clawbacks, and the annual board/committee self‑evaluations—key levers of governance rigor at Meta . At least 75% meeting attendance in 2024 underscores engagement .
- Independence and potential conflicts: Xu is independent. DoorDash is a Meta advertiser under standard terms; the board reviewed these and determined they do not impair independence—a potential conflict mitigated through ordinary‑course, arm’s‑length arrangements and oversight .
- Compensation alignment: Director pay tilts to equity via annual RSUs (and prior initial RSUs), aligning incentives with long‑term shareholder value; 2024 compensation mix for Xu was $108,000 cash and $406,317 equity grant‑date value . Stock ownership guidelines further promote alignment, with directors either in compliance or within the compliance period as of year‑end 2024 .
- RED FLAGS: None disclosed specific to Xu. Note the dual‑class “controlled company” structure concentrates voting power with the CEO; however, Meta has opted for majority independent directors and independent committees, and maintains a Lead Independent Director with robust authority and regular executive sessions—mitigating governance risk at the board process level . Related party transaction disclosures for 2024 do not list Xu‑related transactions; Broadcom (another director’s affiliation) is disclosed, underscoring the board’s practice of reviewing material relationships .