Tracey Travis

About Tracey T. Travis

Tracey T. Travis is an independent director of Meta Platforms, Inc., serving since 2020; she is age 62 and currently Executive Vice President & Senior Advisor to the CEO at The Estée Lauder Companies, after serving as Estée Lauder’s CFO from 2012–2024 . She chairs Meta’s Audit & Risk Oversight Committee and is designated an “audit committee financial expert” under SEC rules . Her education includes a B.S.E. in industrial engineering (University of Pittsburgh) and an MBA in finance and operations (Columbia University) .

Past Roles

External Roles

Board Governance

• Independence: Travis is an independent director; Meta’s board determined she and other non-employee directors are independent under Nasdaq rules .
• Committee assignments: Chair, Audit & Risk Oversight; members include Peggy Alford, John Arnold, Nancy Killefer, Hock E. Tan; 15 meetings held in 2024 .
• Audit committee financial expertise: Travis qualifies as an “audit committee financial expert” and has financial sophistication as defined under Nasdaq rules .
• Board meetings/attendance: The board met 12 times in 2024; no incumbent director attended fewer than 75% of applicable board and committee meetings .
• Executive sessions: Each regular board meeting includes an independent-director executive session led by the Lead Independent Director (Robert M. Kimmitt) .
• Controlled company context: Meta is a “controlled company” under Nasdaq due to Mr. Zuckerberg’s voting control but has opted for independent committees and majority-independent board .

Fixed Compensation

Policy framework for non-employee directors (cash retainers):

Travis – 2024 actual cash and equity totals:

Notes:

• Cash retainers paid quarterly and excess meeting fees may apply per policy .
• Director compensation is reviewed annually by the Compensation, Nominating & Governance Committee with input from Compensia .

Performance Compensation

Annual and initial equity grants for non-employee directors:

Travis – 2024 RSU specifics:

Plan provisions relevant to directors:

• Change-of-control: Non-employee director awards accelerate in full prior to consummation of a change in control .
• Repricing: Prohibited without prior shareholder approval .
• Clawbacks: Awards subject to cancellation/recoupment under applicable policies and laws, including Meta’s Compensation Recoupment Policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial leadership: Multiple CFO roles across global consumer companies; audit committee financial expert designation .
• Industrial engineering and MBA in finance/operations: Technical and financial rigor aligned with audit oversight .
• Global operations and capital allocation: Supports oversight of strategy, risk, and international presence .

Equity Ownership

Beneficial ownership and alignment:

Ownership guidelines and compliance:

• Directors must own the lesser of 4,570 shares or shares equal to $750,000 by the later of May 2025 or five years from becoming a non-employee director; those serving as of May 2020 are subject to prior threshold (3,050 shares or $500,000) .
• As of December 31, 2024, all executive officers and non-employee directors either met the applicable ownership threshold or were within the permitted time period to attain required ownership .

Outstanding shares context:

• Outstanding shares as of April 1, 2025: 2,181,270,402 Class A and 343,179,151 Class B .

Transactions/pledging:

• Meta policies prohibit hedging, margin accounts, pledging (unless approved), and short sales; applies to executives and, via director policies, to directors .

Governance Assessment

Strengths and signals supporting investor confidence:

• Audit chair and financial expert: Travis provides robust oversight of financial reporting, internal controls, auditor independence, and enterprise risk; the committee met 15 times in 2024 and issued its report recommending inclusion of audited financials in the 2024 Form 10-K .
• Independence affirmed: Board evaluated ordinary-course transactions (including Estée Lauder ad purchases) and concluded no impairment of independent judgment for Travis .
• Attendance and engagement: Board held 12 meetings; no director fell below 75% attendance; regular independent executive sessions enhance oversight .
• Director ownership: Travis holds 11,442 Class A shares plus 802 RSUs releasable within 60 days, and directors are subject to stock ownership guidelines to align interests .

Risks and monitoring points:

• Controlled company structure: Zuckerberg’s voting control remains; while Meta has opted into majority-independent board and committees, this structure can limit shareholder influence on governance changes .
• Related-party ecosystem: Ordinary-course business with companies of sitting directors (including Estée Lauder) requires ongoing monitoring by the Audit & Risk Oversight Committee; the committee has explicit responsibility for related-party transaction review .
• Director security and tax gross-ups: Policy permits personal security services and related tax gross-ups for directors; while non-compensatory and excluded from the compensation cap, such gross-ups (e.g., seen for another director in 2024) are generally viewed as shareholder-unfriendly and should be limited to necessity .

Overall, Travis’s finance expertise and leadership as Audit Chair, coupled with affirmed independence and ownership alignment, support board effectiveness. Continued transparency on related-party reviews and restraint on director perquisites will help sustain investor confidence.