Mary Meeker
About Mary Meeker
Mary Meeker (age 65) has served as an independent director of Block, Inc. (ticker: XYZ) since June 2011. She is a General Partner at Bond Capital (since January 2019), previously a General Partner at Kleiner Perkins (2010–2018) and Managing Director/Research Analyst at Morgan Stanley (1991–2010). She holds a B.A. in Psychology from DePauw University and an M.B.A. from Cornell University, and was selected to the board for her extensive experience advising and analyzing technology companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bond Capital | General Partner | Jan 2019–present | Growth investing; technology market expertise |
| Kleiner Perkins Caufield & Byers | General Partner | Dec 2010–Dec 2018 | Venture capital leadership; technology portfolio oversight |
| Morgan Stanley | Managing Director and Research Analyst | 1991–2010 | Technology equity research; strategic advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nextdoor Holdings, Inc. | Director | Sep 2019–Jun 2024 | Not disclosed in proxy |
| Various privately held companies | Director | Current | Board service across private tech companies |
Board Governance
- Independence: The board determined Mary Meeker is independent under NYSE standards; all members of the Compensation Committee (which she chairs) are independent and qualify as “non-employee directors” under Rule 16b-3 .
- Committee assignments: Chair, Compensation Committee; member, Compensation Committee .
- Board/committee engagement: Board held 4 meetings in FY2024; each director attended at least 75% of board and relevant committee meetings. Compensation Committee held 6 meetings in 2024 .
- Lead Independent Director: Roelof Botha serves as Lead Independent Director; Mr. Dorsey is Chair and PEO, with a combined role structure and a designated LID .
- Risk oversight: Compensation Committee oversees executive compensation philosophy, director pay, and equity plan administration per charter; Audit & Risk Committee handles related-party transactions, risk, and compliance (context for overall governance balance) .
Fixed Compensation
| Component | 2024 Policy/Outcome | 2025 Amended Policy (effective Apr 1, 2025) |
|---|---|---|
| Annual cash retainer | $40,000; Meeker elected RSUs in lieu of cash | $50,000 |
| Compensation Committee Chair retainer | $15,000; Meeker elected RSUs in lieu of cash | $25,000 |
| Annual equity retainer (RSUs) | $250,000; 4,038 RSUs granted Jun 18, 2024; vest at earlier of 1 year or Annual Meeting | $275,000 |
| Meeting fees | None disclosed | None disclosed |
Director compensation paid to Meeker in 2024:
- Cash fees: $0 (all retainers taken in RSUs)
- Stock awards: $302,981 aggregate grant-date fair value (ASC 718)
- Total: $302,981
RSUs in lieu of cash retainers (2024):
| Grant Date | Number of RSUs | Grant-Date Fair Value ($) | Cash Retainer Forgone ($) |
|---|---|---|---|
| Jan 2, 2024 | 177 | 12,783 | 13,750 |
| Apr 1, 2024 | 162 | 13,197 | 13,750 |
| Jul 1, 2024 | 213 | 13,598 | 13,750 |
| Oct 1, 2024 | 204 | 13,452 | 13,750 |
Annual director RSU grants (2024):
- Meeker: 4,038 RSUs on Jun 18, 2024; grant-date fair value $249,952; vest and settle at earlier of first anniversary or Annual Meeting, subject to continued service .
Performance Compensation
- Director equity awards are time-based RSUs; no director stock options or PSUs disclosed; no performance metrics tied to director compensation disclosed .
- Company-wide clawback policies: Financial Restatement Clawback Policy effective Oct 2, 2023 (SEC/NYSE-compliant) and severance clawback policy adopted Oct 2023 (applies to covered individuals with severance agreements); Compensation Committee recommended and Board adopted these policies .
- Pay-versus-performance disclosure: Company did not use a “Company-Selected Measure” for 2024 under Item 402(v), reflecting equity-heavy executive compensation philosophy overseen by Meeker’s committee; this underscores emphasis on long-term shareholder value alignment rather than short-term metric targets .
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| Nextdoor Holdings, Inc. | Former Director (through Jun 2024) | No current public company boards disclosed |
| Compensation committee interlocks | — | None; no officer cross-service or Item 404 relationships among comp committee members |
Expertise & Qualifications
- Credentials: General Partner, Bond Capital; prior General Partner, Kleiner Perkins; former Morgan Stanley Managing Director/Research Analyst .
- Education: B.A. Psychology (DePauw University); M.B.A. (Cornell University) .
- Board qualifications: Selected for extensive experience advising and analyzing technology companies .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Outstanding | Voting Power Notes |
|---|---|---|---|---|
| Mary Meeker (beneficial owner) | 417,732 | — | <1% | Includes 411,915 shares held of record; plus 5,817 shares held by KPCB sFund Associates, LLC where Meeker is a member (may share voting/investment control) |
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging transactions, supporting alignment (company-level disclosure) .
Governance Assessment
- Strengths: Independent director since 2011 with deep tech investing and research domain expertise; Chair of an all-independent Compensation Committee; strong shareholder support for executive compensation (≈98% say-on-pay approval in 2024; 2025 advisory support 917,712,092 for vs. 23,009,095 against) signaling confidence in committee oversight .
- Engagement: Compensation Committee met 6 times in 2024; board meeting attendance threshold met (≥75% for each director) .
- Alignment: Meeker takes equity in lieu of cash retainers and receives annual RSUs with service-based vesting; beneficial ownership includes personal holdings and a small interest via KPCB sFund Associates; no pledging permitted .
- Conflicts/RED FLAGS: No Item 404 related-party transactions disclosed for Meeker; minimal related holdings via KPCB sFund Associates noted without transactional exposure. Broader governance considerations include dual-class voting control concentration within Class B holders and staggered board, which can entrench control though not attributable to Meeker’s actions .
- Signals: Adoption of clawback policies and independent comp committee structure indicate robust governance; continued equity-heavy compensation approach aligns with long-term shareholder value focus overseen by Meeker .