8-KLeadership Changes

Meta Platforms, Inc. 8-K Report, Executive Changes (Mar 6, 2013)

Filed March 6, 2013For Securities:META

Summary

Facebook, Inc. (now Meta Platforms, Inc.) announced on March 5, 2013, the appointment of Susan Desmond-Hellmann to its Board of Directors. This move signals a potential strengthening of the company's governance and strategic oversight by adding an experienced individual to its board. Dr. Desmond-Hellmann's compensation includes an annual retainer of $50,000 and a grant of 20,000 restricted stock units (RSUs) that will vest over four years, aligning her interests with long-term shareholder value. The company will also enter into a standard indemnification agreement with her, a common practice for directors to ensure they are protected for actions taken in their official capacity. Investors should note this appointment as a move to enhance board expertise without any immediate performance-contingent financial commitments beyond standard director compensation.

Key Highlights

  • 1Susan Desmond-Hellmann appointed as a new member of the Board of Directors.
  • 2No prior arrangement or understanding led to Dr. Desmond-Hellmann's appointment.
  • 3Director compensation includes an annual retainer of $50,000 (prorated for 2013).
  • 4Dr. Desmond-Hellmann will receive 20,000 restricted stock units (RSUs) as compensation.
  • 5RSUs will vest over four years, starting May 15, 2014, contingent on continued service.
  • 6Company will enter into a standard indemnification agreement with Dr. Desmond-Hellmann.

Frequently Asked Questions

Susan Desmond-Hellmann has been appointed as a new member of Facebook's (now Meta Platforms) Board of Directors. The filing does not specify the exact reasons for her appointment beyond strengthening the board, but it is a common practice to add experienced individuals to enhance governance and strategic oversight.

Dr. Desmond-Hellmann will receive an annual retainer of $50,000, which will be prorated for the remainder of 2013. Additionally, she will be granted 20,000 restricted stock units (RSUs) that vest over four years.

The 20,000 RSUs granted to Dr. Desmond-Hellmann will vest over a four-year period. Approximately one-fourth of the shares vest on May 15, 2014, and the remaining shares vest in sixteen equal installments on each subsequent quarterly vesting date, provided she continues to serve the company.

An indemnification agreement is a contract where the company agrees to cover certain costs and liabilities incurred by a director (or officer) as a result of their service. In this case, Facebook will indemnify Dr. Desmond-Hellmann for expenses related to legal actions arising from her role as a director, which is a standard protective measure for board members.