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Facebook Proxy - ProxySite.com

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2021 Proxy Statement - SEC.gov

2021 Proxy Statement – SEC.gov

DEF 14A
1
DocumentUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549____________________________________________ SCHEDULE 14A INFORMATIONProxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )____________________________________________ Filed by the Registrant. ý Filed by a Party other than the Registrant. ¨Check the appropriate box:¨Preliminary Proxy Statement¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))ýDefinitive Proxy Statement¨Definitive Additional Materials¨Soliciting Material under § 240. 14a-12Facebook, Inc. (Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement if other than the Registrant)Payment of Filing Fee (Check the appropriate box):ýNo fee required. ¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:¨Fee paid previously with preliminary materials. ¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No. :(3)Filing Party:(4)Date Filed:Mark ZuckerbergChairman and Chief Executive Officer Robert M. KimmittLead Independent DirectorTo Our ShareholdersYou are cordially invited to attend the 2021 Annual Meeting of Shareholders (Annual Meeting) of Facebook, Inc. to be held on May 26, 2021, at 10:00 a. m. Pacific Time. The Annual Meeting will be a completely virtual meeting of shareholders conducted via live audio webcast to enable our shareholders to participate from any location around the world that is convenient to them. You will be able to attend the Annual Meeting by visiting matters expected to be acted upon at the Annual Meeting are described in detail in the accompanying Notice of Annual Meeting of Shareholders and proxy may cast your vote over the internet, by telephone, or by completing and mailing a proxy card to ensure that your shares will be represented. Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend and vote your shares electronically at the Annual you for your continued investment in Facebook. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 26, 2021: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT Message from Our Lead Independent DirectorFellow Shareholders, First and foremost, I hope that you and your loved ones are safe and well in these unusual behalf of Facebook’s board of directors, I would like to share some thoughts with you about your board’s oversight and key areas of focus over this unforgettable past year, my first as Lead Independent Director. Facebook’s primary focus in this pandemic year has been to ensure the welfare and continuity of support for our employees and contractors, as well as the millions of small businesses and our community of over three billion people who use our products and services each stewards of the company, your board looks out for the interests of shareholders and that commitment remains steadfast. We also are dedicated to seeing that Facebook continues to innovate and embrace opportunities to act responsibly as a corporate citizen so that our business has a positive impact for all of our pporting employees and communities during the COVID-19 pandemicThroughout the pandemic, our services have helped people stay connected with family and friends, as well as with customers and business partners, and find much-needed community and support no matter the physical distance. Facebook helped health authorities around the world reach more than 2 billion people with accurate information about the coronavirus, while removing more than 12 million pieces of content on Facebook and Instagram containing misinformation that could lead to imminent physical harm. We offered direct financial assistance to small businesses, a segment that was particularly hard hit during the pandemic. We committed $100 million to help up to 30, 000 small businesses globally and $100 million specifically to support Black-owned businesses, Black creators, and nonprofits supporting the Black community in the United States. I continue to be impressed by the resilience and dedication of Facebook’s teams around the world. Overnight, we were forced to move substantially all of our workforce to a remote work environment. We have supported our employees with this transition through help with childcare and other costs and introducing new leave policies to help employees care for sick relatives. Supporting the growth of our businessThe events of 2020 introduced a number of unforeseen challenges, contributing to a unique operating environment. Nevertheless, Facebook achieved strong annual results, including 22% revenue growth year-over-year. The results reflect a robust digital economy and the value Facebook provides to millions of businesses who use our services to reach consumers and generate sales. We recognize that relentless focus on innovation is key to continued success. In 2020, we launched new products and experiences for consumers and business, and we added over 13, 000 new employees, mostly in product and technology roles. We also made key leadership hires this year, including our Chief Product Officer, who re-joined the company, as well as hiring our first Vice President of Civil Rights and a new Chief Compliance engagement and oversightThe full board was actively engaged with management on our most important issues. We reviewed the company’s product and business strategies and received regular briefings from management on policy, litigation, and regulatory matters. We also met as often as necessary to discuss ongoing developments related to the global pandemic. Our independent board committees were active throughout the year, helping to oversee compliance, cybersecurity, finance and accounting, internal audit, executive compensation and performance, governance, and other matters. In May 2020, we also established a new privacy committee to help oversee the company’s privacy program, as well as to help oversee compliance with our obligations under our modified consent order with the U. S. Federal Trade Commission. In February 2021, we expanded the remit of the audit & risk oversight committee to incorporate oversight of environmental sustainability and our social responsibility as a company, including continued oversight of the safety and security of our composition and leadershipAs a board, we are committed to seeing Facebook improve and succeed. In 2020, the company added four new independent directors: Andrew W. Houston, Nancy Killefer, Tracey T. Travis, and myself. The board is now comprised of nine members, seven of whom are independent. Each of our board committees is composed entirely of independent directors, and we have a healthy mix of newer and more tenured directors. We are proud that a majority of our directors are diverse in terms of gender, ethnicity, and LGBTQ status. Representing the views of shareholders and doing so with a strong, independent voice is one of the reasons I joined this board, and I take my role as a conduit between Mark Zuckerberg and both our shareholders and independent directors very seriously. Facebook has structured the authority and responsibility of my role as Lead Independent Director to mirror closely the authority and responsibilities of Mark as Chairman. I meet regularly and work closely with Mark, coordinating board meeting agendas, providing feedback, and sharing recommendations of the independent directors with him after each executive session. He actively solicits our views and is very open to our feedback and recommendations. Furthering our company principlesFacebook is committed to pursuing its company principles as described beginning on page 28 of this proxy statement. The company has set new goals to pursue these principles, including ESG initiatives in areas such as diversity and environmental set a goal to increase the representation of people of color in leadership positions at Facebook in the United States by 30%, including a 30% increase in the representation of Black people in leadership, by 2025. We also set aggressive goals for 2020 and beyond for our global operations to achieve net zero greenhouse gas emissions and be 100% supported by renewable energy, and are aiming to reach net zero greenhouse gas emissions across our value chain by 2030. For more information on our progress in these areas, I encourage you to read our annual reports about our diversity and sustainability efforts, as well as our new corporate human rights policy. Throughout the year, we engaged with a significant portion of our shareholders regarding corporate governance, important environmental and social issues, our operating and financial performance, strategy, and products. We welcome input from our shareholders and are committed to maintaining an active dialogue and soliciting feedback on our efforts. I hope this first-ever message from the Lead Independent Director has been informative and useful to you. I join my fellow board members and the management team in thanking you for your continued support of and investment in ncerely, Robert M. KimmittNotice of Annual Meeting of Shareholders to be held on May 26, 2021To Our ShareholdersNOTICE IS HEREBY GIVEN that the 2021 Annual Meeting of Shareholders (Annual Meeting) of Facebook, Inc. will be held on May 26, 2021, at 10:00 a. The Annual Meeting will be a completely virtual meeting of shareholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement accompanying this Notice:•To elect the following nine directors, all of whom are currently serving on our board of directors, each to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal:Peggy AlfordMarc L. AndreessenAndrew W. HoustonNancy KilleferRobert M. KimmittSheryl K. SandbergPeter A. ThielTracey T. TravisMark Zuckerberg•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. •To approve an amendment to the director compensation policy. •To consider and vote upon six shareholder proposals, if properly presented. •To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement foregoing items of business are more fully described in the proxy statement accompanying this shareholders of record at the close of business on April 1, 2021 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. The Notice of Internet Availability of Proxy Materials (Notice), proxy statement and form of proxy are being distributed and made available on the internet on or about April 9, 2021. By Order of the Board of Directors, David KlingVice President, Deputy General Counsel, and SecretaryMenlo Park, CaliforniaWhether or not you expect to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. 2021 Proxy Statement | 6Table of Contents7 | 2021 Proxy StatementProxy Statement SummaryThis proxy statement summary highlights information described in more detail elsewhere in this proxy statement and does not contain all of the information you should consider. Please read the entire proxy statement before MEETING OF SHAREHOLDERSDate and TimeMay 26, 2021 10:00 a. Pacific TimePlaceThe Annual Meeting will be a completely virtual meeting of shareholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting DateApril 1, 2021Only holders of record of our Class A common stock and Class B common stock at the close of business on April 1, 2021, the record date, will be entitled to vote at the Annual Meeting of Shareholders (Annual Meeting). Holders of our Class A common stock are entitled to one vote for each share held as of the record date. Holders of our Class B common stock are entitled to ten votes for each share held as of the record date. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters described in this proxy statement. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability, proxy card, or voting instruction form. The Annual Meeting will begin promptly at 10:00 a. Pacific Time on May 26, 2021. We encourage you to access the virtual meeting website prior to the start time. Online check-in will begin at 9:45 a. Pacific Time, and you should allow ample time to ensure your ability to access the nicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call 844-986-0822 (domestic) or 303-562-9302 (international) for assistance. 2021 Proxy Statement | 8VOTING MATTERS AND RECOMMENDATIONSThe following table provides summary information about the proposals to be voted on at the Annual Meeting. See the pages of this proxy statement listed below for more oposalBoard Voting RecommendationPage ReferenceManagement Proposals:1. The election of nine directorsFOR each nominee632. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021FOR643. The approval of an amendment to the director compensation policyFOR65Shareholder Proposals:4. A shareholder proposal regarding dual class capital structureAGAINST705. A shareholder proposal regarding an independent chairAGAINST726. A shareholder proposal regarding child exploitationAGAINST747. A shareholder proposal regarding human/civil rights expert on boardAGAINST778. A shareholder proposal regarding platform misuseAGAINST809. A shareholder proposal regarding public benefit corporationAGAINST82OUR DIRECTOR NOMINEESThe following table provides summary information about our director nominees. See the sections of this proxy statement entitled “Directors and Executive Officers” and “Corporate Governance” for more meDirector SinceOccupationIndependentAROCCNGCPCPeggy Alford2019Executive Vice President, Global Sales, PayPal HoldingsüMarc L. Andreessen2008Co-founder & General Partner, Andreessen HorowitzüAndrew W. Houston2020Co-founder and Chief Executive Officer, DropboxüNancy Killefer2020Retired Senior Partner, McKinsey & CompanyüRobert M. Kimmitt2020Senior International Counsel, WilmerHaleLIDSheryl K. Sandberg2012Chief Operating Officer, Facebook Peter A. Thiel2005President, Thiel CapitalüTracey T. Travis2020Executive Vice President and Chief Financial Officer, The Estée Lauder CompaniesüMark Zuckerberg2004Founder, Chairman and Chief Executive Officer, FacebookAROCAudit & Risk Oversight CommitteeLIDLead Independent DirectorCNGCCompensation, Nominating & Governance CommitteeCommittee memberPCPrivacy CommitteeCommittee chair9 | 2021 Proxy StatementHIGHLIGHTS OF ESG AT FACEBOOK ENVIRONMENTALNet Zero EmissionsOur goal for 2020 and beyond is for our global operations to achieve net zero greenhouse gas emissions and be 100% supported by renewable energy. We have also set a goal to reach net zero greenhouse gas emissions across our value chain in 2030. Sustainable FacilitiesWe prioritize water stewardship, and as a result, our data centers are over 80% more water efficient than the average data center. We also leverage rigorous sustainable design standards so that our facilities are constructed with responsible materials, utilize natural daylight, and are energy and water imate Science Information We have launched the Climate Science Information Center on Facebook in 16 countries to connect people with science-based news, authoritative information, and actionable resources from more than 250 partners around the world. SOCIALWorkforce DiversityOur goals are to have 50% of our workforce made up of underrepresented populations by 2024, to double the number of women employees globally and Black and Hispanic employees in the United States from 2019 to 2024, and to increase the representation of people of color in leadership positions in the United States, including Black leadership, by 30% from 2020 to 2025. Pay EquityWe have conducted pay equity analyses for many years, and continue to be committed to pay equity. In 2020, we announced that our analyses indicate that we continue to have pay equity across gender globally and race in the United States for people in similar jobs, accounting for factors such as location, role, and mmunity StandardsWe publish quarterly Community Standards Enforcement Reports that track our progress on enforcing our content policies. We have also established and empowered an independent Oversight Board to review certain of our most difficult content aritable Giving ToolsOur charitable giving tools allow our community to come together quickly to raise money for causes they care about and in times of need. In total, people have raised over $5 billion on Facebook for nonprofit and personal causes around the world. Helping Small BusinessesIn 2020, we announced a $100 million grant program to help small businesses around the world impacted by the pandemic. We also announced our investment of $100 million in Black-owned small businesses, Black creators, and nonprofits that serve the Black community in the United pporting ElectionsWe work to support elections around the world and estimate that we helped more than four million people register to vote in the 2020 U. elections through the Voting Information Center on Facebook and Instagram. GOVERNANCEBoard IndependenceSeven out of our nine director nominees are independent. All members of our standing committees are Independent DirectorAs our Lead Independent Director, Ambassador Robert M. Kimmitt plays a significant and meaningful role in leading our board of DiversityWe were one of the first major companies to adopt a board diversity policy, and a majority of our directors are diverse in terms of gender, ethnicity, and LGBTQ & Risk Oversight CommitteeAudit & risk oversight committee responsibilities include overseeing our major risk exposures, including in the areas of financial and enterprise risk, legal and regulatory compliance, environmental sustainability, social responsibility, and mpensation, Nominating & Governance CommitteeCompensation, nominating & governance committee responsibilities include succession planning, as well as evaluating and having sole authority to recommend nominees to our board of directors and candidates for membership on our privacy ivacy CommitteePrivacy committee responsibilities include overseeing our privacy program and risks related to privacy and data use. 2021 Proxy Statement | 10See the sections of this proxy statement entitled “Corporate Governance” and “ESG at Facebook” for more information about our efforts across these and other environmental, social, and governance ABOUT FORWARD-LOOKING STATEMENTSThis proxy statement contains forward-looking statements. All statements contained in this proxy statement other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe, ” “may, ” “will, ” “estimate, ” “continue, ” “anticipate, ” “intend, ” “expect, ” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2020. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In addition, some of our sustainability goals, in particular those related to environmental matters, are based on estimates and assumptions that may turn out to be inaccurate. Similarly, our workforce diversity goals are stretch goals whose achievement, while uncertain, drive and inspire us to make progress. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this proxy statement may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking FORMATION REFERENCED IN THIS PROXY STATEMENTThe content of the websites referred to in this proxy statement are not deemed to be part of, and are not incorporated by reference into, this proxy statement. 11 | 2021 Proxy StatementDirectors and Executive OfficersThe following section provides information regarding our directors, director nominees, and executive officers as of April 9, 2021. Our executive officers are designated by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers. DIRECTORSMark Zuckerberg – Chairman and Chief Executive OfficerDirector Since: 2004Age: 36Experience:Facebook, Inc. Founder & Chief Executive Officer (2004-present)Chairman of the board of directors (2012-present)Other Public Company Directorships:NoneFormer Public Company DirectorshipsHeld in the Past Five Years:NoneEducation:Attended Harvard University (studied computer science)Qualifications: We believe that Mr. Zuckerberg should serve as a member of our board of directors due to the perspective and experience he brings as our founder, Chairman, and CEO, and as our largest and controlling K. Sandberg – Director and Chief Operating Officer Director Since: 2012Age: 51Experience:Facebook, Inc. Chief Operating Officer (2008-present)Google, Inc. Various positions, including Vice President, Global Online Sales & Operations (2001-2008)U. Department of the TreasuryChief of Staff (1999-2001)Senior Advisor to Deputy Secretary (1996-1999)McKinsey & CompanyConsultant (1995-1996)The World BankEconomist (1991-1993)Other Public Company Directorships:SurveyMonkey (SVMK Inc. )Former Public Company DirectorshipsHeld in the Past Five Years:The Walt Disney Company Education:Harvard University (A. B. in economics)Harvard Business School (M. A. )Qualifications: We believe that Ms. Sandberg should serve as a member of our board of directors due to the perspective and experience she brings as our COO, as well as her service on other boards of directors. 2021 Proxy Statement | 12Peggy Alford – Independent DirectorDirector Since: 2019Age: 49Experience:PayPal Holdings, Inc. (digital payments company)Executive Vice President, Global Sales (2020-present)Senior Vice President, Core Markets (2019-2020)Various other positions (2011-2017)Chan Zuckerberg Initiative (philanthropic organization)Chief Financial Officer & Head of Operations (2017-2019) (an eBay Inc. company) President & General Manager (2007-2011)Chief Financial Officer (2005-2009)eBay Inc. Marketplace Controller and Director of Accounting Policy (2002-2005)Facebook Committees:Audit & Risk OversightPrivacyOther Public Company Directorships:The Macerich CompanyFormer Public Company DirectorshipsHeld in the Past Five Years:NoneEducation:University of Dayton (B. in accounting and business administration)Qualifications: We believe that Ms. Alford should serve as a member of our board of directors due to her extensive leadership, business, and compliance experience, as well as her experience with finance and product L. Andreessen – Independent DirectorDirector Since: 2008Age: 49Experience:Andreessen Horowitz (venture capital firm)Co-founder & General Partner (2009-present)Opsware, Inc. (formerly known as Loudcloud Inc. )Co-founder & Chairman of the board of directors (1999-2007)America Online, Technology Officer (1999)Netscape Communications Corporation Co-founder & various other positions, including Chief Technology Officer & Executive Vice President of Products (1994-1999)Facebook Committees:Compensation, Nominating & GovernanceOther Public Company Directorships:Coinbase Global, Public Company DirectorshipsHeld in the Past Five Years:Hewlett Packard Enterprise CompanyEducation:University of Illinois at Urbana-Champaign (B. in computer science)Qualifications: We believe that Mr. Andreessen should serve as a member of our board of directors due to his extensive leadership and business experience as an internet entrepreneur, venture capitalist, and technologist, as well as his service on other public and numerous private boards of directors. 13 | 2021 Proxy StatementAndrew W. Houston – Independent DirectorDirector Since: 2020Age: 38Experience:Dropbox, Inc. (global collaboration platform)Chief Executive Officer & Chairman of the board of directors (2007-present)Facebook Committees:Compensation, Nominating & GovernanceOther Public Company Directorships:Dropbox, Inc. Former Public Company DirectorshipsHeld in the Past Five Years:NoneEducation:Massachusetts Institute of Technology (B. in electrical engineering and computer science)Qualifications: We believe that Mr. Houston should serve as a member of our board of directors due to his extensive leadership, entrepreneurship, and business experience as chief executive officer of a large technology company, as well as his experience with product innovation and Killefer – Independent DirectorDirector Since: 2020Age: 67Experience:McKinsey & Company (international management consulting firm)Senior Partner (1992-2013)Governing Board Member (2000-2006 and 2007-2013)Head and Founder of global public sector practice (2005-2012)Head of Washington, D. office (2000-2007)Various other positions (1979-1992)U. Department of the Treasury Assistant Secretary for Management, Chief Financial Officer & Chief Operating Officer (1997-2000)IRS Oversight Board Member (2000-2005)Chair (2002-2004)Facebook Committees:Audit & Risk OversightPrivacy (Chair)Other Public Company Directorships:Cardinal Health, & CompanyFormer Public Company DirectorshipsHeld in the Past Five Years:The Advisory Board CompanyAvon Products,, Inc. Taubman Centers, cation:Vassar College (B. in economics)Massachusetts Institute of Technology (M. M. in finance)Qualifications: We believe that Ms. Killefer should serve as a member of our board of directors due to her extensive leadership and compliance experience in both the public and private sector, as well as her finance experience and extensive service on other boards of directors. 2021 Proxy Statement | 14Robert M. Kimmitt – Lead Independent DirectorDirector Since: 2020Age: 73Experience:Wilmer Cutler Pickering Hale and Dorr LLP (international law firm)Senior International Counsel (2009-present)U. Department of the TreasuryDeputy Secretary (2005-2009)General Counsel (1985-1987)Time Warner Inc. Executive Vice President of Global Public Policy (2001-2005)Commerce One Vice Chairman & President (2000-2001)Wilmer Cutler & PickeringPartner (1997-2000)Lehman Brothers Managing Director (1993-1997)United States Ambassador to Germany (1991-1993)Under Secretary of State for Political Affairs (1989-1991)Sidley & Austin LLP Partner (1987-1989)National Security Council Executive Secretary & General Counsel (1983-1985)Facebook Committees:PrivacyOther Public Company Directorships:NoneFormer Public Company DirectorshipsHeld in the Past Five Years:Deutsche Lufthansa AGEducation:United States Military Academy at West Point (B. )Georgetown University Law Center (J. D. )Military Service:Ambassador Kimmitt is a decorated combat veteran of the Vietnam War and attained the rank of Major General in the U. Army ReserveQualifications: We believe that Ambassador Kimmitt should serve as a member of our board of directors due to his distinguished public service and experience with legal, regulatory, compliance, and public policy issues, his finance experience, and his extensive private and public sector leadership, including service on other boards of A. Thiel – Independent DirectorDirector Since: 2005Age: 53Experience:Thiel Capital (investment firm)President (2011-present)Founders Fund (venture capital firm)Partner (2005-present)PayPal, (1998-2002)Chief Executive Officer, President & Chairman (2000-2002)Facebook Committees:Compensation, Nominating & Governance (Chair)Other Public Company Directorships:Palantir Technologies ellera Biologics Public Company DirectorshipsHeld in the Past Five Years:NoneEducation:Stanford University (B. in philosophy)Stanford Law School (J. )Qualifications: We believe that Mr. Thiel should serve as a member of our board of directors due to his extensive leadership and business experience as an entrepreneur and venture capitalist, as well as his role as one of our early investors and longest-serving directors and service on other boards of directors. Mr. Thiel also has experience with technology and product innovation. 15 | 2021 Proxy StatementTracey T. Travis – Independent DirectorDirector Since: 2020Age: 58Experience:The Estée Lauder Companies Inc. (manufacturer and marketer of skin care, makeup, fragrance, and hair care products)Executive Vice President & Chief Financial Officer (2012-present)Ralph Lauren Corporation Senior Vice President & Chief Financial Officer (2005-2012)Limited Brands Senior Vice President of Finance (2002-2004)Intimate Brands Inc. Chief Financial Officer (2001-2002)Americas Group of American National Can Group, Inc. Chief Financial Officer (1999-2001)PepsiCo/Pepsi Bottling Group Various positions (1989-1999)Facebook Committees:Audit & Risk Oversight (Chair)Other Public Company Directorships:Accenture plcFormer Public Company DirectorshipsHeld in the Past Five Years:Campbell Soup CompanyEducation:University of Pittsburgh (B. E. in industrial engineering)Columbia University (M. in finance and operations)Qualifications: We believe that Ms. Travis should serve as a member of our board of directors due to her extensive leadership and business experience, including service on other boards of directors, as well as her experience with finance and consumer products. EXECUTIVE OFFICERSDavid M. Wehner – Chief Financial OfficerAge: 52Experience:Facebook, Inc. Chief Financial Officer (2014-present)Vice President, Corporate Finance and Business Planning (2012-2014)Zynga Inc. Chief Financial Officer (2010-2012)Allen & Company Managing Director (2006-2010)Director (2005-2006)Various other positions (2001-2005)Other Public Company Directorships:Alector, Public Company DirectorshipsHeld in the Past Five Years:NoneEducation:Georgetown University (B. in chemistry)Stanford University (M. in applied physics) 2021 Proxy Statement | 16Mike Schroepfer – Chief Technology OfficerAge: 46Experience:Facebook, Inc. Chief Technology Officer (2013-present)Various other positions (2008-2013)Mozilla Corporation Vice President of Engineering (2005-2008)Sun Microsystems, Inc. Various positions

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