META PLATFORMS, INC., DEF 14A filed on 4/14/2023
Proxy Statement (definitive)
v3.23.1
Cover
12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Meta Platforms, Inc.
Entity Central Index Key 0001326801
v3.23.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Value of Initial Fixed $100 Investment Based on:
Year
Summary Compensation Table Total for PEO(1) ($)
Compensation Actually Paid to PEO(2) ($)
Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) ($)
Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) ($)
Total Shareholder Return(5) ($)
Peer Group Total Shareholder Return(5) ($)
Net Income (in millions)(6) ($)
Company Selected Measure: Revenue (in millions)(7) ($)
202227,110,418 27,110,418 22,143,280 (35,363,497)58.63 134.83 23,200 116,609 
202126,823,061 26,823,061 28,767,166 50,016,225 163.87 197.74 39,370 117,929 
202025,288,265 25,288,265 31,657,818 68,218,615 133.09 148.57 29,146 85,965 
   
Company Selected Measure Name Revenue    
Named Executive Officers, Footnote [Text Block] Compensation for our PEO, Mark Zuckerberg, reflects the amounts reported in the section entitled “—2022 Summary Compensation Table” above for the respective years. Average compensation for non-PEO named executive officers (non-PEOs) reflects the average of the amounts reported in the section entitled “—2022 Summary Compensation Table” above for the following named executive officers in each respective year: (i) in 2022, Susan Li, Javier Olivan, Andrew Bosworth, Christopher K. Cox, Sheryl K. Sandberg, and David M. Wehner, (ii) in 2021, Ms. Sandberg, Mr. Wehner, Mr. Cox, and Marne Levine, and (iii) in 2020, Ms. Sandberg, Mr. Wehner, Mike Schroepfer, and Mr. Cox.    
Peer Group Issuers, Footnote [Text Block] TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2022, 2021, and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table for each of 2022, 2021, and 2020 is the same as our Peer Group as set forth above in the section entitled “—Compensation Discussion and Analysis—Compensation-Setting Process” except for 2020, which included ViacomCBS, which was removed in 2021 as it no longer met the minimum criteria described in such section.    
PEO Total Compensation Amount $ 27,110,418 $ 26,823,061 $ 25,288,265
PEO Actually Paid Compensation Amount 27,110,418 26,823,061 25,288,265
Non-PEO NEO Average Total Compensation Amount 22,143,280 28,767,166 31,657,818
Non-PEO NEO Average Compensation Actually Paid Amount $ (35,363,497) 50,016,225 68,218,615
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] Average compensation “actually paid” to our non-PEOs equals the respective totals set forth in the "Average Summary Compensation Table Total for Non-PEO Named Executive Officers" column after the adjustments set forth in the table below:
YearLess Stock Award Value Reported in Summary Compensation Table for the Covered Year
Plus Year-End Fair Value of Outstanding and Unvested Awards Granted in the Covered Year
Plus Year over Year Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years
Plus Fair Value as of Vesting Date of Awards Granted and Vested in the Covered Year
Plus Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in the Covered Year
Less Fair Value of Awards Forfeited during the Covered YearLess Fair Value of Incremental Dividends or Earnings Paid on Awards
Non-PEOs 202217,773,943 6,915,880 (24,020,744)2,300,932 (13,385,481)11,543,420 — 
Non-PEOs 202122,862,730 24,361,326 11,500,043 1,857,354 6,393,065 — — 
Non-PEOs 202027,777,454 37,006,761 19,732,269 1,598,625 6,000,597 — — 
Fair values set forth in the table above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting date.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Compensation Actually Paid vs. Company TSR
The following graph illustrates the relationship between (i) compensation actually paid to our PEO and non-PEOs and (ii) company TSR for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2022, 2021, and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K:
CAP vs TSR (04.12.23)_1.jpg
   
Compensation Actually Paid vs. Net Income [Text Block]
Compensation Actually Paid vs. Net Income
The following graph illustrates the relationship between (i) compensation actually paid to our PEO and non-PEOs and (ii) our net income for the fiscal years ended on December 31, 2022, 2021, and 2020:
CAP vs NI (04.12.23)_1.jpg
   
Total Shareholder Return Vs Peer Group [Text Block]
Company TSR vs. Peer Group TSR
The following graph illustrates the relationship between (i) company TSR and (ii) Peer Group TSR, each calculated for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2022, 2021, and 2020, respectively, and calculated in accordance with Item 201(e) of Regulation S-K:
META TSR vs Peer TSR_1.jpg
   
Tabular List [Table Text Block]
Financial Performance Measure
Revenue
   
Total Shareholder Return Amount $ 58.63 163.87 133.09
Peer Group Total Shareholder Return Amount 134.83 197.74 148.57
Net Income (Loss) $ 23,200,000,000 $ 39,370,000,000 $ 29,146,000,000
Company Selected Measure Amount 116,609,000,000 117,929,000,000 85,965,000,000
PEO Name Mark Zuckerberg    
Additional 402(v) Disclosure [Text Block] Compensation “actually paid” to Mr. Zuckerberg equals the Summary Compensation Table total for Mr. Zuckerberg because his compensation for each applicable year was $1 in base salary and the remaining portion was “All Other Compensation.”Reflects “Net Income” in our consolidated statements of income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2022, 2021, and 2020.Reflects “Revenue” in our consolidated statements of income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2022, 2021, and 2020.    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Compensation Actually Paid vs. Other Measure [Text Block]
Compensation Actually Paid vs. Revenue
The following graph illustrates the relationship between (i) compensation actually paid to our PEO and non-PEOs and (ii) our revenue for the fiscal years ended on December 31, 2022, 2021, and 2020:
CAP vs REV (04.12.23)_1.jpg
   
Measure Name Revenue    
Adjustment, Exclusion of Equity Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 17,773,943 $ 22,862,730 $ 27,777,454
Adjustment, Inclusion of Outstanding and Unvested Awards Granted [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 6,915,880 24,361,326 37,006,761
Adjustment, Inclusion of Year over Year Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (24,020,744) 11,500,043 19,732,269
Adjustment, Inclusion of Fair Value of Awards Granted and Vested [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,300,932 1,857,354 1,598,625
Adjustment, Inclusion of Year over Year Change in Fair Value of Awards Granted in Prior Years that Vested in Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (13,385,481) $ 6,393,065 $ 6,000,597
Adjustment, Exclusion of Awards Forfeited [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 11,543,420