Also of significant concern is the make-up of Facebookâ€™s board. ~GMI
Adam Rifkin stashed this in Boards
GMI expresses concern about Facebook's Board of Directors:
Weâ€™ve already discussed Mr. Thiel, who is â€śoutsideâ€ť as defined under Section 162(m) of Internal Revenue Code, but who just dumped $1 billion in shares on the open market. The chairman of the compensation committee, Accelâ€™s James Breyer, is also deemed outside, despite selling aboutÂ $2.1 billionÂ worth of Facebook stock at the IPO and retaining another 43 million shares of Class A and B stock. Additional â€śoutsideâ€ť directors include lead director Donald Graham, CEO of The Washington Post, who purchased $4.2 million in advertising from Facebook in 2011, Reed Hastings, CEO of struggling Netflix Inc., and Marc L. Andreessen, the founder of Netscape.
When the board was criticized for a lack of diversity, its rather defiant response was to nominate Sheryl Sandberg to serve as director. Ms. Sandberg is the companyâ€™s COO, adding another insider to the board while adding no new expertise to the director slate. All told, Facebookâ€™s board now consists of two inside directors, two large investors, and four more directors who either have substantial related party transactions with the company or who were nominated to the board by Mr. Zuckerberg himself. Itâ€™s hard to point to a single director who has the long-term interests of the companyâ€™s independent shareholders as their first priority.