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Meta Platforms, Inc. META

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

-$2,093,970

-7.7% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

No peer groups were extracted from either filing.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Mark ZuckerbergChief Executive Officer	ChangedCEO	$27,219,874 2024	$25,125,904 2025	-$2,093,970	-7.7%	0.0 pp
Susan LiChief Financial Officer	Changed	$23,620,488 2024	$20,062,612 2025	-$3,557,876	-15.1%	-0.8 pp
Christopher K. CoxChief Product Officer	Changed	$23,609,319 2024	$21,691,398 2025	-$1,917,921	-8.1%	-0.4 pp
Andrew BosworthChief Technology Officer	Changed	$23,594,826 2024	$21,955,122 2025	-$1,639,704	-6.9%	-1.6 pp
Javier OlivanChief Operating Officer	Changed	$25,506,684 2024	$24,520,549 2025	-$986,135	-3.9%	-2.7 pp

Governance

Policy guardrails

change in control
Unchanged
none → none
“None of our named executive officers is entitled to payments or acceleration of vesting with respect to equity awards held by such named executive officers in connection with a termination or a change in control”
clawback
Unchanged
present → present
“Clawback Policy”
compensation committee
Unchanged
Compensation, Nominating & Governance Committee → Compensation, Nominating & Governance Committee
“Role of Our Compensation, Nominating & Governance Committee”
compensation consultant
Unchanged
independent → independent
“engages an independent compensation consultant, Compensia, Inc”
hedging
Unchanged
Not extracted → Not extracted
“hedging activities relating to our securities, holding our securities in margin accounts, pledging our securities as collateral for loans (unless otherwise approved by our compensation, nominating & governance committee)…”
pledging
Unchanged
prohibited → prohibited
“our executives are subject to company-wide policies that prohibit trading in futures and derivative securities and engaging in hedging activities relating to our securities, holding our securities in margin accounts, ple…”
stock ownership guidelines
Unchanged
present → present
“our executives are subject to stock ownership guidelines that require them to maintain significant ownership of our common stock, effective after an initial period following their appointment as an executive officer”

Performance markers

Metric facts

annual incentive payout
Changed
125% company performance → 115% company performance
Numeric delta: -10.00
“company performance percentage of 115% for 2025.”
median employee compensation
Changed
$417,400 → $388,200
Numeric delta: -29200.00
“Act), may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and…”
revenue
Changed
$164.5 billion → $200.97 billion
Numeric delta: +36470000000.00
“judgment in determining the company performance percentage for our 2025 performance after considering our delivery of results across all of the areas identified as company priorities. The compensation, nominating & gover…”
say on pay
Changed
85% → 89%
Numeric delta: +4.00
“votes cast at the 2025 Annual Meeting of Shareholders were in favor of our say on pay proposal.”
ceo pay ratio
Unchanged
65 to 1 → 65 to 1
Numeric delta: 0.00
“Act and is therefore unenforceable. CEO PAY RATIO For the year ended December 31, 2025: •the median of the annual total compensation of all employees of our company (other than our CEO) was $388,200; and •the annual tota…”
time equity mix
Unchanged
100% → 100%
Numeric delta: 0.00
“equity-based compensation in the form of RSUs.”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

56% shingled-prose overlap between the two filings.

2025: 64,414 chars · 2026: 63,127 chars

Committee Report:85% overlap (1,221 → 1,214 chars)
Pay Ratio (Item 402(u)):48% overlap (2,694 → 2,695 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

34 new130 changed38 removed181 unchanged

changedThis section explains our executive compensation philosophy, objectives, and design; our compensation governance; our compensation-setting process; our executive compensation program elements; and the decisions made in 2025 2024with respect to the compensation of each of our named executive officers.
changedOur named executive officers for 2025, 2024,who appear in the section entitled "—2025 "—2024Summary Compensation Table" below, are:
newOur products enable people to connect and share through mobile devices, personal computers, virtual reality headsets, and AI glasses.
newWe are innovating in AI technologies to build transformative experiences and capabilities across our Family of Apps and Reality Labs products, and to advance our vision to deliver personal superintelligence for everyone.
changedFor more information regarding our 2025 2024company priorities, see the section entitled "—Elements of Executive Compensation" below.
changedOur 2025 executive compensation program continued continuesto be heavily weighted towards equity compensation, in the form of restricted stock units (RSUs), with cash compensation that we believe is competitively positioned when compared wasgenerallybelowmarketrelativeto executivecashcompensationatour peer companies. companiesin2024.
changedWe typically grant our executive officers an annual RSU equityaward with service-based vesting conditions as discussed further in the section entitled "—Elements of Executive Compensation—Equity Compensation" below.
changedThe following principles and practices were guiding factors during 2025: 2024:
new•executive officer bonus payouts are based on a company performance percentage that is determined in the sole judgment of the compensation, nominating & governance committee; and
changed◦our executives are subject to stock ownership guidelines that require them to maintain significant ownership of our common stock, effective after an initial period following their appointment as an executive officer; stock;
changedIn setting compensation for 2025, 2024,our CEO and our Chief HeadofPeople Officer provided their views to the compensation, nominating & governance committee on how to implement our compensation philosophy through our executive compensation program and attended meetings of the compensation, nominating & governance committee.
changedIn 2025, 2024,the compensation, nominating & governance committee engaged the services of Compensia to advise the committee regarding the amount and types of compensation that we provide to our executive officers and how our compensation practices compared to the compensation practices of other companies.
newThe compensation,
new40 | 2026 Proxy Statement
changedThecompensation,nominating & governance committee has reviewed, and will continue to review going forward, the independence of Compensia under applicable Securities and Exchange Commission (SEC) SECand Nasdaq rules and believes that Compensia does not have any conflicts of interest in advising the committee.
changedIn determining 2025 2024compensation, the compensation, nominating & governance committee did not use a formula for taking into account these different factors.
changedManagement and Compensia provided the compensation, nominating & governance committee with both cash and equity compensation data for our Peer Group for 2025, 2024,which was selected from companies that meet some or all of the criteria listed below:
changed•minimum revenue of $20 $10billion; and/or
changed•minimum market capitalization of $100 $50billion.
changedIn the second quarter of 2024, 2023,using this criteria as a baseline, the compensation, nominating & governance committee approved the following companies for inclusion in our Peer Group for 2025: 2024:
changed2025Peer GroupAlphabet (GOOG, GOOGL)NVIDIA (NVDA)Amazon.com (AMZN)Oracle (ORCL)Apple (AAPL)salesforce.com (CRM)AT&T (T)The Walt Disney Company (DIS)Cisco Systems (CSCO)Uber Technologies (UBER)Comcast (CMCSA)Verizon Communications (VZ)Microsoft (MSFT)Visa (V)Netflix (NFLX)
changedIn December 2024, 2023,the compensation, nominating & governance committee reviewed our executive compensation against this Peer Group to ensure that our executive officer compensation was competitive and sufficient to recruit and retain our executive officers.
changedOverall, Compensia's analysis of our Peer Group indicated that the target total cash compensation for our named executive officers, other than our CEO, was at or below approximately the 15th percentile of the companies in our Peer Group.
changedWhen equity compensation was factored in, based on the "initial equity value" described below and without taking into account the effect of any thedeferred vesting start dates that were areapplicable to certainofthe equity compensation awards of our named executive officers, the target total direct compensation for ournamedexecutiveofficers,otherthanourCEO,wasatthe75thpercentilerelativetothecompaniesinour PeerGroup.
newnamed executive officers, other than our CEO, fell between approximately the 70th and 80th percentiles relative to the companies in our Peer Group.
changedIn the second quarter of 2025, 2024,the compensation, nominating & governance committee reviewed the selection criteria and the companies in our Peer Group.
newFollowing that review, the compensation, nominating & governance committee decided to maintain the same Peer Group.
newThe compensation, nominating & governance committee believes our Peer Group reflects the current competitive and talent environment.
changedAccordingly, we plan to use the same followinglist of companies in our Peer Group for the 2026 2025executive compensation process. process(our2025PeerGroup):
changedOur executive officer compensation packages in 2025 generally included: include:
newHistorically, our executive officers have received base salaries within a narrow range, reflecting our practice of maintaining limited differentiation among the cash compensation packages of our executive officers (other than our CEO).
changedAsWe have typically grown,wehaveincreased base salaries for our executive officers (other than our CEO) annually, CEO),although we still deliver the substantial majority of compensation to our executive officers in the form of equity awards.
changedIn the first quarter of 2025, 2024,the compensation, nominating & governance committee decided to increase the base salaries of our named executive officers, other than our CEO, in order to bring their salaries closer to those paid to executives holding similar positions at the companies in our Peer Group, as shown in the table below.
changedFollowing these 2025 2024salary increases, these named executive officer salaries fell at approximately betweenthe 50th percentile 40thand60thpercentilesof the salaries provided to executives holding similar positions at the companies in our Peer Group.
changedPreviously, Mr. Zuckerberg had requested to receive a base salary of $1 per year and the compensation, nominating & governance committee continued to honor this request in 2025. 2024.
newNamed Executive Officer2024 Base Salary ($)(1)2025 Base Salary Increase ($)2025 Base Salary ($)(1)Mark Zuckerberg1 — 1 Susan Li945,000 55,000 1,000,000 Christopher K.
newCox995,000 5,000 1,000,000 Javier Olivan(2)1,200,497 6,031 1,206,528 Andrew Bosworth995,000 5,000 1,000,000
changed(1)Reflects base salary, which may differ from actual earnings as reflected in the section entitled "—2025 "—2024Summary Compensation Table" below due to the effective date of salary increases and USD-Euro exchange rates.
changed(2)Amounts for Mr. Olivan calculated based on a USD-Euro exchange rate of 1.1599, 1.05485,which was the December 2025 2024exchange rate used by Meta for financial reporting purposes.
changedOur Bonus Plan for 2025 2024provides variable cash incentives, payable annually, that are designed to motivate our executive officers to focus on company priorities and to reward them for company results and achievements.
changedAs previously disclosed, in February 2025, the compensation, nominating & governance committee decided to increase the individual target bonus percentage under the Bonus Plan for each of our named executive officers, other than our CEO, from 75% of each such named executive officer's base eligible earnings salaryto 200% of each named executive officer's base eligible earnings, salary,effective beginning with the 2025 annual performance period under the Bonus Plan.
changedIn approving this increase, the compensation, nominating & governance committee considered that the target total cash compensation for the named executive officers, otherthantheCEO,wasatorbelowthe15thpercentileofthetargettotalcashcompensationofexecutivesholdingsimilarpositionsinour2025PeerGroup.
new42 | 2026 Proxy Statement
changedFollowingthisincrease,thetargettotalcashcompensationforthenamedexecutiveofficers,other than the CEO, was fallsat or below approximately the 15th 50thpercentile of the target total cash compensation of salariesprovidedtoexecutives holding similar positions atthecompaniesin our 2025Peer Group.
newFollowing this increase, the target total cash compensation for the named executive officers, other than the CEO, fell at approximately the 50th percentile of the total cash compensation provided to executives holding similar positions at the companies in our Peer Group.
changedAll of our named executive officers, except our CEO, participated in the Bonus Plan in 2025. 2024.
changedFor the annual performance period in 2025, 2024,the compensation, nominating & governance committee approved a set of company priorities in order to focus our executive officers on key areas of performance.
changedThe 2025 2024company priorities reflect operational and non-operational objectives established by our compensation, nominating & governance committee, in consultation with our CEO and CFO.
changed2025 2024Bonus Plan Payouts.
changed2025 2024Priorities and Company Performance Percentage.
changedOur 2025 2024company priorities as approved by the compensation, nominating & governance committee were as follows:
changedThe compensation, nominating & governance committee exercised its judgment in determining the company performance percentage for our 2025 2024performance after considering our delivery of results across all of the areas identified as company priorities.
newThe compensation, nominating & governance committee considered our strong financial performance, including that we increased our total revenue by 22% year-over-year to $200.97 billion in 2025.
newThe compensation, nominating & governance committee also reviewed the continued growth and engagement across our family of apps, with 3.58 billion Family daily active people on average for December 2025, as well as the progress we made with our wearables product launches.
newIn addition, the compensation, nominating & governance committee took into account that in 2025, we rebuilt the foundations of our AI program with the hiring of new AI talent and the formation of Meta Superintelligence Labs.
changedThe compensation, nominating & governance committee approved a company performance percentage of 115% 125%for 2025. 2024.
new2025 Bonus Payouts.
changedThe following table summarizes the calculations that were used in determining the cash bonus paid to each of our named executive officers for 2025 2024(other than Mr. Zuckerberg, who does not participate in the Bonus Plan):
changedNamed Executive OfficerPerformance PeriodBase Eligible Earnings ($)(1)Target Bonus Percentage(%)Company Performance Percentage(%)Bonus Payout ($)Susan Li2025 989,4232001152,275,673Christopher Li2024936,34675125877,826ChristopherK.
newCox2025999,0392001152,297,789Javier Olivan(2)20251,205,5232001152,772,703Andrew Bosworth2025999,0392001152,297,789
changed(1)Reflects base eligible actualearnings for 2025 under our Bonus Plan, 2024,which may differ from approved 2025 2024base salaries due to the effective date of salary increases.
changedIn 2025, most of our executive officers' target total direct compensation was isdelivered through equity awards in the form of RSUs.
changed•the size of each executive officer's target total cash compensation (base salary plus cash bonus awards at target), compared to whichisgenerallysignificantlylowerthanthecash compensation paid to forexecutives with similar responsibilities at the companies in our Peer Group.
changedBased on the foregoing factors, in March 2025, 2024,our compensation, nominating & governance committee granted each of our executive officers, other than our CEO, an award of RSUs with a specific "initial equity value" based on an estimated total value for each award.
changedThe compensation, nominating & governance committee calculated the number of RSUs to be granted by dividing this initial equity value by $701.32 $466.53per share, which was the average closing price for the seven trading days following the announcement of our earnings for the fourth quarter of 2024 2023and the same price that was used for 2025 2024refresher awards to all other employees, and rounding up to the nearest whole share.
changedThe 2025 2024RSU awards will vest quarterly over four years following the vesting start dates as described in the section entitled "—2025 "—2024Equity Awards" below.
newThe increase in the initial equity value of the 2025 awards to our COO, CPO, and CTO, as compared to 2024 awards, reflected the compensation, nominating & governance committee's assessment of the factors described above, including comparative market data.
new44 | 2026 Proxy Statement
new2025 Equity Awards.
changedMr. Zuckerberg did not receive any equity awards in 2025 2024because our compensation, nominating & governance committee believed that his existing equity ownership position continued to sufficiently align his interests with those of our shareholders.
changedOur other named executive officers received the following RSU awards in 2025: 2024:
changedNamed Executive OfficerInitial Equity Value ($)Number of RSUs (#)(1)Initial Vesting DateSusan Li20,000,00028,5185/15/2025Christopher Li20,000,00042,870May15,2024ChristopherK.
newCox22,000,00031,3705/15/2025Javier Olivan22,000,00031,3705/15/2025Andrew Bosworth22,000,00031,3705/15/2025
changed(1)The number of RSUs was calculated by dividing the initial equity value by $701.32, $466.53,which was the same value used for 2025 2024refresher awards to all other employees in March 2025, 2024,and rounding up to the nearest whole share.
changedFollowing the grants of these equity awards in March 2025 2024and based on the "initial equity value" set forth above, the target total direct compensation for our named executive officers, other than our CEO, was at or above approximately the 85th 75thpercentile relative to the companies in our Peer Group.
changedBecause of the high visibility of our company, our compensation, nominating & governance committee has authorized an "overall security program" for Mr. Zuckerberg to address safety concerns due to specific threats to his safety arising directly as a result of his position as our founder, Chairman, CEO, Chairman,and controlling shareholder.
changedSince the implementation of Mr. Zuckerberg's overall security program, each of these assessments has identified specific threats to Mr. Zuckerberg as a result of the high-profile nature of being our founder, Chairman, CEO, Chairman,and controlling shareholder.
changedUnder Mr. Zuckerberg's overall security program, we pay for costs related to personal security for Mr. Zuckerberg at his residences and during personal travel, including the annual costs of security personnel for his protection (including, among others, costs for usage of certain accommodations owned by Mr. Zuckerberg) and the procurement, installation, and maintenance of certain security measures for his residences.
changedAlthough Mr. Zuckerberg expects to use the full net amount during each calendar year in which the allowance is paid, he may apply any unused portion of the allowance for a given year to cover excess security-related costs in future years or prior years. years(noearlierthan2018).
changedIn addition, Mr. Zuckerberg uses private aircraft for personal travel in connection with his overall security program (including aprivate aircraft thatisindirectly and wholly owned by Mr. Zuckerberg and operated by an independent charter company).

Removed from 2025

We build technology that helps people connect and share, find and build communities, and grow businesses.
Across our work, we are innovating in artificial intelligence technologies to build new experiences that help make our platform more social, useful, and immersive, as well as creating new content and features for our metaverse and wearables products.
For the foreseeable future, we anticipate continuing to deliver the substantial majority of compensation in RSUs that vest over a minimum of four years.
•the compensation, nominating & governance committee retains judgment on bonus payouts to enable it to respond to unforeseen events and adjust bonus payouts, as appropriate; and
2024 Peer GroupAlphabet (GOOG, GOOGL)Netflix (NFLX)Amazon.com (AMZN)PayPal Holdings (PYPL)Apple (AAPL)salesforce.com (CRM)AT&T (T)The Walt Disney Company (DIS)Cisco Systems (CSCO)Uber Technologies (UBER)Comcast (CMCSA)Verizon Communications (VZ)Microsoft (MSFT)
Following that review and in light of our revenue growth over the last several years, the compensation, nominating & governance committee decided to update the selection criteria by increasing the minimum revenue threshold from $10 billion to $20 billion and the minimum market capitalization threshold from $50 billion to $100 billion.
The compensation, nominating & governance committee also approved changes to the composition of our Peer Group to reflect the updated selection criteria as well as the current competitive and talent environment.
Historically, our executive officers have received base salaries within a narrow range that was established when we were a smaller company with cash constraints, and based on our desire to maintain internal pay equity among our executive officers, as well as relative to other key employees.
Named Executive Officer2023 Base Salary ($)(1)2024 Base Salary Increase ($)2024 Base Salary ($)(1)Mark Zuckerberg1 — 1 Susan Li900,000 45,000 945,000 Christopher K.
Cox945,000 50,000 995,000 Javier Olivan(2)1,039,027 52,743 1,091,770 Andrew Bosworth945,000 50,000 995,000
In 2024, the individual target bonus percentage for each named executive officer was unchanged from 2023 at 75% of each such executive's base salary.
After the 2024 base salary increases noted above, target total cash compensation (base salary plus target bonus) for our named executive officers (other than our CEO) was between the bottom and 15th percentiles of the target total cash compensation of executives holding similar positions at the companies in our Peer Group.
The compensation, nominating & governance committee reviewed the progress that we made in 2024, including product launches such as our Llama 3 models and Instagram Teen Accounts, continued scaling of Meta AI, and solid growth and engagement across our family of apps, ending the year with over 3.3 billion Family daily active people.
The compensation, nominating & governance committee also took into account our strong financial performance, including our 2024 total revenue of $164.5 billion, which represented a 22% year-over-year increase.
2024 Bonus Payouts.
Cox2024985,38575125923,799Javier Olivan(2)20241,082,979751251,015,293Andrew Bosworth2024985,38575125923,799
2024 Equity Awards.
Cox20,000,00042,870May 15, 2024Javier Olivan20,000,00042,870May 15, 2024Andrew Bosworth20,000,00042,870February 15, 2026
The costs related to personal security for our executive officers
We are holding our say on pay vote and our say on frequency vote at this Annual Meeting.
For more information, see Proposal Four (advisory vote on the compensation of our named executive officers) and Proposal Five (advisory vote on the frequency of an advisory vote on executive compensation).
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits the amount that we may deduct from our federal income taxes for compensation paid to certain executive officers, including our named executive officers, to $1 million per executive officer per year.
54 | 2025 Proxy Statement
56 | 2025 Proxy Statement
Cox2024996,289923,79921,671,64217,589(6)23,609,319 Chief Product Officer2023936,3461,053,39221,493,04624,175(6)23,506,959 2022893,846940,21418,510,4512,246,793(6)22,591,304 Javier Olivan20241,082,979(7)1,015,293(7)21,671,6421,736,770(7)(8)25,506,684 Chief Operating Officer20231,104,234(7)1,238,568(7)21,493,0461,722,640(7)(8)25,558,488 2022987,046786,55218,510,451983,115(8)21,267,164 Andrew Bosworth2024985,385923,79921,671,64214,000(9)23,594,826 Chief Technology Officer2023936,3461,053,39221,493,04611,250(9)23,494,034 2022896,738714,58818,510,451140,101(9)20,261,878
Cox3/18/20243/20/202442,870(1)21,671,642(2)Javier Olivan3/18/20243/20/202442,870(1)21,671,642(2)Andrew Bosworth3/18/20243/20/202442,870(3)21,671,642(2)
(3)1/16th of the total shares underlying the RSUs will vest on February 15, 2026.
58 | 2025 Proxy Statement
Cox3/22/20214,721(5)2,764,1933/21/202227,352(6)16,014,8703/20/202361,119(7)35,785,7863/20/202434,832(8)20,394,484Javier Olivan3/22/20214,721(5)2,764,1933/21/202227,352(6)16,014,8703/20/202361,119(7)35,785,7863/20/202434,832(8)20,394,484Andrew Bosworth3/20/201821,914(9)12,830,8663/22/202118,882(10)11,055,6003/21/202227,352(6)16,014,8703/20/202361,119(7)35,785,7863/20/202442,870(11)25,100,814
The remaining shares underlying the RSUs vest at a rate of 1/20th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
(10)1/16th of the total shares underlying the RSUs vested on February 15, 2022.
The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
(11)1/16th of the total shares underlying the RSUs will vest on February 15, 2026.
The remaining shares underlying the RSUs vest at a rate of 1/16th of the total number of shares underlying the RSUs each quarter thereafter, subject to continued service to us through each vesting date.
2024 STOCK VESTED
Cox122,14361,466,243Javier Olivan81,96341,857,190Andrew Bosworth95,83848,860,293
(1) The aggregate value realized upon the vesting and settlement of an RSU represents the aggregate market price of the shares of our Class A common stock on the date of settlement.
60 | 2025 Proxy Statement

More changes truncated for legibility. Open the filings on SEC for full prose.

Cells reading “Not extracted” mean the deterministic extractor didn’t pick up that disclosure for the listed filing — not that it isn’t in the proxy. Open the company workspace and use Ask to query the CD&A directly.