Facebook directors are sued over pay plan

JONATHAN STEMPEL
Last updated 14:11 10/06/2014

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Mark Zuckerberg and other members of Facebook's board have been sued by a shareholder who claimed a policy letting them annually award directors more than US$150 million of stock each if they choose is unreasonably generous.

In a complaint filed on Friday night in Delaware Chancery Court, Ernesto Espinoza said the board was "essentially free to grant itself whatever amount of compensation it chooses" under the social media company's 2012 equity incentive plan, which also covers employees, officers and consultants.

He said the plan annually caps total awards at 25 million shares and individual awards at 2.5 million, and in theory lets the board annually award directors US$156 million in stock each, based on Friday's closing price of US$62.50. The lawsuit does not contend that such large sums will be awarded.

Espinoza also said last year's average US$461,000 payout to non-employee directors was too high, being 43 per cent larger than typical payouts at "peer" companies such as Amazon.com and Walt Disney that on average generated twice as much revenue and three times more profit.

Facebook spokeswoman Genevieve Grdina said in an email: "The lawsuit is without merit and we will defend ourselves vigorously."

A spokeswoman for Robbins Arroyo, a law firm representing the plaintiff, had no immediate comment.

The lawsuit alleges breach of fiduciary duty, waste of corporate assets and unjust enrichment.

It seeks to force directors to repay Facebook for alleged damages sustained by the Menlo Park, California-based company, and to impose "meaningful limits" subject to shareholder approval about how much stock the board can award itself.

Among the other defendants is Facebook Chief Operating Officer Sheryl Sandberg, a director whose compensation was US$16.15 million in 2013, according to a regulatory filing. She is worth US$999 million, Forbes magazine said on Monday.

Zuckerberg made US$653,165 last year, a regulatory filing shows, and Forbes said his net worth is US$27.7 billion.

Espinoza was also a plaintiff in a 2010 shareholder case in Delaware against Hewlett-Packard Co concerning its handling of the resignation of Chief Executive Mark Hurd over his relationship with a former contractor.

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- Reuters

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