Chapter 4

Control and Pay

Mark Zuckerberg owns about 13.5% of Meta's economics — roughly $229 billion of stock at the current price — yet controls 60.8% of the vote. He takes a $1 salary and no equity; his reported 2025 pay of $25.1 million is almost entirely the cost of his personal security and aircraft. The economic alignment a founder-focused investor looks for is unusually large and genuine. The accountability is not: 88% of Meta's outside shareholders backed a move to one-share-one-vote in 2025, and the dual-class structure means that vote cannot pass over the founder's objection.

Ownership: the economics and the vote diverge

Meta has two share classes. Class A carries one vote; Class B carries ten [1]. Zuckerberg holds 341,823,978 Class B shares — 99.8% of the class — through a set of trusts and holding companies, plus 639,347 Class A shares held by CZ Biohub in which he has no economic interest [2]. Against 2.20 billion Class A and 342 million Class B shares outstanding, that Class B block is about 13.5% of all shares but 60.8% of total voting power [3].

Sources: 341,823,978 Class B shares valued at the $669.21 close of July 10, 2026; ownership and voting from the 2026 Proxy Statement [4]; [5].

The gap between the two bars below is the whole governance question. A holder of $229 billion of stock has his fortune tied to the same share price every other owner watches — the skin in the game is real and among the largest of any public-company founder. But the ten-vote Class B converts that 13.5% economic stake into majority control, so the alignment and the control are not the same thing and do not have to move together.

Source: 2026 Proxy Statement, Security Ownership table [6].

Outside the founder, ownership is ordinary institutional index money. BlackRock-affiliated entities hold 7.2% of Class A (2.8% of the vote) and Fidelity's FMR 6.1% (2.4% of the vote) — passive holders with no path to influence the outcome of a contested vote [7].

Pay: a $1 salary, and $25 million of security

Zuckerberg has requested a $1 annual salary and takes no bonus and no equity. In 2025 his reported total compensation was $25,125,904, essentially all of it "all other compensation" — down from $27.2 million in 2024 and up from $24.4 million in 2023 [8]. That figure is not incentive pay. The company states plainly that the substantial majority of it is the cost of personal security at his residences and during travel, an annual security allowance, personal use of private aircraft, and facility improvements to enable that travel [9]. The compensation committee declined to grant him equity in 2025 on the ground that his existing ownership already aligns him with shareholders [10].

The other named officers are paid on a conventional Silicon Valley scale, and the shape is the mirror image of the CEO's: mostly equity, little cash.

Source: 2025 Summary Compensation Table, 2026 Proxy Statement [11].

The four operating officers each received roughly $16–18 million of restricted stock on a four-year vesting schedule, placing their target pay at or above the 85th percentile of Meta's compensation peer group [12]. Olivan's larger "other" line reflects relocation and tax items tied to his role, not a second incentive [13]. The CEO-to-median-employee pay ratio is 65:1, against a median employee total of $388,200 — modest for a mega-cap only because the CEO takes almost nothing in cash or stock [14]. Shareholders approved the pay program with 89% support in 2025; the board then set the next such vote for 2028, moving say-on-pay to a triennial cadence [15].

For this reader, the pay structure is close to ideal on the alignment axis: the CEO's return comes almost entirely from the share price, not from a compensation contract. The security spending is real cash out the door, but at $25 million against $60.5 billion of net income it is immaterial to value — a rounding item, not a governance flag.

Accountability: the check that structurally cannot bind

Because Zuckerberg controls a majority of the vote, Meta is a "controlled company" under Nasdaq rules and is exempt from the requirements for a majority-independent board and an independent compensation committee. It has chosen to meet both standards anyway: 11 of its 12 directors are independent, with Robert Kimmitt as Lead Independent Director [16]. The board is credentialed — Marc Andreessen, Stripe's Patrick Collison, Exor's John Elkann, DoorDash's Tony Xu — but its authority is advisory in the situations that matter most, because it serves at the pleasure of a shareholder who cannot be outvoted.

That limit is not hypothetical. At the 2025 meeting, a shareholder proposal to recapitalize into one-share-one-vote drew 88% support from unaffiliated shareholders and still failed, defeated by the Class B votes [17]. The same proposal returns in 2026, filed by NorthStar Asset Management, which frames the imbalance directly — control of "more than 61%" of the vote on "just 14%" of the economics — and links it to a string of governance costs, including a November 2025 settlement in which directors agreed to a $190 million payment to resolve claims they failed to oversee privacy practices [18]. The board recommends a vote against, arguing the structure lets management focus on the long term [19]. Both readings can be true at once; what is not in dispute is that outside holders have no mechanism to decide between them.

The same control that funds the AI and Reality Labs build the report's central question turns on (Engine and Bet) is the control at issue here: no shareholder vote gates that spending, and the one lever holders do have — the annual meeting — has just demonstrated its limit.

What the record shows the control has done

Control is not the same as misallocation, and the capital-return record cuts the other way. In 2025 the company repurchased 40 million Class A shares for $26.26 billion and paid $5.32 billion of dividends, raising the quarterly payout to $0.525 — $31.6 billion returned in a single year, alongside the reinvestment ramp [20]. That is owner behavior, not empire-building for its own sake, and it is the strongest fact against reading the control purely as a risk.

The performance record is more mixed. On the peer benchmark in Meta's own pay-versus-performance disclosure, a $100 investment at the end of 2020 grew to $243 by the end of 2025 — a strong absolute result, and a near-quintupling from the $44 trough at the end of 2022 that a fallen-star buyer would have prized — but the same $100 in the peer group grew to $445 over the period [21].

Source: 2026 Proxy Statement, Pay Versus Performance Table (company TSR vs peer group TSR) [22].

The peer-group lag is driven by the 2022 collapse and a subsequent recovery that trailed the index off the bottom; it is the company's own chosen benchmark, and the comparison is sensitive to the 2020 start date. It is not, on its own, evidence of value destruction. It is a reminder that even a self-funded, owner-aligned founder does not guarantee peer-beating returns, and that the accountability gap is a real cost only if the capital allocation goes wrong.

The read

On the two things this chapter set out to establish, the evidence points in opposite directions and both are worth holding. Ownership and pay are as clean as a founder-alignment investor could ask: about $229 billion of personal stock, a $1 salary, no equity grants, and a security bill that is immaterial to value. Accountability is the opposite: 60.8% of the vote on 13.5% of the economics, a controlled-company structure, and an 88% outside-shareholder mandate for reform that the structure renders unenforceable. The evidence that would move the accountability read is behavioral, not structural — continued capital returns and disciplined spending would show the control being used well; a large value-destroying commitment made over clear outside objection would show its cost. The structure will not change, so the founder's judgment is the only check, and the capital-allocation record is where it will be tested.