Facebook adds Sheryl Sandberg as first woman on board

Sheryl Sandberg has become the first woman to join the board of Facebook, the Menlo Park, Calif., company said Monday.

The world’s most popular social network had come under fire for not having female representation on its seven-member board of directors. Most of its 901 million users are women, and its second-in-command, Sandberg, is one of the country’s best-known female executives.

On Monday, Sandberg, who also sits on the board of Walt Disney Co., became the eighth member of the board.

“Sheryl has been my partner in running Facebook and has been central to our growth and success over the years,” said Mark Zuckerberg, the company’s founder and chief executive, said in a written statement. ‘‘Her understanding of our mission and long-term opportunity, and her experience both at Facebook and on public company boards makes her a natural fit for our board.’’


Facebook has been on the hunt to add board members, including at least one woman, to diversify its all-male board.

Just 11% of the Fortune 500 had male-only boards last year, according to Catalyst, a New York-based nonprofit that monitors women’s progress in the business world.

The California State Teachers’ Retirement System asked Facebook in February to add a woman to its board. A petition from the advocacy group Face It also urged Facebook to include women and minorities.

Sandberg, a former top Google executive known for her advocacy of women in the business world, was hired as chief operating officer in 2008. She is credited with creating the company’s advertising business.

“Sheryl Sandberg definitely deserves to be on the Facebook board,” said Anupam Palit, head of research at GreenCrest Capital. “She has brought a layer of professional management to the company, and she’s in the best position to answer the questions the board will have.

“That being said,” he continued, “there is a bigger issue here with Facebook. The company has been criticized for not having women and minorities in leadership positions. It seems that their answer to everything is always Sheryl Sandberg.”

And, Palit said, Facebook seems to react to criticism rather than getting out in front of an issue “before it hits the media.”

The appointment is in line with modern corporate governance trends, having two management directors sit on the board, but will not give the board any more power or influence over the company that is controlled by its 28-year-old founder and chief executive Mark Zuckerberg, said Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware.


Zuckerberg has a 28% ownership stake in Facebook and controls 57% of the voting stock, giving him near absolute control over Facebook.

“It’s pretty much a board that’s subject to his control,” Elson said. “At that point, the board basically becomes irrelevant.”

“If it were a normal company, there would be some criticism of this appointment. How can a manager being monitored be on the board monitoring managers? But it’s irrelevant here because of the control structure,” Elson said.

Aside from Sandberg and Zuckerberg, the board includes Donald Graham, CEO of Washington Post; venture capitalist Marc Andreessen; Jim Breyer, managing general partner of Accel Partners; Peter Thiel, a venture capitalist and the founder of hedge fund Clarium Capital; Reed Hastings, CEO of Netflix Inc.; and Erskine Bowles, president emeritus of the University of North Carolina.



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