Facebook IPO: Mark Zuckerberg Retains Iron Grip With 56.9pc of the Voting Shares

Facebook unveiled plans for the biggest ever Internet IPO that could raise as much as $10 billion, but made it clear CEO Mark Zuckerberg will exercise almost complete control over the company, leaving investors with little say.

Mark Zuckerberg compared the launch of Facebook to the invention of the printing press as the company powered up a $5 Billion initial public offering expected to rank as the biggest technology flotation in history. Photo: JD Lasica/Flickr

After a long wait the world’s most popular social networking site lodged its initial public offering documents with the US Securities and Exchange Commission (SEC) on Wednesday evening, revealing that it made $1bn profit on $3.71bn revenue last year, reports The Telegraph.

Mr Zuckerberg, who founded the company when he was a student at Harvard University, owns a 28.4pc stake, but has effective control under a share structure which gives him voting rights over 56.9pc of the equity.

Zuckerberg’s economic control of about 28 percent of the shares would be worth $28 billion at a $100 billion valuation, ranking him as the fourth-richest American.

As Facebook states in its prospectus, Zuckerberg will “control all matters submitted to stockholders for vote, as well as the overall management and direction of our company.”

According to Reuters, Zuckerberg struck deals with several Facebook investors that granted him voting rights over their shares in all or most situations.

Those included Yuri Milner’s DST Global, venture capital firm The Founders Fund, and entities affiliated with Technology Crossover Ventures, the IPO filing shows.

Zuckerberg’s base salary, which amounted to $500,000 in 2011, was the highest of any employee at Facebook. By contrast, Google co-founders Larry Page and Sergey Brin earned a salary of $150,000 each when Google filed for its IPO in 2004, The Huff Post reports.

Facebook chief operating officer Sheryl Sandberg and chief financial officer David Ebersman tied for second place, with a base salary of $300,000 each.

Yet Sandberg’s total compensation in 2011, or $30,873,579, made her the highest paid of any Facebook employee, followed by Facebook’s vice president of engineering Mike Schroepfer, who took home $24,727,128.

Zuckerberg owns 28 percent of the company, which could be worth $28 billion following the IPO, and the 27 year-old CEO plans to take a $1 per year salary beginning in 2013, much like former Apple CEO Steve Jobs did while at the helm of Apple.

Being CEO of Facebook comes with a few perks.

The filing noted, “[o]ur compensation committee has also authorized our CEO and COO to use private aircraft for business purposes,” and continued, “Mr. Zuckerberg may use private aircraft for personal purposes in connection with his comprehensive security program. On certain occasions, Mr. Zuckerberg may be accompanied by family members or others when using private aircraft.”

In a letter accompanying the SEC filings, Mr Zuckerberg claimed that, like the printing press or the television, Facebook has the power to lead a “complete transformation of many important parts of society”.

“They gave more people a voice. They encouraged progress. They changed the way society was organized. They brought us closer together. Today, our society has reached another tipping point,” he wrote.

Yet in his letter to investors, Zuckerberg stressed Facebook’s “social mission” over the pursuit of profits.

“Facebook was not originally founded to be a company,” he said. “Simply put: we don’t build services to make money; we make money to build better services.”

Mr Zuckerberg also expanded his vision of ‘The Hacker Way’. “Done is better than perfect” is painted on Facebook’s walls, Zuckerberg wrote.

“The Hacker Way is an approach to building that involves continuous improvement and iteration. Hackers believe that something can always be better, and that nothing is ever complete. They just have to go fix it – often in the face of people who say it’s impossible or are content with the status quo,” wrote Zuckerberg.

“Hacking is also an inherently hands-on and active discipline. Instead of debating for days whether a new idea is possible or what the best way to build something is, hackers would rather just prototype something and see what works. There’s a hacker mantra that you’ll hear a lot around Facebook offices: ‘Code wins arguments.'”

“We don’t build services to make money,” Zuckerberg added. “We make money to build better services.”

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