Facebook Inc. is seeking to add directors, including at least one woman, who can add diversity to its all-male board, people with knowledge of the matter said.
Facebook has been working with executive-recruiting firm Spencer Stuart to identify prospective board members, said the people, who asked not to be identified because the search is private. The addition of any new directors probably won’t be announced until after Menlo Park, California-based Facebook holds its initial public offering, one of the people said.
The world’s largest social networking service has drawn scrutiny for the lack of independent directors and gender diversity on its board, even as most of its 901 million users are women. Chief Executive Officer Mark Zuckerberg will control 57.3 percent of the company’s voting power after the IPO, regulatory filings show. Adding outside directors who haven’t been closely affiliated with the company would help the board hold executives accountable, said Dennis Carey, vice chairman at Korn/Ferry International, an executive-search firm.
“Once Facebook becomes a public company, the board needs a seasoned corporate director and people with a variety of backgrounds,” said Carey, whose Los Angeles-based firm isn’t involved in the search. “The board shouldn’t be a rubber stamp for Zuckerberg.”
Jonathan Thaw, a spokesman for Facebook, declined to comment. Ben Machtiger, a spokesman for Spencer Stuart in New York, didn’t respond to a request for comment.
Zuckerberg picked existing directors as he sought advice in building the company. Aside from Zuckerberg, the board includes Donald Graham, CEO of Washington Post Co.; venture capitalist Mark Andreessen, co-founder of Netscape Communications Corp.; Jim Breyer, managing general partner of Accel Partners, an early investor in Facebook; Peter Thiel, a venture capitalist and thefounder of hedge fund Clarium Capital LLC; Reed Hastings, CEO of Netflix Inc.; and Erskine Bowles, president emeritus of University of North Carolina.
Just 11.3 percent of the Fortune 500 had male-only boards last year, according to Catalyst, a New York-based nonprofit organization that researches women’s progress in business.
There’s no shortage of qualified female director candidates who’ve served on corporate boards and have finance, marketing or other executive experience, Korn/Ferry’s Carey said.
One such candidate is Lorrie Marie Norrington, formerly president of EBay Inc.’s Marketplaces business and now a director at Autodesk Inc., DirecTV and Lucasfilm Ltd. Another is Marna Whittington, head of Allianz Global Investors’ U.S.-based Allianz Global Investors Capital and currently a director at Macy’s Inc., Carey said.
Facebook could also add its own chief operating officer, Sheryl Sandberg, who’s a director at Walt Disney Co., or recruit one of the 18 female CEOs who currently head Fortune 500 companies.
The California State Teachers’ Retirement System, which manages $145 billion, asked Facebook in February to add a woman to its board, arguing that diversity improves governance and performance. A petition from the advocacy group Face It, which has more than 52,000 signatures, also urges Facebook to diversify its board to include women and minorities.