Drew Houston Joins Facebook Board of Directors | Hacker News Reader

Drew Houston Joins Facebook Board of Directors

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117 pointsminimaxir88 comments

What would someone typically be paid, if anything, to join the board?

I believe it varies across co's. Here's what I found for FB

"Netflix NFLX CEO Reed Hastings and Peter Thiel both collected $349,151 just for being on Facebook's board in 2017, mostly in the form of stock awards. The other three members of the board made comparable amounts last year." https://www.nasdaq.com/articles/all-fun-salary-info-uncovere...

It has to be disclosed, so you can look it up in the SEC filings. When Ken Chenault was added in 2017, his offer was $350k per year, with $50k in cash and $300k in RSUs. Jeff Zients received the same offer in 2018, except he got an additional $20k for being on the audit committee[1].

So, to answer your question, $350-370k / year.

[0] https://content.edgar-online.com/ExternalLink/EDGAR/00013268...

[1] https://content.edgar-online.com/ExternalLink/EDGAR/00013268...

While that sounds like easy money -- it's worth noting that boards are quite regularly sued, and sued personally, for breach of fiduciary duty, in class action lawsuits.

So there's some risk and potential cost involved with taking these positions.

Edit: thanks for the reply below!

That's what O & D insurance is for. The company pays for that.

Not to be pedantic but I've only heard it referred as D&O insurance. The directors come first and its relatively expensive: google quotes $5k a year per million of coverage.

Also not all things are covered and it can be litigated (in my limited experience) to force the insurer to pay. Plus you can still do something that gets you personally in trouble even with coverage.

Obviously, a sweet gig and incredibly hard to get. But everything has some hair around it.

Insurance can cover judgments but can’t get you out of being repeatedly deposed.

> easy money

Kind of a strange thing to say 350k to work as a board member is easy money, when the requirement to become a board member in the first place is to be a CEO who was previously being paid tens of millions of dollars a year.

I can imagine that the knowledge one gathers from being on the board is worth much more than that.

Still being paid millions to be CEO. Being on a board is nowhere near a full time commitment.

There is no requirement to have formerly been a CEO. There are no requirements at all for sitting on a board.

This is not true at all. There is zero requirement that sitting on board requires prior experience as a CEO.

I've worked under people who are on public boards. I can tell you that in their cases it was very easy money. Even more so since I did a lot of their work for them. Not everyone treats it that way, but it's cushy for a lot of them.

I know the point here is not to call out FB in useless arguments, but one thing I think is maybe fair to contribute is that FB groups [1] and pages have come to be the really useful parts of the ecosystem (notwithstanding Whatsapp). This also poses a problem that other sites (especially late 90's sites) have had, which is that they can lose their data at any time.

[1] A good example is the groups about the Kruger national park, about snakes, and about other animals in Southern Africa.

Set up your Seafile/Nextcloud/Owncloud asap and get your data off these twits' servers. It will soon be:

1) Scraped and analyzed to generate advertising IDs 2) Backdoored to any law enforcement back channel request

is Dropbox too big to be acquired (by Facebook)? Can this mean that they are going to?

There's not much that is too big for a $582bn market cap company (with $55bn in cash and marketable securities) to acquire.

>is Dropbox too big to be acquired (by Facebook)?

Facebook is big enough to acquire almost any company they want

> Can this mean that they are going to?

Put aside whether or not it makes sense to acquire dropbox.

To me this looks like they will not since it could look like a conflict of interest to stockholders and therefore a breach of fiduciary duty. Drew would stand to make a ton of money at the cost to FB shareholders in a dropbox buyout and it's not necessarily to the shareholder's benefit

If facebook wanted to buy dropbox, the safer play would be to buy dropbox, then add Drew to the board of directors

I wonder if dropbox might have more photos data than facebook. People only share a small subset of all the photos they have taken and have backed up. I can see that being valuable. Otherwise I am not seeing why they would want to acquire them.

Facebook is in the ad and data selling business (although they of course insist on selling ads only, no data. don't believe them). People put tons of sensitive data into Dropbox backed up accounts like financial documents (financial plans, tax calculations, etc), medical letters, correspondence with employers, holiday plans, etc. Tons of entities would pay lots of money for access to that kind of data.

Would anyone like to explaon why they disagree here? I see this being greyed out without any rebuttal. This seems SOP for facebook lately.

I'm pretty surprised, and a little disappointed by, this addition. The FB board is already a who's who of "Silicon Valley Standard Perspectives".

As Facebook's biggest challenges continue to be about the unexpected consequences of the breadth of its technology, Drew doesn't seem to add any perspective that I'd expect the board to be missing right now.

Is that what a board is for, though? I agree that additional perspective could help Facebook address systemic faults but I'm not sure adding somebody to the board is how you go about doing it. I'm not familiar with principles and processes of executive leadership though.

The Board of Directors is the most powerful group of people in a corporation. They have the power to hire and fire executives (including the CEO). They set the top-level direction of the company. If the Board isn't entrusted to address systemic faults, then I can't think of a more appropriate place within the company.

That said, FB is an anomaly -- Mark Zuckerberg has special voting rights that prevent the Board from overruling him on any question. So for that company, it really doesn't matter who's on the Board; Zuck can do whatever he pleases.

Given Drew runs a very privacy-focused profitable business, I'd imagine he'd have at least a slightly different perspectives on things.

Um, how is Dropbox anything even close to "privacy-focused"?

They make their money from enterprise software, for which privacy and access controls are very important. The other tech leaders on the board are more consumer-focused businesses, and consumer-focused businesses generally don't care as much about privacy.

1) Files are not encrypted on Dropbox servers. 2) The Dropbox client scans files on your machine that are outside the Dropbox folder. 3) collaboration with others via 3rd party app requires you to grant the app access to your entire Dropbox directory.

Not only is privacy not a focus at Dropbox. It isn't even a consideration.

Do you have a source for claim #2? Please share

https://www.dropboxforum.com/t5/Installs-integrations/Too-hi...

Most people in that thread are just complaining of high disk usage without specifying where access occurs.

Then page 3 has the following user report:

> I'm running Windows 10 and my Dropbox is located on my E drive (E:\Dropbox). I also notice high disk activity. However when I look in Resource Monitor I noticed that the high activity generated by Dropbox.exe is on the C drive (not E).

To which an employee says the reason is that dropbox is installed on C:.

> Although you have your Dropbox folder on your E: drive, the application is still installed on your C: drive, so that’s why you’re seeing the activity there.

Sorry, I did a poor job explaining. The smoking gun is CPU usage not file system activity. Perhaps you know more about this and can explain it to me. If I copy files from one place on my system that is outside of my Dropbox folder to any other location that is also outside of my Dropbox folder, how is it even possible for the Dropbox client to consume CPU resources if it isn't monitoring files outside of the Dropbox folder?

Here is link showing more people reporting the same problem. Files being copied from one part of the file system to another and the Dropbox client consumes 60%-100% CPU. I cant even comprehend how that is possible.

https://news.ycombinator.com/item?id=12464901

> how is it even possible for the Dropbox client to consume CPU resources if it isn't monitoring files outside of the Dropbox folder?

I did not debug this or look at anything, so I can't tell you.

One plausible explanation is they are effectively polling Dropbox folder instead of blocking until actual changes occurr. So maybe that hogs CPU scanning the Dropbox folder at inappropriate times, meaning that other activity on the machine has to compete for CPU time and lock acquisitions with unrelated but very noisy requests from the Dropbox client.

The fact that some users say that adjusting ACLs might get their client "unstuck" would fit this theory. Maybe they had a bug that generates noisy scans on the disk when they get "access denied" in an unexpected place.

But really I have no idea.

You seem to be living in some imaginary world in which Dropbox is able to sell to enterprise companies of all sizes and yet privacy is not even a consideration. A little weird how most companies are extremely hesitant due to concerns about compliance, regulatory and privacy issues and yet unbeknownst to them (but known to you apparently), privacy isn't even a consideration at DB! You might have legitimate complaints about the level of security DB offers, but to claim privacy isn't even a consideration is just stretching it to absurdity because DB would have ZERO chance or selling to a large portion of its highest paying customers if privacy and security weren't considerations at all.

Little weird they have a 45 page whitepaper on security even though it isn't a consideration at all! https://aem.dropbox.com/cms/content/dam/dropbox/www/en-us/bu...

Security and privacy are not the same thing.

Excuse me for saying I think there is a lot of unnecessary rage-caps and hostile sarcasm in this reply. Gp is not personally attacking you, but it reads like you take threats to Dropbox's honor pretty personally.

I do not think gp is living in imaginary worlds for example.

I haven't made any complaints about Dropbox's security. I made complaints about their privacy - which you are incredibly naive about.

Have you ever built a business on the dropbox API? Have you ever had to store and manage thousands of "full access" tokens of other users? Are you aware that every 3rd party that has a "full access" token has unbound access to read any of the files since the files are unencrypted?

The following url tells you how many 3rd parties have "full access" to your dropbox files. Take a moment to appreciate your privacy is dependant on the security and discretion of each and every one of those 3rd parties.

https://www.dropbox.com/account/connected_apps

Claim 3 is false. You can jail them to specific directories.

Dropbox supports two types of 3rd party apps each with different file permissions. 1) Sandbox, and 2) Full Access. If you jail by registering a "Sandbox App", you give up the ability to share/collaborate in a directory with other Dropbox users. To have a third party project that provides sharing you must abandon the "Sandbox" permissions and instead request "Full Access" - which means you get a token that give you access to the users entire dropbox directory. I have several email threads with the Dropbox team discussion this issue at length. Perhaps this has changed since I was neck deep in this issue but I don't see anything in their changelog to suggest that.

Ah, wasn't aware of that.

Claim 1 is 100% false also (ex Dropboxer here), they encrypt files at rest in 4MB chunks for all versions of the product (from free, pro, plus, business and enterprise). It’s in their security white paper too: https://www.dropbox.com/static/business/resources/Security_W...

Claim 1 is 100% true if we're talking about end-to-end encryption where Dropbox doesn't have the key. That is more likely what the parent meant.

Security and privacy are not the same thing - and how the files are stored on disk is irrelevant. Obviously the files are also encrypted in transit as well. The bottom line is Dropbox holds the keys on their end and has unencrypted access to the files on while on their servers. They can read the files at will. That is not an architecture that is focused on privacy - which is fine, but it shouldn't claim to be otherwise.

You're 100% correct and the replies to your comment are missing the point. People can have whatever complaints they want about the equality of encryption etc (and maybe those are valid, I don't know), but your point still stands. People here seem to be missing that when you're dealing with enterprise customers, their primary concerns are security, compliance, etc. So yes, running a company that sells to enterprise gives you a very different perspective from what you'd have running a consumer media company. Whether that helps FB I have no idea, but that's a separate debate.

How it helps FB is that it is trying to expand its market into business software - aka using Facebook Groups and FB Messenger, on your own shard. It competes with Slack and other similar worksplace IM systems. Drew Houston's experience at Dropbox is greatly helpful as Facebook tries pushing harder into that market.

Great point, thanks for this

FB has a little something called Workplace - https://work.workplace.com/

Right! Totally forgot about this, thanks

>They make their money from enterprise software

AFAIK they don't, though. Dropbox is still primarily getting its revenue from consumers, not b2b. They have been attempting to pivot to serving more enterprise customers, but are struggling to get traction there.

Given that, combined with the second part of your comment, kinda makes the parent comment's point.

Dropbox might be secure but I wouldn’t say they are privacy focused. There are other offerings like Tresorit or Spideroak that offer end to end encryption of files, that’s more something that I’d call privacy focused.

One could also describe Dropbox as "corridors of power" focused.

Which is pretty much the main reason they have Condaleezza Rice on their board.

My response is Condoleezza Rice [1] followed by Prism [2] followed by hysterical laughter.

[1] http://www.drop-dropbox.com/

[2] https://en.m.wikipedia.org/wiki/PRISM_(surveillance_program)

> bashing Dropbox is HN-suicide

That's not true, and why would you go to the trouble of making a footnote about a six-year-old thread yet skip providing the link? https://news.ycombinator.com/item?id=7566069

grellas' comment has 270+ replies, and HN's software currently paginates threads at 250 comments. That is purely for performance reasons, and I can't wait to be able to turn it off. If you go to the subsequent pages, there are many other top-level comments:

https://news.ycombinator.com/item?id=7566069&p=2

https://news.ycombinator.com/item?id=7566069&p=3

https://news.ycombinator.com/item?id=7566069&p=4

grellas' comment is at the top because the ranking algorithm put it there; many of his comments have gotten upvoted heavily over the years. Moderators didn't do any of that.

People here don't like to hear things that smell like politics, but the Condi Rice thing is a big deal. Excuse my bluntness, but she was one of the public faces of thousands of preventable deaths in Iraq. To have no problem with this I think has so something to do with what people mean when they say many in tech have basic ethics problems.

Where did you get "profitable" from?

The board is the only group that can hold executives accountable. May they should bring in someone that has experience running companies that do the right thing, for the long-term best interest of the shareholders.

They don't need any more of this get big at all costs, move fast and break things and money can make things go away - nonsense.

How does the board hold Zuckerberg or anyone loyal to him accountable when he controls >50% of shares? Zuckerberg and his lieutenants can do almost anything they wants as long as he doesn’t tank the stock price or bring about a pile on of investor lawsuits.

There are legal protections for minority shareholders and boards of directors. Owning > 50% of the stock buys you lots of control, but not total control. Boards do remove CEOs all the time.

> Boards do remove CEOs all the time.

The same ones that they either hired or executed a coup on.

The majority shareholder has a good chance of remaining as CEO if he is proactive enough and stacks the board in his favor over time. It’s a chess game.

All the time?

edit: To your post-edited comment, yes, it's a strategy game. There are lots of ways to avoid getting ousted as a CEO.

Something about the guy who has the keys to all my cloud-synced files associating with Zuckerberg makes me queasy.

Sort of off-topic, what do board members of large (tech) companies do? What value do they provide?

Advice and to keep the CEO in check.

Dynamics are different if the CEO is also President of the Board however.

Main job is to represent the shareholders’ financial interests by hiring, monitoring and firing the CEO.

So in this case absolutely nothing.

Follow-up question: what is the job of the board when the CEO has the majority of the voting shares?

Social club

They still have social power. No company wants its entire board to resign at once, even if they only care about the share price. So the board can use that as a leverage.

So the larger the board, the more power Zuckerberg has, as it's more and more unlikely that everybody resigns. Especially if he starts adding friends.

Dual-class shares should be banned IMO. I know that the people buying $FB do it aware of the stock's limited power, but I don't understand why this is allowed to perpetuate. You're essentially buying shares without any representation. If I own 10% of a company's net worth, I should have 10% voting rights.

With great power comes great responsibility. Unless you're the CEO of a large tech company.

> I know that the people buying $FB do it aware of the stock's limited power, but I don't understand why this is allowed to perpetuate.

People buying FB stock just want good returns unless you're like some sort of people who like controls.

> With great power comes great responsibility. Unless you're the CEO of a large tech company.

This is interesting. I don't know how many times I've seen people in HN always try to push the narratives of "Founders must be from Engineering background with solid/smart tech-skills and they must rule the company not the VC!!".

So far those founders/CEOs with Engineering background (or hackers background) eventually decided that they have too much power to not use it at their will :) (Google founders have multiple sex scandals using their power to get what they want, Facebook with the whole privacy stuff).

Such is life...

Shares aren't being bought for representation, and haven't been for some time now - maybe even as far back as the 1980's when hostile takeovers were more common. I, as an individual, own FB because I think I'll be able to sell later on when I need liquid cash, for more than I'd get parking it in a savings account. There are other reasons to buy stock, but I know I'm not alone in this reasoning. As an individual, there's just no way for me to own 10% or even 1% of Facebook, who's market cap is some $580 billion.

I'm guessing most stockholders (whose shares aren't held in custodian accounts) would have access to a company's Annual General Meeting, where individuals who are charismatic enough could possibly influence the going-ons.

Coaching and educating him on the creation non-voting shares so he'll never lose that majority.

They are like the CEOs "reality check". So things like tell him to not tweet things about the company while tripping on LSD or that kind of week to week ego bookkeeping.

Same thing. In this case they represent the minority shareholders too. Of course the majority owner can put whoever they want on the board.

Only when things are bad. Normally it’s to help provide advice and perspective.

Not at Facebook. Zuck controls >50% personally.

>Facebook shareholders suing the company allege that Andreessen, an independent board member representing the company's stockholders, surreptitiously coached Zuckerberg through a multi-week negotiation process to win board approval for the stock change — something the stockholders argue is a major conflict of interest.

https://www.businessinsider.com/mark-zuckerberg-marc-andrees...

There is some value for you.

They look out for the shareholders of the company. Since Mark Zuckerberg owns a majority of the voting shares, the board basically runs as a formality for him. The industry plays no real role on the board.

What a joke... floundering company CEO added to successful company board. Really? Dropbox management is atrocious, they succeeded in spite of themselves.

Its clear this is so zuck can learn about cloud storage given that was his backup plan in the early days. He wanted to make a cloud storage company as I recall if fb went under. Now with fb workplace not doing super hot he wants to learn more about b2b and enterprise solutions.

https://twitter.com/EricNewcomer/status/1224446581513940999

https://twitter.com/EricNewcomer/status/1224448902629249024

https://twitter.com/EricNewcomer/status/1224450329673994245

Guess I’m finally going to have to cancel my Dropbox account. No one who would work on Facebook’s board can have any kind of scruples.

guess you'll also have to stop using Paypal, Airbnb, IBM, or anything from Procter & Gamble.

I think the only one of those things I use is PayPal because of millennial reliance on Venmo. But I would love to stop!

That sounds difficult but also doesn't sound like a bad idea.

I already use none of those.

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