How important is Sheryl Sandberg to Facebook?

Okay, you can go with the obvious. Sheryl Sandberg is the COO. She's ex-GOOG)" href="http://www.insideipo.com/tag/google">Google and ex-McKinley. She's incredibly smart, and clearly has helped shepherd Facebook through incredible growth that involved more than just eyeballs and monthly active users. She pretty much seems to be the key to monetization and revenue growth. All of this pretty much makes her crucial to the company's success.

But, there's more.

According to Facebook's amended S-1 filing, Sandberg has to wait more than four years for her stock in Facebook to vest (and not from her start date). She stands to rake in more than $2 bn when the time comes … but that time won't come for a while. And, she doesn't have a ‘golden parachute' if she's fired (Mark Zuckerberg doesn't get one either, but he has more than 50 percent of the voting rights, which helps him out a bit).

What's interesting is that, according to PC Magazine, compensation consultant calls the executive comp structures for Zuckerberg and Sandberg ‘two of the most shareholder-friendly agreements I've seen in a long time.' That may be true, but when you look at the corporate governance structure, you can see it actually isn't that shareholder-friendly in regards to Zuck's. For Sandberg, I can see why the attorney would be ‘blown away'.

When you think about it, there is incentive for Sandberg to stick around – and stay on the right side of Zuck, who has total control of the company. She has more than $2 bn on the line – a lot more, if the company grows as some expect.

Sandberg is crucial to the future of Facebook, and the amended filing shows it. Also, it reinforces the fact that Zuck is truly the one in charge.

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Source: PC Magazine

Photo: World Economic Forum via Flickr