DEF 14A of Block, Inc.
Filed Apr 26, 2024 · FY20230000950170-24-049064
Our 2024 Director Nominees
Our 2024 Director Nominees Both of our Class III director nominees currently serve on our board of directors and demonstrate a mix of experiences and perspectives.
Our 2024 Director Nominees
| Name | Director Since | Experience | Independent | Board and Committee Positions | Other Current Public Company Boards | | Randall Garutti | 2017 | Chief Executive Officer, Shake Shack, Inc. | X | Chair, Nominating and Corporate Governance Committee; Compensation Committee | Shake Shack, Inc. | | Mary Meeker | 2011 | General Partner, Bond Capital | X | Chair, Compensation Committee | Next Door Holdings, Inc. |
Our 2024 Director Nominees
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Director Nominees
Director Nominees Randall Garutti has served as a member of our board of directors since July 2017. Since April 2012, Mr. Garutti has served as Chief Executive Officer and on the board of directors of Shake Shack, Inc. (“Shake Shack”). Mr. Garutti has announced that he expects to step down from both roles effective May 2024 and transition to an advisor role through year end. Prior to becoming Chief Executive Officer of Shake Shack, Mr. Garutti served as its Chief Operating Officer since January 2010. Before Shake Shack, Mr. Garutti was the Director of Operations for Union Square Hospitality Group, LLC, overseeing the operations for all its restaurants. Additionally, Mr. Garutti serves on the board of directors of the Columbus Avenue Business Improvement District, a not-for-profit organization. He previously served on the board of directors of USHG Acquisition Corp. from February 2021 to December 2022. Mr. Garutti holds a B.S. in Hotel Administration from Cornell University’s School of Hotel Administration. Mr. Garutti was selected to serve on our board of directors because of his business expertise and leadership of a global brand. Mary Meeker has served as a member of our board of directors since June 2011. Since January 2019, Ms. Meeker has served as a General Partner of Bond Capital. From December 2010 to December 2018, Ms. Meeker served as a General Partner of Kleiner Perkins Caufield & Byers. From 1991 to 2010, Ms. Meeker served as Managing Director and Research Analyst with Morgan Stanley. Ms. Meeker previously served on the boards of directors of LendingClub Corporation, from June 2012 to June 2019, and DocuSign, Inc., from July 2012 to June 2019, and currently serves on the board of directors of Nextdoor Holdings, Inc. and a number of privately held companies as well as the Defense Innovation Board. Ms. Meeker holds a B.A. in Psychology from DePauw University and an M.B.A. from Cornell University. Ms. Meeker was selected to serve on our board of directors because of her extensive experience advising and analyzing technology companies.
Continuing Directors
Continuing Directors Jack Dorsey is our co-founder and has served as our principal executive officer and as a member of our board of directors since July 2009, having previously served as our Chief Executive Officer and President from July 2009 until his title changed to Block Head as of April 2022. Mr. Dorsey has also served as our Square Head since October 2023 and as Chairperson of our board of directors since October 2010. From May 2007 to October 2008, Mr. Dorsey served as President and Chief Executive Officer of Twitter, Inc. (“Twitter”). Mr. Dorsey returned to serve as Chief Executive Officer of Twitter from July 2015 until November 2021. He served on the board of directors of Twitter from May 2007 to May 2022. Mr. Dorsey was selected to serve on our board of directors because of the perspective and experience he provides as one of our founders and our Block Head, as well as his extensive experience with technology companies and innovation. Paul Deighton has served as a member of our board of directors since May 2016. In April 2024, it was announced that Mr. Deighton will serve as Chairman of Goldman Sachs International and Goldman Sachs International Bank. Mr. Deighton has served as the non-executive Chairperson of The Economist Group since July 2018 and the non-executive Chairman of Heathrow Airport Holdings Limited, the owner of Heathrow Airport in the United Kingdom since June 2016. From December 2012 to May 2015, Mr. Deighton served as Commercial Secretary to the Treasury and as a member of the House of Lords in the United Kingdom. Mr. Deighton previously served as the Chief Executive Officer of the London Organising Committee of the Olympic and Paralympic Games and held various roles at Goldman Sachs. Mr. Deighton serves as the non-executive Chairperson of Hakluyt Company Limited, an advisory firm. Mr. Deighton holds a B.A. in Economics from Trinity College, Cambridge University. Mr. Deighton was selected to serve on our board of directors because of his financial and business expertise, as well as his international perspective and his government and regulatory experience. Neha Narula has served as a member of our board of directors since July 2023. Dr. Narula has served as a Director of the Digital Currency Initiative at the Massachusetts Institute of Technology (“MIT”) Media Lab, an interdisciplinary research lab focusing on cryptocurrencies and blockchain technology, since January 2017, and she previously was the Director of Research in digital currency at MIT Media Lab from May to December 2016. Prior to joining MIT, Dr. Narula was a Senior Software Engineer at Google. Dr. Narula currently serves on the Financial Industry Regulatory Authority’s FinTech Industry Committee and
Continuing Directors
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Continuing Directors
the Federal Reserve Bank of New York’s Innovations Advisory Council. She also previously served on PayPal’s Blockchain, Crypto, and Digital Currencies Advisory Council and the World Economic Forum’s Global Futures Council on Blockchain. Dr. Narula holds a B.A. in Mathematics and Computer Science from Dartmouth College and a Master’s degree and a Ph.D. in Computer Science from MIT. Dr. Narula was selected to serve on our board of directors because of her experience with distributed systems, cryptography, cryptocurrencies and programmable money. Roelof Botha has served as a member of our board of directors since January 2011 and as our Lead Independent Director since June 2022. Since January 2003, Mr. Botha has served in various positions at Sequoia Capital, a venture capital firm, including as a Senior Steward and as a Managing Member of Sequoia Capital Operations, LLC. From 2000 to 2003, Mr. Botha served in various positions at PayPal Holdings, Inc., including as Chief Financial Officer. Mr. Botha serves as the Chairman of the board for Unity Software Inc. and on the boards of directors of 23andMe Holding Co., Natera, Inc., MongoDB, Inc. and a number of privately held companies. Mr. Botha previously served on the boards of directors of Bird Global, Inc., from June 2018 to December 2022, and Eventbrite, Inc., from October 2009 to June 2022. Mr. Botha holds a B.S. in Actuarial Science, Economics and Statistics from the University of Cape Town and an M.B.A. from the Stanford Graduate School of Business. Mr. Botha was selected to serve on our board of directors because of his financial and managerial experience. Amy Brooks has served as a member of our board of directors since October 2019. Since January 2024, Ms. Brooks has served as President, New Business Ventures at the National Basketball Association, after serving as President, Team Marketing & Business Operations and Chief Innovation Officer from November 2017 to December 2023, the Executive Vice President from May 2014 to November 2017 and Senior Vice President from January 2010 to May 2014. Ms. Brooks also serves on the boards of directors of a number of privately held companies and charitable organizations. Ms. Brooks holds a B.A. in Political Science and Communication from Stanford University and an M.B.A. from the Stanford Graduate School of Business. Ms. Brooks was selected to serve on our board of directors because of her sales and marketing experience as well as her expertise in growing a global brand. Shawn Carter has served as a member of our board of directors since May 2021. Known professionally as Jay-Z, Mr. Carter is a musician, songwriter, record executive, producer and entrepreneur. He has served as the co-founder and majority owner of Roc Nation LLC and founder of Marcy Media LLC, a full-service agency and entertainment company, since 2008 and co-founder and Manager of Marcy Venture Partners, L.P., a venture capital and private equity firm, since March 2019. Mr. Carter founded TIDAL, which is now majority owned by Block, in March 2015, and remains a shareholder and artist of the music streaming service. Since 2014, Mr. Carter has served as the co-founder, Manager and board member of Ace of Spades Holdings, LLC, a luxury champagne company, and serves on the boards of directors of a number of privately held companies. Since 2003, Mr. Carter has served as the founder of the Shawn Carter Scholarship Foundation, a charitable organization focused on education. He also serves on the board of directors of REFORM, a philanthropic organization advocating for criminal justice reform. Mr. Carter previously served as the Chief Visionary Officer of TPCO Holding Corp. (“TPCO Holding”) from November 2020 to 2023, and as the Chief Brand Strategist of CMG Partners, Inc., or Caliva, from July 2019 until its acquisition by TPCO Holding in November 2020. Mr. Carter was selected to serve on our board of directors because of his entrepreneurial experience and expertise in the music industry, which is valuable for our TIDAL business. James McKelvey is our co-founder and has served as a member of our board of directors since July 2009. Since March 2012, Mr. McKelvey has served in various positions at Mira Smart Conferencing, Inc., a digital conferencing company. Mr. McKelvey currently serves on the board of directors of Emerson Electric Co. and previously served as Chair of the St. Louis Federal Reserve. He also serves on the boards of directors of a number of privately held companies. Mr. McKelvey holds a B.S. in Computer Science and a B.A. in Economics from Washington University in St. Louis. Mr. McKelvey was selected to serve on our board of directors because of the perspective and experience he brings as one of our founders.
Continuing Directors
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Non-Continuing Directors
Non-Continuing Directors Sharon Rothstein has served as a member of our board of directors since January 2022. Since October 2018, Ms. Rothstein has served as an Operating Partner at Stripes, LLC (“Stripes”), a growth equity firm. Prior to joining Stripes, Ms. Rothstein served as Executive Vice President, Global Chief Marketing Officer, and subsequently, as Executive Vice President, Global Chief Product Officer of Starbucks Corporation (“Starbucks”) from April 2013 to February 2018. Prior to joining Starbucks, Ms. Rothstein held senior marketing and brand management positions with Sephora, Godiva, Starwood Hotels and Resorts, Nabisco Biscuit Company and Procter & Gamble. Ms. Rothstein serves on the boards of directors of Yelp Inc., InterContinental Hotels Group PLC and a number of privately held companies. She previously served on the board of directors of Afterpay Limited (“Afterpay”) from June 2020 until its acquisition by Block in 2022. Ms. Rothstein holds a Bachelor of Commerce from the University of British Columbia and an M.B.A. from the University of California, Los Angeles. Ms. Rothstein was appointed to our board of directors in connection with Block’s acquisition of Afterpay. She was selected to serve on our board of directors because of her marketing expertise and global operations experience.
Director Independence
Director Independence Our Class A common stock is listed on the NYSE. Under NYSE listing standards, independent directors must comprise a majority of a listed company’s board of directors. In addition, NYSE listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under NYSE listing standards, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). As noted in the commentary to the listing standards, the concern is independence from management. Audit and risk committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE listing standards. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and NYSE listing standards. Our board of directors has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning their background, employment and affiliations, our board of directors has determined that none of Mses. Brooks, Meeker, and Rothstein; Dr. Narula; or Messrs. Botha, Deighton, and Garutti has a material relationship with the Company and that each of these current directors is “independent” as that term is defined under NYSE listing standards. Former director Dr. Lawrence Summers (who resigned from our board of directors on February 9, 2024) was also determined to be independent within the meaning of the NYSE listing standards during the period in which he served on our board of directors. In making the determination of the independence of our directors, the board of directors considered relevant transactions between Block and entities associated with our directors or members of their immediate families, including transactions involving Block and payments made to or from companies and entities in the ordinary course of business where our directors or members of their immediate families serve as partners, directors or as a member of the executive management of the other party to the transaction, and determined that none of these relationships constitute material relationships that would impair the independence of our directors. In addition, each member of our audit and risk committee and our compensation committee meets the enhanced independence standards required for such committee members under the applicable rules and regulations of the SEC and the NYSE listing standards.
Board of Directors Leadership Structure and Role of Our Lead Independent Director
Board of Directors Leadership Structure and Role of Our Lead Independent Director Our board of directors does not have a policy as to whether the roles of the Chairperson of our board of directors and our Block Head should be separate or combined. Our board of directors believes that it should have the flexibility to make this determination as circumstances require and in a manner that it believes is best to provide appropriate leadership for our company. Currently, Mr. Dorsey serves as both the Chairperson of our board of directors and our principal executive officer. As our co-founder and Block Head, Mr. Dorsey is best positioned to identify and drive strategic priorities, oversee product development, identify key areas of risk for the company, lead critical discussions and execute our business plans.
Board of Directors Leadership Structure and Role of Our Lead Independent Director
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Board of Directors Leadership Structure and Role of Our Lead Independent Director
Our board of directors has adopted Corporate Governance Guidelines that provide that one of our independent directors should serve as our Lead Independent Director at any time when the Chairperson of our board of directors is not independent. Because Mr. Dorsey is our Chairperson and is not an “independent” director as defined in NYSE listing standards, our board of directors has appointed Roelof Botha as our Lead Independent Director. Mr. Botha, a director since 2011, has served as our Lead Independent Director since June 2022. As a seasoned director with extensive experience in the financial technology industry, Mr. Botha has played an essential role in advising our senior management in key strategic areas and has provided independent oversight in his roles as a member of both our audit and risk committee and our compensation committee, and our board of directors believes that he is a strong, independent and effective Lead Independent Director. As our Lead Independent Director, Mr. Botha is responsible for, among other matters: • presiding at all meetings of the board of directors at which the Chairperson is not present, including executive sessions of the independent directors; • calling, determining the agenda for and serving as chairperson of meetings of independent directors; • approving the agendas for regularly scheduled meetings of the board of directors and providing feedback on the board meeting schedule; • facilitating discussion and open dialogue among the independent directors both during and outside of board of directors’ meetings, including by presiding over executive sessions; • providing feedback to our Block Head and Chairperson of our board of directors regarding the executive sessions; • alongside with the Chair of our audit and risk committee, consulting with our Block Head on risk matters requiring the consideration of our board of directors; • serving as liaison between the Chairperson of our board of directors and our independent directors, without inhibiting direct communication between them; • in consultation with our nominating and corporate governance committee, reviewing and reporting on the results of our board of directors’ and its committees’ performance self-evaluations; • providing input on the composition of our board of directors; • serving as spokesperson for the Company as requested; and • performing such other responsibilities as may be designated by a majority of our independent directors from time to time. We believe that our leadership structure of Mr. Dorsey serving as both Chairperson of our board of directors and Block Head, with a separate Lead Independent Director, is appropriate because it provides a balance between Mr. Dorsey’s company-specific experience, leadership and insight and our independent directors’ experience, leadership, oversight and expertise from outside of our company. This structure also enables strong leadership, creates clear accountability and enhances our ability to communicate our strategy clearly and consistently to stockholders while ensuring robust, independent oversight by our board of directors and our independent directors, led by our Lead Independent Director.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees, which may include reviewing candidates whom our stockholders have properly submitted for recommendation or retaining a third-party executive search firm to identify and review candidates. We maintain policies and procedures for director candidates, which require our nominating and corporate governance committee to evaluate director candidates in light of the current size and composition, organization and governance of our board of directors and the needs of our board of directors and its committees. There is no difference in the evaluation process of a director candidate recommended by a stockholder as compared to the evaluation process of a candidate identified by any other means. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation: • Character, integrity and judgment: Nominees must have the highest personal and professional ethics. • Diversity: Although our board of directors does not have specific requirements with respect to board diversity, it believes that our board should be diverse, including with respect to factors such as gender, race, ethnicity and experience. Representation and diversity of perspective is important in furthering our purpose of economic empowerment and how we build for the customers we serve. Our nominating and corporate governance committee has adopted a practice for open director positions that ensures we are consistently considering diverse slates of candidates. • Area of expertise: Nominees must also have the ability to offer advice and guidance to our Block Head and other members of management based on proven achievement and expertise in their fields. Potential conflicts of interest and other commitments: Nominees must understand the fiduciary responsibilities that are required of a member of our board of directors and have sufficient time
Considerations in Evaluating Director Nominees
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Considerations in Evaluating Director Nominees
available to perform all board of director responsibilities. Members of our board of directors are expected to prepare for, attend and participate in all board of directors’ meetings. Other individual qualities and attributes: Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, to be in our and our stockholders’ best interests. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. While factors relating to diversity were considered for our current directors, no single factor was determinative with respect to any of our current directors.
Director Compensation
Director Compensation Pursuant to our Outside Director Compensation Policy, our outside directors receive compensation in the form of equity granted under the terms of our 2015 Equity Incentive Plan, as amended and restated (the “2015 Plan”), and cash, as described below. Our 2015 Plan contains maximum limits on the size of the equity awards that can be granted to each of our outside directors in any fiscal year, but those maximum limits do not reflect the intended size of any potential grants or a commitment to make any equity award grants to our outside directors in the future. The only commitment to make equity award grants to our outside directors is under our Outside Director Compensation Policy, as it may be amended from time to time. The maximum limits under our 2015 Plan provide that no outside director may be granted, in any fiscal year, equity awards having a grant date fair value (determined in accordance with generally accepted accounting principles (“GAAP”)) of more than $1 million, provided that the limit is $2 million in connection with the director’s initial service as an outside director. Equity awards granted to an individual while they were an employee or a consultant, but not an outside director, do not count for purposes of these limits. Our compensation committee periodically reviews our Outside Director Compensation Policy, including review of competitive practices provided by Compensia, Inc., an independent compensation consulting firm engaged by our compensation committee (“Compensia”). In 2023, based on data provided by Compensia, our average total direct compensation per director (including annual cash retainer and equity awards) approximated the 10th percentile amongst our compensation peer group identified below in the section entitled “Executive Compensation—Compensation-Setting Process—Competitive Positioning.” Equity Compensation. Initial Award. Subject to any limits in our 2015 Plan, each person who first becomes an outside director will receive an initial grant of restricted stock units (“RSUs”) on the date of their appointment having a grant date fair value (determined in accordance with GAAP) equal to $250,000 multiplied by a fraction: (i) the numerator of which is (x) 12 minus (y) the number of months between the date of the last annual meeting of stockholders and the date the outside director becomes a member of our board of directors and (ii) the denominator of which is 12. However, if a person first becomes an outside director on the day of an annual meeting of stockholders, they will only receive an annual award (described below) on such date, but will not receive an initial award. The shares of our Class A common stock underlying the RSUs vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders, in each case subject to continued service through the vesting date. If the appointment date is the same as the date of annual meeting, then such outside director will only be granted an annual award.
Director Compensation
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Director Compensation
Annual Award. On the date of each annual meeting of stockholders, and subject to any limits in our 2015 Plan, each of our outside directors is granted RSUs having a grant date fair value (determined in accordance with GAAP) equal to $250,000. The shares of our Class A common stock underlying the RSUs vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) on the date of the next annual meeting of stockholders, in each case subject to continued service through the vesting date. Our Lead Independent Director receives an annual grant of RSUs, in addition to the annual grant provided to all outside directors, on the date of each annual meeting of stockholders having a grant date fair value (determined in accordance with GAAP) of $70,000, subject to any limits in our 2015 Plan. The shares of our Class A common stock underlying the RSUs vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders, in each case subject to continued service through the vesting date. The awards granted to an outside director under our Outside Director Compensation Policy will become fully vested upon a “change in control” as defined in our 2015 Plan. Cash Compensation. Each of our outside directors receives an annual cash retainer of $40,000 for serving on our board of directors. In addition, each year, outside directors are eligible to receive the following cash fees for service on the committees of our board of directors.
Director Compensation
| Board Committee | Chair Fee ($) | Member Fee ($) | | Audit and Risk Committee | 20,000 | 10,000 | | Compensation Committee | 15,000 | 5,000 | | Nominating and Corporate Governance Committee | 10,000 | 2,500 |
Director Compensation
Subject to any limits under our 2015 Plan, each outside director may elect to convert any cash compensation that they would otherwise be entitled to receive under our Outside Director Compensation Policy into an award of RSUs under our 2015 Plan. If the outside director makes this election in accordance with the policy, each such award of RSUs will be granted on the first business day following the last day of the fiscal quarter for which the cash compensation otherwise would be paid under the policy, will be fully vested on the grant date, and will cover a number of shares equal to (A) the aggregate amount of cash compensation otherwise payable to the outside director on that date divided by (B) the closing price per share as of the last day of the fiscal quarter for which the grant relates.
2023 Compensation
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | All Other Compensation ($) | Total ($) | | Roelof Botha | — | 374,618 | — | 374,618 | | Amy Brooks | — | 292,220 | — | 292,220 | | Shawn Carter | — | 289,720 | — | 289,720 | | Paul Deighton | 65,000 | 249,959 | — | 314,959 | | Randall Garutti | 50,000 | 249,959 | — | 299,959 | | James McKelvey | — | 289,720 | — | 289,720 | | Mary Meeker | — | 304,642 | — | 304,642 | | Neha Narula | — | 236,125 | — | 236,125 | | Sharon Rothstein | 45,000 | 249,959 | — | 294,959 | | Lawrence Summers | 50,000 | 249,959 | — | 299,959 | | Darren Walker | — | 290,243 | — | 290,243 |
Compensation Design and Objectives
Compensation Design and Objectives In 2023, we continued to maintain a simplified approach to employee and executive compensation. Compensation for our named executive officers consists largely of base salary and equity awards intended to align incentives to grow our business. Equity incentives are provided through a combination of stock options and restricted stock-based awards. We believe that this combination provides an appropriate mix of performance-driven appreciation opportunities through stock options, and alignment of rewards with the long-term interests of our stockholders through restricted stock-based awards. We have not implemented a company-wide performance-based cash incentive plan for our employees, including our named executive officers, in order to conserve cash and maintain a simplified compensation program that focuses on delivering long-term growth rather than short-term results.
Role of Compensation Consultant
Role of Compensation Consultant Our compensation committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In 2023, our compensation committee continued to engage Compensia, an independent compensation consultant, to assist with its duties, including providing advice relating to our compensation peer group selection as well as providing support and specific analyses with regard to compensation data
Role of Compensation Consultant
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Role of Compensation Consultant
and formulation of recommendations for executive and outside director compensation. Compensia reports directly to our compensation committee and not to management, is independent from us and has provided no other services to us. Our compensation committee has assessed the independence of Compensia, taking into account, among other matters, the enhanced independence standards and factors set forth in Exchange Act Rule 10C-1 and the applicable listing standards of the NYSE, and concluded that there are no conflicts of interest regarding the work that Compensia performs for our compensation committee.
Competitive Positioning
Competitive Positioning In determining the compensation for our named executive officers, our compensation committee, with assistance from Compensia, reviews the compensation practices and levels of our compensation peer group. This compensation peer group analysis is used to assess whether our executive compensation program and individual compensation levels for our named executive officers are appropriately positioned to attract and retain high-performing talent. Our compensation peer group is set forth below and was established for 2023 with input from Compensia. The compensation peer group was developed using a rules-based/mechanical approach and reflects publicly-traded companies with similar industry, geography and financial characteristics as us (including revenues of approximately forty percent (0.4x) to two and one half times (2.5x) and a market capitalization of approximately one quarter (0.25x) to four times (4.0x) Block’s respective levels at the time the peer group was selected). The group was further refined to include companies with one-year revenue growth greater than 10% or market capitalization per employee greater than $3 million. Our compensation committee intends to regularly review our compensation peer group and the underlying criteria to assess whether it remains appropriate for review and comparison purposes. Following a review of our 2022 peer group companies, it was deemed that all peer group companies met the desired criteria for inclusion in our 2023 peer group. As such, the Committee approved no changes to the peer group for 2023. Accordingly, the compensation peer group used to inform our 2023 compensation decisions were:
Competitive Positioning
| Adobe | Fiserv | ServiceNow | Uber Technologies | | Affirm Holdings | Global Payments | Shopify | Workday | | Autodesk | Intuit | Snap | Zoom Video | | Coinbase Global | Palo Alto Networks | Twilio | | | eBay | PayPal Holdings | Twitter | |
Competitive Positioning
Relative to our compensation peer group above, at the time of approval of our peer group in July 2022, Block ranked at the 82nd percentile on a trailing four quarters GAAP revenue basis and at the 57th percentile on a market capitalization basis. In addition to the companies listed above, our compensation committee reviewed the executive compensation programs and practices of Alphabet, Amazon, Apple, Facebook, Intel, IBM, Microsoft and salesforce.com for reference purposes only. We compete for talent with these reference companies, and our compensation committee believed it was important to understand their compensation practices in order to remain competitive. Our compensation committee supplemented the compensation data from our compensation peer group with analysis of data from the Radford Compensation Survey. For this additional analysis, our compensation committee reviewed aggregate data from the Radford survey participants that were also members of our compensation peer group. Though its analysis of competitive market data informs its decisions, our compensation committee also applies its subjective judgment in determining the pay levels of individual named executive officers. Additional factors our compensation committee considers when making its compensation decisions include
Competitive Positioning
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Competitive Positioning
input from our Block Head and our People Lead, company performance, individual performance and experience, individual skills and expertise, each named executive officer’s role and/or retention and incentive objectives.
Equity Compensation
Equity Compensation We believe that sustainable long-term corporate performance is achieved with a corporate culture that encourages a long-term focus by all of our employees. We seek to incentivize this focus in our employees, including our named executive officers, through the use of equity-based awards, the value of which depends on the performance of our stock.
Equity Compensation
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Equity Compensation
Equity awards are central to our executive compensation program, which is designed to promote fairness, maintain simplicity and provide rewards based on demonstrable performance. Equity ownership aligns the interests of our named executive officers with the interests of our stockholders by enabling them to participate in the long-term appreciation of the value of our common stock. Additionally, equity awards provide an important tool for us to retain our named executive officers, as awards are subject to vesting over a multi-year period subject to continued service with the company. Typically, these awards vest over four years, contingent on continued service, and the awards to our named executive officers in 2023 followed this practice. Our executive compensation program provides equity incentives through a mix of stock options and restricted stock-based awards (currently awarded in the form of RSUs). Stock options provide executives with an opportunity to participate in stock price appreciation above their exercise price, creating incentives to continue to drive growth. Awards of RSUs create alignment with our long-term stockholders by providing both upside and downside tied to company performance. A mix of award types is also consistent with competitive practice among our peers. In determining the mix of stock options and RSUs for 2023, our compensation committee, with input from our Block Head, our People Lead and Compensia, considered competitive market practices and the retention and performance incentives of outstanding equity holdings and determined that a mix of approximately 50% stock options and 50% RSUs, based on the target grant value of the awards, provided appropriate incentives for the named executive officers in 2023. We do not have an established set of criteria for granting equity awards. Instead, our compensation committee has exercised its judgment and discretion, in consultation with our Block Head and our People Lead, and considered, among other factors, the role and responsibility of each named executive officer, competitive factors, the amount of equity compensation already held by our named executive officer (and the extent to which it was vested) and the cash compensation to be received by our named executive officer, to determine and approve the size and terms of new equity awards. In 2023, we granted annual equity awards to our named executive officers described in the table below. In determining the size and terms of these annual equity awards for Mses. Ahuja, Henry, and Esperanza and Mr. Grassadonia, our compensation committee, with input from our Block Head, our People Lead and Compensia, considered the past and expected future key contributions of each of these named executive officers, the extent to which their existing equity awards were vested and the competitive market data for similarly situated executives. Our compensation committee believed it was appropriate to grant each of them new equity awards to help achieve our retention goals and further align their compensation with the competitive market.
Equity Compensation
| Named Executive Officer | Number of Securities Underlying Options (#)(1) | RSUs (#)(2) | Grant Date Fair Value ($) | | Amrita Ahuja | 178,973 | 107,354 | 15,984,722 | | Chrysty Esperanza | 46,118 | 27,663 | 4,118,955 | | Brian Grassadonia | 157,901 | 94,714 | 11,488,150 | | Alyssa Henry(3) | 125,232 | 75,118 | 9,111,298 |
Equity Compensation
(1) One forty-eighth of the shares subject to the option vest each month following the March 20, 2023, vesting commencement date, subject to continued service with the Company. The award is subject to certain acceleration of vesting provisions under Mses. Ahuja’s, Esperanza’s and Henry’s and Mr. Grassadonia’s change of control and severance agreements. (2) With respect to the RSUs, one-sixteenth of the total RSUs vest in equal quarterly installments over four years beginning on May 20, 2023, subject to continued service with the Company. The award is subject to certain acceleration of vesting provisions under Mses. Ahuja’s, Esperanza’s and Henry’s and Mr. Grassadonia’s change of control and severance agreements. Ms. Henry’s employment with Block ended on October 2, 2023. Ms. Henry forfeited the portion of the equity awards she received in 2023 that otherwise was scheduled to vest after March 11, 2024, after taking into account the vesting acceleration she received in connection with her separation. For additional information, refer to the section entitled “Potential Payments upon Termination or Change of Control.”
Equity Compensation
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Equity Compensation
Mr. Dorsey did not receive any equity awards in 2023 at his request, and because our compensation committee believed that his existing equity ownership position sufficiently aligned his interests with those of our stockholders. On October 2, 2023, we entered into a Separation Agreement and Release with Ms. Henry in connection with the cessation of her employment (the “Henry Separation Agreement”). The Henry Separation Agreement memorialized Ms. Henry’s severance arrangements on terms consistent with her change of control and severance agreement as previously disclosed, and subject to the terms and conditions under such change of control and severance agreement. Specifically, the Henry Separation Agreement provides that any equity awards under the 2015 Plan held by Ms. Henry that would have vested during the severance period (161 days) would be deemed to automatically accelerate as of the date of Ms. Henry’s termination, subject to Ms. Henry’s execution and non-revocation of the Henry Separation Agreement. Additionally, the Henry Separation Agreement provided that Ms. Henry’s Restricted Stock Units would be settled on the 61st day following Ms. Henry’s last day of employment and Ms. Henry’s option awards would remain exercisable for three months following the last day of her employment.
Employment Agreements with Named Executive Officers
Employment Agreements with Named Executive Officers We have entered into a confirmatory employment letter with each of our named executive officers. The confirmatory employment letter has no specific term and provides for at-will employment.
Post-Employment Compensation
Post-Employment Compensation We have entered into change of control and severance agreements with our named executive officers that provide for certain specified payments and benefits if a termination of employment occurs under specified circumstances, including following a change of control of our company. We believe these protections are necessary to provide our valuable executives with incentives to forgo other employment opportunities and remain employed with us and to maintain continued focus and dedication to their responsibilities to maximize stockholder value, including if there is a potential transaction that could involve a change of control. In addition, these protections are available only if a named executive officer executes and does not revoke a general release of claims in our favor. The terms of these agreements were determined by our compensation committee, with input from our management team, following a review of analysis prepared by Compensia of relevant market data for other companies with whom we compete for executive talent.
Post-Employment Compensation
For a summary of the material terms of the change of control and severance agreements and an estimate of the payments and benefits that may be received by our named executive officers under these arrangements, or with respect to Ms. Henry, the payments and benefits that were received in connection with her separation from employment with us, refer to the section entitled “Potential Payments upon Termination or Change of Control.”
Taxation of Parachute Payments and Deferred Compensation
Taxation of Parachute Payments and Deferred Compensation We do not provide, and have no obligation to provide, any of our named executive officers with a “gross-up” or other reimbursement payment for any tax liability they might owe because of the application of Sections 280G, 4999 or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, they would receive either full payment of such payments and benefits or such lesser amount that would cause no portion of the payments and benefits being subject to the excise tax, whichever results in the greater after-tax benefits to our named executive officer.
Accounting for Share-Based Compensation
Accounting for Share-Based Compensation Our compensation committee considers accounting effects in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard that governs the accounting treatment of stock-based compensation awards. ASC 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and restricted stock-based awards, generally based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may realize no value from their awards. ASC 718 also requires companies to recognize the compensation cost of their share-based payment awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.
Compensation “Clawback” Policy
Compensation “Clawback” Policy Our compensation committee recommended, and our board of directors adopted, a financial restatement clawback policy in accordance with SEC and NYSE requirements, which became effective as of October 2, 2023 (the “Financial Restatement Clawback Policy”). Consistent with these requirements, the Financial Restatement Clawback Policy provides that, subject to the limited exemptions permitted under these requirements, if we are required to prepare an accounting restatement due to our material noncompliance with financial reporting requirements under applicable securities laws, we must recover from covered executive officers any incentive-based compensation received by them while they were an executive officer, after October 2, 2023 and during the applicable recoupment period (which generally includes the three completed fiscal years prior to the date we conclude, or reasonably should have concluded, that we are required to prepare, or the date on which a court, regulator or other legally authorized body directs us to prepare, a financial restatement) that was in excess of what they would have received had their incentive compensation been determined based on the restated amounts. Our prior clawback policy, which was in effect throughout 2023 until it was replaced by the Financial Restatement Clawback Policy, gave our board of directors (or any duly authorized committee of the board of directors) discretion to require that any of our executive officers, including our named executive officers, repay incentive-based compensation if a majority of the independent members of our board of directors (or the committee to which it has delegated authority) determined that the executive officer’s gross negligence, intentional misconduct or fraud caused or partially caused us to materially restate all or a portion of our financial statements on which such compensation was calculated. Such determination under the prior clawback policy was required to be made within three years of the date of filing of the applicable financial statements. In addition to the Financial Restatement Policy, our board of directors adopted a severance clawback policy in October 2023, which permits us to recover certain severance compensation paid to any covered individual subject to a severance agreement in the case of certain misconduct.
Compensation Risk Assessment
Compensation Risk Assessment Our management team and our compensation committee each play a role in evaluating and mitigating any risk that may exist relating to our compensation programs, policies and practices for all executive employees, including our named executive officers. In connection with their oversight, Compensia and management conducted a risk review of our executive compensation plans and arrangements in which our executives (including our named executive officers) participate to determine whether these plans and arrangements have any features that might create undue risks or encourage unnecessary and excessive risk taking that could threaten our value. In this review, we considered numerous factors and design elements that enable us to monitor, manage and mitigate risk, without diminishing the effect of the incentive nature of compensation, including our practice of awarding long-term incentive compensation in equity awards upon hire to our named executive officers to directly tie their expectation of compensation to their contributions to the long-term value of our company and other risk mitigators such as the Insider Trading Policy prohibiting stock pledging and hedging, formal stock ownership guidelines and a clawback/compensation recovery policy. Based on our review, we have concluded that any potential risks arising from our executive compensation programs, policies and practices are not reasonably likely to have a material adverse effect on Block.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total Compensation ($) | | Jack Dorsey | 2023 | 2.75 | — | — | — | 2.75 | | Block Head and Square Head | 2022 | 2.75 | — | — | — | 2.75 | | | 2021 | 2.75 | — | — | — | 2.75 | | Amrita Ahuja | 2023 | 559,259 | 7,997,873 | 7,986,849 | 5,000 | 16,548,981 | | Chief Operating Officer and Chief Financial Officer | 2022 | 518,750 | 5,279,934 | 5,887,809 | 5,000 | 11,691,493 | | | 2021 | 493,750 | 4,931,901 | 4,805,016 | 5,000 | 10,235,667 | | Chrysty Esperanza | 2023 | 544,259 | 2,060,894 | 2,058,062 | 5,000 | 4,668,215 | | Chief Legal Officer and Corporate Secretary | 2022 | — | — | — | — | — | | | 2021 | — | — | — | — | — | | Brian Grassadonia | 2023 | 555,000 | 5,736,827 | 5,751,323 | 5,000 | 12,048,150 | | CEO Cash App | 2022 | 518,750 | 6,071,968 | 6,771,040 | 5,000 | 13,366,758 | | | 2021 | 493,750 | 4,931,901 | 4,805,016 | 5,000 | 10,235,667 | | Alyssa Henry | 2023 | 416,104 | 4,549,897 | 4,561,400 | 278,055 | 9,805,456 | | Former CEO Square | 2022 | 518,750 | 6,071,968 | 6,771,040 | 5,000 | 13,366,758 | | | 2021 | 493,750 | 4,931,901 | 4,805,016 | 5,000 | 10,235,667 |
Summary Compensation Table
(1) The amounts included in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of RSUs and option awards calculated in accordance with ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining the grant date fair value of the RSUs and option awards reported in these columns are described in the “Share-based Compensation” section of Note 17, Stockholders' Equity in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. For 2023, amounts disclosed in this column include the aggregate incremental costs of perquisites and other personal benefits (i) the 401(k) employer match for Ms. Ahuja, Ms. Esperanza, and Mr. Grassadonia and (ii) the 401(k) employer match of $5,000 and the value of payments made in connection with the Henry Separation Agreement for Ms. Henry’s cash payment of $249,219 in connection with Ms. Henry’s Separation and Release Agreement with us, $3.6 million in stock-based compensation charges recognized in accordance with ASC 718 in connection with Ms. Henry’s Separation and Release Agreement with us (which is not reflective of the actual amount received by Ms. Henry), and COBRA payment of $23,835 for Ms. Henry.
Summary Compensation Table
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Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The following table sets forth information regarding grants of awards made to our named executive officers during 2023. We did not grant any plan-based cash awards or RSAs during 2023.
Grants of Plan-Based Awards in 2023
| Name | Grant Date | Number of Securities Underlying RSUs (#) | Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Jack Dorsey | — | — | — | — | — | | Amrita Ahuja | 03/20/2023 | 107,354 | 178,973 | 74.50 | 15,984,722 | | Chrysty Esperanza | 03/20/2023 | 27,663 | 46,118 | 74.50 | 4,118,955 | | Brian Grassadonia | 04/26/2023 | 94,714 | 157,901 | 60.57 | 11,488,150 | | Alyssa Henry | 04/26/2023 | 75,118 | 125,232 | 60.57 | 9,111,298 |
Grants of Plan-Based Awards in 2023
The amounts included in this column represent the aggregate grant date fair value of RSUs and option awards calculated in accordance with ASC 718. The valuation assumptions used in determining the grant date fair value of the RSUs and option awards reported in this column are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Grants of Plan-Based Awards in 2023
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Outstanding Equity Awards at 2023 Year-End
Outstanding Equity Awards at 2023 Year-End The following table lists all outstanding equity awards held by our named executive officers as of December 31, 2023. For additional information regarding the impact of certain employment termination scenarios on outstanding equity awards, refer to the section entitled “Potential Payments upon Termination or Change of Control.”
Outstanding Equity Awards at 2023 Year-End
| | Option Awards | | | | | Stock Awards | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(3) | | Jack Dorsey | — | — | — | — | — | — | — | | Amrita Ahuja | 1/24/2019(4) | 30,532 | — | 73.94 | 1/23/2029 | — | — | | | 4/21/2020(5) | 63,891 | 14,084 | 57.40 | 4/20/2030 | — | — | | | 4/21/2020(6) | — | — | — | — | 8,240 | 637,364 | | | 4/27/2021(5) | 24,458 | 12,230 | 253.79 | 4/26/2031 | — | — | | | 4/27/2021(7) | — | — | — | — | 7,288 | 563,727 | | | 4/19/2022(5) | 35,025 | 49,036 | 125.62 | 4/18/2032 | — | — | | | 4/19/2022(8) | — | — | — | — | 26,270 | 2,031,985 | | | 3/20/2023(5) | 33,557 | 145,416 | 74.50 | 3/19/2033 | — | — | | | 3/20/2023(9) | — | — | — | — | 87,226 | 6,746,931 | | Chrysty Esperanza | 6/17/2015(4) | 34,415 | — | 13.94 | 6/16/2025 | — | — | | | 4/24/2019(5) | 5,513 | — | 71.99 | 4/23/2029 | — | — | | | 4/21/2020(10) | — | — | — | — | 2,260 | 174,811 | | | 4/23/2021(11) | — | — | — | — | 1,296 | 100,246 | | | 4/22/2022(12) | — | — | — | — | 7,882 | 609,673 | | | 3/20/2023(5) | 8,647 | 37,471 | 74.50 | 3/19/2033 | — | — | | | 3/20/2023(13) | — | — | — | — | 22,477 | 1,738,596 | | Brian Grassadonia | 2/27/2014(14) | 252,816 | — | 7.25 | 2/27/2024 | — | — | | | 6/17/2015(14) | 460,000 | — | 13.94 | 6/16/2025 | — | — | | | 4/19/2017(5) | 137,122 | — | 17.20 | 4/18/2027 | — | — | | | 4/25/2018(15) | 109,026 | — | 44.75 | 4/24/2028 | — | — | | | 4/24/2019(5) | 99,224 | — | 71.99 | 4/23/2029 | — | — | | | 4/21/2020(5) | 154,917 | 14,084 | 57.40 | 4/20/2030 | — | — | | | 4/21/2020(16) | — | — | — | — | 8,240 | 637,364 | | | 4/27/2021(5) | 24,458 | 12,230 | 253.79 | 4/26/2031 | — | — | | | 4/27/2021(17) | — | — | — | — | 7,288 | 563,727 | | | 4/19/2022(5) | 40,279 | 56,392 | 125.62 | 4/18/2032 | — | — | | | 4/19/2022(18) | — | — | — | — | 30,210 | 2,336,744 | | | 4/26/2023(5) | 29,606 | 128,295 | 60.57 | 4/25/2033 | — | — | | | 4/26/2023(19) | — | — | — | — | 76,956 | 5,952,547 | | Alyssa Henry(20) | 4/27/2021(5) | 26,751 | — | 253.79 | 1/2/2024 | — | — | | | 4/19/2022(5) | 46,321 | — | 125.62 | 1/2/2024 | — | — |
Outstanding Equity Awards at 2023 Year-End
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Outstanding Equity Awards at 2023 Year-End
Each of the outstanding equity awards was granted pursuant to our 2009 Stock Plan (the “2009 Plan”) or 2015 Plan. (2) This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors. (3) Calculated by multiplying (i) $77.35, the fair market value of our Class A common stock per share on December 29, 2023, as determined using the closing price on the New York Stock Exchange, by (ii) the number of shares of common stock that have not yet vested. (4) One-fourth of the shares subject to the option vest on the first anniversary of the option’s vesting commencement date and one forty-eighth of the shares vest monthly thereafter, subject to continued service with us. (5) One forty-eighth of the shares subject to the option vest monthly from the date of the vesting commencement date, subject to continued service with us. (6) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 65,913 shares subject to the RSUs vested on July 1, 2020, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of April 1, 2024, subject to continued service with us. (7) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 19,433 shares subject to the RSUs vested on July 1, 2021, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of April 1, 2025, subject to continued service with us. (8) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 42,031 shares subject to the RSUs vested on July 1, 2022, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of April 1, 2026, subject to continued service with us. (9) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 107,354 shares subject to the RSUs vested on May 20, 2023, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of February 20, 2027, subject to continued service with us. (10) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-fourth of 10% of the total 15,066 shares subject to the RSUs vested over one year in quarterly installments beginning on July 1, 2020, and one-twelfth of the remaining 90% of the RSUs vested quarterly thereafter until the RSU is fully vested as of April 1, 2024, subject to continued service with us. (11) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 3,455 shares subject to the RSUs vested on July 1, 2021, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of April 1, 2025, subject to continued service with us. (12) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 12,610 shares subject to the RSUs vested on July 1, 2022, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of April 1, 2026, subject to continued service with us. (13) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 27,663 shares subject to the RSUs vested on May 20, 2023, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of February 20, 2027, subject to continued service with us. (14) One-fifth of the shares subject to the option vest on the first anniversary of the option’s vesting commencement date and one-sixtieth of the shares vest monthly thereafter, subject to continued service with us. One-twelfth of 10% of the shares subject to the option vest monthly beginning on May 1, 2018 for 12 months, and the remaining one-thirty-sixth of 90% of the shares vest monthly thereafter, subject to continued service with us.
Outstanding Equity Awards at 2023 Year-End
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Outstanding Equity Awards at 2023 Year-End
Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 65,913 shares subject to the RSUs vested on July 1, 2020, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of April 1, 2024, subject to continued service with us. (17) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 19,433 shares subject to the RSUs vested on July 1, 2021, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of April 1, 2025, subject to continued service with us. (18) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 48,336 shares subject to the RSUs vested on July 1, 2022, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of April 1, 2026, subject to continued service with us. (19) Each share is subject to an RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the total 94,714 shares subject to the RSUs vested on May 20, 2023, and one-sixteenth of the RSUs vest every three months thereafter until the RSU is fully vested as of February 20, 2027, subject to continued service with us. (20) Ms. Henry’s employment with Block ended on October 2, 2023. Ms. Henry’s unvested RSUs and options were cancelled on her termination date. Ms. Henry had until January 2, 2024 to exercise any of her vested options before they expired on such date.
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 The following table sets forth the number of shares of common stock acquired during 2023 by our named executive officers upon the exercise of stock options or upon the vesting of RSUs or RSAs, as well as the value realized upon such equity award transactions.
Option Exercises and Stock Vested in 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting of RSUs and RSAs (#)(2) | Value Realized on Vesting of RSUs and RSAs ($)(3) | | Jack Dorsey | — | — | — | — | | Amrita Ahuja | 16,834 | 517,309 | 59,580 | 3,740,236 | | Chrysty Esperanza | 3,150 | 208,962 | 14,136 | 846,500 | | Brian Grassadonia | — | — | 56,140 | 3,385,533 | | Alyssa Henry | 971,954 | 40,746,447 | 65,516(4) | 3,659,580(4) |
Option Exercises and Stock Vested in 2023
(1) Calculated by multiplying (i) the fair market value of our Class A common stock on the exercise date, which was determined using the closing price on the New York Stock Exchange of a share of our Class A common stock on the date of exercise, or if such day is a holiday, on the immediately preceding trading day less the option exercise price paid for such shares of common stock, by (ii) the number of shares of common stock acquired upon exercise. (2) Reflects the aggregate number of shares of Class A common stock underlying RSUs and RSAs that vested in 2023. Of the amount shown for Mr. Grassadonia and Mses. Ahuja, Esperanza, and Henry, 23,236, 28,009, 5,265, and 28,439 shares, respectively, of Class A common stock were sold to cover tax withholding obligations upon vesting. (3) Calculated by multiplying (i) the fair market value of Class A common stock on the vesting date, which was determined using the closing price on the New York Stock Exchange of a share of common stock on the date of vest, or if such day is a holiday or otherwise a non-trading day, on the immediately preceding trading day, by (ii) the number of shares of common stock acquired upon vesting. Of the amount shown for Mr. Grassadonia and Mses. Ahuja, Esperanza, and Henry, $1,390,906, $1,747,756, $315,633, and $1,743,117, respectively, represents the value of shares sold to cover tax withholding obligations upon vesting. Of the amount shown, 17,746 shares with a value of $43.19 were vested in connection with Ms. Henry’s separation. The value was calculated using the same methodology described in footnote (3), but using the fair market value of Class A common stock on the accelerated vesting date.
Option Exercises and Stock Vested in 2023
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Pension Benefits
Pension Benefits Aside from our 401(k) Plan, we do not maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans or arrangements under which our named executive officers are entitled to participate.
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control Each of our named executive officers was subject to a change of control and severance agreement during their employment with us in 2023. The terms of the change of control and severance agreements (the “COC agreements”) are described below, and key differences that apply to our Block Head are highlighted. Under the COC agreements, if, before a change of control, the Company decides to terminate a named executive officer’s employment with the Company without cause (excluding by reason of death or disability), the Company may make a written request that the named executive officer continue to remain employed with the Company or its subsidiaries for a specified transition period not to exceed 180 days from the date of the request (the “Transition Period”). During the Transition Period, the named executive officer will be expected to perform such transition and other duties as reasonably requested by the Company (or its subsidiaries) in its discretion. During the Transition Period, the named executive officer will continue to be paid their base salary, vest in their equity awards in accordance with their terms, and be eligible to participate in our bonus or commission plans (if any) and employee benefit plans, each in accordance with their terms. The Block Head’s change of control and severance agreement does not contain these Transition Period related terms. Ms. Henry’s employment with Block ended on October 2, 2023. Ms. Henry received payments and benefits under her COC agreement, in consideration for which she executed a Separation and Release Agreement, which included (a) a general release of claims in favor of Block and its affiliates, (b) confirmation of her confidentiality obligations to Block, and (c) customary non-disparagement covenants. Under Ms. Ahuja’s COC agreement, if she remains employed by us or any of our subsidiaries through a “change in control” (as defined in our 2015 Plan), the vesting of any of her options that were outstanding when the original change of control and severance agreement was entered into will be accelerated upon the change in control as if she had been employed for an additional 12 months following such triggering event. Ms. Ahuja had no outstanding stock option awards to which this would have applied had a change in control occurred on December 31, 2023. If our named executive officer’s employment is terminated by us without “cause” or due to their death or “disability” (as such terms are defined in their change of control and severance agreement), in either case, outside the Change of Control Period (as defined below), and (ii) under the COC agreements (but not under the Block Head’s agreement) the named executive officer has completed any Transition Period requested by the company (excluding the named executive officers’ early cessation of any such Transition Period due to their death or disability, or the termination of the Transition Period by us other than for cause before its scheduled expiration) they will be eligible to receive these payments and benefits if they timely sign and do not revoke a release of claims: • a lump-sum payment equal to base salary (as of immediately before their termination or, if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) for a number of days equal to (i) 180 minus (ii) the number of days in the entire Transition Period (or if, during the Transition Period, the named executive officer’s employment is terminated by us without cause or due to their death or disability, the number of days in (ii) will be the actual days worked during the Transition Period) (the “Severance Period”). Under the Block Head’s change of control and severance agreement, the Block Head will instead be entitled to a lump-sum payment equal to 75% of his annual base salary; a lump-sum payment equal to a pro rata portion (based on the number of full months the executive has worked during the performance period, measured as of the notice date we make a request for a Transition Period, if any) of the annual bonus that our named executive officer would have earned for the year of their termination if they had remained employed until eligible to receive the bonus;
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
a taxable lump-sum payment equal to the monthly COBRA premium required to continue health insurance coverage for our named executive officer and their eligible dependents through the end of the Severance Period regardless of whether our named executive officer elects COBRA coverage. Under the Block Head’s change of control and severance agreement this taxable lump sum is equal to 9 months of such monthly COBRA premiums; • if the termination is due to reasons other than cause (excluding by reason of death or disability), each of the named executive officer’s then-outstanding time-based equity awards will immediately vest and become exercisable as to the number of shares subject to the time-based equity award that were otherwise scheduled to vest and become exercisable had the named executive officer remained employed with the company through the end of the Severance Period and no change of control occurred during the Severance Period. This provision does not apply to the Block Head’s change of control and severance agreement; and • if a termination (including an early termination of any company-requested Transition Period) occurs due to death or disability only, fully accelerated vesting and exercisability of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels. If, (i) within the three-month period before a change of control until the end of the 12-month period following such change of control (such period, the “Change of Control Period”), our named executive officer’s employment is terminated by us without cause or due to their death or disability or our named executive officer resigns for “good reason” (as defined in their change of control and severance agreement), and (ii) (but not under the Block Head’s agreement), our named executive officer has completed any company-requested Transition Period (excluding our named executive officer’s early cessation of any such Transition Period due to their death or disability, or the company’s termination of the Transition Period other than for cause before its schedule expiration), our named executive officer will be entitled to these benefits if they timely sign and do not revoke a release of claims: • a lump-sum payment equal to 100% of their annual base salary as of immediately before their termination (or, if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction), or, if such amount is greater, as of immediately before the change of control; • a lump-sum payment equal to 100% of their target annual bonus (for the year of their termination); • a taxable lump-sum payment equal to 12 months of the monthly COBRA premium required to continue health insurance coverage for our named executive officer and their eligible dependents regardless of whether our named executive officer elects COBRA coverage; and • 100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels. In addition, if any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to our named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, they would be entitled to receive either full payment of such payments and benefits or such lesser amount that would cause no portion of the payments and benefits being subject to the excise tax, whichever results in the greater after-tax benefits to our named executive officer. The change of control and severance agreements do not require us to provide any tax gross-up payments to our named executive officers.
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
The following table summarizes (i) the estimated payments and benefits that would be provided to our named executive officers who were employed with us on December 31, 2023 upon termination and a change of control under our plans and arrangements with our named executive officers described above and (ii) for Ms. Henry, the payments and benefits provided to her in connection with her separation effective as of October 2, 2023, after a Transition Period of 19 days, which resulted in a Severance Period of 161 days. For purposes of this table, for each named executive officer (other than Mr. Dorsey and Ms. Henry) the “Severance Period” defined above is assumed to last the maximum 180-day period.
Potential Payments upon Termination or Change of Control
| | Termination Without Cause Outside Change of Control Period | | | Termination by Death or Disability | Termination Without Cause or Termination for Good Reason Within Change of Control Period | | | | Name | Cash Compensation ($)(1) | Health Care Benefits ($)(2) | Acceleration of Equity Vesting ($)(3)(4) | Acceleration of Equity Vesting ($)(4)(5) | Cash Compensation ($)(6) | Health Care Benefits ($)(7) | Acceleration of Equity Vesting ($)(4)(8) | | Jack Dorsey | 2.06 | 216 | — | — | 2.75 | 432 | — | | Amrita Ahuja | 282,500 | 15,894 | 2,614,340 | 10,675,418 | 565,000 | 31,787 | 10,675,418 | | Chrysty Esperanza | 282,500 | 15,460 | 614,111 | 2,730,118 | 565,000 | 30,919 | 2,730,118 | | Brian Grassadonia | 282,500 | 15,460 | 2,820,522 | 11,924,147 | 565,000 | 30,919 | 11,924,147 | | Alyssa Henry(9) | 249,219 | 23,835 | 2,494,227 | — | — | — | — |
Potential Payments upon Termination or Change of Control
(1) Cash compensation consists of a lump-sum payment equal to 180 days (161 for Ms. Henry) of annual base salary (for Mr. Dorsey, 75% of annual base salary) (as of immediately before their termination or, if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction) and a lump-sum payment equal to a pro rata portion of the annual bonus that our named executive officer would have earned for the year of their termination if they had remained employed until eligible to receive the bonus at December 31, 2023. (2) Health care benefits consist of a taxable lump-sum payment equal to six months of the monthly COBRA premium required to continue health insurance coverage for our named executive officer and their eligible dependents regardless of whether our named executive officer elects COBRA coverage. Mr. Dorsey does not receive health insurance coverage from the Company. (3) For each named executive officer, other than our Block Head, we assumed 180 days (161 for Ms. Henry) of accelerated vesting of time-based equity awards. The Block Head’s change of control and severance agreement does not include this provision. (4) For each named executive officer, the estimated benefit amount of unvested RSUs was calculated by multiplying the number of unvested RSUs by the closing price of our Class A common stock on December 29, 2023, which was $77.35 (for Ms. Henry, the closing price on her accelerated vesting date, December 1, 2023, which was $65.04). The estimated benefit amount of unvested stock options was calculated by multiplying the number of unvested stock options subject to acceleration held by the applicable named executive officer by the difference between the exercise price of the option and the closing price of our Class A common stock on December 29, 2023, the last trading day of 2023, which was $77.35 (for Ms. Henry, the closing price on the last date of her employment with Block, October 2, 2023, which was $43.19). (5) For each named executive officer, in the event of a termination due to death or disability, fully accelerated vesting and exercisability of all outstanding equity awards. (6) Cash compensation consists of a lump-sum payment equal to 100% of each named executive officer’s annual base salary as of immediately before their termination (or, if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction), or, if such amount is greater, as of immediately before the change of control, and a lump-sum payment equal to 100% of their target bonus for the year ended December 31, 2023. (7) Health care benefits consist of a taxable lump-sum payment equal to 12 months of the monthly COBRA premium required to continue health insurance coverage for our named executive officer and their eligible dependents regardless of whether our named executive officer elects COBRA coverage. Mr. Dorsey does not receive health insurance coverage from the Company. (8) For each named executive officer, we assume 100% accelerated vesting of all outstanding equity awards. For additional information, refer to the section entitled “Potential Payments upon Termination or Change of Control.”
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
| EQUITY COMPENSATION PLAN INFORMATION |
Potential Payments upon Termination or Change of Control
The following table summarizes our equity compensation plan information as of December 31, 2023. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.
Potential Payments upon Termination or Change of Control
| | | (a) | (b) | (c) | | Plan Category | Class of Common Stock | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | Equity compensation plans approved by stockholders | Class A(2) | 42,823,825 | $77.11 | 150,808,102(3) | | | Class B(4) | 2,266,089 | $12.19 | — | | Equity compensation plans not approved by stockholders | — | — | — | — | | Total | Class A and Class B | 45,089,914 | $47.64 | 150,808,102 |
Potential Payments upon Termination or Change of Control
(1) The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying RSUs and RSAs, which have no exercise price, or any rights granted under our 2015 Employee Stock Purchase Plan, as amended and restated (the “ESPP”). (2) Includes the following plans: our 2015 Plan and our ESPP. Our 2015 Plan provides that on the first day of each fiscal year beginning in fiscal 2016, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 40,000,000 shares, (ii) 5% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our board of directors may determine. Our ESPP provides that on the first day of each fiscal year beginning in fiscal 2016, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 8,400,000 shares, (ii) 1% of the outstanding shares of all classes of our common stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our board of directors may determine. On January 1, 2024, the number of shares of Class A common stock available for issuance under our 2015 Plan and our ESPP increased by 30,800,657 shares and 6,160,131 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above. (3) Consists of 29,891,738 shares of Class A common stock available under our ESPP, including shares subject to outstanding rights that were under offering periods in progress as of December 31, 2023, and 120,916,364 shares of Class A common stock available under our 2015 Plan. Consists of shares outstanding under awards made under our 2009 Plan. Block no longer grants awards from this plan.
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Potential Payments upon Termination or Change of Control
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2024, for: • each of our current directors and nominees for director; • each of our named executive officers; • all of our current directors and executive officers as a group; and • each person or group known by us to be the beneficial owner of more than 5% of our Class A or Class B common stock. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 556,749,259 shares of our Class A common stock and 60,501,293 shares of our Class B common stock outstanding as of March 31, 2024. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 2024, or issuable pursuant to RSUs that are subject to vesting conditions expected to occur within 60 days of March 31, 2024 to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Block, Inc., 1955 Broadway, Suite 600, Oakland, California 94612. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.
Potential Payments upon Termination or Change of Control
| | Class A Common Stock | | Class B Common Stock+ | | | | Name of Beneficial Owner | Number | Percent | Number | Percent | Percent of Total Voting Power | | 5% Stock Holders: | | | | | | | The Vanguard Group(1) | 36,685,117 | 6.6% | — | * | 3.2% | | BlackRock, Inc.(2) | 35,297,897 | 6.3% | — | * | 3.0% | | Named Executive Officers and Directors: | | | | | | | Jack Dorsey(3) | 1,000,000 | * | 47,844,566 | 79.1% | 41.3% | | Amrita Ahuja(4) | 330,711 | * | — | * | * | | Chrysty Esperanza(5) | 54,589 | * | 20,000 | * | * | | Brian Grassadonia(6) | 988,891 | * | 306,668 | * | * | | Alyssa Henry(7) | 375,915 | * | — | * | * | | Roelof Botha(8) | 1,260,452 | * | — | * | * | | Amy Brooks(9) | 12,780 | * | — | * | * | | Shawn Carter(10) | 38,073 | * | — | * | * | | Paul Deighton(11) | 35,427 | * | — | * | * | | Randall Garutti(12) | 23,843 | * | — | * | * | | James McKelvey(13) | 131,527 | * | 12,259,025 | 20.3% | 10.5% | | Mary Meeker(14) | 413,177 | * | — | * | * | | Neha Narula(15) | 297 | * | — | * | * | | Sharon Rothstein(16) | 6,082 | * | — | * | * | | All current executive officers and directors as a group (13 persons)(17) | 4,295,849 | 0.8% | 60,430,259 | 99.4% | 52.2% |
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock. + The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis, such that each holder of Class B common stock beneficially owns an equivalent number of Class A common stock. (1) Based solely on a Schedule 13G/A, reporting beneficial ownership as of December 31, 2023, filed with the SEC on February 13 2024, with sole dispositive power over 34,976,673 shares of Class A common stock, shared dispositive power over 1,708,444 shares of Class A common stock and shared voting power over 852,039 shares of Class A common stock. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. (2) Based solely on a Schedule 13G, reporting beneficial ownership as of December 31, 2023, filed with the SEC on January 29, 2024 with sole dispositive power over 35,297,897 shares of Class A common stock and sole voting power over 30,874,401 shares of Class A common stock. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (3) Consists of (i) 704,383 shares of Class A common stock held of record by The Jack Dorsey 2023 Annuity Trust U/A/D May 26, 2023, a grantor retained annuity trust for which Mr. Dorsey serves as co-trustee, (ii) 295,617 shares of Class A common stock held of record by The Jack Dorsey 2022 Annuity Trust U/A/D May 27, 2022, a grantor retained annuity trust for which Mr. Dorsey serves as co-trustee, (iii) 35,763,992 shares of Class B common stock held of record by the Jack Dorsey Revocable Trust U/A/D 12/8/10, for which Mr. Dorsey serves as trustee, and (iv) 12,080,574 shares of Class B common stock held of record by Start Small, LLC, for which Mr. Dorsey serves as sole member. (4) Consists of (i) 83,273 shares of Class A common stock held of record by Ms. Ahuja, and (ii) 232,768 shares of Class A common stock subject to options exercisable within 60 days of March 31, 2024, of which 216,759 shares are vested as of such date, and (iii) 14,670 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2024. (5) Consists of (i) 31,761 shares of Class A common stock held of record by Ms. Esperanza, (ii) 20,000 shares of Class B common stock subject to options exercisable within 60 days of March 31, 2024, of which all shares are vested as of such date, (iii) 18,964 shares of Class A common stock subject to options exercisable within 60 days of March 31, 2024, of which 17,042 shares are vested as of such date, and (iv) 3,864 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2024. (6) Consists of (i) 335,561 shares of Class A common stock held of record by Mr. Grassadonia, (ii) 306,668 shares of Class B common stock subject to options exercisable within 60 days of March 31, 2024, of which all shares are vested as of such date, (iii) 639,056 shares of Class A common stock subject to options exercisable within 60 days of March 31, 2024, of which 623,399 shares are vested as of such date, and (iv) 14,274 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2024. (7) Consists of 375,915 shares of Class A common stock held of record by Ms. Henry. (8) Consists of (i) 19,338 shares of Class A common stock held of record by Mr. Botha, (ii) a total of 684,741 shares of Class A common stock held of record by Mr. Botha’s estate planning vehicle, (iii) 1,862 shares of Class A common stock held of record by Sequoia Capital U.S. Growth Fund IV, L.P., (iv) 77 shares of Class A common stock held of record by Sequoia Capital USGF Principals Fund IV, L.P. (the funds (iii)-(iv) collectively, the “SC GFIV Funds”), (v) 11,388 shares of Class A common stock held of record by Sequoia Capital U.S. Venture Fund XV, L.P., (vi) 1,750 shares of Class A common stock held of record by Sequoia Capital U.S. Venture XV Principals Fund, L.P., (vii) 479 shares of Class A common stock held of record by Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P., (viii) 171 shares of Class A common stock held of record by Sequoia Capital U.S. Venture Partners Fund XV, L.P. (the funds (v)-(viii) collectively, the “SC USV XV Funds”), and (ix) 540,646 shares of Class A common stock held by Sequoia Capital US/E Expansion Fund I, L.P. SC US (TTGP), Ltd., where Mr. Botha is a director, is the general partner of SCGF IV Management, L.P., which is the general partner of the SC GFIV Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture XV Management, L.P., which is the general partner of the SC USV XV Funds. SC US (TTGP), Ltd. is the general partner of SC US/E Expansion Fund I Management, L.P. Mr. Botha may be deemed to share voting or investment control with respect to the securities held by the SC GFIV and SC USV XV Funds. The address of each Sequoia entity is 2800 Sand Hill Road, Suite 101, Menlo Park, CA 94025. (9) Consists of 12,780 shares of Class A common stock held of record by Ms. Brooks. Consists of (i) 15,186 shares of Class A common stock held of record by Mr. Carter, (ii) 1,779 shares of Class A common stock held of record by an immediate family member, (iii) 20,812 shares of Class A common stock held of record by SC Panther, LLC, and (iv) 296 shares of Class A common stock held of record by SC Vessel 5, LLC, both of which Mr. Carter is the sole member.
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
Consists of 35,427 shares of Class A common stock held of record by Mr. Deighton. (12) Consists of 23,843 shares of Class A common stock held of record by Mr. Garutti. (13) Consists of (i) 6,527 shares of Class A common stock held of record by Mr. McKelvey, (ii) 12,259,025 shares of Class B common stock held of record by the James McKelvey, Jr. Revocable Trust dated July 2, 2014, for which Mr. McKelvey serves as trustee, and (iii) 125,000 shares of Class A common stock held of record by the Anna Elefteria Ntenta Revocable Trust dated November 30, 2017. (14) Consists of (i) 407,360 shares of Class A common stock held of record by Ms. Meeker and (ii) 5,817 shares of Class A common stock held in the name of KPCB sFund Associates, LLC (“sFund Associates”), where Ms. Meeker is a member, which is the managing member of KPCB sFund, LLC (“sFund”) and, therefore, Ms. Meeker may be deemed to share voting or investment control with respect to the shares held by sFund Associates and sFund. The address of each is 2750 Sand Hill Road, Menlo Park, CA 94025. (15) Consists of 297 shares of Class A common stock held of record by Dr. Narula. (16) Consists of (i) 6,082 shares of Class A common stock held of record by Ms. Rothstein, and (ii) 1,256 CDIs, each representing an ownership interest in a share of Class A common stock of Block, held of record by Ms. Rothstein. Consists of (i) 4,295,849 shares of Class A common stock, of which 1,256 are CDIs, each representing an ownership interest in a share of Class A common stock of Block, and 60,430,259 shares of Class B common stock held of record by our current executive officers and directors, (ii) 890,788 shares of Class A common stock subject to options exercisable within 60 days of March 31, 2024, of which 857,200 are vested as of such date, (iii) 326,668 shares of Class B common stock subject to options exercisable within 60 days of March 31, 2024, all of which are vested as of such date, and (iv) 32,808 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2024.
Potential Payments upon Termination or Change of Control
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Potential Payments upon Termination or Change of Control
| PAY VERSUS PERFORMANCE |
Potential Payments upon Termination or Change of Control
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been reported in our Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required in our SCT. The table below summarizes compensation values reported in our SCT, as well as the adjusted values required in this section for the applicable years presented. For our named executive officers other than our principal executive officer (“non-PEO NEOs”), compensation is reported as an average of compensation for our non-PEO NEOs. The primary objective of our executive compensation program is to drive long-term stockholder value. Compensation for our named executive officers is heavily weighted toward equity-based compensation, which is directly tied to our long-term value and growth, and aligns the interests of our executives with our stockholders. For additional information regarding our compensation philosophy, please refer to the section entitled “Compensation Discussion & Analysis.” In 2023, we did not use any financial performance measures to link compensation “actually paid” to company performance in a manner that can act as a “Company-Selected Measure” under the relevant rules. As such, we do not have a “Company-Selected Measure.” We therefore do not provide a tabular list of such performance measures.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | Value of initial fixed $100 investment based on: | | | | Year (a) | Summary compensation table total for PEO ($) (b)(1) | Compensation actually paid to PEO ($) (c)(1) | Average summary compensation table total for Non-PEO NEOs ($) (d)(2) | Average compensation actually paid to Non-PEO NEOs ($) (e)(2)(3)(4)(5)(6) | Total shareholder return ($) (f)(7) | Peer group total shareholder return ($) (g)(7)(8) | Net Income (Loss) (in thousands) ($1000s) (h)(9) | | 2023 | 2.75 | 2.75 | 10,767,701 | 11,468,047 | 123.64 | 191.10 | 9,772 | | 2022 | 2.75 | 2.75 | 11,692,439 | (10,751,801) | 100.45 | 118.60 | (540,747) | | 2021 | 2.75 | 2.75 | 9,560,445 | (2,467,273) | 258.17 | 183.47 | 166,284 | | 2020 | 2.75 | 2.75 | 8,448,700 | 66,001,569 | 347.89 | 145.15 | 213,105 |
Pay Versus Performance Table
(1) Reflects compensation amounts reported in our SCT for our Block Head and PEO, Jack Dorsey, for the respective years shown. Mr. Dorsey was our PEO for all applicable years presented. Mr. Dorsey did not receive or hold any equity-based awards, or participate in any defined benefit or actuarial pension plans, for any of the years presented and therefore, no amounts have been deducted or added to calculate the Compensation Actually Paid (“CAP”) to the PEO. (2) Non-PEO NEOs include (a) Amrita Ahuja, Brian Grassadonia, Alyssa Henry, Sivan Whiteley and Jacqueline Reses for the year ended December 31, 2020; (b) Amrita Ahuja, Brian Grassadonia, Alyssa Henry and Sivan Whiteley for the years ended December 31, 2021 and 2022; and (c) Amrita Ahuja, Brian Grassadonia, Alyssa Henry and Chrysty Esperanza for the year ended December 31, 2023. Dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. We calculate CAP in accordance with the methodology prescribed under SEC guidance to Item 402(v) of Regulation S-K and as shown in the adjustment table below. Average CAP for our non-PEO NEOs is calculated by, as described in more detail under footnote (6) below, (a) taking the average SCT total compensation, less (b) the grant date fair value of equity granted during the year, plus (c) the following: (i) the year-end fair value of outstanding, unvested equity awards granted during the applicable year; (ii) for equity awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the year-end fair value and the immediately prior year-end fair value; (iii) the vesting date fair value of any equity awards that were granted and vested in the same covered fiscal year; and (iv) for awards granted in prior years that vested during the applicable year, the difference between the fair value as of the vesting date and the immediately prior year-end fair value, less (d) the fair value at the end of the prior fiscal year for awards granted in prior years that were forfeited during the covered fiscal year. We have not paid dividends historically and do not sponsor any pension arrangements; thus no adjustments are made for these items.
Pay Versus Performance Table
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Pay Versus Performance Table
For purposes of calculating the average CAP to our non-PEO NEOs, compensation related to equity awards was remeasured. For RSAs and RSUs, the fair values and the change in fair values were determined by the closing price of our common stock at each applicable year-end date or, in the case of vested awards, the stock price on vesting date. For stock options, a Black-Scholes-Merton option valuation model (“BSM model”) was used as of the applicable year-end date or, in the case of vested options, the vesting date. The BSM model requires us to make assumptions and judgments regarding the variables used in the calculation, including the expected remaining term, expected volatility and the expected risk-free rate. The valuation assumptions used to calculate fair value of equity awards were materially consistent with those used to calculate the grant date fair value of such award and those used to calculate our share-based compensation expense, as disclosed in the “Share-based Compensation” section of Note 17, Stockholders’ Equity of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (5) Changes in the market price of our Class A common stock following the date of grant of an award can impact CAP to our non-PEO NEOs. For the portion of the average CAP that is based on year-end stock prices, the following prices from the last trading day of the applicable year were used: (a) $62.56 for 2019; (b) $217.64 for 2020; (c) $161.51 for 2021; (d) $62.84 for 2022; and (e) $77.35 for 2023. (6) Reflects the following adjustments, reported as averages, to the average of the total compensation of our non-PEO NEOs as reported in our SCT:
Pay Versus Performance Table
| | Year Ended | | | | | | December 31, | | | | | | 2020 | 2021 | 2022 | 2023 | | Total Average Compensation to non-PEO NEOs per SCT ($) | 8,448,700 | 9,560,445 | 11,692,439 | 10,767,701 | | Less: Amounts reported in SCT as equity award amounts, which are based on grant date fair values | (7,889,459) | (9,060,750) | (11,167,810) | (10,175,781) | | Plus: Year-end fair value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year | 34,248,558 | 4,257,552 | 4,103,883 | 9,579,411 | | Plus: Change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year. | 21,341,479 | (10,385,340) | (9,746,528) | 775,615 | | Plus: Vesting date fair value of any equity awards that were granted and vested in the same covered fiscal year | 3,816,699 | 1,135,500 | 700,050 | 1,618,086 | | Plus: Change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year | 6,815,721 | 2,025,319 | (6,333,836) | (126,602) | | Less: Fair value at the end of the prior fiscal year for awards granted in prior years that were forfeited during the covered fiscal year | (780,129) | — | — | (970,382) | | Total Adjustments | 57,552,869 | (12,027,719) | (22,444,241) | 700,347 | | Total Average CAP to non-PEO NEOs for Fiscal Year | 66,001,569 | (2,467,273) | (10,751,801) | 11,468,047 |
Pay Versus Performance Table
(7) Total shareholder return (“TSR”) reflects what year-end cumulative value of $100 would be, including reinvestment of dividends until the last day of each reported fiscal year, if such amount were invested on December 31, 2019. The Company has not paid dividends historically. (8) We used the S&P North American Technology Index for our peer group TSR, as used in our stock performance graph required by Item 201(e) of Regulation S-K and included in our Annual Reports on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020. The dollar amounts reported are the Company’s net income (loss) attributable to common stockholders for the applicable year as presented in the audited Consolidated Statements of Operations included in our Annual Reports on Form 10-K for the years ended in December 31, 2023, 2022, 2021, and 2020.
Pay Versus Performance Table
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Relationship Between Compensation Actually Paid, Block Total Shareholder Return and Peer Group Total Shareholder Return
Relationship Between Compensation Actually Paid, Block Total Shareholder Return and Peer Group Total Shareholder Return
Relationship Between Compensation Actually Paid and Net Income (Loss)
Relationship Between Compensation Actually Paid and Net Income (Loss) Block TSR is calculated based on an assumed investment of $100 on December 31, 2019.
Relationship Between Compensation Actually Paid and Net Income (Loss)
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Relationship Between Compensation Actually Paid and Net Income (Loss)
| PAY RATIO DISCLOSURE |
Relationship Between Compensation Actually Paid and Net Income (Loss)
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Dorsey, our Block Head. For 2023, our last completed fiscal year: • the median of the annual total compensation of all our employees (determined as described below, and other than our Block Head) was $204,687; and • the annual total compensation of our Block Head, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $2.75. Based on this information, for 2023, the annual total compensation of our Block Head was less than 0.0001 times that of the median of the annual total compensation for all employees. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Block Head, we took the following steps: 1. We determined that, as of December 31, 2023, our employee population consisted of 11,938 individuals working at our parent company and consolidated subsidiaries with approximately 11,357 of these individuals located in the U.S., Australia, Canada, Ireland and the U.K. (approximately 9,073 in the U.S., 1,003 in Australia, 731 in Canada, 315 in Ireland and 235 in the U.K.). This population consisted of our full-time and part-time employees. As noted below, it did not include independent contractors. We did not retain or engage any temporary workers or similar workers as of December 31, 2023. 2. We have chosen to exclude the approximately 581 employees located outside of the U.S., Australia, Canada, Ireland and the U.K. (132 in China, 128 in Japan, 119 in Norway, 49 in Spain, 47 in Moldova, 41 in Germany, 18 in Mexico, 15 in the Netherlands, 10 in New Zealand, 7 in Taiwan, 6 in Poland, 5 in Sweden, 2 in Brazil, and 2 in Lithuania) from the determination of the “median employee,” given the relatively small number of employees in those jurisdictions and the estimated costs of obtaining their compensation information. In total, we excluded certain non-U.S. employees comprising less than 5% of our total workforce from the identification of the “median employee,” as permitted by SEC rules. 3. To identify the “median employee” from our U.S., Australia, Canada, Ireland and the U.K. employee population, we combined the actual salary, bonus, commissions and other taxable benefits (other than related to equity awards and our ESPP) as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2, the Australian Taxation Office, the Canada Revenue Agency on Form T4, the Ireland Revenue Agency on the Statement of Liability, and Her Majesty’s Revenue and Customs office on Form P60 through its electronic processes for 2023, as well as the match paid to our U.S employees under our 401(k) Plan and the aggregate grant date fair value of equity awards granted to employees in 2023. 4. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying the “median employee.” 5. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $204,687. With respect to the annual total compensation of our Block Head, we used the amount reported in the “Total Compensation” column of our 2023 Summary Compensation Table included in this proxy statement.
Relationship Between Compensation Actually Paid and Net Income (Loss)
| BLOCK 2024 Proxy Statement | 47 |
Relationship Between Compensation Actually Paid and Net Income (Loss)
| CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS |
Relationship Between Compensation Actually Paid and Net Income (Loss)
We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a participant or will be a participant, in which: • the amounts involved exceeded or will exceed $120,000; and • any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. Our audit and risk committee reviewed and approved each of the transactions described below pursuant to our related person transactions policy. All dollar amounts are as of March 31, 2024.