DEF 14A of Alphabet Inc., Apr 26, 2024

DEF 14A of Alphabet Inc.

Filed Apr 26, 2024 · FY20230001308179-24-000612

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | 70% | Independent | 60% | Directors self-identify as female or from an underrepresented community |

  3. Our Director Nominees

    | | | | Directors with a significant background in technology, including through experience in technology-related businesses, academic and research institutions, bring critical understanding of our industry and the technological trends and innovation that shape our products, services, and AI-first strategy | Directors with experience in, and exposure to, operating within complex business environments and diverse markets, engaging with international stakeholders, and navigating global regulatory regimes and frameworks, enhance our Board’s oversight of Alphabet’s global operations, supply chains, and strategic execution | | | | | Directors with professional experience in the financial sector, including through management of a financial firm or enterprise, contribute to our Board’s understanding of financial markets and to effective oversight of our capital structure, financial reporting, and financial activities, including our R&D investments | Directors with experience serving on nonprofit boards bring insight into overseeing and leading mission-driven organizations, foundations, and strategies for building successful partnerships with different customers and stakeholders, along with a nuanced perspective on ways in which our products, services and operations can make a positive impact on the communities we serve and operate within | | | | | Leadership experience, including through service in public and private company executive roles or leadership of significant academic and other institutions, provides our Board with a deep understanding of organizational dynamics, complex operations, risk management, human capital and talent management, and other areas that are critical to overseeing a large global company and advancing our strategy | |

  4. Our Director Nominees

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  5. Our Director Nominees

    The following table provides summary information about each director nominee as of April 9, 2024.

  6. Our Director Nominees

    | | | Director | | Membership on Standing Committees | | | | Other Public | | Name | Age | Since | Independent | ACC | LDICC | NCGC | EC | Boards(1) | | Larry Page Co-Founder | 51 | 1998 | | | | | | 0 | | Sergey Brin Co-Founder | 50 | 1998 | | | | | | 0 | | Sundar Pichai Chief Executive Officer, Alphabet and Google | 51 | 2017 | | | | | | 0 | | John L. Hennessy (Chair) Former President of Stanford University | 71 | 2004 | | | | | | 0 | | Frances H. Arnold Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at California Institute of Technology | 67 | 2019 | | | | | | 1 | | R. Martin “Marty” Chávez Partner and Vice Chairman of Sixth Street Partners | 60 | 2022 | | | | | | 1 | | L. John Doerr General Partner and Chairman of Kleiner Perkins | 72 | 1999 | | | | | | 1 | | Roger W. Ferguson Jr. Former President and Chief Executive Officer of TIAA | 72 | 2016 | | (2) | | | | 2 | | K. Ram Shriram Managing Partner of Sherpalo Ventures | 67 | 1998 | | | | | | 1 | | Robin L. Washington Former Executive Vice President and Chief Financial Officer of Gilead Sciences | 61 | 2019 | | (3) | | | | 3 |

  7. Our Director Nominees

    | ACC – | Audit and Compliance Committee | | LDICC – | Leadership Development, Inclusion and Compensation Committee | | NCGC – | Nominating and Corporate Governance Committee | | EC – | Executive Committee | | – | Committee Chair | | | Audit Committee Financial Expert |

  8. Our Director Nominees

    | (1) Alphabet’s Corporate Governance Guidelines provide that the maximum number of public company boards our directors can serve on is four, including membership on the Alphabet Board. All nominees are in compliance with this policy. | | (2) Roger was appointed as the Chair of the Audit and Compliance Committee effective October 31, 2023. | | (3) Robin was appointed as a member of the Audit and Compliance Committee effective October 31, 2023. |

  9. Our Director Nominees

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  10. Table of Contents

    | | Outstanding Equity Awards at 2023 Fiscal Year-End | 55 | | | Stock Vested in Fiscal 2023 | 56 | | | Potential Payments Upon Termination or Change in Control | 57 | | | Alphabet CEO Pay Ratio | 58 | | | Alphabet Pay vs. Performance | 58 | | | Equity Compensation Plan Information | 60 | | 3 Audit Matters | Independent Registered Public Accounting Firm | 61 | | | Principal Accountant Fees and Services | 61 | | | Auditor Independence | 61 | | | Pre-Approval Policies and Procedures | 61 | | | Report of the Audit and Compliance Committee of the Board of Directors | 62 | | 4 Management and Stockholder Proposals | Management Proposals | 63 | | | Proposal Number 1: Election of Directors | 63 | | | Proposal Number 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 64 | | | Stockholder Proposals | 65 | | | Proposal Number 3: Stockholder Proposal Regarding “Bylaw Amendment: Stockholder Approval of Director Compensation” | 68 | | | Proposal Number 4: Stockholder Proposal Regarding an EEO Policy Risk Report | 71 | | | Proposal Number 5: Stockholder Proposal Regarding a Report on Electromagnetic Radiation and Wireless Technologies Risks | 74 | | | Proposal Number 6: Stockholder Proposal Regarding a Policy for Director Transparency on Political and Charitable Giving | 78 | | | Proposal Number 7: Stockholder Proposal Regarding a Report on Climate Risks to Retirement Plan Beneficiaries | 81 | | | Proposal Number 8: Stockholder Proposal Regarding a Lobbying Report | 84 | | | Proposal Number 9: Stockholder Proposal Regarding Equal Shareholder Voting | 87 | | | Proposal Number 10: Stockholder Proposal Regarding a Report on Reproductive Healthcare Misinformation Risks | 90 | | | Proposal Number 11: Stockholder Proposal Regarding AI Principles and Board Oversight | 93 | | | Proposal Number 12: Stockholder Proposal Regarding a Report on Generative AI Misinformation and Disinformation Risks | 96 | | | Proposal Number 13: Stockholder Proposal Regarding a Human Rights Assessment of AI-Driven Targeted Ad Policies | 99 | | | Proposal Number 14: Stockholder Proposal Regarding a Report on Online Safety for Children | 102 | | 5 Questions and Answers About the Proxy Materials and the Annual Meeting | Questions and Answers About the Proxy Materials and the Annual Meeting | 106 | | | Proxy Materials | 106 | | | Voting Information | 107 | | | Participating in the Annual Meeting | 110 | | | Stockholder Proposals, Director Nominations, and Related Bylaw Provisions | 110 | | Information Concerning Alphabet’s Annual Meeting of Stockholders | | 112 |

  11. Directors and Executive Officers

    Directors and Executive Officers Our Board of Directors (our Board) is composed of highly experienced and diverse directors who have led, advised, and established leading global organizations and institutions. Our Board has taken a thoughtful approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the company and that enable them to provide oversight of management to ensure accountability to our stockholders. Our Board has endeavored to strike the right balance between long-term understanding of our business and fresh external perspectives, adding three new directors in the past five years, as well as ensuring the diversity of backgrounds and perspectives within the boardroom. Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, academics, scientists, investors, advisors, nonprofit board members, and government leaders — all of which provide skills and expertise directly relevant to our strategic and oversight priorities. Many of the current directors have senior leadership experience at major domestic and international companies. In these positions, they have also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management, leadership development, and international business experience. Most of our directors also have experience serving on boards of directors and board committees of other public companies, and have an understanding of corporate governance practices and trends, different business processes, challenges, and strategies. Other directors have experience as presidents or trustees of significant academic, research, and philanthropic institutions, which brings unique perspectives in relevant disciplines and institutional leadership to our Board. Further, our directors also have other experience that makes them valuable members, such as entrepreneurial experience and experience developing technology or managing technology companies, which provides insight into strategic and operational issues we face. The demographic information presented below for our directors is based on voluntary self-identification by each director as of April 9, 2024. Additional biographical information of our directors and executive officers as of April 9, 2024 is set forth starting on page 21.

  12. Board Diversity Matrix

    Board Diversity Matrix

  13. Board Diversity Matrix

    | | | | | | | | | | | | | Gender Identity | | | | | | | | | | | | Male | | | | | | | | | | | | Female | | | | | | | | | | | | Race/Ethnicity | | | | | | | | | | | | African American or Black | | | | | | | | | | | | Asian | | | | | | | | | | | | Hispanic | | | | | | | | | | | | White | | | | | | | | | | | | LGBTQ+ | | | | | | | | | | |

  14. Board Diversity Matrix

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  15. Directors

    Directors

  16. Directors

    | Larry Page Co-Founder Director since 1998 | Executive Committee (Chair) | | | Selected Membership: • The Carl Victor Page Memorial Foundation | Larry Page, 51, one of Google’s Co-Founders, previously served as Google’s Chief Executive Officer from April 2011 to October 2015, and as Alphabet’s Chief Executive Officer from October 2015 to December 2019. From July 2001 to April 2011, Larry served as Google’s President, Products. In addition, from September 1998 to July 2001, Larry served as Google’s Chief Executive Officer, and from September 1998 to July 2002, as Google’s Chief Financial Officer. Larry holds a Bachelor of Science degree in engineering, with a concentration in computer engineering, from the University of Michigan and a Master of Science degree in computer science from Stanford University. Select Leadership Skills and Additional Experiences: • Business leadership, operational experience, and experience developing technology as Co-Founder of Google and former Chief Executive Officer of Alphabet. • In-depth knowledge of the technology sector and experience in developing transformative business models. | | Sergey Brin Co-Founder Director since 1998 | Executive Committee | | | Selected Membership: • The Sergey Brin Family Foundation | Sergey Brin, 50, one of Google’s Co-Founders, previously served as Google’s President from May 2011 to October 2015, and as Alphabet’s President from October 2015 to December 2019. From July 2001 to April 2011, Sergey served as Google’s President, Technology and Co-Founder. In addition, from September 1998 to July 2001, Sergey served as Google’s President and Chairman of Google’s Board of Directors. Sergey holds a Bachelor of Science degree with high honors in mathematics and computer science from the University of Maryland at College Park and a Master of Science degree in computer science from Stanford University. Select Leadership Skills and Additional Experiences: • Business leadership, operational experience, and experience developing technology as Co-Founder of Google and former President of Alphabet. • In-depth knowledge of the technology sector and experience in developing transformative business models. |

  17. Directors

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  18. Directors

    | Sundar Pichai Chief Executive Officer, Alphabet and Google Director since 2017 | Executive Committee | | | Selected Membership: • The Pichai Family Foundation | Sundar Pichai, 51, joined Google in 2004 and was named the Chief Executive Officer of Google in October 2015 and of Alphabet in December 2019. Sundar has led product and engineering for Google’s products and platforms, including Search, Chrome, Maps, Android, Gmail, and Google Workspace. Sundar served as Google’s Senior Vice President of Products from October 2014 to October 2015, and as Google’s Senior Vice President of Android, Chrome and Apps from March 2013 to October 2014. As CEO, he has shifted the company’s strategy to focus on AI, which is now powering advances in the company’s founding product, Search, as well as other helpful products for people around the world. Sundar holds a Bachelor of Technology degree from the Indian Institute of Technology Kharagpur, a Master of Science degree from Stanford University, and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania. Select Leadership Skills and Additional Experiences: • Business leadership, operational experience, and experience developing technology as Chief Executive Officer of Alphabet and Google. • In-depth knowledge of the technology sector, and experience in developing Alphabet and Google’s products and services and leading the company’s strategic vision, management, and operations. | | John L. Hennessy Chair of the Board Independent Director since 2004 | Nominating and Corporate Governance Committee (Chair) | | | Selected Memberships: • Board of Trustees, Gordon and Betty Moore Foundation • Trustee, Queen Elizabeth Prize for Engineering Foundation | John L. Hennessy, 71, has served as Chair of our Board since January 2018. John previously served as our Lead Independent Director from April 2007 to January 2018. John is the James F. and Mary Lynn Gibbons Professor of Computer Science and Electrical Engineering in the Stanford School of Engineering, and the Shriram Family Director of Stanford’s Knight-Hennessy Scholars, a graduate-level scholarship program. John served as the President of Stanford University from September 2000 to August 2016. From 1994 to August 2000, John held various positions at Stanford, including Dean of the Stanford University School of Engineering and Chair of the Stanford University Department of Computer Science. John is the recipient of numerous honors, including the Medal of Honor of the Institute of Electrical and Electronics Engineers, and the ACM A.M. Turing Award. John holds a Bachelor of Science degree in electrical engineering from Villanova University and a Master of Science degree and a Doctoral degree in computer science from the State University of New York, Stony Brook. Select Leadership Skills and Additional Experiences: • Leadership and management experience as a former president of a world-renowned university. • Experience developing technology businesses as founder of MIPS Technologies, Inc. and chief architect of Silicon Graphics Computer Systems, Inc. • Global business perspective from his service on other boards. |

  19. Directors

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  20. Directors

    | Frances H. Arnold Independent Director since 2019 | Nominating and Corporate Governance Committee | | | Other Public Company Directorship: • Illumina, Inc. Selected Memberships: • Co-Chair, President’s Council of Advisors on Science and Technology • Member, U.S. National Academies of Science, Medicine, and Engineering • Member, The American Academy of Arts and Sciences | Frances H. Arnold, 67, manages a research group, is the Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry, and is the Director of the Donna and Benjamin M. Rosen Bioengineering Center, all at the California Institute of Technology. She joined the California Institute of Technology in 1986 and has served as a Visiting Associate, Assistant Professor, Professor, and Director. Frances’s laboratory focuses on protein engineering by directed evolution, with applications in alternative energy, chemicals, and medicine. Frances is the recipient of numerous honors, including the Nobel Prize in Chemistry, the Millennium Technology Prize, induction into the National Inventors Hall of Fame, Fellow of the National Academy of Inventors, the ENI Prize in Renewable and Nonconventional Energy, the U.S. National Medal of Technology and Innovation, and the Charles Stark Draper Prize of the U.S. National Academy of Engineering. Frances holds a Bachelor of Science degree in mechanical and aerospace engineering from Princeton University and a Doctoral degree in chemical engineering from the University of California, Berkeley. Select Leadership Skills and Additional Experiences: • Leadership and management experience managing a research group at the California Institute of Technology and co-chair of the President’s Council of Advisors on Science and Technology. • Global business perspective from her service on other boards. | | R. Martin “Marty” Chávez Independent Director since 2022 | Audit and Compliance Committee | | | Other Public Company Directorship: • Recursion Pharmaceuticals, Inc. Selected Memberships: • Board of Fellows, Stanford Medicine Board • Board of Directors, The Broad Institute of MIT Former Public Company Directorship in the Past Five Years: • Banco Santander, S.A. | R. Martin “Marty” Chávez, 60, has been a Partner and Vice Chairman of Sixth Street, a global asset manager, since May 2021. From January 2005 until his retirement in December 2019, he served in a number of executive positions at Goldman Sachs, including Chief Information Officer, Chief Financial Officer, and global co-head of the firm’s Securities Division, and was a partner and a member of Goldman Sachs’ management committee. Previously, Marty was a Chief Executive Officer and co- founder of Kiodex, which was acquired by Sungard in 2004, and Chief Technology Officer and co-founder of Quorum Software Systems. Marty holds a Bachelor of Arts degree in biochemical sciences and a Master of Science degree in computer science from Harvard University, and a Doctoral degree in medical information sciences from Stanford University. Select Leadership Skills and Additional Experiences: • Extensive financial and management expertise and global business leadership as Partner and Vice Chairman of Sixth Street and former Chief Financial Officer of Goldman Sachs. • In-depth knowledge of the technology sector. • Global business perspective from his service on other boards. |

  21. Directors

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  22. Directors

    | L. John Doerr Independent Director since 1999 | Leadership Development, Inclusion and Compensation Committee | | | Other Public Company Directorship: • DoorDash, Inc. Selected Membership: • Board of Directors, Climate Imperative Former Public Company Directorships in the Past Five Years: • Amyris, Inc. • Bloom Energy Corporation • Coursera, Inc. • Quantumscape Corporation | L. John Doerr, 72, has been a General Partner of Kleiner Perkins, a venture capital firm, since August 1980. John holds a Bachelor of Science degree in electrical engineering and a Master of Science degree in electrical engineering from Rice University, and a Master of Business Administration degree from Harvard Business School. Select Leadership Skills and Additional Experiences: • Global business leadership and extensive financial and investment expertise as a venture capitalist. • In-depth knowledge of the technology sector and visionary in the industry. • Global business perspective from his service on other boards. | | Roger W. Ferguson Jr. Independent Director since 2016 | Audit and Compliance Committee (Chair) | | | Other Public Company Directorships: • Corning • International Flavors & Fragrances, Inc. Selected Memberships: • Board of Regents, The Smithsonian Institution • Co-Chair, Commission on the Future of Undergraduate Education, American Academy of Arts and Sciences • Board of Trustees, The Group of Thirty Former Public Company Directorships in the Past Five Years: • Blend Labs, Inc. • General Mills, Inc. | Roger W. Ferguson Jr., 72, has been the Chief Investment Officer of Red Cell Partners LLC, a venture capital firm, since August 2022, and a member of the McKinsey & Company External Advisory Group since February 2023. Since May 2021, he is also the Steven A. Tananbaum Distinguished Fellow for International Economics at the Council on Foreign Relations. Roger has served as the President and Chief Executive Officer of TIAA, a major financial services company, from April 2008 to May 2021. He joined TIAA after his tenure at Swiss Re, a global reinsurance company, where he served as Chairman of the firm’s America Holding Corporation, Head of Financial Services, and a member of the Executive Committee from 2006 to 2008. Prior to that, Roger joined the Board of Governors of the U.S. Federal Reserve System in 1997 and served as its Vice Chairman from 1999 to 2006. From 1984 to 1997, he was an associate and partner at McKinsey & Company. Roger holds a Bachelor of Arts degree in economics, a Doctoral degree in economics, and a Juris Doctor degree, all from Harvard University. Select Leadership Skills and Additional Experiences: • Global business leadership and extensive financial, capital markets, and management expertise as former President and Chief Executive Officer of TIAA. • Extensive experience in management consulting and various policy-making roles. • Global business perspective from his service on other boards. |

  23. Directors

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  24. Directors

    | K. Ram Shriram Independent Director since 1998 | Leadership Development, Inclusion and Compensation Committee | | | Other Public Company Directorship: • Yubico (Nasdaq First North Growth Market, Stockholm: YUBICO) Selected Memberships: • Member, Council on Foreign Relations • Board of Trustees, Stanford Health Care • Charter Member, Indiaspora | K. Ram Shriram, 67, has been a managing partner of Sherpalo Ventures, LLC, an angel venture investment company, since January 2000. From August 1998 to September 1999, Ram served as Vice President of Business Development at Amazon. com, Inc., an internet retail company. Prior to that, Ram served as President at Junglee Corporation, a provider of database technology, which was acquired by Amazon.com in 1998. Ram was an early member of the executive team at Netscape Communications Corporation. Ram holds a Bachelor of Science degree in mathematics from the University of Madras, India. Select Leadership Skills and Additional Experiences: • Global business leadership as former Vice President of Business Development at Amazon.com, Inc., President of Junglee Corporation, and a member of the executive team of Netscape Communications Corporation. • Extensive financial and investment expertise as a venture capitalist. • Outside board experience as a director of several private companies. |

  25. Directors

    | Robin L. Washington | | | Independent Director since 2019 | Leadership Development, Inclusion and Compensation Committee (Chair); Audit and Compliance Committee |

  26. Directors

    | Other Public Company Directorships: • Honeywell International, Inc. • Salesforce, Inc. • Vertiv Holdings Co. Selected Memberships and Private Directorships: • President’s Council & Ross Business School Advisory Board, University of Michigan • Board of Directors, Mastercard Foundation • Board of Trustees, Financial Accounting Foundation | Robin L. Washington, 61, served as the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, from May 2008 until her retirement in November 2019, where she oversaw Global Finance, Facilities and Operations, Investor Relations, and the Information Technology organizations. Robin remained with Gilead in an advisory capacity from November 2019 until March 2020. From January 2006 to June 2007, Robin served as Chief Financial Officer of Hyperion Solutions Corporation, an enterprise software company. Prior to Hyperion, Robin served in a number of executive positions with PeopleSoft, Inc., a provider of enterprise application software, including as Senior Vice President and Corporate Controller along with several other senior financial roles from 1996 to 2005. Prior to PeopleSoft, Robin was Director of Finance for Tandem Computers, an Accounting Analyst for the Federal Reserve Bank of Chicago, and a Senior Auditor for Deloitte. Robin holds a Bachelor of Business Administration degree from the University of Michigan and a Master of Business Administration degree from Pepperdine University. Select Leadership Skills and Additional Experiences: • Extensive financial and management expertise and global business leadership as former Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., Hyperion Solutions Corporation, and former executive of PeopleSoft, Inc. • In-depth knowledge of the technology sector. • Global business perspective from her service on other boards. |

  27. Directors

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  28. Consideration of Director Nominees

    Consideration of Director Nominees

  29. Director Compensation

    Director Compensation

  30. Director Compensation for 2023

    Director Compensation for 2023 The following table summarizes compensation earned by our directors other than Sundar during 2023.

  31. Director Compensation for 2023

    | | Fees Earned or | Stock | All Other | | | | Paid in Cash | Awards | Compensation | Total | | Name | ($) | ($)(1) | ($) | ($) | | Frances H. Arnold(2) | 75,000 | 348,392 | — | 423,392 | | R. Martin “Marty” Chávez(3) | 75,000 | 348,392 | — | 423,392 | | Sergey Brin(4) | — | — | 1 | 1 | | L. John Doerr(2) | 75,000 | 348,392 | — | 423,392 | | Roger W. Ferguson Jr.(2) | 75,000 | 348,392 | — | 423,392 | | John L. Hennessy(5) | 100,000 | 497,633 | — | 597,633 | | Ann Mather(6) | 140,755 | 348,392 | — | 489,147 | | Larry Page(4) | — | — | 1 | 1 | | K. Ram Shriram(2) | 75,000 | 348,392 | — | 423,392 | | Robin L. Washington(2) | 75,000 | 348,392 | — | 423,392 |

  32. Director Compensation for 2023

    | (1) The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of GSUs granted to our non-employee directors in 2023 calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (Compensation – Stock Compensation). The grant date fair value of each GSU award is measured based on the closing price of Class C capital stock on the date of grant. The grant date fair value of GSUs granted to the non-employee directors on July 5, 2023 (the GSU grant following the 2023 Annual Meeting of Stockholders) was $122.63 per share. | | (2) On December 31, 2023, there were 6,126 Class C GSUs outstanding for Frances, John Doerr, Roger, Ram, and Robin. | | (3) On December 31, 2023, there were 8,185 Class C GSUs outstanding for Marty. | | (4) Co-Founders Larry and Sergey serve as employee directors and do not receive any compensation for their services as members of our Board. Their “All Other Compensation” reflects an annual employee salary of $1. | | (5) On December 31, 2023, there were 8,731 Class C GSUs outstanding for John Hennessy. | | (6) Ann resigned as a member of our Board and the Audit Committee effective October 31, 2023. Subsequently, Ann received a prorated payment for her service from our 2023 Annual Meeting of Stockholders on June 2, 2023 to October 31, 2023. The payment amount was $40,755, which represents the total prorated value of Ann’s annual cash retainer as a non-employee director ($75,000) and the additional annual cash retainer for her role as Audit Committee Chair ($25,000). This is in addition to Ann’s standard ongoing compensation of $100,000 paid in arrears in June 2023, in connection with her service between our 2022 Annual Meeting of Stockholders on June 1, 2022 and our 2023 Annual Meeting of Stockholders on June 2, 2023. |

  33. Director Compensation for 2023

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  34. Section 2—Determining Competitive Levels of Pay

    Section 2—Determining Competitive Levels of Pay Our executive compensation decisions are informed by competitive market data in addition to the reviews of individual roles and performance. We use peer group data to obtain compensation benchmarks for our named executive officers. Each year, we review our peer group and our evaluation criteria. In October 2022, we determined our peer group for 2023 compensation by evaluating potential comparator companies against the following criteria:

  35. Section 2—Determining Competitive Levels of Pay

    Considering these criteria, in October 2022, the Compensation Committee selected the following peer companies for 2023 (which were the same peer companies the Compensation Committee used for 2022):

  36. Compensation Consultants

    Compensation Consultants The Compensation Committee directly engaged both Compensia Inc. and Semler Brossy Consulting Group LLC as independent compensation consultants in 2023. The consulting firms provide input, analysis, and guidance on Alphabet and Google’s executive compensation, peer groups, compensation design, equity usage and allocation, risk assessment, and human capital management. Both firms report directly to the Compensation Committee rather than to management, and the firms provided no services to Alphabet other than those in support of the Compensation Committee. The Compensation Committee has evaluated the independence of both consultants and concluded that their work does not raise any conflicts of interest.

  37. Environmental, Social, and Governance Bonus

    Environmental, Social, and Governance Bonus In 2022, the Compensation Committee approved an annual environmental, social, and governance bonus for members of Alphabet’s senior executive team, including our named executive officers Ruth, Prabhakar, Philipp, and Kent. The discretionary bonus provides individual participants with a maximum $2.0 million annual cash bonus opportunity, based on contributions to the company’s performance against our environmental and social goals. The bonus includes an environmental and a social component, each with a maximum potential payout of $1.0 million. The Compensation Committee is responsible for determining payout of this bonus for each participant, taking into consideration the CEO’s review of company-wide performance and individual contributions made by each participant. For 2023 performance, the Compensation Committee considered our progress and key accomplishments against environmental and social goals. For the environmental component, the Compensation Committee considered our technical leadership in addressing environmental topics and operating sustainably, as well as our programs to provide additional information and insights for both consumers and enterprise customers. For the social component, the Compensation Committee considered our progress on multiple initiatives, including the steps taken to design and build products for a global audience. For more detailed information and metrics on how we are making progress across a wide range of goals, please see our reports from 2023 at https://about.google/commitments/reports/, including our environmental, diversity, supply chain, and economic impact reports. The Compensation Committee then considered Ruth, Prabhakar, Philipp, and Kent’s individual and collective accomplishments and contributions toward these goals. In this assessment, the Compensation Committee decided to align the amounts of the 2023 bonus payouts for all four individuals in recognition of the central and complementary role that each participant has played, both as individuals and as a group, in advancing our initiatives in these areas. The cash value of each individual’s 2023 bonus is $1.5 million.

  38. Equity Awards

    Equity Awards We grant equity awards to our named executive officers to reinforce management’s focus on long-term stockholder value and commitment to the company. The Compensation Committee regularly evaluates the structure of these equity awards to ensure the right balance of time- and performance-based equity that supports the objectives of our compensation philosophy, aligns with our business priorities, and considers the perspectives of our stockholders. The Compensation Committee utilizes a combination of GSUs and performance stock units (PSUs) to reward our named executive officers. To determine individual grant values and the proportion of GSUs and PSUs, the Compensation Committee considers the following elements:

  39. Equity Awards

    | • | Market compensation values and practices for performance-based equity awards, including peers and S&P 100 companies. | | • | Alphabet’s overall business performance, and the scope of role, impact, and performance of each recipient. | | • | Each recipient’s outstanding and unvested equity awards, and the vesting schedules of those awards. | | • | The resulting compensation at target and maximum performance values for each recipient. |

  40. Equity Awards

    Beginning in 2022, the Compensation Committee has granted a combination of GSUs and PSUs to our named executive officers, Ruth, Prabhakar, Philipp, and Kent, as part of our annual equity award structure for non-CEO named executive officers. This annual equity award structure was the conclusion of a multi-year transition from the previous compensation structure of biennial GSU awards that vested over a four-year period to our current structure of annual awards divided into GSUs and PSUs that each vest over a three-year period.

  41. Equity Awards

    | Proxy Statement Summary & Highlights | Corporate Governance | Director and Executive Compensation | Audit Matters | Proposals | Q&A |

  42. Equity Awards

    The GSU awards vest quarterly over three years in equal installments. The PSU awards will vest, if at all, based on Alphabet’s total shareholder return (TSR) performance relative to the companies comprising the S&P 100 over the applicable performance period, subject to continued employment on the vesting date. The number of PSUs vesting will be determined after the end of the performance period based on the established payout curve. Depending upon performance, the number of PSUs that vest will range from 0%-200% of the target number of PSUs. Upon vesting, each PSU and GSU will entitle the recipient to receive one share of Class C capital stock. Based on the aforementioned criteria, in 2023, the Compensation Committee determined to grant the following equity awards for each of our named executive officers. See the following sections and the “Grants of Plan-Based Awards in 2023” table on page 54 for further details on the awards’ performance criteria and vesting.

  43. Equity Awards

    | | | | | | Aggregate | | | | Number of | Target GSU | | Target PSU | Target | | | | GSUs | Award Value | Number of | Award Value | Award | Grant | | Named Executive | Granted(1) | ($) | PSUs Granted(1) | ($) | Value ($) | Cadence | | Sundar Pichai | — | — | — | — | — | — | | Ruth M. Porat | 169,253 | 18,000,000 | 47,015 | 5,000,000 | 23,000,000 | Annual | | Prabhakar Raghavan | 216,268 | 23,000,000 | 112,835 | 12,000,000 | 35,000,000 | Annual | | Philipp Schindler | 216,268 | 23,000,000 | 112,835 | 12,000,000 | 35,000,000 | Annual | | Kent Walker | 169,253 | 18,000,000 | 47,015 | 5,000,000 | 23,000,000 | Annual |

  44. Equity Awards

    | (1) The exact number of GSUs and PSUs comprising the equity awards was calculated by dividing the target dollar value of the award by the average closing price of Class C capital stock during the month of April 2023 ($106.35), rounded up to the nearest whole share. |

  45. 2023 Equity Awards for Ruth, Prabhakar, Philipp, and Kent

    2023 Equity Awards for Ruth, Prabhakar, Philipp, and Kent In May 2023, the Compensation Committee granted a combination of GSUs and PSUs to Ruth, Prabhakar, Philipp, and Kent as part of our annual equity award structure. 1/6th of the GSU awards vested on June 25, 2023, and an additional 1/12th vests quarterly thereafter. The PSU awards will vest, if at all, on December 31, 2025, based on Alphabet’s TSR performance relative to the companies comprising the S&P 100 over a 2023-2025 performance period, subject to continued employment on the vesting date. The payout structure and time period of these PSUs mirror the structure of prior PSUs granted to Ruth, Prabhakar, Philipp, and Kent. The number of PSUs vesting will be determined after the end of the performance period based on the payout curve illustrated below. Depending upon performance, the number of PSUs that vest will range from 0%-200% of target. Upon vesting, each PSU and GSU will entitle the recipient to receive one share of Alphabet’s Class C capital stock.

  46. 2023 Equity Awards for Ruth, Prabhakar, Philipp, and Kent

    | (1) The number of PSUs vesting will be determined by linear interpolation for relative TSR ranks between the 25th and 50th percentile and between the 50th and 75th percentile. |

  47. 2023 Equity Awards for Ruth, Prabhakar, Philipp, and Kent

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  48. 2021 PSU Awards Vest for Ruth, Prabhakar, Philipp, and Kent

    2021 PSU Awards Vest for Ruth, Prabhakar, Philipp, and Kent The 2021-2023 performance period for the PSUs awarded to Ruth, Prabhakar, Philipp, and Kent in April 2021 ended on December 31, 2023. The 2021 PSU awards provided that if the TSR performance of Alphabet relative to companies comprising the S&P 100 is above the 75th percentile for a three-year performance period ending December 31, 2023, the maximum number of PSUs vest in full. Alphabet’s TSR for the three-year performance period was 60.19%, which ranked Alphabet’s TSR at the 79.80th percentile. On February 7, 2024, Ruth, Prabhakar, Philipp, and Kent earned 200% of their respective target PSU awards (totaling 97,120 shares for Ruth, 194,200 shares for Prabhakar, 194,200 shares for Philipp, and 97,120 shares for Kent) upon certification by the Compensation Committee based on the satisfaction of performance criteria underlying the award.

  49. Risk Considerations

    Risk Considerations The Compensation Committee reviews our compensation programs continuously throughout the year to assess and mitigate against material risks. In addition, in January 2024, the Compensation Committee reviewed a comprehensive annual evaluation conducted by Alphabet management of all our 2023 compensation programs and concluded that these programs do not create risks that are reasonably likely to have a material adverse effect on the company. The Compensation Committee believes that the design of our annual and long-term incentives focuses performance on long-term value creation and discourages short-term risk taking at the expense of long-term results. A substantial portion of employees’ compensation is delivered in the form of equity awards, further aligning their interests with those of stockholders. The Compensation Committee believes that the following risk oversight and compensation design features safeguard against excessive risk-taking:

  50. Risk Considerations

    | • | Our Board as a whole has responsibility for risk oversight and regularly reviews reports on the deliberations of its committees. In addition, our Board reviews the strategic, financial, and execution risks and exposures associated with the financial, operational, and capital decisions that serve as inputs to our compensation programs. | | • | Through discussions with management, the Compensation Committee gains insight into a reasonable range of future company performance expectations. This information is incorporated into decisions regarding the compensation of our named executive officers. | | • | The majority of compensation provided to our named executive officers is delivered through equity awards, with payout based on long-term company performance. Our GSU awards vest over a long-term period, and our PSU awards are earned based on company performance. As the compensation of our named executive officers is tied to long-term performance, their interests are closely aligned with our stockholders’ interests and they are motivated to carefully assess risks to the company to protect their compensation. |

  51. Risk Considerations

    | • | Given that equity compensation comprises a high percentage of our named executive officers’ overall pay: |

  52. Risk Considerations

    | ► | Our equity awards are subject to vesting conditions and performance goals that promote focus on long-term interests rather than only short-term results and create compelling incentives for executive retention. | | ► | Our named executive officers are subject to, and are in compliance with, Alphabet’s minimum stock ownership requirements (detailed in the Minimum Stock Ownership Requirements section below). This ensures that each named executive officer will hold a certain amount of our equity to further align his or her interests with those of our stockholders over the long term. | | ► | We prohibit all speculative, short-sale, short-term, and hedging transactions involving our securities. As a result, our named executive officers cannot insulate themselves from the effects of poor stock performance. | | ► | We have internal controls over financial reporting, the measurement and calculation of performance relative to goals, and other financial, operational, and compliance policies and practices designed to protect our compensation programs from manipulation by any employee. |

  53. Timing of Equity Award Grants

    Timing of Equity Award Grants The effective grant date for equity awards to employees, members of our Board, and non-employee advisors is typically the first non-holiday Wednesday of the month following the date on which the equity award is approved by the Compensation Committee, unless otherwise specified by our Board or the Compensation Committee. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates.

  54. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information regarding the compensation paid to, or earned or received by, our named executive officers for the fiscal years ended December 31, 2023, 2022, and 2021.

  55. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Sundar Pichai Chief Executive Officer, Alphabet and Google, and Director | 2023 | 2,000,000 | — | — | 6,802,824(7) | 8,802,824 | | | 2022 | 2,000,000 | 218,037,684 | — | 5,947,461 | 225,985,145 | | | 2021 | 2,000,000 | — | — | 4,322,599 | 6,322,599 | | Ruth M. Porat President and Chief Investment Officer; Chief Financial Officer, Alphabet and Google | 2023 | 1,000,000 | 24,831,430(5) | 1,500,000 | 15,700 | 27,347,130 | | | 2022 | 1,000,000 | 22,663,723 | 775,000 | 15,046 | 24,453,769 | | | 2021 | 650,000 | 13,995,065 | — | 17,411 | 14,662,476 | | Prabhakar Raghavan Senior Vice President, Knowledge and Information, Google | 2023 | 1,000,000 | 39,438,939(6) | 1,500,000 | 11,737 | 41,950,676 | | | 2022 | 1,000,000 | 35,295,496 | 775,000 | 10,329 | 37,080,824 | | | 2021 | 650,000 | 27,984,366 | — | 13,643 | 28,648,009 | | Philipp Schindler Senior Vice President, Chief Business Officer, Google | 2023 | 1,000,000 | 39,438,939(6) | 1,500,000 | 14,032 | 41,952,971 | | | 2022 | 1,000,000 | 35,295,496 | 775,000 | 22,200(8) | 37,092,695 | | | 2021 | 650,000 | 27,984,366 | — | 35,545(8) | 28,669,911 | | Kent Walker President, Global Affairs, Chief Legal Officer, and Secretary, Alphabet and Google | 2023 | 1,000,000 | 24,831,430(5) | 1,500,000 | 11,737 | 27,343,167 | | | 2022 | 1,000,000 | 22,663,723 | 775,000 | 12,541 | 24,451,264 | | | 2021 | 650,000 | 13,995,065 | — | 12,697 | 14,657,762 |

  56. 2023 Summary Compensation Table

    | (1) Salaries reflect each named executive officer’s stated annual salary for the relevant fiscal year. Salaries include amounts deferred pursuant to Section 401(k) of the Internal Revenue Code. | | (2) Amounts reflect the aggregate grant date fair value of GSUs and PSUs computed in accordance with FASB ASC Topic 718 and are not necessarily an indication of the value that will be realized if and when vesting occurs. The grant date fair value of each GSU award is measured based on the closing price of Class C capital stock on the date of grant. The grant date fair value of each PSU award is measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718 and SEC Staff Accounting Bulletin Topic 14). The Monte Carlo simulation model for the PSUs assumes that the stock prices of Alphabet and the peer firms follow a correlated geometric Brownian motion. Under this model, the daily stock prices for Alphabet and peer firms were simulated over the remaining performance period using volatilities and correlations calculated from daily stock returns over a lookback term from the grant date. The valuation was done under a risk-neutral framework using the term-matched zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve on the grant date. | | (3) As described under the “Environmental, Social, and Governance Bonus” section, these amounts reflect bonus awards paid out on March 22, 2024 for performance in 2023. | | (4) Generally consists of our 401(k) plan or Roth plan company match of up to $11,250, personal use of company aircraft, and personal use of a company car, unless otherwise noted. The aggregate incremental cost of personal use of the company aircraft is calculated based on a cost-per-flight-hour charge developed by a nationally recognized and independent service. The charge reflects the direct operating cost of the aircraft, including fuel, additives and lubricants, an allocable allowance for airframe, engine and APU maintenance and restoration, crew travel expenses, on-board catering, and trip-related landing/hangar/ramp fees and parking costs. This charge does not include any fixed costs that do not change based on usage, such as pilots’ and other employees’ salaries, home hangar expenses, and general taxes and insurance. | | (5) The grant date fair value of the GSU award, $17,961,128, is measured based on the closing price of Class C capital stock on the date of grant. The grant date fair value of the PSU award, $6,870,302, is measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant. Assuming the maximum achievement of the TSR performance goals, the aggregate market value of the PSUs on the date of grant would be $9,978,464. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2023” table for details on the GSUs and PSUs awarded. | | (6) The grant date fair value of the GSU award, $22,950,360, is measured based on the closing price of Class C capital stock on the date of grant. The grant date fair value of the PSU award, $16,488,579, is measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant. Assuming the maximum achievement of the TSR performance goals, the aggregate market value of the PSUs on the date of grant would be $23,948,100. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2023” table for details on the GSUs and PSUs awarded. | | (7) Includes $6,775,631 for personal security. | | (8) These values have been updated to reflect additional amounts in respect of tax preparation services ($7,928 in 2021 and $11,386 in 2022) that were inadvertently omitted from the Summary Compensation Table in the company’s fiscal year 2021 and 2022 proxy statements. |

  57. 2023 Summary Compensation Table

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  58. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table provides information regarding the equity awards granted in 2023 to our named executive officers.

  59. Grants of Plan-Based Awards in 2023

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Equity Grants | | | Name | Grant Date | Date of Approval of Equity Awards by Committee | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Ruth M. Porat | N/A | N/A | — | 2,000,000 | 2,000,000 | | | | | | | Ruth M. Porat | 5/3/2023 | 4/18/2023 | | | | — | — | — | 169,253(4) | 17,961,128 | | Ruth M. Porat | 5/3/2023 | 4/18/2023 | | | | 23,508 | 47,015(4) | 94,030 | — | 6,870,302 | | Prabhakar Raghavan | N/A | N/A | — | 2,000,000 | 2,000,000 | | | | | | | Prabhakar Raghavan | 5/3/2023 | 4/18/2023 | | | | — | — | — | 216,268(4) | 22,950,360 | | Prabhakar Raghavan | 5/3/2023 | 4/18/2023 | | | | 56,418 | 112,835(4) | 225,670 | — | 16,488,579 | | Philipp Schindler | N/A | N/A | — | 2,000,000 | 2,000,000 | | | | | | | Philipp Schindler | 5/3/2023 | 4/18/2023 | | | | — | — | — | 216,268(4) | 22,950,360 | | Philipp Schindler | 5/3/2023 | 4/18/2023 | | | | 56,418 | 112,835(4) | 225,670 | — | 16,488,579 | | Kent Walker | N/A | N/A | — | 2,000,000 | 2,000,000 | | | | | | | Kent Walker | 5/3/2023 | 4/18/2023 | | | | — | — | — | 169,253(4) | 17,961,128 | | Kent Walker | 5/3/2023 | 4/18/2023 | | | | 23,508 | 47,015(4) | 94,030 | — | 6,870,302 |

  60. Grants of Plan-Based Awards in 2023

    | (1) The company’s non-equity incentive plan award is the environmental, social, and governance bonus opportunity, which consists of a target and maximum of $2.0 million and no threshold value. See “Environmental, Social, and Governance Bonus” under Section 3 of the CD&A for details on the bonus opportunity. | | (2) If performance results in a fractional number of shares, the resulting number of shares is rounded up to the nearest whole share. | | (3) GSUs and PSUs are shown at their aggregate grant date fair value in accordance with FASB ASC Topic 718. The fair value of GSUs is measured based on the closing price of Class C capital stock on the date of grant, and the fair value of PSUs is measured using a Monte Carlo simulation model, as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718 and SEC Staff Accounting Bulletin Topic 14). The Monte Carlo simulation model for the PSUs assumes that the stock prices of Alphabet and the peer firms follow a correlated geometric Brownian motion. Under this model, the daily stock prices for Alphabet and peer firms were simulated over the remaining performance period using volatilities and correlations calculated from daily stock returns over a lookback term from the grant date. The valuation was done under a risk-neutral framework using the term-matched zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve on the grant date. See “Equity Awards” under Section 3 of the CD&A for details on the GSUs and PSUs awarded. | | (4) The exact number of GSUs and PSUs comprising the equity award was calculated by dividing the target GSU and PSU grant values by the average closing price of Class C capital stock during the month of April 2023 ($106.35), rounded up to the nearest whole share number. |

  61. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information on the holdings of unvested GSUs and PSUs by our named executive officers as of December 31, 2023. There are no longer any stock options outstanding for any of our named executive officers.

  62. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Number of Unearned Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Unearned Shares or Units of Stock That Have Not Vested(1) ($) | | Sundar Pichai | 12/19/2022(3) | 595,049 | 83,860,256 | — | — | | | 12/19/2022(4) | — | — | 1,338,859 | 188,685,399 | | Ruth M. Porat | 5/3/2023(5) | 112,836 | 15,901,977 | — | — | | | 5/3/2023(6) | — | — | 47,015 | 6,625,824 | | | 1/5/2022(7) | 41,200 | 5,806,316 | — | — | | | 1/5/2022(8) | — | — | 34,340 | 4,839,536 | | | 4/7/2021(9) | — | — | 97,120 | 13,687,122 | | Prabhakar Raghavan | 5/3/2023(5) | 144,179 | 20,319,146 | — | — | | | 5/3/2023(10) | — | — | 112,835 | 15,901,837 | | | 1/5/2022(7) | 52,640 | 7,418,555 | — | — | | | 1/5/2022(11) | — | — | 82,400 | 11,612,632 | | | 4/7/2021(12) | — | — | 194,200 | 27,368,606 | | Philipp Schindler | 5/3/2023(5) | 144,179 | 20,319,146 | — | — | | | 5/3/2023(10) | — | — | 112,835 | 15,901,837 | | | 1/5/2022(7) | 52,640 | 7,418,555 | — | — | | | 1/5/2022(11) | — | — | 82,400 | 11,612,632 | | | 4/7/2021(12) | — | — | 194,200 | 27,368,606 | | Kent Walker | 5/3/2023(5) | 112,836 | 15,901,977 | — | — | | | 5/3/2023(6) | — | — | 47,015 | 6,625,824 | | | 1/5/2022(7) | 41,200 | 5,806,316 | — | — | | | 1/5/2022(8) | — | — | 34,340 | 4,839,536 | | | 4/7/2021(9) | — | — | 97,120 | 13,687,122 |

  63. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) The market value of unvested GSUs and PSUs is calculated by multiplying the number of unvested GSUs and PSUs held by the named executive officer by the closing price of Class C capital stock on December 29, 2023, which was $140.93 per share. | | (2) The number of PSUs included in the table assumes achievement of market-based goals at the target level, except for the 2021 PSUs awarded to Ruth, Prabhakar, Philipp, and Kent, which are shown at a payout of 200% payout based on actual performance for the performance period that ended December 31, 2023. | | (3) This award vests as follows: 1/12th of GSUs vested on March 25, 2023 and an additional 1/12th vests quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates. | | (4) This award vests as follows: any PSUs vesting per the applicable grant agreement with respect to the January 1, 2023 to December 31, 2024 performance period (Target = 669,429 shares, but between 0 and 1,338,858 shares may vest in accordance with the performance requirements in the applicable grant agreement) shall vest within 45 days after December 31, 2024 (2022 Tranche A); and any PSUs vesting per the applicable grant agreement with respect to the January 1, 2023 to December 31, 2025 performance period (Target = 669,430 shares, but between 0 and 1,338,860 shares may vest in accordance with the performance requirements in the applicable grant agreement) shall vest within 45 days after December 31, 2025 (2022 Tranche B). | | (5) This award vests as follows: 1/6th of GSUs vested on June 25, 2023 and an additional 1/12th vests quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates. | | (6) This award vests as follows: the number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2023 to December 31, 2025 performance period, the target is 47,015 shares, but between 0 and 94,030 shares may vest in accordance with the performance requirements in the applicable grant agreement. |

  64. Outstanding Equity Awards at 2023 Fiscal Year-End

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  65. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) This award vests as follows: 1/12th of GSUs vested on March 25, 2022 and an additional 1/12th vests quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates. | | (8) This award vests as follows: the number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2022 to December 31, 2024 performance period, the target is 34,340 shares, but between 0 and 68,680 shares may vest in accordance with the performance requirements in the applicable grant agreement. | | (9) This award vests as follows: the number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2021 to December 31, 2023 performance period, the Compensation Committee determined on February 7, 2024 that based on the company’s performance, Ruth and Kent earned 200% of the target number of PSUs (97,120 shares). | | (10) This award vests as follows: the number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2023 to December 31, 2025 performance period, the target is 112,835 shares, but between 0 and 225,670 shares may vest in accordance with the performance requirements in the applicable grant agreement. | | (11) This award vests as follows: the number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2022 to December 31, 2024 performance period, the target is 82,400 shares, but between 0 and 164,800 shares may vest in accordance with the performance requirements in the applicable grant agreement. | | (12) This award vests as follows: the number of PSUs earned per the applicable grant will be determined by the Compensation Committee based on the company’s achievement of performance goals set forth in the grant agreement and shall vest within 45 days after the performance period ends. With respect to the January 1, 2021 to December 31, 2023 performance period, the Compensation Committee determined on February 7, 2024 that based on the company’s performance, Prabhakar and Philipp earned 200% of the target number of PSUs (194,200 shares). |

  66. Stock Vested in Fiscal 2023

    Stock Vested in Fiscal 2023 The following table provides information for the named executive officers regarding GSUs that vested during the year ended December 31, 2023, before payment of any applicable withholding tax.

  67. Stock Vested in Fiscal 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Sundar Pichai | 1,627,784 | 155,424,727 | | Ruth M. Porat | 283,997 | 35,955,437 | | Prabhakar Raghavan | 327,309 | 41,469,196 | | Philipp Schindler | 367,829 | 46,564,808 | | Kent Walker | 283,997 | 35,955,437 |

  68. Stock Vested in Fiscal 2023

    | (1) The value realized on vesting is calculated as the product of (a) the number of shares of Class C capital stock underlying the GSUs that vested and (b) the closing price of Class C capital stock on the day before vesting. |

  69. Stock Vested in Fiscal 2023

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  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have no agreements with our named executive officers that provide for additional or accelerated compensation upon termination of the named executive officer’s employment or a change in control of Alphabet, except as set forth below. In the event of a change in control of Alphabet and, unless our Board or the Compensation Committee determines otherwise, if the successor corporation does not assume or substitute the equity awards held by our employees, including our named executive officers, unvested GSUs will fully vest and the target number of PSUs awarded to each of our named executive officers will fully vest. Effective December 17, 2019, the Compensation Committee approved an amendment to Alphabet’s form of restricted stock unit agreement for future grants, such that, similar to GSUs granted to all other Alphabet employees, GSUs granted to our non-employee directors and named executive officers of Alphabet will immediately vest in full upon termination of service on the Board, or of employment, by reason of death. In respect to PSUs awarded to our named executive officers:

  71. Potential Payments Upon Termination or Change in Control

    | • | Upon a termination of employment by reason of death (i) prior to the start of the performance period of a PSU award or during the performance period of a PSU award, the target number of PSUs for such award will immediately vest in full as of the date of such termination of employment and (ii) following the end of the performance period of an award but prior to the determination date with respect to such award, the number of PSUs earned based on actual performance will immediately vest as of the determination date. | | • | Upon a termination of employment by Alphabet without cause (as defined in the PSU agreement) prior to the determination date for an award but after the start of the performance period with respect to such award, the number of PSUs earned based on actual performance will be prorated based on the number of calendar days in the performance period a named executive officer performed services and the pro rata portion will vest as of the determination date. |

  72. Potential Payments Upon Termination or Change in Control

    The following are our estimates of the value each of our named executive officers would have received as the result of GSU and/or PSU vesting, as applicable, following a change in control, death, or termination without cause (as defined in the PSU agreement) occurring on December 31, 2023. Upon a change in control or upon death, the estimated benefits of equity acceleration are as follows: $272,545,654 for Sundar, $40,017,214 for Ruth, $68,936,473 for Prabhakar, $68,936,473 for Philipp, and $40,017,214 for Kent. These estimates were calculated by multiplying the number of unvested GSUs and the target number of PSUs by the closing price of Class C capital stock on December 29, 2023 (the last business day of Alphabet’s fiscal 2023), which was $140.93 per share. Upon termination without cause, the estimated benefit of equity acceleration is $157,051,410 for Sundar. The estimated vested equity value reflects prorated achievement of market-based goals at the maximum level for the PSU awards granted in 2022. As of December 31, 2023, one-half of the performance period for Sundar’s 2022 Tranche A PSU had been completed, and one-third of the performance period for Sundar’s 2022 Tranche B PSU had been completed. The estimated vested equity value was calculated by multiplying one-half of the maximum number of PSUs for Sundar’s Tranche A PSU, and one-third of the maximum number of PSUs for Sundar’s 2022 Tranche B PSU by the closing price of Class C capital stock on December 29, 2023, which was $140.93 per share. Upon termination without cause, the estimated benefit of equity acceleration is $24,982,232 for Ruth, $54,299,556 for Prabhakar, $54,299,556 for Philipp, and $24,982,232 for Kent. The estimated vested equity value reflects the actual value for the PSU awards granted in 2021 and prorated achievement of market-based goals at the maximum level for the PSU awards granted in 2022 and 2023. As of December 31, 2023, 100% of the performance period for the 2021 PSU awards (January 2021 to December 2023) had been completed, and the awards vested on February 7, 2024. As such, upon termination without cause, the estimated accelerated equity value for 2021 PSUs was calculated by multiplying 200% of the target PSU awards by the closing price of Class C capital stock on February 6, 2024 (the business day immediately prior to vesting), which was $145.41 per share. Additionally, as of December 31, 2023, two-thirds of the performance period for the 2022 PSU awards (January 2022 to December 2023) had been completed, and one-third of the performance period for the 2023 PSU awards (January 2023 to December 2023) had been completed. The estimated accelerated equity value for these awards was calculated by multiplying two-thirds of the maximum number of PSUs for the 2022 award, and one-third of the maximum number of PSUs for the 2023 PSU award by the closing price of Class C capital stock on December 29, 2023, which was $140.93 per share. The summed estimated value of the 2021 PSU awards, 2022 PSU awards, and 2023 PSU awards equals the total estimated benefit of equity acceleration set forth above for Ruth, Prabhakar, Philipp, and Kent.

  73. Potential Payments Upon Termination or Change in Control

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  74. Alphabet CEO Pay Ratio

    Alphabet CEO Pay Ratio The 2023 annual total compensation of our median compensated employee was $315,531, and the 2023 annual total compensation of our CEO was $8,802,824. The resulting ratio of Chief Executive Officer to Median Employee total compensation is 28 to 1. (In 2023, to accommodate our transition onto a new compensation timeline, we applied a one-time adjustment to annual equity awards for employees, which resulted in higher grant values than normal. Normalizing for this adjustment, the 2023 median employee compensation would be $304,930, resulting in a CEO Pay Ratio of 29 to 1.) The Chief Executive Officer total compensation reflects Sundar’s 2023 total compensation as shown in the Summary Compensation Table on page 53. To determine the median employee compensation, we analyzed all of Alphabet’s employees, excluding Alphabet’s Chief Executive Officer, as of December 31, 2023. We annualized wages and salaries for employees who were not employed for the full year. We used base salary and target bonus as the consistently applied compensation measure to determine the median employee. If this resulted in more than one individual at the median level, we assessed the grant date fair value of standard equity awards for these individuals and selected the employee with the median award value. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual total compensation of our named executive officers in the Summary Compensation Table on page 53.

  75. Alphabet Pay vs. Performance

    Alphabet Pay vs. Performance

  76. Compensation Actually Paid

    Compensation Actually Paid As outlined in the CD&A, the Compensation Committee has implemented an executive compensation program that prioritizes performance and aims to align employee and stockholder interests. The following table sets forth additional compensation information for our principal executive officer (PEO) and our non-PEO named executive officers (Non-PEO NEOs), calculated in accordance with Item 402(v) of Regulation S-K, for fiscal years 2023, 2022, 2021, and 2020. Compensation Actually Paid (CAP) captures, in part, the change in value of unvested shares within each reporting year. Given the vast majority of compensation for our PEO and Non-PEO NEOs is awarded in equity, their CAP values trend in line with Alphabet’s stock price. This is especially true for our PEO, who last received a multi-year equity award package in December 2022. The majority of the shares underlying this award remained unvested as of December 31, 2023. Our PEO did not receive an equity award in 2023, but the considerable stock price increase in 2023, and the corresponding increase in the value of our PEO’s unvested shares granted in December 2022, results in a higher CAP value than in 2022. For our Non-PEO NEOs, there is a similar increase to CAP in 2023 due to a corresponding increase in the value of shares that remain unvested as of December 31, 2023.

  77. Compensation Actually Paid

    | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year | Summary Compensation Table (SCT) Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average SCT Total for Non- PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Alphabet TSR ($)(2) | Peer Group TSR ($)(2) | Net Income (In Millions) ($) | 1-Year TSR Relative to S&P 100(3) | | 2023 | 8,802,824 | 235,105,454 | 34,648,486 | 80,022,929 | 210.81 | 118.93 | 66,732 | 87th | | 2022 | 225,985,145 | 115,820,786 | 30,766,792 | (15,249,938) | 132.73 | 81.50 | 59,972 | 14th | | 2021 | 6,322,599 | 267,277,583 | 21,657,558 | 72,131,743 | 216.42 | 134.41 | 76,033 | 94th | | 2020 | 7,410,162 | 121,360,289 | 55,846,864 | 76,136,650 | 131.03 | 137.32 | 40,269 | 72nd |

  78. Compensation Actually Paid

    | (1) The Non-PEO NEOs represent the following individuals for each of the years shown: Ruth, Prabhakar, Philipp, and Kent. |

  79. Compensation Actually Paid

    | (2) Alphabet TSR reflects TSR for Alphabet’s Class C shares (ticker: GOOG). Peer Group TSR is calculated based on the RDG Internet Composite index, which is used for purposes of Item 201(e) of Regulation S-K under the Exchange Act. The calculation is weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. |

  80. Compensation Actually Paid

    | (3) 1-Year Relative TSR is calculated as a percentile ranking, and reflects TSR for Alphabet’s Class C shares (ticker: GOOG) for each period as a percentile ranking when compared to the TSR for the S&P 100 index (which is the peer group used for purposes of the performance-based awards outlined in the CD&A). |

  81. Compensation Actually Paid

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  82. Compensation Actually Paid

    To calculate CAP for 2023, the following amounts were deducted from and added to Summary Compensation Table (SCT) total compensation:

  83. Compensation Actually Paid

    | | PEO ($) | Average for Non-PEO NEOs ($) | | SCT Total | 8,802,824 | 34,648,486 | | Adjustments | | | | Deduction for Amounts Reported Under the “Stock Awards” Column in the SCT (i) | 0 | (32,135,185) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End (ii) | 0 | 36,856,971 | | Increase for Fair Value of Awards Granted during year that Vest during year (ii) | 0 | 8,353,052 | | Increase/deduction for Change in Fair Value from Prior Year-end to Current Year-end of Awards Granted Prior to year that were Outstanding and Unvested as of Year-end (ii) | 215,308,629 | 22,984,694 | | Increase/deduction for Change in Fair Value from Prior Year-end to Vesting Date of Awards Granted Prior to year that Vested during year (ii) | 10,994,001 | 9,314,911 | | Compensation Actually Paid | 235,105,454 | 80,022,929 |

  84. Compensation Actually Paid

    | (i) Represents the grant date fair value of equity-based awards granted each year. | | (ii) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP. For all equity awards, our methodology for calculating the value of equity remained consistent between the grant date fair value measurement reflected in row (i) and the point-in-time fair value measurements reflected in the adjustment rows that follow. In all cases, we use the closing price on the applicable date as a basis for fair value. Fair values for each PSU award are measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718). |

  85. Compensation Actually Paid

    As outlined in our CD&A, the only financial performance measure we currently incorporate within our executive pay program is Alphabet’s TSR relative to the companies comprising the S&P 100. As such, and as outlined below, relative TSR is the sole and most important financial performance measure as it relates to CAP.

  86. Compensation Actually Paid

    | Most Important Performance Measures | | Relative Total Shareholder Return |

  87. Compensation Actually Paid

    Relative to 2022, the PEO’s 2023 CAP amount is aligned with increases to the company’s TSR, Net Income, and 1-Year TSR ranking relative to the S&P 100 (the Alphabet-selected measure in the CAP table above). Looking across the four-year period being reported, the highest PEO CAP was in 2021 when Alphabet TSR, Net Income, and 1-Year Relative TSR were at their highest. The reduced value of the PEO’s outstanding awards in 2022, caused by a decline in our share price, was offset by a new equity award granted in December 2022. For non-PEO NEOs, the 2023 CAP amount is aligned with increases to the aforementioned measures relative to 2022. Looking at prior reporting years, 2021 was a transition year during which non-PEO NEOs’ equity award mix was updated to include performance-based awards, thereby reducing the target-value of grants compared to 2020. This resulted in a decline in non-PEO CAP for 2021 relative to 2020, despite the increase in the company’s TSR, Net Income, and 1-Year TSR ranking relative to the S&P 100 for 2021 relative to 2020.

  88. Compensation Actually Paid

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  89. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors

  90. Stockholder Approval of Director Compensation”

    Stockholder Approval of Director Compensation” John Chevedden has advised us that he intends to submit the following proposal for consideration at our Annual Meeting.

  91. Proposal 3 — Bylaw Amendment: Stockholder Approval of Director Compensation

    Proposal 3 — Bylaw Amendment: Stockholder Approval of Director Compensation The Bylaws of Alphabet Inc. are amended as follows: Article III, Section 3.12 is deleted and replaced in its entirety as follows: The Board shall not have any authority to fix the compensation of directors. The compensation of directors the corporation pays shall be fixed at $1 in a fiscal year; provided, however, the corporation may pay, grant, or award compensation greater than $1 in a fiscal year if such compensation has been (1) disclosed to stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such compensation; (2) submitted to an approval vote of stockholders at an annual or special meeting of stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such disclosed compensation; and (3) approved by a majority of stockholder votes present in person or represented by proxies and entitled to vote cast in favor of the disclosed annual compensation at an annual or special meeting of stockholders in advance of the fiscal year in which the corporation will pay, grant, or award such compensation, which majority shall include only stockholder votes of stockholders that are not directors of the corporation.

  92. Director compensation is determined through a fair and collaborative process

    Director compensation is determined through a fair and collaborative process We have a director compensation program that is designed to attract and retain highly qualified directors, through compensation competitive to that offered by our peer companies. Our director compensation program takes into account a variety of factors, including the expertise, time, effort, and accountability required of active board membership in overseeing our complex, dynamic, and global business operations. To fulfill their legally mandated fiduciary duties (and as set forth in our Corporate Governance Guidelines), the fundamental responsibility of our directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the company and our stockholders. To ensure the integrity and fairness of our director compensation program, our Board and its committees adhere to strict governance processes that we believe are widely regarded as market best practices. The Governance Committee and Compensation Committee, both of which consist of only independent directors, jointly review and approve the director compensation program on an annual basis. In addition, the Compensation Committee reviews the director compensation program with and considers guidance from its independent compensation consultants. Both committees extensively review our director compensation program to ensure that it is aligned with our organizational strategies, competitive with market practices, and in line with evolving trends in compensation pay mix, based on the external analysis provided by the consultants. Our director compensation has a maximum limit and is designed to align director and stockholder interests, consistent with our stock ownership requirements Our stock-based awards for directors are included in our Amended and Restated 2012 Stock Plan and our Amended and Restated 2021 Stock Plan, both of which were previously approved by our stockholders. Under our Amended and Restated 2021 Stock Plan, the aggregate amount of stock-based and cash-based awards that may be granted to any non-employee director for any calendar year, solely with respect to his or her service as a member of our Board, is limited to $1.5 million. Further, to align directors’ interests with those of our stockholders, each non-employee director is required to own shares of Alphabet stock equal in value to at least $1.0 million. Each director has five years from the date he or she became a director to comply with this ownership requirement. All of our non-employee directors either met this minimum stock ownership requirement as of December 31, 2023 or were within the grace period to come into compliance with the requirement.

  93. Director compensation is determined through a fair and collaborative process

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  94. Director compensation is determined through a fair and collaborative process

    Other than this proposal, we have not received any comments from our stockholders expressing concerns about our director compensation program. We believe our current director compensation program, as well as our governance practices, processes, and policies relating to our director compensation program, are in line with our stockholders’ expectations. For these reasons, our Board believes that the existing delegation of authority over director compensation in the Bylaws is in the best interests of the company and our stockholders, and that implementing this proposal would not provide meaningful additional benefit.