DEF 14A of Alphabet Inc., Apr 25, 2025

DEF 14A of Alphabet Inc.

Filed Apr 25, 2025 · FY20240001308179-25-000511

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | 10 | Nominees | 70% | Independent |

  3. Our Director Nominees

    | | Technology & Innovation | | Global Business | | 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 | | | | Finance | | Nonprofit Board | | 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 | | | | 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 8, 2025.

  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 | 52 | 1998 | | | | | | 0 | | Sergey Brin Co-Founder | 51 | 1998 | | | | | | 0 | | Sundar Pichai Chief Executive Officer, Alphabet and Google | 52 | 2017 | | | | | | 0 | | John L. Hennessy (Chair) Former President of Stanford University | 72 | 2004 | | | | | | 0 | | Frances H. Arnold Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at California Institute of Technology | 68 | 2019 | | | | | | 1 | | R. Martin “Marty” Chávez Partner and Vice Chairman of Sixth Street Partners | 61 | 2022 | | | | | | 0 | | L. John Doerr Chair of Kleiner Perkins | 73 | 1999 | | | | | | 1 | | Roger W. Ferguson Jr. Chief Investment Officer of Red Cell Partners | 73 | 2016 | | | | | | 2(2) | | K. Ram Shriram Managing Partner of Sherpalo Ventures | 68 | 1998 | | | | | | 1 | | Robin L. Washington President and Chief Operating and Financial Officer of Salesforce | 62 | 2019 | | | | | | 1 |

  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) This includes Roger’s directorship at International Flavors and Fragrances, Inc. (IFF). On December 19, 2024, IFF announced that Roger will not stand for re-election as a director and chair of its board of directors at the end of his current term and intends to resign from its board of directors, effective as of the date of IFF’s 2025 annual meeting of stockholders on May 1, 2025. |

  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 2024 Fiscal Year-End | 52 | | | Stock Vested in Fiscal 2024 | 53 | | | Potential Payments Upon Termination or Change in Control | 54 | | | Alphabet CEO Pay Ratio | 55 | | | Alphabet Pay vs. Performance | 55 | | | Equity Compensation Plan Information | 57 | | 3 Audit Matters | Independent Registered Public Accounting Firm | 58 | | | Principal Accountant Fees and Services | 58 | | | Auditor Independence | 58 | | | Pre-Approval Policies and Procedures | 58 | | | Report of the Audit and Compliance Committee of the Board of Directors | 59 | | 4 Management and Stockholder Proposals | Management Proposals | 60 | | | Proposal Number 1: Election of Directors | 60 | | | Proposal Number 2: Ratification of Appointment of Independent Registered Public Accounting Firm | 61 | | | Stockholder Proposals | 62 | | | Proposal Number 3: Stockholder Proposal Regarding “Support for Shareholder Right to Act by Written Consent” | 65 | | | Proposal Number 4: Stockholder Proposal Regarding a Financial Performance Policy | 67 | | | Proposal Number 5: Stockholder Proposal Regarding a Report on Charitable Partnerships | 69 | | | Proposal Number 6: Stockholder Proposal Regarding a Request to Cease CEI Participation | 72 | | | Proposal Number 7: Stockholder Proposal Regarding an Enhanced Disclosure on Climate Goals | 74 | | | Proposal Number 8: Stockholder Proposal Regarding Equal Shareholder Voting | 76 | | | Proposal Number 9: Stockholder Proposal Regarding a Report on the Due Diligence Process to Assess Human Rights Risks in CAHRA | 79 | | | Proposal Number 10: Stockholder Proposal Regarding a Report on Risks of Discrimination in GenAI | 82 | | | Proposal Number 11: Stockholder Proposal Regarding a Report on AI Data Usage Oversight | 85 | | | Proposal Number 12: Stockholder Proposal Regarding a Human Rights Impact Assessment of AI-Driven Targeted Ad Policies | 88 | | | Proposal Number 13: Stockholder Proposal Regarding a Report on Alignment of Lobbying Activities with Child Safety Policies | 91 | | | Proposal Number 14: Stockholder Proposal Regarding a Report on Online Safety for Children | 94 | | 5 Questions and Answers About the Proxy Materials and the Annual Meeting | Questions and Answers About the Proxy Materials and the Annual Meeting | 97 | | | Proxy Materials | 97 | | | Voting Information | 98 | | | Participating in the Annual Meeting | 101 | | | Stockholder Proposals, Director Nominations, and Related Bylaw Provisions | 101 | | Information Concerning Alphabet’s Annual Meeting of Stockholders | | 103 |

  11. Directors and Executive Officers

    Directors and Executive Officers Our Board of Directors (our Board) is composed of highly experienced leaders who have shaped prominent global organizations and institutions. Our Board takes a thoughtful approach to its composition, balancing deep institutional knowledge with fresh external perspectives, and ensuring our directors possess a wide range of professional experiences, backgrounds, and viewpoints. This deliberate approach empowers our Board to provide effective strategic guidance and oversight of management to ensure accountability to our stockholders. Our directors bring extensive expertise as entrepreneurs, technologists, financial and operational experts, academics, scientists, investors, advisors, nonprofit board members, and government leaders — all directly relevant to our strategic and oversight priorities. Their collective experience, including senior leadership roles in major domestic and international companies, equips them with core management skills such as strategic planning, financial reporting, compliance, risk management, leadership development, and global operations. Many of our directors also have valuable experience from serving on other public company boards, contributing insights into corporate governance and industry best practices. The unique perspectives of directors with leadership experience in significant academic, research, and philanthropic institutions, along with entrepreneurial and technological expertise, further strengthen our Board’s ability to navigate our strategic and operational complexities.

  12. Directors

    Directors This section describes the business experience of our directors as of April 8, 2025.

  13. Directors

    | Larry Page Co-Founder Director since 1998 | Executive Committee (Chair) |

  14. Directors

    | Selected Membership: • The Carl Victor Page Memorial Foundation | Larry Page, 52, 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. |

  15. Directors

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

  16. Directors

    | Sergey Brin Co-Founder Director since 1998 | Executive Committee |

  17. Directors

    | Selected Membership: • The Sergey Brin Family Foundation | Sergey Brin, 51, 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. |

  18. Directors

    | Sundar Pichai Chief Executive Officer, Alphabet and Google Director since 2017 | Executive Committee |

  19. Directors

    | Selected Membership: • The Pichai Family Foundation | Sundar Pichai, 52, 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. |

  20. Directors

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

  21. Directors

    | John L. Hennessy Chair of the Board Independent Director since 2004 | Nominating and Corporate Governance Committee (Chair) |

  22. Directors

    | Selected Memberships: • Board of Trustees, Gordon and Betty Moore Foundation • Trustee, Queen Elizabeth Prize for Engineering Foundation | John L. Hennessy, 72, 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. |

  23. Directors

    | Frances H. Arnold Independent Director since 2019 | Nominating and Corporate Governance Committee |

  24. Directors

    | Other Public Company Directorship: • Illumina, Inc. Selected Memberships: • Advisory Council, Stanford Doerr School of Sustainability • Growth Technical Advisory Board, Applied Materials • Member, U.S. National Academies of Science, Medicine, and Engineering • Member, The American Academy of Arts and Sciences | Frances H. Arnold, 68, 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 former co-chair of the President’s Council of Advisors on Science and Technology. • Global business perspective from her service on other boards. |

  25. Directors

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

  26. Directors

    | R. Martin “Marty” Chávez Independent Director since 2022 | Audit and Compliance Committee |

  27. Directors

    | Selected Memberships: • Board of Fellows, Stanford University School of Medicine • Board of Directors, The Broad Institute of MIT Former Public Company Directorship in the Past Five Years: • Banco Santander, S.A. • Recursion Pharmaceuticals, Inc. | R. Martin “Marty” Chávez, 61, 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. |

  28. Directors

    | L. John Doerr Independent Director since 1999 | Leadership Development, Inclusion and Compensation Committee |

  29. Directors

    | Other Public Company Directorship: • DoorDash, Inc. Selected Memberships: • Board of Directors, Climate Imperative Foundation • Advisory Council, Stanford Doerr School of Sustainability Former Public Company Directorships in the Past Five Years: • Amyris, Inc. • Bloom Energy Corporation • Coursera, Inc. • Quantumscape Corporation | L. John Doerr, 73, has been the Chair of Kleiner Perkins, a venture capital firm, since March 2016. Before assuming the role of Chair, John served as General Partner of Kleiner Perkins 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. He is the author of Measure What Matters and Speed & Scale. 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. |

  30. Directors

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

  31. Directors

    | Roger W. Ferguson Jr. Independent Director since 2016 | Audit and Compliance Committee (Chair) |

  32. Directors

    | Other Public Company Directorships: • Corning Incorporated • International Flavors & Fragrances, Inc.(1) 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., 73, 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 has been 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. |

  33. Directors

    | (1) On December 19, 2024, IFF announced that Roger will not stand for re-election as a director and chairman of its board of directors at the end of his current term and intends to resign from its board of directors, effective as of the date of IFF’s 2025 annual meeting of stockholders on May 1, 2025. |

  34. Directors

    | K. Ram Shriram Independent Director since 1998 | Leadership Development, Inclusion and Compensation Committee |

  35. Directors

    | Other Public Company Directorship: • Yubico AB Selected Memberships: • Member, Council on Foreign Relations • Board of Trustees, Stanford Health Care • Charter Member, Indiaspora | K. Ram Shriram, 68, 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. |

  36. Directors

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

  37. Directors

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

  38. Directors

    | Other Public Company Directorship: • Salesforce, Inc. 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 Former Public Company Directorships in the Past Five Years: • Honeywell International, Inc. • Vertiv Holdings Co. | Robin L. Washington, 62, has been the President and Chief Operating and Financial Officer of Salesforce, Inc., a customer relationship management software company, since March 2025. From May 2008 to November 2019, Robin served as the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, 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 President and Chief Operating and Financial Officer of Salesforce, former Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., Hyperion Solutions Corporation, and former executive of PeopleSoft, Inc. • In-depth knowledge in the life sciences and the technology sectors. • Global business perspective from her service on other boards. |

  39. Directors

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

  40. Consideration of Director Nominees

    Consideration of Director Nominees

  41. Director Compensation

    Director Compensation

  42. Director Compensation for 2024

    Director Compensation for 2024 The following table summarizes compensation earned by our directors other than Sundar during 2024.

  43. Director Compensation for 2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Frances H. Arnold(2) | 75,000 | 370,681 | — | 445,681 | | Sergey Brin(3) | — | — | 1 | 1 | | R. Martin “Marty” Chávez(4) | 75,000 | 373,259 | — | 448,259 | | L. John Doerr(2) | 75,000 | 370,693 | — | 445,693 | | Roger W. Ferguson Jr.(2) | 89,812 | 370,693 | — | 460,505 | | John L. Hennessy(5) | 100,000 | 529,546 | — | 629,546 | | Larry Page(3) | — | — | 1 | 1 | | K. Ram Shriram(2) | 75,000 | 370,693 | — | 445,693 | | Robin L. Washington(2) | 75,000 | 370,693 | — | 445,693 |

  44. Director Compensation for 2024

    | (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 2024 calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (Compensation – Stock Compensation). They also reflect the incremental fair value of the modification of unvested awards granted in prior years to account for the issuance of dividend equivalent rights on all existing and future grants as declared by our Board when it approved the cash dividend program on April 25, 2024. The incremental fair value modification was $4,708 for Frances, $7,286 for Marty, $4,720 for John Doerr, Roger, Ram, and Robin, and $6,728 for John Hennessy. The grant date fair value of each GSU award is measured based on the closing price of Alphabet’s Class C capital stock on the date of grant. The grant date fair value of GSUs granted to the non-employee directors on July 3, 2024 (the GSU grant following the 2024 Annual Meeting of Stockholders) was $187.39 per share. | | (2) On December 31, 2024, there were 5,040 Class C GSUs outstanding for Frances, John Doerr, Roger, Ram, and Robin. | | (3) 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. | | (4) On December 31, 2024, there were 7,000 Class C GSUs outstanding for Marty. | | (5) On December 31, 2024, there were 7,181 Class C GSUs outstanding for John Hennessy. |

  45. Director Compensation for 2024

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

  46. 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 2023, we determined our peer group for 2024 compensation by evaluating potential comparator companies against the following criteria:

  47. Section 2 — Determining Competitive Levels of Pay

    Considering these criteria, in October 2023, the Compensation Committee selected the following peer companies for 2024 (which were the same peer companies the Compensation Committee used for 2023):

  48. Compensation Consultants

    Compensation Consultants The Compensation Committee directly engaged both Compensia Inc. and Semler Brossy as independent compensation consultants in 2024. 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.

  49. SVP Bonus

    SVP Bonus The discretionary bonus provides individual participants with a maximum $2.0 million annual cash bonus opportunity. The Compensation Committee is responsible for determining the 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 2024 performance, the Compensation Committee focused on our progress on sustainable operations and product launches, determining a maximum $2.0 million bonus was warranted. For more detailed information and metrics on how we are making progress across a wide range of goals, please see our reports from 2024 at https://about.google/company-info/reports/, including our environmental, supply chain, and economic impact reports. The Compensation Committee then considered Anat, 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 annualized amounts of the 2024 bonus payouts for all five 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. This resulted in a non-equity incentive plan value of $2.0 million each for Ruth, Prabhakar, Philipp, and Kent. The resulting non-equity incentive plan value is $850,000 for Anat, which is prorated at the maximum opportunity based on her start date of July 31, 2024. On February 28, 2025, the Compensation Committee discontinued the SVP Bonus program. Beginning in 2025, Anat, Ruth, Prabhakar, Philipp, and Kent will no longer be eligible for an annual bonus. For Anat, Ruth, Philipp, and Kent, the Compensation Committee shifted the $2.0 million individual target value of the annual SVP Bonus opportunity to the target value of their annual performance stock unit (PSU) awards. For more information on this shift in value please see the section titled 2025 Equity Awards in Section 4 - Compensation Details.

  50. 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 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:

  51. 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. |

  52. Equity Awards

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

  53. Equity Awards

    On April 16, 2024, the Compensation Committee approved the accrual of dividend equivalent units to current and future holders of all unvested stock units in connection with any regular cash dividend that may be declared by our Board from time to time (in 2024, such dividend declarations were approved and announced on April 25, July 23, and October 29). This resulted in a modification of unvested awards granted in prior years to account for the issuance of dividend equivalent rights, as reflected in the “2024 Summary Compensation” table and the “Grants of Plan-Based Awards in 2024” table. The “Outstanding Equity Awards at Fiscal Year-End 2024” table reflects dividend equivalents that are currently outstanding. Based on the aforementioned criteria, in 2024, 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 2024” table on page 51 for further details on the awards’ performance criteria and vesting.

  54. 2024 Equity Awards

    2024 Equity Awards In 2024, the Compensation Committee granted a combination of GSUs and PSUs to Anat, Ruth, Prabhakar, Philipp, and Kent. These awards as well as the annualized target total compensation are below:

  55. 2024 Equity Awards

    | Named Executive | Number of GSUs Granted(1) | Target GSU Award Value ($) | Number of PSUs Granted(1) | Target PSU Award Value ($) | Aggregate Target Award Value ($) | Grant Cadence | Annualized Target Total Compensation ($)(2) | | Anat Ashkenazi(3) | 198,136 | 36,100,000 | 27,443 | 5,000,000 | 41,100,000 | New Hire | 26,000,000 | | Ruth M. Porat | 113,401 | 18,000,000 | 31,501 | 5,000,000 | 23,000,000 | Annual | 26,000,000 | | Prabhakar Raghavan | 144,901 | 23,000,000 | 75,601 | 12,000,000 | 35,000,000 | Annual | 38,000,000 | | Philipp Schindler | 144,901 | 23,000,000 | 75,601 | 12,000,000 | 35,000,000 | Annual | 38,000,000 | | Kent Walker | 113,401 | 18,000,000 | 31,501 | 5,000,000 | 23,000,000 | Annual | 26,000,000 |

  56. 2024 Equity Awards

    | (1) The exact number of GSUs and PSUs comprising the equity awards for Ruth, Prabhakar, Philipp, and Kent was calculated by dividing the target dollar value of the award by the average closing price of Alphabet’s Class C capital stock during the month of April 2024 ($158.73), rounded up to the nearest whole share. The same methodology was applied for Anat using the average closing stock price of Alphabet’s Class C capital stock during the month of July 2024 ($182.20). | | (2) Annualized Target Total Compensation was calculated by adding the annualized Target GSU Award Value, the annualized Target PSU Award Value, and the annualized total cash compensation, which for Anat, Ruth, Philipp, Prabhakar, and Kent in 2024 included $1.0 million in salary and $2.0 million through the SVP bonus program. At the time of hire, Anat’s annualized Target GSU Award Value was $18.0 million. | | (3) As disclosed at the time of Anat’s appointment, Anat’s new hire package consists of: (i) a $13.1 million sign-on equity grant in the form of GSUs to compensate for the compensation from her prior company that she forfeited, half of which vested in September 2024 and the remainder of which vested in December 2024 and (ii) the following equity grants in the form of GSUs and PSUs as part of her go-forward compensation: a $17.0 million GSU grant, which vests quarterly in four equal installments in 2025, a $6.0 million GSU grant, which vests quarterly in four equal installments in 2026, and a $5.0 million PSU grant for the performance period January 1, 2024 through December 31, 2026. Please see our Current Report on Form 8-K filed on June 7, 2024 for additional details about these awards. |

  57. 2024 Equity Awards

    The GSU awards to Ruth, Prabhakar, Philipp, and Kent vested 1/6th on June 25, 2024, and an additional 1/12th vests quarterly thereafter. The PSU awards to Anat, Ruth, Phillipp, and Kent will vest, if at all, on December 31, 2026, based on Alphabet’s TSR performance relative to the companies comprising the S&P 100 over a 2024-2026 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 on page 45. Depending upon performance, the number of PSUs that vest will range from 0%-200% of target. Upon vesting, each PSU and GSU entitles the recipient to receive one share of Alphabet’s Class C capital stock. For additional details on Anat’s new hire package, including vesting schedules and PSU details, please see our Current Report on Form 8-K filed on June 7, 2024.

  58. 2024 Equity Awards

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

  59. 2024 Equity Awards

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

  60. 2025 Equity Awards

    2025 Equity Awards On February 28, 2025, the Compensation Committee approved equity awards for Anat, Ruth, Philipp, and Kent as part of our annual equity award structure. With the discontinuation of the SVP Bonus program, the Compensation Committee approved a shift of the target value of the SVP Bonus ($2.0 million) into each individual’s annual PSU award. These awards, as well as the annualized target total compensation, are below:

  61. 2025 Equity Awards

    | Named Executive | Target Annual GSU Award Value ($) | Target PSU Annual Award Value ($)(1) | Aggregate Target Annual Award Value ($) | Annualized Target Total Compensation ($)(2) | | Anat Ashkenazi | 19,000,000 | 8,000,000 | 27,000,000 | 28,000,000 | | Ruth M. Porat | 19,000,000 | 7,000,000 | 26,000,000 | 27,000,000 | | Philipp Schindler | 24,000,000 | 14,000,000 | 38,000,000 | 39,000,000 | | Kent Walker | 19,000,000 | 7,000,000 | 26,000,000 | 27,000,000 |

  62. 2025 Equity Awards

    | (1) The exact number of PSUs comprising the equity awards was calculated by dividing the target dollar value of the award by the average closing price of Alphabet’s Class C capital stock during the month of February 2025 ($186.13 per share), rounded up to the nearest whole share. The PSU awards will vest, if at all, on December 31, 2027, based on Alphabet’s TSR performance relative to the companies comprising the S&P 100 over a 2025-2027 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 and vesting 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 | | (2) Annualized Target Total Compensation was calculated by adding the annualized Target GSU Award Value, the annualized Target PSU Award Value, and the Annualized Total Cash Compensation, which for Anat, Ruth, Philipp, and Kent in 2025 includes $1.0 million in salary. |

  63. 2025 Equity Awards

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

  64. 2025 Equity Awards

    The 2025 GSU awards include a transitional amount, on top of the annual target value, to maintain target total compensation during the shift from the SVP Bonus program to a new go-forward compensation structure of salary, GSU awards, and PSU awards. The transitional amounts were granted on March 5, 2025 as an addition to the 2025 GSU awards. Each individual’s transitional amount follows: $3,666,667 for Anat and $2,666,667 for each of Ruth, Philipp, and Kent. The exact number of GSUs comprising the equity awards was calculated by dividing the total target dollar value of the award by the average closing price of Alphabet’s Class C capital stock during the month of February 2025 ($186.13 per share), rounded up to the nearest whole share. This resulted in the following number of total GSUs granted to each NEO in 2025: 121,779 to Anat, 116,407 to Ruth, 143,270 to Philipp, and 116,407 to Kent. This resulted in the following target number of PSUs granted: 42,981 to Anat, 37,609 to Ruth, 75,217 to Philipp, and 37,609 to Kent.

  65. 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 2024 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:

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

  67. 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 on page 47). 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 price 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. |

  68. Timing of Equity Award Grants

    Timing of Equity Award Grants The effective grant date for equity awards to ongoing employees, members of our Board, and non-employee advisors is typically the first non-holiday Wednesday of the month. For new hires, the effective grant date for equity awards is typically the first non-holiday Wednesday of the month following the date on which the employee is hired, 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. During the last completed fiscal year, we did not award any stock options or stock-settled appreciation rights to any of our named executive officers.

  69. Certification of PSUs

    Certification of PSUs

  70. 2022 Tranche A Award Vest for Sundar

    2022 Tranche A Award Vest for Sundar The 2023-2024 performance period for the 2022 Tranche A PSU award granted to Sundar in December of 2022 ended on December 31, 2024. Alphabet’s TSR for the two-year performance period was 85.75%, which ranked Alphabet’s TSR at the 83.84th percentile relative to the S&P 100. On January 23, 2025, Sundar earned 200% of his target PSU award (totaling 1,343,392 shares, inclusive of share-settled dividend equivalents) upon certification by the Compensation Committee based on the satisfaction of performance criteria underlying the award.

  71. 2022 PSU Awards Vest for Ruth, Prabhakar, Philipp, and Kent

    2022 PSU Awards Vest for Ruth, Prabhakar, Philipp, and Kent The 2022-2024 performance period for the PSUs awarded to Ruth, Prabhakar, Philipp, and Kent in January 2022 ended on December 31, 2024. Alphabet’s TSR for the three-year performance period was 22.55%, which ranked Alphabet’s TSR at the 49.49th percentile of the S&P 100. On January 9th, 2025, Ruth, Prabhakar, Philipp, and Kent earned 98.99% of their respective target PSU awards (totaling 34,108 shares for Ruth, 81,844 shares for Prabhakar, 81,844 shares for Philipp, and 34,108 shares for Kent, all inclusive of share-settled dividend equivalents) upon certification by the Compensation Committee based on the satisfaction of performance criteria underlying the award.

  72. 2024 Summary Compensation Table

    2024 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, 2024, 2023, and 2022.

  73. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Sundar Pichai Chief Executive Officer, Alphabet and Google, and Director | 2024 | 2,015,385 | — | 405,630(5) | — | 8,304,028(6) | 10,725,043 | | | 2023 | 2,000,000 | — | — | — | 6,802,824 | 8,802,824 | | | 2022 | 2,000,000 | — | 218,037,684 | — | 5,947,461 | 225,985,145 | | Anat Ashkenazi Senior Vice President, Chief Financial Officer, Alphabet and Google, as of July 31, 2024 | 2024(7) | 423,077 | 9,900,000 | 38,522,579 | 850,000 | 282,479 | 49,978,135 | | | 2023 | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | | Ruth M. Porat President and Chief Investment Officer, Alphabet and Google; Chief Financial Officer, Alphabet and Google, through July 30, 2024 | 2024 | 1,007,692 | — | 27,143,064(8) | 2,000,000 | 15,671 | 30,166,427 | | | 2023 | 1,000,000 | — | 24,831,430 | 1,500,000 | 15,700 | 27,347,130 | | | 2022 | 1,000,000 | — | 22,663,723 | 775,000 | 15,046 | 24,453,769 | | Prabhakar Raghavan Senior Vice President, Knowledge and Information, Google, until October 16, 2024 | 2024 | 1,007,692 | — | 43,972,310(9) | 2,000,000 | 12,164 | 46,992,166 | | | 2023 | 1,000,000 | — | 39,438,939 | 1,500,000 | 11,737 | 41,950,676 | | | 2022 | 1,000,000 | — | 35,295,496 | 775,000 | 10,329 | 37,080,824 | | Philipp Schindler Senior Vice President, Chief Business Officer, Google | 2024 | 1,007,692 | — | 43,972,310(9) | 2,000,000 | 44,007(10) | 47,024,009 | | | 2023 | 1,000,000 | — | 39,438,939 | 1,500,000 | 14,032 | 41,952,971 | | | 2022 | 1,000,000 | — | 35,295,496 | 775,000 | 22,200(10) | 37,092,695 | | Kent Walker President, Global Affairs, Chief Legal Officer, and Secretary, Alphabet and Google | 2024 | 1,007,692 | — | 27,143,064(8) | 2,000,000 | 12,004 | 30,162,760 | | | 2023 | 1,000,000 | — | 24,831,430 | 1,500,000 | 11,737 | 27,343,167 | | | 2022 | 1,000,000 | — | 22,663,723 | 775,000 | 12,541 | 24,451,264 |

  74. 2024 Summary Compensation Table

    | (1) Salaries reflect amounts earned by the named executive officers in the relevant fiscal year. Includes amounts contributed by the named executive officers to their accounts under the 401(k) Plan. Salary amounts shown above reflect actual salary paid in each year, and may differ slightly from the official annual salary for each role due to calculations based on the number of working days in each calendar year. | | (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 Alphabet’s 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 “SVP Bonus” section, these amounts reflect SVP bonus awards paid out on March 21, 2025 for performance in 2024. | | (4) Generally consists of our 401(k) plan or Roth plan company match of up to $11,500, 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) This amount reflects the incremental fair value of the modification of unvested awards granted in prior years to account for the issuance of dividend equivalent rights on all existing and future grants as declared by our Board when it approved the cash dividend program on April 25, 2024. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2024” table for details on the GSUs and PSUs awarded. |

  75. 2024 Summary Compensation Table

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

  76. 2024 Summary Compensation Table

    | (6) Includes $8,267,123 for personal security. Due to Sundar’s significant public profile, Alphabet provides him with security protection. In 2024, Sundar’s security arrangements included residential security and consultation fees, security monitoring services, car and driver services, and personal security during all travel. We believe these arrangements and costs are reasonable, appropriate, necessary and in the best interests of Alphabet and its stockholders, as they mitigate risks to our business. We do not consider these additional security arrangements to be a personal benefit to Sundar because they arise from the nature of his employment responsibilities. | | (7) As disclosed at the time of Anat’s appointment, Anat’s 2024 compensation reflects a $1.0 million annual salary prorated for the period between August 1 and December 31, 2024, a one-time cash sign-on bonus of $9.9 million, a $13.1 million GSU grant to compensate for the compensation from her prior company that she forfeited, as well as $143,275 for relocation assistance that is reflected under “All Other Compensation.” Anat’s 2024 compensation also reflects a $17.0 million GSU grant, a $6.0 million GSU grant, and a $5.0 million PSU grant for the performance period January 1, 2024 through December 31, 2026, as part of her go-forward compensation. The grant date fair value of the total GSU awards, $31,850,362, is measured based on the closing price of Alphabet’s Class C capital stock on the date of grant. The grant date fair value of the PSU award, $6,672,217, 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 $8,822,295. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2024” table for details on the GSUs and PSUs awarded. Please see our Current Report on Form 8-K filed on June 7, 2024 for additional details about these awards. | | (8) The grant date fair value of the GSU award, $18,775,804, is measured based on the closing price of Alphabet’s Class C capital stock on the date of grant. The grant date fair value of the PSU award, $8,278,148, 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 $10,431,241. The amount also reflects the incremental fair value of the modification of unvested awards granted in prior years, $89,112, to account for the issuance of dividend equivalent rights as declared by our Board when it approved the cash dividend program on April 25, 2024. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2024” table for details on the GSUs and PSUs awarded. | | (9) The grant date fair value of the GSU award, $23,991,259, is measured based on the closing price of Alphabet’s Class C capital stock on the date of grant. The grant date fair value of the PSU award, $19,867,187, 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 $25,034,515. The amount also reflects the incremental fair value of the modification of unvested awards granted in prior years, $113,864, to account for the issuance of dividend equivalent rights as declared by our Board when it approved the cash dividend program on April 25, 2024. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2024” table for details on the GSUs and PSUs awarded. | | (10) Includes tax preparation services for Philipp in the amount of $22,176 in 2024 and $11,386 in 2022. |

  77. 2024 Summary Compensation Table

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

  78. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information regarding the equity awards granted in 2024 to our named executive officers.

  79. Grants of Plan-Based Awards in 2024

    | | | | 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 ($) | Threshold (#) | Target(3) (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards ($) | | Sundar Pichai | N/A | N/A | | — | — | — | — | — | — | 405,630(4) | | Anat Ashkenazi | N/A | N/A | | 850,000 | 850,000 | — | — | — | — | — | | Anat Ashkenazi | 8/7/2024 | 5/25/2024 | | — | — | 13,722 | 27,443 | 54,886 | — | 6,672,217(5) | | Anat Ashkenazi | 8/7/2024 | 5/25/2024 | | — | — | — | — | — | 32,931 | 5,293,658(5) | | Anat Ashkenazi | 8/7/2024 | 5/25/2024 | | — | — | — | — | — | 93,305 | 14,998,779(5) | | Anat Ashkenazi | 8/7/2024 | 5/25/2024 | | — | — | — | — | — | 71,900 | 11,557,925(5) | | Ruth M. Porat | N/A | N/A | | 2,000,000 | 2,000,000 | — | — | — | — | — | | Ruth M. Porat | N/A | N/A | | — | — | — | — | — | — | 89,112(4) | | Ruth M. Porat | 5/1/2024 | 4/16/2024 | | — | — | 15,751 | 31,501 | 63,002 | — | 8,278,148(5) | | Ruth M. Porat | 5/1/2024 | 4/16/2024 | | — | — | — | — | — | 113,401 | 18,775,804(5) | | Prabhakar Raghavan | N/A | N/A | | 2,000,000 | 2,000,000 | — | — | — | — | — | | Prabhakar Raghavan | N/A | N/A | | — | — | — | — | — | — | 113,864(4) | | Prabhakar Raghavan | 5/1/2024 | 4/16/2024 | | — | — | 37,801 | 75,601 | 151,202 | — | 19,867,187(5) | | Prabhakar Raghavan | 5/1/2024 | 4/16/2024 | | — | — | — | — | — | 144,901 | 23,991,259(5) | | Philipp Schindler | N/A | N/A | | 2,000,000 | 2,000,000 | — | — | — | — | — | | Philipp Schindler | N/A | N/A | | — | — | — | — | — | — | 113,864(4) | | Philipp Schindler | 5/1/2024 | 4/16/2024 | | — | — | 37,801 | 75,601 | 151,202 | — | 19,867,187(5) | | Philipp Schindler | 5/1/2024 | 4/16/2024 | | — | — | — | — | — | 144,901 | 23,991,259(5) | | Kent Walker | N/A | N/A | | 2,000,000 | 2,000,000 | — | — | — | — | — | | Kent Walker | N/A | N/A | | — | — | — | — | — | — | 89,112(4) | | Kent Walker | 5/1/2024 | 4/16/2024 | | — | — | 15,751 | 31,501 | 63,002 | — | 8,278,148(5) | | Kent Walker | 5/1/2024 | 4/16/2024 | | — | — | — | — | — | 113,401 | 18,775,804(5) |

  80. Grants of Plan-Based Awards in 2024

    | (1) The company’s non-equity incentive plan award is the SVP bonus opportunity, which consists of a target and maximum of $2,000,000 and no threshold value. See “SVP Bonus” under Section 3 of the CD&A for details on the SVP 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) The exact number of GSUs and PSUs comprising the equity awards for Ruth, Prabhakar, Philipp, and Kent was calculated by dividing the target dollar value of the award by the average closing price of Alphabet’s Class C capital stock during the month of April 2024 ($158.73), rounded up to the nearest whole share. The same methodology was applied for Anat using the average closing stock price of Alphabet’s Class C capital stock during the month of July 2024 ($182.20). | | (4) This amount reflects the incremental fair value of the modification of unvested awards granted in prior years to account for the issuance of dividend equivalent rights as declared by our Board when it approved the cash dividend program on April 25, 2024. | | (5) 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 Alphabet’s 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. |

  81. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024. The amounts within this table reflect granted stock awards and the dividend equivalents that were accrued when our Board approved dividend declarations on April 25, 2024, July 23, 2024, and October 29, 2024. See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2024” table for details on the GSUs and PSUs awarded. Accordingly, the number of unearned shares is above target values at grant due to accrued dividend equivalents. There are no longer any stock options outstanding for any of our named executive officers.

  82. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards(1) | | | | | | 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(2) ($) | Number of Unearned Shares or Units of Stock That Have Not Vested(3) (#) | Market Value of Unearned Shares or Units of Stock That Have Not Vested(2) ($) | | Sundar Pichai | 12/19/2022(4) | — | — | 1,343,392 | 255,835,572 | | | 12/19/2022(5) | — | — | 671,696 | 127,486,249 | | | 12/19/2022(6) | 298,534 | 56,852,815 | — | — | | Anat Ashkenazi | 8/7/2024(7) | — | — | 27,505 | 5,238,052 | | | 8/7/2024(8) | 33,006 | 6,285,663 | — | — | | | 8/7/2024(9) | 93,517 | 17,809,377 | — | — | | Ruth M. Porat | 5/1/2024(10) | — | — | 31,608 | 6,019,428 | | | 5/1/2024(11) | 75,857 | 14,446,207 | — | — | | | 5/3/2023(12) | — | — | 47,174 | 8,983,817 | | | 5/3/2023(13) | 56,609 | 10,780,618 | — | — | | | 1/5/2022(14) | — | — | 34,108 | 6,495,528 | | Prabhakar Raghavan | 5/1/2024(15) | — | — | 75,857 | 14,446,207 | | | 5/1/2024(11) | 96,928 | 18,458,968 | — | — | | | 5/3/2023(16) | — | — | 113,217 | 21,561,045 | | | 5/3/2023(13) | 72,334 | 13,775,287 | — | — | | | 1/5/2022(17) | — | — | 81,844 | 15,586,371 | | Philipp Schindler | 5/1/2024(15) | — | — | 75,857 | 14,446,207 | | | 5/1/2024(11) | 96,928 | 18,458,968 | — | — | | | 5/3/2023(16) | — | — | 113,217 | 21,561,045 | | | 5/3/2023(13) | 72,334 | 13,775,287 | — | — | | | 1/5/2022(17) | — | — | 81,844 | 15,586,371 | | Kent Walker | 5/1/2024(10) | — | — | 31,608 | 6,019,428 | | | 5/1/2024(11) | 75,857 | 14,446,297 | — | — | | | 5/3/2023(12) | — | — | 47,174 | 8,983,817 | | | 5/3/2023(13) | 56,609 | 10,780,618 | — | — | | | 1/5/2022(14) | — | — | 34,108 | 6,495,528 |

  83. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) If there are fractional shares outstanding, the number disclosed is rounded to the nearest whole share. | | (2) 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 Alphabet’s Class C capital stock on December 31, 2024, which was $190.44 per share. | | (3) The number of PSUs included in the table assumes achievement of market-based goals at the target level, except for the 2022 PSUs awarded to Ruth, Prabhakar, Philipp, and Kent, and the 2022 Tranche A PSU awarded to Sundar. The payout for Ruth, Prabhakar, Philipp, and Kent was 98.99% of target and based on actual performance from the three-year performance period from 2022-2024 that ended on December 31, 2024. The payout for Sundar is at a payout of 200% and based on actual performance from a two-year performance period from 2023-2024 that ended on December 31, 2024. | | (4) 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, 2024 performance period, the Compensation Committee determined that based on the company’s performance, Sundar earned 200% of the target number of PSUs (1,338,858 shares) (2022 Tranche A). |

  84. Outstanding Equity Awards at 2024 Fiscal Year-End

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

  85. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) This award vests as follows: the number of PSUs earned 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). | | (6) 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. | | (7) 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, 2024 to December 31, 2026 performance period, the target is 27,443 shares, but between 0 and 54,886 shares may vest in accordance with the performance requirements in the applicable grant agreement. Share numbers do not account for potential share settled dividends. | | (8) This award vests as follows: 1/4th of GSUs vests on March 25, 2026 and an additional 1/4th vests quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates. | | (9) This award vests as follows: 1/4th of GSUs vests on March 25, 2025 and an additional 1/4th vests quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates. | | (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, 2024 to December 31, 2026 performance period, the target is 31,501 shares, but between 0 and 63,002 shares may vest in accordance with the performance requirements in the applicable grant agreement. Share numbers do not account for potential share settled dividends. | | (11) This award vests as follows: 1/6th of GSUs vested on June 25, 2024 and an additional 1/12th vests quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates. | | (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, 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. Share numbers do not account for potential share settled dividends. | | (13) 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. | | (14) 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 Compensation Committee determined that based on the company’s performance, Ruth and Kent each earned 98.99% of the target number of PSUs (34,108 shares). | | (15) 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, 2024 to December 31, 2026 performance period, the target is 75,601 shares, but between 0 and 151,202 shares may vest in accordance with the performance requirements in the applicable grant agreement. | | (16) 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. | | (17) 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 Compensation Committee determined that based on the company’s performance, Prabhakar and Philipp each earned 98.99% of the target number of PSUs (81,844 shares). |

  86. Stock Vested in Fiscal 2024

    Stock Vested in Fiscal 2024 The following table provides information for the named executive officers regarding GSUs and PSUs vested and value realized on vesting during the year ended December 31, 2024, before payment of any applicable withholding tax.

  87. Stock Vested in Fiscal 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(1)(2) ($) | | Sundar Pichai | 298,036 | 51,697,109 | | Anat Ashkenazi | 72,027 | 13,009,012 | | Ruth M. Porat | 232,782 | 37,928,303 | | Prabhakar Raghavan | 367,540 | 58,656,622 | | Philipp Schindler | 367,540 | 58,656,622 | | Kent Walker | 232,782 | 37,928,303 |

  88. Stock Vested in Fiscal 2024

    | (1) The Number of Shares Acquired on Vesting and Value Realized on Vesting include shares from dividend equivalents that were issued on unvested equity when our Board approved dividend declarations on April 25, 2024, July 23, 2024, and October 29, 2024. | | (2) 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 Nasdaq Global Select Market on the day before vesting. |

  89. Stock Vested in Fiscal 2024

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

  90. 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, all unvested stock options and 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:

  91. 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. |

  92. 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, 2024. Upon a change in control or upon death, the estimated benefits of equity acceleration are as follows: $312,688,349 for Sundar, $29,333,013 for Anat, $46,791,990 for Ruth, $83,987,057 for Prabhakar, $83,987,057 for Philipp, and $46,791,990 for Kent. These estimates were calculated by multiplying the number of unvested GSUs, including dividend equivalents, and the target number of PSUs by the closing price of Class C capital stock on December 31, 2024, (the last business day of Alphabet’s fiscal year 2024), which was $190.44 per share. Upon termination without cause, the estimated benefit of equity acceleration is $170,557,082 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, 2024, the entire performance period for Sundar’s 2022 Tranche A PSU had been completed, and therefore Tranche A is not included in the estimated benefit of equity acceleration. Two-thirds of the performance period for Sundar’s 2022 Tranche B PSU had been completed. The estimated vested equity value was calculated by multiplying two-thirds of the maximum number of PSUs for Sundar’s 2022 Tranche B PSU by the closing price of Alphabet’s Class C capital stock on December 31, 2024 (the last business day of Alphabet’s fiscal year 2024), which was $190.44 per share. Upon termination without cause, the estimated benefit of equity acceleration is $3,492,063 for Anat, $27,074,544 for Ruth, $64,973,308 for Prabhakar, $64,973,308 for Philipp, and $27,074,544 for Kent. The estimated vested equity value reflects prorated achievement of market-based goals at the maximum level for the PSU awards granted in 2022, 2023, and 2024. As of December 31, 2024, 100% of the performance period for the 2022 PSU awards (January 2022 to December 2024) had been completed, and the awards vested on January 9, 2025. As such, upon termination without cause, the estimated vested equity value for 2022 PSUs was calculated by multiplying 98.99% of the target PSU awards by the closing price of Alphabet’s Class C capital stock on January 8, 2025 (the business day immediately prior to vesting), which was $195.39 per share. Additionally, as of December 31, two-thirds of the performance period for the 2023 PSU awards (January 2023 to December 2025) had been completed, and one-third of the performance period for the 2024 PSU awards (January 2024 to December 2026) had been completed. The estimated vested equity value for these awards was calculated by multiplying two-thirds of the maximum number of PSUs for the 2023 award, and one-third of the maximum number of PSUs for the 2024 PSU award by the closing price of Alphabet’s Class C capital stock on December 31, 2024 (the last business day of Alphabet’s fiscal year 2024), which was $190.44 per share. The summed estimated value of the 2022 PSU awards, 2023 PSU awards, and 2024 PSU awards equals the total estimated benefit of equity acceleration shown above for Anat, Ruth, Prabhakar, Philipp, and Kent.

  93. Potential Payments Upon Termination or Change in Control

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

  94. Alphabet CEO Pay Ratio

    Alphabet CEO Pay Ratio The 2024 annual total compensation of our median compensated employee was $331,894, and the 2024 annual total compensation of our CEO was $10,725,043. The resulting ratio of Chief Executive Officer to Median Employee total compensation is 32 to 1. The Chief Executive Officer total compensation reflects Sundar’s 2024 total compensation as shown in the Summary Compensation Table on page 49. To determine the median employee compensation, we analyzed all of Alphabet’s employees, excluding Alphabet’s Chief Executive Officer, as of December 31, 2024. We annualized wages and salaries for employees that 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 2024 Summary Compensation Table on page 49.

  95. Alphabet Pay vs. Performance

    Alphabet Pay vs. Performance

  96. Compensation Actually Paid

    Compensation Actually Paid As outlined earlier 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 2024, 2023, 2022, and 2021. 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, 2024. Our PEO did not receive an equity award in 2024, but the considerable stock price increase in 2024, and the corresponding increase in the value of our PEO’s unvested shares granted in December 2022, resulted in a sizable CAP that is only marginally lower than 2023. For our Non-PEO NEOs, there continues to be a year-over-year increase to CAP in 2024 due to a corresponding increase in the value of shares which remain unvested as of December 31, 2024.

  97. Compensation Actually Paid

    | | 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) | Value of Initial Fixed $100 Investment Based on | | Net Income (Millions) ($) | | | Year | | | | | Alphabet TSR ($)(2) | Peer Group TSR ($)(2) | | 1-Year TSR Relative to S&P 100(3) | | 2024 | 10,725,043 | 215,672,469 | 39,094,699 | 60,458,916 | 285.90 | 158.48 | 100,118 | 73(rd) | | 2023 | 8,802,824 | 235,105,454 | 34,648,486 | 80,022,929 | 210.81 | 118.93 | 73,795 | 87(th) | | 2022 | 225,985,145 | 115,820,786 | 30,766,792 | (15,249,938) | 132.73 | 81.50 | 59,972 | 14(th) | | 2021 | 6,322,599 | 267,277,583 | 21,657,558 | 72,131,743 | 216.42 | 134.41 | 76,033 | 94(th) |

  98. Compensation Actually Paid

    | (1) The Non-PEO NEOs represent the following individuals for 2021, 2022, and 2023: Ruth, Prabhakar, Philipp, and Kent. This population includes Anat in 2024. |

  99. 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. |

  100. 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 above). |

  101. Compensation Actually Paid

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

  102. Compensation Actually Paid

    To calculate CAP for 2024, the following amounts were deducted from and added to Summary Compensation Table (SCT) total compensation:

  103. Compensation Actually Paid

    | | PEO ($) | Average for other NEOs ($) | | SCT Total | 10,725,043 | 39,094,699 | | Adjustments | | | | Deduction for Amounts Reported Under the “Stock Awards” Column in the SCT (i) | (405,630) | (36,150,665) | | Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year End (ii) | 0 | 31,711,691 | | Increase for Fair Value of Awards Granted during year that Vest during year (ii) | 0 | 8,892,536 | | 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) | 193,446,915 | 12,982,992 | | 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) | 9,935,070 | 3,639,929 | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | 1,971,071 | 287,734 | | Compensation Actually Paid | 215,672,469 | 60,458,916 |

  104. 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). |

  105. 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.

  106. Compensation Actually Paid

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

  107. Compensation Actually Paid

    Relative to 2023, the PEO’s 2024 CAP amount decreased despite increases to the company’s TSR and Net Income. This is driven by a decrease in the company’s 1-Year TSR ranking relative to the S&P 100 (the Alphabet-selected measure in the CAP table above) and the fact that the PEO’s number of outstanding shares has decreased as no new grants were granted in 2023. Looking across the four-year period being reported, the highest PEO CAP was in 2021 when Alphabet’s 1-Year Relative TSR was at its 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 2024 CAP amount is aligned with increases to the company’s TSR and Net Income, and due to stock price growth in 2024, non-PEO NEO’s 2024 CAP amount increased despite the decrease in 1-Year TSR ranking relative to the S&P 100. 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.

  108. Compensation Actually Paid

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

  109. Proposal Number 1: Election of Directors

    Proposal Number 1: Election of Directors