UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 5, 2024, Alphabet Inc. (“Alphabet”) announced the appointment of Anat Ashkenazi as the new Chief Financial Officer and Senior Vice President of Alphabet and Google LLC, effective July 31, 2024.
The material terms of Anat’s compensation, as approved by the Leadership Development, Inclusion and Compensation Committee of Alphabet’s Board of Directors, are outlined below:
| • | An annual base salary of $1,000,000. |
| • | An annual discretionary bonus opportunity up to 200% of base salary. |
| • | To compensate for her prior company’s forfeited compensation, Alphabet has agreed to (i) pay a one-time sign-on bonus of $9.9 million, and (ii) make a $13.1 million sign-on equity grant in the form of restricted stock units (GSUs) to be made on the first Wednesday of the calendar month following her start date (1/2 vesting in September 2024, 1/2 vesting in December 2024). |
| • | As part of her go-forward compensation, Alphabet has agreed to make the following equity grants in the form of GSUs and performance-based stock units (PSUs): |
| • | a $17.0 million GSU grant to be made on the first Wednesday of the calendar month following her start date (vesting quarterly in 2025) |
| • | a $6.0 million GSU grant to be made on the first Wednesday of the calendar month following her start date (vesting quarterly in 2026) |
| • | a $5.0 million PSU grant to be made on the first Wednesday of the calendar month following her start date for the performance period 1-Jan-24 through 31-Dec-26 (which will vest in accordance with the Form of Alphabet Non-CEO Performance Stock Unit Agreement, Exhibit 10.03 to Alphabet’s Form 10-Q for the quarterly period ending on 31-Mar-24) |
| • | Alphabet will assist her with relocation-related expenses pursuant to Alphabet’s guidelines with respect to the relocation of officers. |
A copy of the offer letter is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The above summary of the offer letter does not purport to be complete and is subject to and qualified in its entirety by reference to the attached offer letter.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
| 10.1 | Offer Letter | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALPHABET INC. | ||||||
| June 7, 2024 | ||||||
/s/ Kathryn W. Hall | ||||||
| Kathryn W. Hall | ||||||
| Assistant Secretary | ||||||
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