ALPHABET INC. - DEF 14A

DEF 14A 1 lgoog2021_def14a.htm ALPHABET INC. - DEF 14A ALPHABET INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No. )

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ALPHABET INC.

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DEAR STOCKHOLDERS

1600 Amphitheatre Parkway
Mountain View, California 94043
(650) 253-0000

We are pleased to invite you to participate in our 2021 Annual Meeting of Stockholders (Annual Meeting) to be held on Wednesday, June 2, 2021 at 9:00 a.m., Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all stockholders regardless of location.

Alphabet stockholders of Class A or Class B common stock (or their proxy holders) as of the close of business on the record date, April 6, 2021 (Record Date), can participate in and vote at our Annual Meeting by visiting www. virtualshareholdermeeting.com/GOOGL21 and entering the 16-digit control number included in your Notice of Internet Availability of Proxy Materials (Notice), voting instruction form, or proxy card. All others may view the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.

Further details regarding participation in the Annual Meeting and the business to be conducted are described in the Notice you received in the mail and in this proxy statement. We have also made available a copy of our 2020 Annual Report to Stockholders (Annual Report) with this proxy statement. We encourage you to read our Annual Report. It includes our audited financial statements and provides information about our business.

We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We are constantly focused on improving the ways people connect with information, and believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting. If you want more information, please see the Questions and Answers section of this proxy statement or visit the 2021 Annual Meeting section of our Investor Relations website at https://abc.xyz/investor/other/annual-meeting/.

Your vote is important. Whether or not you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement, as well as in the Notice you received in the mail.

Thank you for your ongoing support of, and continued interest in Alphabet.

Sincerely,



	SUNDAR PICHAI		JOHN L. HENNESSY
	CHIEF EXECUTIVE		CHAIR OF THE
	OFFICER		BOARD OF DIRECTORS

			APRIL 23, 2021

LETTER FROM THE CHAIR OF THE BOARD OF DIRECTORS

Dear Fellow Stockholders,

When I last wrote to you all as Chair of the Alphabet Board last year, we had just begun to grasp the profound reality of what life would be like during the COVID-19 pandemic. I stressed how the company we are all invested in was stepping up to a truly global challenge – to help people everywhere stay informed, stay connected, stay in business, and, most important, stay healthy, while also helping to sustain and support our workforce.

Twelve months on, we’re still feeling the pandemic’s effects and will for some time. Despite the challenges, Alphabet has responded in a way we can all be proud of. In addition to the products and services that helped people and businesses, we provided significant funding to support the global COVID-19 response, including distance learning, and economic relief and recovery. We worked in partnership with the technology and medical communities to help with exposure notifications and provide authoritative information about COVID-19 and vaccination to millions of our users.

Looking inward, we’ve also made sure to support our most important resource – our people – as they navigate a new reality. As our offices shifted to a work-from-home posture, we made sure that our hourly workers who were affected by reduced work schedules were compensated for the time they would have worked, along with an emergency sick leave fund. For full-time employees, we expanded our carer’s leave program for those dealing with increased caregiving responsibilities. We’ve broadened our mental healthcare offerings, and we’ve rolled out at-home viral testing kits so that employees can monitor their health and help slow the spread of COVID-19 in their communities.

Throughout the year, we also recognized our responsibility to address racial equity issues with the same focus and urgency. We continued the work of creating the most diverse and inclusive workforce possible – to add more diverse employees, and even more importantly, support them once they get here. This summer, in the wake of widespread racial unrest in the U.S., and in partnership with Black employees, we made new commitments to do our part to increase racial equity, within the company and in the wider world in which we operate and live. Among other commitments, we set a goal to improve leadership representation of underrepresented groups by 30 percent by 2025. We also announced a $175 million+ economic opportunity package to support Black business owners, startup founders, job seekers and developers, in addition to YouTube’s $100 million fund to amplify Black creators and artists.

Beyond that, to ensure a fair workplace, this year the Board agreed on a series of industry-leading principles and improvements that incorporated input from both employees and stockholders, including the creation of a new Diversity, Equity, and Inclusion (DEI) Advisory Council, which comprises internal senior executives and external DEI experts. The Board also now reviews the effectiveness of our sexual harassment and retaliation prevention programs, and proposed changes, on a quarterly basis.

Another area of emphasis and bold commitment by us this past year was in sustainability. Building a sustainable company and contributing to a sustainable future has always been core to our values, a central element of our corporate DNA. We’ve always been a leader in sustainability efforts, and now we are making the most ambitious commitments we have ever made to fighting climate change and supporting the generation of clean energy. In September we announced that, over the next decade, we’re committed to:

•	Becoming the first major company to operate on carbon-free energy 24 hours a day, seven days a week in all of our data centers and campuses worldwide.
•	Investing in manufacturing regions to enable 5 gigawatts of new carbon-free energy, which we expect to spur more than $5 billion in clean energy investments.
•	Helping more than 500 cities and local governments reduce an aggregate of 1 gigaton of carbon emissions annually.

To support both our ongoing efforts and new projects that are environmentally or socially responsible, in 2020 we issued $5.75 billion in sustainability bonds, the largest sustainability or green bond by any company in history. The proceeds from these bonds will fund these efforts and allow investors to join us in building a more sustainable future. We believe that these investments benefit our communities, employees and stakeholders, and are an important means of creating value over the long term.

Finally, we are committed to a governance structure that promotes long-term stockholder value creation and accountability. This past year, the Board implemented a majority voting standard for elections of directors. We’ve also amended the charter of our Audit Committee, now the Audit and Compliance Committee, giving it increased oversight on matters related to strategy and financial reporting, competition, civil and human rights, and sustainability, in addition to its existing oversight responsibilities around data privacy and security. Importantly, we will further focus on driving shared accountability amongst our leadership team for behaviors and outcomes that create lasting, meaningful change. In 2022, we intend to introduce a bonus program for members of Google’s senior executive team that will be determined in part by performance supporting the environmental, social, and governance (ESG) goals that have long been a key part of Alphabet and Google’s work.

By no means is this summary of our work exhaustive. The company has made significant progress in continuing to build products, especially in AI, ethically and responsibly; ensuring the privacy and security of our users; supporting quality publishers and promoting quality content online; and doing it all in a landscape where we compete fairly and give our users the most helpful services that we can. Updates to Meet, Search, Maps and many of our other core products over the past year have helped users navigate uncertainty while staying connected and informed. We’ll continue to make our products even more helpful to people who are working, learning, and gathering together remotely, and businesses working to keep their doors open.

The Board has worked closely with Alphabet’s leadership to build the company we all want, and that our users deserve. The Board is grateful for the faith you have placed in us to lead your company out of the rough parts of the last year, into an exciting future – and throughout the years to come. We hope we have repaid that faith with a company that continues to make you as proud as it does us. Thank you for all that you do. The Board looks forward to working with you all in the better days that surely lie ahead.

Very truly yours,


	JOHN L. HENNESSY
	CHAIR OF THE BOARD OF
	DIRECTORS



WEDNESDAY, JUNE 2, 2021
9:00 a.m., Pacific Time

VIRTUAL MEETING

Alphabet stockholders of Class A or Class B common stock (or their proxy holders) as of the close of business on April 6, 2021 can participate in and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/GOOGL21 and entering the 16-digit control number included in your Notice, voting instruction form, or proxy card. All others may view the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.

ITEMS OF BUSINESS

1.	To elect eleven members of the Board of Directors of Alphabet (the Board of Directors) to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.
2.	To ratify the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
3.	To approve Alphabet’s 2021 Stock Plan.
4.	To consider and vote upon the stockholder proposals set forth in the proxy statement, if properly presented.
5.	To consider such other business as may properly come before the meeting.

By order of the Board of Directors,


Sundar Pichai		John L. Hennessy
Chief Executive Officer		Chair of the
		Board of Directors

NOTICE

of 2021 Annual Meeting of Stockholders

ADJOURNMENTS AND POSTPONEMENTS

Any action on the items of business described in this Notice may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

RECORD DATE

You are entitled to vote only if you were a stockholder of Alphabet Class A or Class B common stock as of the close of business on April 6, 2021.

MEETING DETAILS

See Annual Meeting of Stockholders on page 9 of this proxy statement for details.

VOTING

Your vote is very important. Whether or not you plan to participate in the Annual Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice you received in the mail, the section titled “Questions and Answers About the Proxy Materials and the Annual Meeting” beginning on page 78 of this proxy statement or, if you requested to receive printed proxy materials, your enclosed proxy card.

April 23, 2021

REVIEW YOUR PROXY STATEMENT
AND VOTE IN ONE OF FOUR WAYS:

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to see which voting methods are available to you.

Vote in Advance of the Meeting
	INTERNET	BY TELEPHONE	BY MAIL
	Vote your shares at	Call toll-free number	Sign, date, and return your proxy
	www.proxyvote.com.	1-800-690-6903.	card in the enclosed envelope
	Have your Notice, voting instruction
	form, or proxy card for the 16-digit
	control number needed to vote.
Vote Online During the Meeting

	INTERNET
	See page 80 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting.com/GOOGL21

This Notice of 2021 Annual Meeting of Stockholders, proxy statement, and form of proxy card are being distributed and made available on or about April 23, 2021.

In this proxy statement, the words “Alphabet,” the “company,” “we,” “our,” “ours,” “us,” and similar terms refer to Alphabet Inc. and its consolidated subsidiaries, unless the context indicates otherwise, and the word “Google” refers to Google LLC, a wholly owned subsidiary of Alphabet.

ALPHABET • 2021 PROXY STATEMENT

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This proxy statement and our 2020 Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at https://abc.xyz/investor/other/annual-meeting/.

ALPHABET • 2021 PROXY STATEMENT

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of Alphabet under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (Exchange Act), the sections of this proxy statement titled “Report of the Audit and Compliance Committee of the Board of Directors” (to the extent permitted by the rules of the U.S. Securities and Exchange Commission (SEC)) and “Executive Compensation—Leadership Development and Compensation Committee Report” shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing.

The content of any websites named, hyperlinked, or otherwise referenced in this proxy statement are not incorporated by reference into this proxy statement on Schedule 14A or in any other report or document we file with the SEC, and any references to such websites are intended to be inactive textual references only.

ALPHABET • 2021 PROXY STATEMENT

2021 PROXY STATEMENT SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT. THIS SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER, AND YOU SHOULD READ THE ENTIRE PROXY STATEMENT CAREFULLY BEFORE VOTING.

—	ANNUAL MEETING OF STOCKHOLDERS


Time and Date:	Virtual Meeting Access:	Record Date:
9:00 a.m., Pacific Time, on Wednesday, June 2, 2021	Alphabet stockholders (or their proxy holders) can participate in and vote at our Annual Meeting by visiting www. virtualshareholdermeeting.com/GOOGL21 and entering the 16-digit control number included in the Notice, voting instruction form, or proxy card	April 6, 2021

All others may view the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.

Voting: Holders of Class A or Class B common stock as of the Record Date are entitled to vote. Each share of Class A common stock is entitled to one (1) vote with respect to each director nominee and one (1) vote with respect to each of the proposals to be voted on. Each share of Class B common stock is entitled to ten (10) votes with respect to each director nominee and ten (10) votes with respect to each of the proposals to be voted on. The holders of the shares of Class A common stock and Class B common stock are voting as a single class on all matters. Holders of Class C capital stock have no voting power as to any items of business that will be voted on at the Annual Meeting.

Participating in the Annual Meeting: Our Annual Meeting will be accessible through the Internet only. We have adopted a virtual format for our Annual Meeting to make participation accessible for stockholders from any geographic location with internet connectivity. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings while further enhancing the online experience available to all stockholders regardless of their location.

You are entitled to participate in the Annual Meeting only if you were a holder of Class A or Class B common stock as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/GOOGL21, you must enter the 16-digit control number found in the box marked by the arrow for postal mail recipients of the Notice, voting instruction form, or the proxy card, or within the body of the email for electronic delivery recipients.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 30 minutes before the Annual Meeting on June 2, 2021. If you have difficulty accessing the meeting, please call 1-844-986-0822 (toll free) or 1-303-562-9302 (international). We will have technicians available to assist you.

We will also make the Annual Meeting viewable to anyone interested through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR.

ALPHABET • 2021 PROXY STATEMENT

—	VOTING MATTERS AND VOTE RECOMMENDATIONS

Proposal		Alphabet Board Voting Recommendation	Page Reference (for more detail)
MANAGEMENT PROPOSALS:
(1)	Election of eleven directors	FOR each nominee	53
(2)	Ratification of the appointment of Ernst & Young LLP as Alphabet’s independent registered public accounting firm for the fiscal year ending December 31, 2021	FOR	54
(3)	Approval of Alphabet’s 2021 Stock Plan	FOR	55
STOCKHOLDER PROPOSALS:
(4)	Stockholder proposal regarding equal shareholder voting	AGAINST	61
(5)	Stockholder proposal regarding the nomination of human rights and/or civil rights expert to the board	AGAINST	63
(6)	Stockholder proposal regarding a report on sustainability metrics	AGAINST	65
(7)	Stockholder proposal regarding a report on takedown requests	AGAINST	67
(8)	Stockholder proposal regarding a report on whistleblower policies and practices	AGAINST	69
(9)	Stockholder proposal regarding a report on charitable contributions	AGAINST	71
(10)	Stockholder proposal regarding a report on risks related to anticompetitive practices	AGAINST	73
(11)	Stockholder proposal regarding a transition to a public benefit corporation	AGAINST	75

Vote in Advance of the Meeting		Vote Online During the Meeting

	Vote your shares at www.proxyvote.com. Have your Notice, voting instruction form, or proxy card for the 16-digit control number needed to vote.		See page 80 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting. com/GOOGL21

	Call toll-free number 1-800-690-6903.

	Sign, date, and return the enclosed proxy card or voting instruction form.

ALPHABET • 2021 PROXY STATEMENT

—	CORPORATE GOVERNANCE

We are committed to a corporate governance structure that promotes long-term stockholder value creation by providing effective leadership and Board of Directors composition while providing our stockholders with both the opportunity to provide direct feedback and key substantive rights to ensure accountability. Our Board of Directors believes that having a mix of directors with complementary qualifications, expertise, experience, and attributes is essential to meeting its oversight responsibility, representing the best interests of our stockholders, and providing practical insights and diverse perspectives.

Effective Board Oversight

	Declassified Board with all members standing for election annually
	Majority voting standard for elections of directors
	Independent Chair of the Board, separate from Chief Executive Officer role
	Fully independent Audit and Compliance Committee, Leadership Development and Compensation Committee, and Nominating and Corporate Governance Committee
	Diverse Board in terms of gender, race, experience, skills, and tenure
	Regular executive sessions of independent directors
	Annual Board and Committee evaluations
	Review of each Committee Chair at least every three years
	Orientation and continuing education programs for directors
	Minimum stock ownership requirements for directors and executive officers

ALPHABET • 2021 PROXY STATEMENT

—	EXECUTIVE COMPENSATION

We design our executive officer compensation programs to attract and retain the world’s best talent, support Alphabet’s culture of innovation and performance, and align employee and stockholder interests. We achieve our objectives through compensation that:

Sound Program Design

	Provides a competitive total pay opportunity
	Consists primarily of stock-based compensation, including performance stock awards with payout based on long-term company performance, aligning executives’ interests with stockholders
	Enhances long-term focus through multi-year vesting of stock awards
	Does not encourage unnecessary and excessive risk taking

Our leading practices in executive compensation include:

Best Practices in Executive Compensation

	Minimum stock ownership requirements
	No excessive perquisites (no executive-only club memberships or medical benefits)
	No employment contracts or change in control benefits
	A policy prohibiting pledging and hedging ownership of Alphabet stock
	No executive-only retirement programs

ALPHABET • 2021 PROXY STATEMENT

—	2021 DIRECTOR NOMINEES

The following table provides summary information about each director nominee as of April 23, 2021.

Director

Membership on
Standing Committees

Name

Since

Occupation

Experience/Qualification

Independent

ACC

LDCC

NCGC

Larry Page

1998

Co-Founder

Leadership, Technology, Global

Sergey Brin

1998

Co-Founder

Leadership, Technology, Global

Sundar Pichai

2017

Chief Executive Officer, Alphabet and Google

Leadership, Technology, Global

John L. Hennessy^†

2004

Former President of Stanford University

Leadership, Education, Technology

Frances H. Arnold

2019

Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at California Institute of Technology

Leadership, Education, Science

L. John Doerr

1999

General Partner and Chairman of Kleiner Perkins

Leadership, Technology, Finance, Global, Industry

Roger W. Ferguson Jr.

2016

President and Chief Executive Officer of TIAA⁽¹⁾

Leadership, Finance, Global

Ann Mather

2005

Former Executive Vice President and Chief Financial Officer of Pixar

Leadership, Finance, Global

Alan R. Mulally

2014

Former Chief Executive Officer and President of Ford Motor Company

Leadership, Finance, Global, Industry

K. Ram Shriram

1998

Managing Partner of Sherpalo Ventures

Leadership, Technology, Finance, Global, Industry

Robin L. Washington

2019

Former Executive Vice President and Chief Financial Officer of Gilead Sciences

Leadership, Technology, Finance, Global, Industry

ACC	Audit and Compliance Committee
LDCC	Leadership Development and Compensation Committee
NCGC	Nominating and Corporate Governance Committee
EC	Executive Committee
	Committee Chair
	Audit Committee Financial Expert
†	Chair of the Board of Directors
⁽¹⁾	Roger has announced his plan to retire as President and Chief Executive Officer of TIAA effective May 2021

—	AUDITORS

We are asking our stockholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. Set forth below is summary information with respect to the fees paid or accrued by us for the audit and other services provided by Ernst & Young LLP during 2019 and 2020 (in thousands).

	2019 ($)		2020 ($)
Audit Fees		20,112		21,718
Audit-Related Fees		7,185		6,652
Tax Fees		1,944		988
Other Fees		608		1,871
TOTAL FEES		29,848		31,229

ALPHABET • 2021 PROXY STATEMENT

Table of Contents

PROXY SUMMARY			9
	CORPORATE GOVERNANCE	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	16
		DIRECTORS AND EXECUTIVE OFFICERS	17
		CORPORATE GOVERNANCE AND BOARD MATTERS	22
		Board Meetings	22
		Board Leadership Structure	22
		Board Committees	22
		Director Independence	27
		Compensation Committee Interlocks and Insider Participation	27
		Consideration of Director Nominees	27
		Management Succession Planning	29
		Board’s Role in Risk Oversight	30
		Executive Sessions	30
		Outside Advisors	30
		Board Effectiveness	31
		Communications with the Board of Directors	31
		COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	32
		DELINQUENT SECTION 16(A) REPORTS	33
		CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	34
		RELATED PARTY TRANSACTIONS POLICY AND PROCEDURE	34
		RELATED PARTY TRANSACTIONS	35
	DIRECTOR AND EXECUTIVE COMPENSATION	DIRECTOR COMPENSATION	37
		BOARD COMPENSATION ARRANGEMENTS FOR NON-EMPLOYEE DIRECTORS	37
		DIRECTOR COMPENSATION FOR 2020	38
		EXECUTIVE COMPENSATION	39
		COMPENSATION DISCUSSION AND ANALYSIS	39
		Overview	39
		Section 1–Executive Summary	39
		Section 2–Determining Competitive Levels of Pay	40
		Section 3–Elements of Pay and Fiscal Year 2020 Pay Decisions	40
		Section 4–Other Compensation Information	41

		LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT	43
		SUMMARY COMPENSATION TABLE	44
		GRANTS OF PLAN-BASED AWARDS IN 2020	45
		DESCRIPTION OF PLAN-BASED AWARDS	45

		OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END	46

		OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2020	47

		POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	47
		ALPHABET CEO PAY RATIO	48
		EQUITY COMPENSATION PLAN INFORMATION	49
	AUDIT MATTERS	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	50
		PRINCIPAL ACCOUNTANT FEES AND SERVICES	50
		AUDITOR INDEPENDENCE	50
		PRE-APPROVAL POLICIES AND PROCEDURES	51
		REPORT OF THE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD OF DIRECTORS	52

ALPHABET • 2021 PROXY STATEMENT

	MANAGEMENT AND STOCKHOLDER PROPOSALS	MANAGEMENT PROPOSALS TO BE VOTED ON	53
		PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS	53
		PROPOSAL NUMBER 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	54
		PROPOSAL NUMBER 3 – APPROVAL OF ALPHABET’S 2021 STOCK PLAN	55
		STOCKHOLDER PROPOSALS	59
		PROPOSAL NUMBER 4 – STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING	61
		PROPOSAL NUMBER 5 – STOCKHOLDER PROPOSAL REGARDING NOMINATION OF HUMAN RIGHTS AND/OR CIVIL RIGHTS EXPERT TO BOARD	63
		PROPOSAL NUMBER 6 – STOCKHOLDER PROPOSAL REGARDING REPORT ON SUSTAINABILITY METRICS	65
		PROPOSAL NUMBER 7 – STOCKHOLDER PROPOSAL REGARDING REPORT ON TAKEDOWN REQUESTS	67
		PROPOSAL NUMBER 8 – STOCKHOLDER PROPOSAL REGARDING REPORT ON WHISTLEBLOWER POLICIES AND PRACTICES	69
		PROPOSAL NUMBER 9 – STOCKHOLDER PROPOSAL REGARDING REPORT ON CHARITABLE CONTRIBUTIONS	71
		PROPOSAL NUMBER 10 – STOCKHOLDER PROPOSAL REGARDING REPORT ON RISKS RELATED TO ANTICOMPETITIVE PRACTICES	73
		PROPOSAL NUMBER 11 – STOCKHOLDER PROPOSAL REGARDING A TRANSITION TO A PUBLIC BENEFIT CORPORATION	75
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING	78
		PROXY MATERIALS	78
		VOTING INFORMATION	79
		PARTICIPATING IN THE ANNUAL MEETING	82
		STOCKHOLDER PROPOSALS, DIRECTOR NOMINATIONS, AND RELATED BYLAW PROVISIONS	83
APPENDIX A: ALPHABET INC. 2021 STOCK PLAN			A-1
INFORMATION CONCERNING ALPHABET’S ANNUAL MEETING OF STOCKHOLDERS			A-9

Name	Age	Position
Larry Page	48	Co-Founder and Director
Sergey Brin	47	Co-Founder and Director
Sundar Pichai	48	Chief Executive Officer, Alphabet and Google, and Director
John L. Hennessy	68	Chair of the Board
Frances H. Arnold	64	Director
L. John Doerr	69	Director
Roger W. Ferguson Jr.	69	Director
Ann Mather	61	Director
Alan R. Mulally	75	Director
K. Ram Shriram	64	Director
Robin L. Washington	58	Director
Ruth M. Porat	63	Senior Vice President, and Chief Financial Officer, Alphabet and Google
Prabhakar Raghavan	60	Senior Vice President, Google
Philipp Schindler	50	Senior Vice President, Chief Business Officer, Google
Kent Walker	60	Senior Vice President, Global Affairs, and Chief Legal Officer, Google; Corporate Secretary, Alphabet

LARRY PAGE
Director since: 1998 Co-Founder	Larry Page is one of Google’s Co-Founders and has served as a member of our Board of Directors since its inception in September 1998. Larry 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.

SERGEY BRIN
Director since: 1998 Co-Founder	Sergey Brin is one of Google’s Co-Founders and has served as a member of our Board of Directors since its inception in September 1998. Sergey 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.

SUNDAR PICHAI
Director since: 2017 Chief Executive Officer, Alphabet and Google	Sundar Pichai, Chief Executive Officer of Alphabet since December 2019 and Google since October 2015, has served as a member of our Board of Directors since July 2017. Sundar previously 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. Since joining Google in April 2004, Sundar has held various positions, including Google’s Senior Vice President, Chrome and Apps; Senior Vice President, Chrome; and Vice President, Product Management. Prior to joining Google, Sundar worked in engineering and product management at Applied Materials, Inc., a semiconductor company, and in management consulting at McKinsey & Company, a management consulting firm. Sundar holds a Bachelor of Engineering degree with honors in metallurgical engineering from the Indian Institute of Technology Kharagpur, a Master of Science degree in materials science and engineering from Stanford University, and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania.

JOHN L. HENNESSY
Director since: 2004	John L. Hennessy has served as a member of our Board of Directors since April 2004 and as Chair of the Board of Directors 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 was previously a director and a member of the nominating and governance committee and acquisition committee of Cisco Systems, Inc., a networking equipment company, from January 2002 to December 2018. He also serves as a trustee of the Gordon and Betty Moore Foundation and as a director of the Chan Zuckerberg Biohub. 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.

FRANCES H. ARNOLD
Director since: 2019	Frances H. Arnold has served as a member of our Board of Directors since December 2019. Frances manages a research group, is the Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry, and is a 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. She has been appointed co-chair of the President’s Council of Advisors on Science & Technology by President Biden. 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 is an elected member of all three U.S. National Academies of Science, Medicine, and Engineering, as well as the American Academy of Arts and Sciences. Frances has been a member of the board of directors of Illumina, Inc., a provider of integrated systems for the analysis of genetic variation and biological function, since 2016, and serves as chair of its science and technology committee and as a member of the nominating and corporate governance committee. 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.

L. JOHN DOERR
Director since: 1999	L. John Doerr has served as a member of our Board of Directors since May 1999. John has been a General Partner of Kleiner Perkins, a venture capital firm, since August 1980. John has been a member of the board of directors of Amyris, Inc., a renewable products company, since May 2006, and serves as chair of its nominating and governance committee; Coursera Inc., a provider of learning platform, since December 2011, and serves on its nominating and corporate governance committee; DoorDash, Inc., a logistics platform company, since March 2015, and serves as chair of its nominating and governance committee; and QuantumScape Corporation, a breakthrough battery company, since December 2010, and serves as chair of its nominating and governance committee. John was previously a director of Bloom Energy Corporation, a green energy company, from May 2002 to April 2021, and a director of Zynga, Inc., a provider of social game services, from April 2013 to May 2017. John holds a Bachelor of Science degree in electrical engineering, a Master of Science degree in electrical engineering from Rice University, and a Master of Business Administration degree from Harvard Business School.

ROGER W. FERGUSON JR.
Director since: 2016	Roger W. Ferguson Jr. has served as a member of our Board of Directors since June 2016. Roger has served as the President and Chief Executive Officer of TIAA, a major financial services company, since April 2008, and has announced his plan to retire effective 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 has been a member of the board of directors of General Mills, Inc., a manufacturer and marketer of branded consumer foods, since December 2015, and serves as chair of its finance committee and as a member of its corporate governance committee; and International Flavors & Fragrances, Inc., a creator of flavors and fragrances, since April 2010, and serves as chair of its compensation committee. Roger is also a member of the Smithsonian Institution’s Board of Regents and serves on the New York State Insurance Advisory Board. He is a fellow of the American Academy of Arts and Sciences and co-chairs its Commission on the Future of the Undergraduate Education. He is currently Chairman of the Conference Board and serves on the boards of the American Council of Life Insurers, the Institute for Advanced Study, the Memorial Sloan Kettering Cancer Center, and Teachers College of Columbia University. He is a fellow of the American Philosophical Society and a member of the Economic Club of New York, the Council on Foreign Relations, and the Group of Thirty. Roger holds a Bachelor of Arts degree in economics, a Doctoral degree in economics, and a Juris Doctor degree, all from Harvard University.

ANN MATHER
Director since: 2005	Ann Mather has served as a member of our Board of Directors since November 2005. Ann has been a member of the board of directors of Airbnb, Inc., a home sharing platform company, since August 2018, and serves as chair of its audit committee; Arista Networks, Inc., a computer networking company, since June 2013, and serves as chair of its audit committee; Bumble Inc., a social network company, since March 2020, and serves as its nonexecutive chair of the board; and Netflix, Inc., a streaming media company, since July 2010, and serves as chair of its audit committee. Ann has also been an independent trustee to the Dodge & Cox Funds board of trustees since May 2011. Ann was previously a director of Glu Mobile Inc., a publisher of mobile games, from September 2005 to February 2021, and a director of Shutterfly, Inc., an internet-based image publishing company, from May 2013 to September 2019. From 1999 to 2004, Ann was Executive Vice President and Chief Financial Officer of Pixar, a computer animation film studio. Prior to her service at Pixar, Ann was Executive Vice President and Chief Financial Officer of Village Roadshow Pictures, the film production division of Village Roadshow Limited. Ann holds a Master of Arts degree from Cambridge University in England, is an honorary fellow of Sidney Sussex College, Cambridge, and is a chartered accountant.

ALAN R. MULALLY
Director since: 2014	Alan R. Mulally has served as a member of our Board of Directors since July 2014. Alan served as President and Chief Executive Officer of Ford Motor Company, a global automotive company, from September 2006 through June 2014. Alan was previously a director of Ford and served on its finance committee from September 2006 through June 2014. From March 2001 to September 2006, Alan served as Executive Vice President of the Boeing Company and President and Chief Executive Officer of Boeing Commercial Airplanes, Inc. He also was a member of the Boeing Executive Council. Prior to that time, he served as President of Boeing’s space and defense business. Alan served as co-chair of the Washington Competitiveness Council and sat on the advisory boards of NASA, the University of Washington, the University of Kansas, the Massachusetts Institute of Technology, and the U.S. Air Force Scientific Advisory Board. He is a member of the U.S. National Academy of Engineering and a fellow of England’s Royal Academy of Engineering. Alan holds a Bachelor of Science and Master of Science degrees in aeronautical and astronautical engineering from the University of Kansas, and a Master of Science degree in management from the Massachusetts Institute of Technology as a 1982 Alfred P. Sloan fellow.

K. RAM SHRIRAM
Director since: 1998	K. Ram Shriram has served as a member of our Board of Directors since September 1998. Ram 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 is a board member on the Stanford Health Care Board of Trustees, as well as a member of the Council on Foreign Relations. Ram holds a Bachelor of Science degree in mathematics from the University of Madras, India.

ROBIN L. WASHINGTON
Director since: 2019	Robin L. Washington has served as a member of our Board of Directors since April 2019. Robin served as the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, from May 2008 to 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. Robin also served as Senior Vice President and Corporate Controller of PeopleSoft along with several other senior financial roles at the company 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 & Touche. Robin has been a member of the board of directors of Honeywell International, Inc., a diversified technology and manufacturing company, since April 2013, and serves as a member of its audit committee; salesforce.com, inc., a provider of customer relationship management technology, since September 2013, and serves as chair of its audit committee; and Vertiv Holdings Co., a provider of digital infrastructure technology, since February 2020, and serves as a member of its audit committee. Robin also serves on the Board of Visitors, Graziadio School of Business and Management, Pepperdine University; the President’s Council & Ross Business School Advisory Board, University of Michigan; and the UCSF Benioff Children’s Hospital Oakland Board of Directors. Robin holds a Bachelor of Arts degree in Business Administration from the University of Michigan, a Master of Business Administration degree from Pepperdine University, and is a certified public accountant.

RUTH M. PORAT
Senior Vice President, Chief Financial Officer, Alphabet and Google	Ruth M. Porat joined Google as Senior Vice President and Chief Financial Officer in May 2015 and held the same title at Alphabet since it was created in October 2015. She is responsible for Finance, Business Operations and Real Estate & Workplace Services. Prior to joining Google, Ruth was Executive Vice President and Chief Financial Officer of Morgan Stanley, and held roles there that included Vice Chairman of Investment Banking, Co-Head of Technology Investment Banking, and Global Head of the Financial Institutions Group. Ruth has been a member of the board of directors of The Blackstone Group Inc., a financial services company, since June 2020, and serves as a member of its audit committee. Ruth also serves as a member of the board of directors of Stanford Management Company, the board of directors of the Council on Foreign Relations, a member of the advisory council of the Hutchins Center on Fiscal and Monetary Policy at the Brookings Institution, and a member of the Economic Strategy Group at the Aspen Institute. Ruth holds a Bachelor of Arts degree from Stanford University, a Master of Science degree from The London School of Economics, and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania.

PRABHAKAR RAGHAVAN
Senior Vice President, Google	Prabhakar Raghavan has served as Senior Vice President of Google since November 2018. He is responsible for Google Search, Assistant, Geo, Ads, Commerce, and Payments products. Previously, he served as Senior Vice President, Ads, from October 2018 to June 2020, and as Vice President, Apps, from May 2014 to October 2018. Prior to joining Google in March 2012, Prabhakar founded and led Yahoo! Labs, served as the chief technology officer at Verity, and held various positions over the course of fourteen years at IBM Research. Prabhakar is a member of the National Academy of Engineering; a Fellow of the Association for Computing Machinery and the Institute of Electrical and Electronic Engineers (IEEE), and was a Consulting Professor of Computer Science at Stanford University. In 2009, he was awarded a Laurea honoris causa from the University of Bologna. Prabhakar holds a Bachelor of Technology degree from the Indian Institute of Technology Madras and a Doctoral degree in electrical engineering and computer science from the University of California, Berkeley.

PHILIPP SCHINDLER
Senior Vice President, Chief Business Officer, Google	Philipp Schindler has served as Senior Vice President, Chief Business Officer of Google since August 2015, overseeing global and regional sales activities for Google and YouTube, global technical and consumer support and operations, partnership and business development teams across key product areas. Philipp previously served as Vice President of Global Sales and Operations from January 2012 to July 2015; as President for Northern and Central Europe from June 2009 to January 2012; and as Managing Director, Germany, Switzerland, Austria and Nordics from September 2005 to June 2009. Prior to joining Google, Philipp served as a senior vice president at AOL Germany, and prior to that, Philipp served as the head of marketing at CompuServe in Germany, a subsidiary of AOL Inc. Philipp holds a Diplom Kaufmann (Master of Business Administration) degree with distinction in business administration and management from the European Business School in Oestrich-Winkel, Germany. He is also a scholar of the Studienstiftung des deutschen Volkes, the German Academic Scholarship Foundation.

KENT WALKER
Senior Vice President, Global Affairs, and Chief Legal Officer, Google, and Corporate Secretary, Alphabet	Kent Walker has served as Senior Vice President, Global Affairs, and Chief Legal Officer of Google since June 2018 and Corporate Secretary of Alphabet since January 2020. He oversees teams responsible for content policy, government affairs, legal matters, philanthropy, and responsible innovation. Since joining Google in 2006, he has led Google’s advocacy on competition, content, copyright, and privacy. He previously served as Senior Vice President and General Counsel of Google from December 2010 to 2019 and as Vice President and General Counsel of Google from November 2006 to December 2010. He served as the first chair of the Global Internet Forum to Counter Terrorism and chairs Google’s Advanced Technology Review Council. He previously served as an Assistant U.S. Attorney in San Francisco and Washington D.C. and went on to hold executive positions at Netscape, AOL, and eBay. He currently serves on the Board of Overseers of Harvard University. Kent holds a Bachelor of Arts degree in social studies from Harvard University and a Juris Doctor degree from Stanford Law School.



Investor Relations Alphabet Inc. 1600 Amphitheatre Parkway Mountain View, California 94043	Email: investor-relations@abc.xyz

1.	an Audit and Compliance Committee,
2.	a Leadership Development and Compensation Committee,
3.	a Nominating and Corporate Governance Committee, and
4.	an Executive Committee.

Board of Directors	Audit and Compliance Committee	Leadership Development and Compensation Committee	Nominating and Corporate Governance Committee	Executive Committee
Larry Page
Sergey Brin
Sundar Pichai
John L. Hennessy*
Frances H. Arnold*
L. John Doerr*
Roger W. Ferguson Jr.*
Ann Mather*
Alan R. Mulally*
K. Ram Shriram*
Robin L. Washington⁽¹⁾*

	Member
	Committee Chair
*	Independent Director
(1)	Robin was appointed Chair of the Leadership Development and Compensation Committee effective January 19, 2021.

Audit and Compliance Committee



The main function of our Audit and Compliance Committee is to oversee our accounting and financial reporting processes, oversee our relationship with our independent auditors, provide oversight regarding significant financial matters, and review and discuss with management the company’s major risk exposures. The Audit and Compliance Committee’s responsibilities include: • Selecting, hiring, and compensating our independent auditors. • Approving the audit and non-audit services to be performed by our independent auditors. • Evaluating the qualifications, performance, and independence of our auditors. • Overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters. • Overseeing the risks and exposures associated with (1) financial matters, and in particular, financial strategy, financial reporting, tax, accounting, disclosure, internal control over financial reporting, investment guidelines and credit and liquidity matters; (2) data privacy and security, competition, civil and human rights, sustainability, and reputational risks; and (3) our operations and infrastructure, particularly reliability, business continuity and capacity. • Overseeing the design, implementation, adequacy and effectiveness of internal controls and reviewing the appointment of an internal auditing executive and reviewing any significant issues raised by the internal audit team. • Reviewing with management and the independent auditors our annual audited financial statements, quarterly financial statements, earnings announcements, and other public announcements regarding our results of operations. • Reviewing regulatory filings with management and our independent auditors. • Preparing any report the SEC requires for inclusion in our annual proxy statement. • Obtaining, reviewing, and discussing reports from the independent auditors about all critical accounting policies and practices, alternative treatments of financial information within generally accepted accounting principles, ramifications of their use, and other material written communications between the independent auditors and our management. • Reviewing and approving related party transactions. • Establishing and overseeing processes and procedures for the receipt, retention, and treatment of complaints and confidential and anonymous employee submissions about accounting, internal accounting controls, or audit matters. • Reviewing and approving policies related to insider trading, related party transactions, investments and accounting for marketable securities, hedging, code of conduct, and global commitment and signature authority, and reviewing the implementation and effectiveness of these policies and Alphabet’s overall compliance program. During 2020, the Audit and Compliance Committee held six meetings and acted by unanimous written/electronic consent three times. Our Audit and Compliance Committee currently comprises Ann (Chair), Roger, and Alan, each of whom is a non-employee member of our Board of Directors. Our Board of Directors has determined that each of the directors serving on our Audit and Compliance Committee is independent within the meaning of the rules of the SEC and the Listing Rules of the NASDAQ Stock Market (NASDAQ). The Board of Directors has determined that, based on her professional qualifications and experience described above, Ann is an audit committee financial expert as defined under the rules of the SEC, and that each member of the Audit and Compliance Committee is able to read and understand fundamental financial statements as required by the Listing Rules of NASDAQ.

Leadership Development and Compensation Committee



The purpose of our Leadership Development and Compensation Committee is to oversee our compensation programs for the members of the Board of Directors and our employees.The Leadership Development and Compensation Committee’s responsibilities include: • Reviewing and approving our general compensation strategy. • Establishing annual and long-term performance goals for our senior management. • Conducting and reviewing with our Board of Directors an annual evaluation of the performance of our senior management, as appropriate. • Evaluating the competitiveness of the compensation of our senior management. • Reviewing and approving the selection of our peer companies for the purposes of benchmarking compensation. • Reviewing and approving all salaries, bonuses, equity awards, perquisites, post-service arrangements, stock ownership requirements, and other compensation and benefit plans for Alphabet’s Chief Executive Officer and other members of senior management. • Reviewing and approving the terms of any offer letters, employment agreements, termination agreements or arrangements, change-in-control agreements, indemnification agreements, and other material agreements between us, on the one hand, and our Chief Executive Officer or member of senior management, on the other. • Acting as the administering committee for our stock and bonus plans and for any equity, cash, or similar compensation arrangements that may be adopted by us from time to time. • Providing oversight for our overall compensation plans and benefit programs for employees, monitoring trends in executive and overall compensation, and making recommendations to the Board of Directors with respect to improvements to such plans and programs or the adoption of new plans and programs. • Reviewing and recommending to our Board of Directors for approval compensation programs and stock ownership requirements, as well as salaries, fees, bonuses, and equity awards for the non-employee members of our Board of Directors in conjunction with the Nominating and Corporate Governance Committee. • Reviewing plans for the development, retention, and succession of our senior management. • Reviewing executive education and development programs. • Monitoring total equity usage for compensation and establishing appropriate equity dilution levels. • Reviewing and discussing with management the annual Compensation Discussion and Analysis (CD&A) disclosure and the related narrative and tabular presentations regarding named executive officer compensation and, based on this review and these discussions, making a recommendation to include the CD&A disclosure and the tabular presentations in our annual public filings. • Preparing and approving the annual Leadership Development and Compensation Committee Report to be included in our annual public filings. • Overseeing risks and exposures associated with leadership assessment, management succession planning, and the operation and structure of compensation programs and arrangements, including incentive plans. • Investigating any matters brought to its attention, with full access to all books, records, facilities, and employees. During 2020, the Leadership Development and Compensation Committee held four meetings and acted by unanimous written/electronic consent eleven times. Our Leadership Development and Compensation Committee currently comprises Robin (Chair), L. John Doerr, and Ram, each of whom is a non-employee member of our Board of Directors. Our Board of Directors has determined that each of the directors serving on our Leadership Development and Compensation Committee is independent as defined in the Listing Rules of NASDAQ.

Nominating and Corporate Governance Committee



Our Nominating and Corporate Governance Committee’s purpose is to assist our Board of Directors in identifying individuals qualified to become members of our Board of Directors consistent with criteria set by our Board of Directors and as provided in the Corporate Governance Guidelines, to oversee the evaluation of the Board of Directors and management, and to develop and update our corporate governance principles. The Nominating and Corporate Governance Committee’s responsibilities include: • Evaluating the composition, size, tenure, organization, and governance of the Board of Directors and its committees, determining future requirements, and making recommendations to the Board of Directors about the appointment of directors to our committees, and the selection of chairs of these committees. • Reviewing the chair of each committee at least every three years and making recommendations to the Board of Directors. • Periodically reviewing and recommending to our Board of Directors for approval compensation programs for non-employee members of our Board of Directors in conjunction with the Leadership Development and Compensation Committee. • Reviewing and recommending to our Board of Directors director independence determinations made with respect to continuing and prospective directors. • Reviewing and recommending to the Board of Directors Section 16 officer determinations with respect to our executive officers. • Establishing a policy for considering director nominees for election to our Board of Directors. • Recommending ways to enhance communications and relations with our stockholders. • Evaluating and recommending candidates for election to our Board of Directors consistent with criteria approved by the Board of Directors and as provided by the Corporate Governance Guidelines, including nominees recommended by stockholders and nominees to fill interim vacancies. • Reviewing, and determining whether to recommend that the Board of Directors accept, the resignation of any director who has tendered his or her resignation in accordance with the Corporate Governance Guidelines. • Overseeing our Board of Directors’ performance and annual self-evaluation process and developing continuing education programs for our directors. • Evaluating whether a director who notifies our Board of Directors of a change in job responsibilities continues to satisfy the Board’s membership criteria and independence requirements and recommending action to be taken, if any, with respect to the director. • Evaluating and recommending to the Board of Directors termination of service of individual members of the Board of Directors as appropriate, in accordance with governance principles, for cause or for other proper reasons. • Overseeing risks and exposures associated with director and management succession planning, corporate governance, and overall Board effectiveness. During 2020, the Nominating and Corporate Governance Committee held five meetings and acted by unanimous written consent once. Our Nominating and Corporate Governance Committee currently comprises John L. Hennessy (Chair) and Frances, each of whom is a non-employee member of our Board of Directors. Our Board of Directors has determined that each of the directors serving on our Nominating and Corporate Governance Committee is independent as defined in the Listing Rules of NASDAQ.

Executive Committee



The Executive Committee serves as an administrative committee of the Board of Directors to act upon and facilitate the consideration by senior management and the Board of Directors of certain high-level business and strategic matters. During 2020, the Executive Committee did not hold any meetings. Our Executive Committee currently comprises Larry (Chair), Sergey, and Sundar.

Larry Page	• 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	• 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.
Sundar Pichai	• 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 its strategic vision, management, and operations. • Outside board experience as a former director of Jive Software, Inc.
John L. Hennessy	• Leadership and management experience as former President of Stanford University. • Experience developing technology businesses as founder of MIPS Technologies, Inc. and chief architect of Silicon Graphics Computer Systems, Inc. • Outside board experience as a director of the Chan Zuckerberg Biohub and a former director of Atheros Communications, Inc. and Cisco Systems, Inc.

Frances H. Arnold	• 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. • Recipient of the 2018 Nobel Prize for Chemistry for her work on directed evolution of enzymes. • Outside board experience as a director of Illumina, Inc., and experience as an advisory panel member of David and Lucile Packard Foundation, and vice chair of the board of trustees of Gordon Research Conferences.
L. John Doerr	• Global business leadership as general partner of Kleiner Perkins. • Extensive financial and investment expertise as a venture capitalist. • In-depth knowledge of the technology sector and visionary in the industry. • Outside board experience, including as a director of Amyris, Inc. and Coursera Inc., and a former director of Bloom Energy Corporation, Amazon.com, Inc., Intuit, Inc., and Zynga, Inc. • Experience as a member of the Board of Trustees of the Aspen Institute.
Roger W. Ferguson Jr.	• Global business leadership and extensive financial, capital markets, and management expertise as President and Chief Executive Officer of TIAA. • Outside board experience as a director of TIAA, General Mills, Inc., and International Flavors & Fragrances Inc. • Extensive experience in management consulting and various policy-making roles, including as Vice Chairman of the Board of Governors of the U.S. Federal Reserve System. • Experience as a Chairman of The Conference Board, a trustee of the Institute for Advanced Study, Group of Thirty, Teachers College at Columbia University, and a board member of the Regents of the Smithsonian Institution and a board of overseers member of the Memorial Sloan Kettering Cancer Center.
Ann Mather	• Deemed an “audit committee financial expert” with over 20 years of experience in finance and operations of technology companies, particularly publicly traded companies with knowledge of complex global financial and business matters. • Global business leadership and extensive financial experience as former Executive Vice President and Chief Financial Officer of Pixar. • Outside board and audit committee experience as a director of Airbnb, Inc., Arista Networks, Inc., Bumble Inc., Netflix, Inc., and a former director of Central European Media Enterprises Group, Glu Mobile Inc., Shutterfly, Inc. and Solazyme, Inc.
Alan R. Mulally	• Global business leadership and extensive financial and management expertise as former President and Chief Executive Officer of Ford Motor Company, Executive Vice President of the Boeing Company, and President and Chief Executive Officer of Boeing Commercial Airplanes, Inc. • Valuable experience in addressing issues ranging from corporate strategy, operational excellence, governance, and sales and marketing. • Outside board experience as a trustee of the Mayo Clinic and a former director of Ford Motor Company.
K. Ram Shriram	• Global business leadership as founder and managing partner of Sherpalo Ventures, 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. • Experience as a former Vice Chair of the Board of Trustees of Stanford University, a board member on the Stanford Health Care Board of Trustees, as well as a member of the Council on Foreign Relations, a director of Magic Bus, and a charter member of The lndUs Entrepreneurs. • Outside board experience as a director of several private companies.
Robin L. Washington	• 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. • Outside board experience as a director of Honeywell International, Inc., salesforce.com, inc., and Vertiv Holdings Co. • Experience as a member of the Advisory Board of the University of Michigan, a member of the Board of Visitors of Graziadio School of Business Management of Pepperdine University, and a member of the Board of UCSF Benioff Children’s Hospital.

Board/Committee		Primary Areas of Risk Oversight
Full Board		Strategic, financial, and execution risks and exposures associated with our business strategy, product innovation, sales roadmap, policy matters, significant litigation and regulatory exposures, and other current matters that may present material risk to our financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures, and data privacy, including cybersecurity.
Audit and Compliance Committee		Risks and exposures associated with (1) financial matters, in particular, financial strategy, financial reporting, tax, accounting, disclosure, internal control over financial reporting, investment guidelines and credit and liquidity matters; (2) data privacy and security, competition, legal, regulatory, compliance, civil and human rights, sustainability, and reputational risks; and (3) our operations and infrastructure, particularly reliability, business continuity, and capacity.
Leadership Development and Compensation Committee		Risks and exposures associated with leadership assessment, management succession planning, and the operation and structure of executive compensation programs and arrangements, including incentive plans.
Nominating and Corporate Governance Committee		Risks and exposures associated with director and management succession planning, corporate governance, and overall board effectiveness.

•	Each person whom we know beneficially owns more than five percent of our Class A common stock or Class B common stock.
•	Each of our directors and nominees for the Board of Directors.
•	Each of our named executive officers (see the section titled “Executive Compensation” beginning on page 39 of this proxy statement).
•	All of our directors and executive officers as a group.

	Voting Shares Beneficially Owned
	Class A Common Stock		Class B Common Stock		Total Voting
Name of Beneficial Owner	Shares	%	Shares	%	Power⁽¹⁾%
Executive Officers and Directors
Larry Page	—	—	19,952,558	43.5	26.3
Sergey Brin	—	—	19,168,466	41.8	25.3
Sundar Pichai⁽²⁾	15,228	*	—	—	*
Ruth M. Porat⁽³⁾	1,403	*	—	—	*
Prabhakar Raghavan	—	—	—	—	—
Philipp Schindler	—	—	—	—	—
Kent Walker	—	—	—	—	—
Frances H. Arnold	—	—	—	—	—
L. John Doerr⁽⁴⁾	145,594	*	1,117,447	2.4	1.5
Roger W. Ferguson Jr.	—	—	—	—	—
John L. Hennessy⁽⁵⁾	3,243	*	—	—	*
Ann Mather	836	*	—	—	*
Alan R. Mulally	—	—	—	—	—
K. Ram Shriram⁽⁶⁾	144,037	*	—	—	*
Robin L. Washington	—	—	—	—	—
All executive officers and directors as a group (15 persons)	310,341⁽⁷⁾	*	40,238,471	87.8	53.1

(1)	Percentage total voting power represents voting power with respect to all shares of our Class A common stock and Class B common stock, voting together as a single class. Each holder of Class B common stock is entitled to ten (10) votes per share of Class B common stock, and each holder of Class A common stock is entitled to one (1) vote per share of Class A common stock on all matters submitted to our stockholders for a vote. The Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as may otherwise be required by law. The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis upon written notice to the transfer agent.
(2)	Includes 8,646 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable.
(3)	Consists of 1,403 shares of Class A common stock held by the Passfield Hall Foundation Inc. Ruth and her spouse are officers of the Passfield Hall Foundation Inc. and share voting and investment authority of the shares held by the Foundation. The address for the Passfield Hall Foundation Inc. is 1251 Avenue of the Americas, 9th Floor, New York, New York 10020-1104.
(4)	Includes 11,728 shares of Class A common stock held by The Austin 1999 Trust; 11,728 shares of Class A common stock held by The Hampton 1999 Trust; 118,653 shares of Class A common stock held by The Benificus Foundation; and 1,117,447 shares of Class B common stock held by Vallejo Ventures Trust. John is a trustee of The Austin 1999 Trust and The Hampton 1999 Trust and has voting and investment authority over the shares held by these trusts. John disclaims any pecuniary interest in these trusts. John is an officer and trustee of the Benificus Foundation and shares the investment authority over the shares held by the Benificus Foundation. John disclaims any pecuniary interest in the Benificus Foundation. John is a trustee of Vallejo Ventures Trust and shares voting and investment authority over the shares held by such trust. The address for The Austin 1999 Trust and The Hampton 1999 Trust is c/o Kleiner Perkins, 2750 Sand Hill Road, Menlo Park, California 94025. The address for The Benificus Foundation and Vallejo Ventures Trust is 751 Laurel Street, #717, San Carlos, California 94070.
(5)	Consists of 3,243 shares of Class A common stock held by the Hennessy 1993 Revocable Trust. John is a trustee of the Hennessy 1993 Revocable Trust and has voting and investment authority over the shares held by the Trust. The address for the Hennessy 1993 Revocable Trust is 580 Lomita Drive, Stanford, California 94305.
(6)	Includes 63,041 shares of Class A common stock held by Ram’s spouse and 16,884 shares of Class A common stock held by Janket Ventures Limited Partnership. Ram has voting and investment authority over the shares held by Janket Ventures Limited Partnership. The address for Janket Ventures L.P. is 2200 Geng Road, Suite 100, Palo Alto, California 94303.
(7)	Consists of 301,695 shares of Class A common stock and 8,646 shares of Class A common stock issuable upon exercise of options that are fully vested and exercisable.
(8)	Based on the most recently available Schedule 13G/A filed with the SEC on January 29, 2021 by BlackRock, Inc. BlackRock, Inc., a parent holding company through certain of its subsidiaries, beneficially owned 20,332,319 shares of Class A common stock, with sole voting power over 17,468,400 shares, and sole dispositive power over 20,332,319 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.
(9)	Based on the most recently available Schedule 13G/A filed with the SEC on February 16, 2021 by Eric E. Schmidt and The Schmidt Family Living Trust. Includes 353,074 shares of Class B common stock held by the Schmidt Investments L.P. of which the Schmidt Family Living Trust is the sole general partner; and 2,386,199 shares of Class B common stock held by the Schmidt Family Living Trust of which Eric is a co-trustee. The address for the Schmidt Investments L.P. and the Schmidt Family Living Trust is 555 Bryant Street #347, Palo Alto, California 94301.
(10)	Based on the most recently available Schedule 13G/A filed with the SEC on February 10, 2021 by The Vanguard Group. The Vanguard Group, an investment adviser, beneficially owned through certain of its subsidiaries 22,841,117 shares of Class A common stock, with shared voting power over 523,977 shares, sole dispositive power over 21,497,310 shares, and shared dispositive power over 1,343,807 shares. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

•	a member of the Board of Directors (or a nominee to the Board of Directors);
•	an executive officer;
•	any person who is known to be the beneficial owner of more than five percent of any class of our voting securities;
•	any immediate family member of any of the persons listed above and any person (other than a tenant or employee) sharing the household of such persons; or
•	any firm, corporation, partnership, or other entity in which any of the persons listed above is a general partner or principal or in a similar position or in which any of the persons listed above has a five percent or greater beneficial ownership interest.

•	the benefits to us of the transaction;
•	the nature of the related party’s interest in the transaction;
•	whether the transaction would impair the judgment of a director or executive officer to act in the best interests of Alphabet and our stockholders;
•	the potential impact of the transaction on a director’s independence; and
•	whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	All Other Compensation ($)	Total ($)
Frances H. Arnold⁽²⁾	38,248	1,188,057	—	1,226,305
Sergey Brin⁽³⁾	—	—	1	1
L. John Doerr⁽⁴⁾	75,000	352,320	—	427,320
Roger W. Ferguson Jr.⁽⁵⁾	75,000	352,320	—	427,320
John L. Hennessy⁽⁶⁾	100,000	503,314	—	603,314
Ann Mather⁽⁴⁾	100,000	352,320	—	452,320
Alan R. Mulally⁽⁴⁾	75,000	352,320	—	427,320
Larry Page⁽³⁾	—	—	1	1
K. Ram Shriram⁽⁴⁾	75,000	352,320	—	427,320
Robin L. Washington⁽⁷⁾	75,000	352,320	—	427,320

(1)	The amounts in the Stock Awards column reflect the aggregate grant date fair value of GSUs granted to directors in 2020 calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 (Compensation – Stock Compensation). The grant date fair value of GSUs granted to the non-employee directors on July 1, 2020 (GSU grant following the 2020 Annual Meeting of Stockholders) was $1,438.04 per share.
(2)	Frances was appointed to serve as a member of our Board of Directors and the Nominating and Corporate Governance Committee effective December 7, 2019. In connection with her appointment, she received our standard initial compensation for new non-employee directors consisting of a $1.0 million GSU grant made January 8, 2020 (the first non-holiday Wednesday of the month following the month of her appointment). On December 31, 2020, there were 828 Class C GSUs outstanding. Frances’ cash retainer was prorated for her period of service.
(3)	Co-Founders Larry and Sergey serve as employee directors and do not receive any compensation for their services as members of our Board of Directors. Their “All Other Compensation” reflects an annual employee salary of $1.
(4)	On December 31, 2020, there were 577 Class C GSUs outstanding.
(5)	On December 31, 2020, there were 576 Class C GSUs outstanding.
(6)	On December 31, 2020, there were 770 Class C GSUs outstanding.
(7)	On December 31, 2020, there were 754 Class C GSUs outstanding.

THE CD&A IS ORGANIZED INTO FOUR SECTIONS:
SECTION 1—EXECUTIVE SUMMARY	39
SECTION 2—DETERMINING COMPETITIVE LEVELS OF PAY	40
SECTION 3—ELEMENTS OF PAY AND FISCAL YEAR 2020 PAY DECISIONS	40
SECTION 4—OTHER COMPENSATION INFORMATION	41

•	Attract and retain the world’s best talent
•	Support our culture of innovation and performance
•	Align employee and stockholder interests

•	High-technology or media company
•	Key talent competitor
•	High-growth, with a minimum of 50% of Alphabet’s revenue and/or headcount growth over the previous two-year period
•	$25 billion or more in annual revenue
•	$100 billion or more in market capitalization

Amazon.com, Inc.	Facebook, Inc.	Netflix, Inc.
Apple Inc.	Intel Corporation	Oracle Corporation
Cisco Systems, Inc.	International Business Machines Corporation	salesforce.com, inc.
Comcast Corporation	Microsoft Corporation	The Walt Disney Company

Named Executive	Number of Shares of Stock or Units Granted⁽¹⁾	Aggregate Target Award Value ($)
Sundar Pichai	—	—
Ruth M. Porat	37,273	46,000,000
Prabhakar Raghavan	40,515	50,000,000
Philipp Schindler	48,617	60,000,000
Kent Walker	37,273	46,000,000

SEC Form DEF 14A filed by Alphabet Inc.