Alphabet Inc
For the period ended Jun 6, 2025. Filed Apr 25, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 6, 2025 · Filed Apr 25, 2025
Contents
Proxy Statement Summary & Highlights
This section highlights selected information and does not contain all of the information that you should consider before voting. You should read the entire proxy statement carefully before voting.
2024 Business Highlights
2024 marked a pivotal year for Alphabet, driven by the impactful integration of our industry-leading AI capabilities into our products, platforms, and services. We made dramatic progress across compute, model performance, and efficiency, fueling rapid product innovation and increased user and developer engagement.The strategic deployment of Gemini models across our core products and platforms has fundamentally enhanced user experiences and empowered our global ecosystem. Our unique full-stack approach to AI innovation, encompassing robust infrastructure, world-class research, and global reach, positions us to operate at scale and lead in the AI era.We remain steadfast in our commitment to disciplined long-term investment, focusing on responsible AI development and the delivery of transformative experiences for our users, advertisers, partners, customers, and developers.
The following graphs compare our Class A and Class C’s cumulative 5-year total stockholder returns on common stock and capital stock, respectively, with the cumulative total returns of the S&P 500 index, the Nasdaq Composite index, and the RDG Internet Composite index.The graphs track the performance of a $100 investment in our common stock and capital stock, respectively, and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024.The returns shown are based on historical results and are not intended to suggest future performance.
*Comparison of Cumulative 5-Year Total Return
Alphabet Inc. Class A Common Stock
Among Alphabet Inc., the S&P 500 Index, the Nasdaq Composite Index, and the RDG Internet Composite Index
*Comparison of Cumulative 5-Year Total Return
Alphabet Inc. Class C Capital Stock
Among Alphabet Inc., the S&P 500 Index, the Nasdaq Composite Index, and the RDG Internet Composite Index
*$100 invested on December 31, 2019 in stock or index, including reinvestment of dividends.
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Alphabet 2025 Proxy Statement 6
| Proxy Statement Summary & Highlights | Corporate Governance | Director and ExecutiveCompensation | Audit Matters | Proposals | Q&A |
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Alphabet’s Board of Directors
Our Board believes that having a mix of directors with complementary qualifications, expertise, experience, backgrounds, and attributes is essential to meeting its multifaceted oversight responsibilities, representing the best interests of our stockholders, and providing practical insights and diverse perspectives.
Our Director Nominees
| 10 | Nominees | 70% | Independent |
| 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 | |||
Alphabet 2025 Proxy Statement 7
| Proxy Statement Summary & Highlights | Corporate Governance | Director and ExecutiveCompensation | Audit Matters | Proposals | Q&A |
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The following table provides summary information about each director nominee as of April 8, 2025.
| 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 |
| 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 |
| (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. |
Alphabet 2025 Proxy Statement 8
| Proxy Statement Summary & Highlights | Corporate Governance | Director and ExecutiveCompensation | Audit Matters | Proposals | Q&A |
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Corporate Governance Highlights
Our corporate governance structure is designed to promote long-term stockholder value creation through the leadership and oversight provided by our thoughtfully and effectively composed Board. Our Board is committed to maintaining alignment with stockholder interests through our strong governance practices and by seeking and incorporating stockholder feedback that informs key areas of focus for our Board and the company each year.
| Board Leadership and Composition | Board and Committee Practices | Stockholder Alignment |
|---|---|---|
| • Independent Chair of the Board, separate from CEO role • 100% independent key committees (ACC, LDICC, NCGC) and committee chairs • Review of each committee chair at least every three years • Board membership criteria established by the Board with consideration of potential director nominee’s integrity, strength of character, judgment, business experience, specific areas of expertise and knowledge of the industries in which the company operates, ability to devote sufficient time to attendance at and preparation for Board meetings, and factors relating to Board composition • Consideration of a range of skills, professional experiences, backgrounds, and viewpoints in evaluating potential director nominees | • Annual Board and committee evaluations • Executive sessions of independent directors for all quarterly Board and committee meetings led by the Chair of the Board and committee chairs, respectively • Director commitment policy, which provides that the maximum number of public company boards directors can serve on is four (including Alphabet Board) • Director orientation and continuing education programs • Committee meetings open to all directors | • Annual election for all directors • Majority voting standard for election of directors • Removal of directors with or without cause • Minimum stock ownership requirements for both executive officers and directors • Channels for stockholder feedback, including via engagements • Board oversight and evaluation of stockholder proposals submitted for consideration at the annual meeting of stockholders • Board to represent the balanced, best interests of the stockholders as a whole |
For more detailed information on Alphabet’s corporate governance and risk oversight framework, see “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters” beginning onpage 24.
Engagement
We proactively engage with our stockholders and other stakeholders throughout the year on a broad range of topics that are of interest and priority to the company and our stockholders. These include business strategy and performance, corporate governance, executive compensation, environmental sustainability, content governance, data privacy and security, human rights, public policy and lobbying, and responsible AI, among other matters.
Our engagement enables us to better understand our stockholders’ priorities and perspectives, gives us an opportunity to elaborate on our initiatives, policies, and practices, and fosters open and constructive dialogue. We share the feedback from these conversations with our Board, which considers these perspectives as part of its evaluation and review of our practices and disclosures.
Alphabet 2025 Proxy Statement 9
| Proxy Statement Summary & Highlights | Corporate Governance | Director and ExecutiveCompensation | Audit Matters | Proposals | Q&A |
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Transparency & Oversight Highlights
At Alphabet, we aim to build technology to help improve the lives of as many people as possible. In pursuing this goal, we develop products and services that we believe have a positive impact on the world and further the long-term interests of our business, stockholders, and stakeholders.
Our Board and its committees provide oversight over a wide range of matters, as part of our overall risk management efforts. Our Board oversees strategic, financial, and execution risks and exposures associated with our business strategy, product innovation, sales roadmap, policy matters, significant litigation and regulatory exposures, among others. Our Board also regularly reviews any risks that have been reviewed, assessed, and escalated to our Board from one or more of its committees. Each of our Board committees is responsible for overseeing risks and related exposures associated with their respective areas of responsibility, including:
| • | Our Audit and Compliance Committee has the primary responsibility for oversight of risks associated with, among other matters, data privacy and security, competition, legal, regulatory, compliance, civil and human rights, and sustainability. |
|---|---|
| • | Our Leadership Development, Inclusion and Compensation Committee oversees leadership development matters and human capital management, including workplace environment and safety, and corporate culture. |
| • | Our Nominating and Corporate Governance Committee oversees risks and exposures associated with director and management succession planning, corporate governance, and overall Board effectiveness. |
For more detailed information on our Board’s and each committee’s risk oversight role, see “Board’s Role in Risk Oversight” onpage 31.
The scale and breadth of our products, services, and operations provide us both an opportunity and a responsibility to manage the company in a responsible way. We have a long track record of transparency, and we are proud of the leadership role the company has played in advancing disclosures on important issues. Visit our About Google website at**https://about.google/company-info/reports/**for additional information and links to key reports across a broad range of topics that we believe are of interest to many of our stockholders and broader stakeholders, including on sustainability; data privacy and security; public policy; human rights; responsible AI; and supplier responsibility.
Executive Compensation Highlights
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.
| Sound Program Design | Pay for Performance | Best Practices in Executive Compensation |
|---|---|---|
| • Competitive total pay opportunity to attract, retain, and motivate leaders • Primarily equity-based compensation with payout aligned to long-term company performance • Multi-year vesting of stock awards • Continuous risk oversight and compensation design features that safeguard against excessive risk taking • Independent compensation consultants who provide guidance on compensation design and risk assessment | • Performance stock awards with payout based on long-term company performance • Performance stock awards include total shareholder return modifier to reward significant positive outperformance of Alphabet relative to the companies comprising the S&P 100 for the applicable performance period | • No change in control benefits • Prohibition of pledging and hedging ownership of Alphabet stock by executive officers, directors, and employees • No executive-only benefit plans or retirement programs • No excessive perquisites |
For more detailed information on Alphabet’s executive compensation philosophy and practices, see “Compensation Discussion and Analysis” beginning onpage 41.
Alphabet 2025 Proxy Statement 10
| Proxy Statement Summary & Highlights | Corporate Governance | Director and ExecutiveCompensation | Audit Matters | Proposals | Q&A |
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Annual Meeting of Stockholders
| Date & Time: Friday, June 6, 2025 9:00 a.m., Pacific Time | Virtual Meeting Access: Alphabet stockholders (or their proxy holders) can participate in and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/GOOGL25 and entering the 16-digit control number included in the Notice, voting instruction form, or proxy card. All others may view a live webcast of the Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/AlphabetIR on June 6, 2025, at 9:00 a.m., Pacific Time. A replay of the Annual Meeting will be available on our Investor Relations YouTube channel for approximately two weeks after the meeting. |
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**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:**We have adopted a virtual format for the Annual Meeting to expand convenient access to, and make participation accessible for, stockholders from any geographic location with internet connectivity. We believe the virtual format encourages attendance and participation by a broader group of stockholders, while also reducing the cost and environmental impact associated with meetings held in-person.
You are entitled to participate in the Annual Meeting 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 atwww.virtualshareholdermeeting.com/GOOGL25, 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 6, 2025. 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.
| Vote in Advance of the Meeting | Online 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. | |
|---|---|---|
| By Telephone Call toll-free number 1-800-690-6903. | ||
| By Mail Sign, date, and return the enclosed proxy card or voting instruction form. | ||
| Vote Online During the Meeting | Online See page 99 for details on voting your shares during the Annual Meeting through www.virtualshareholdermeeting.com/GOOGL25. |
Alphabet 2025 Proxy Statement 11
| Proxy Statement Summary & Highlights | Corporate Governance | Director and ExecutiveCompensation | Audit Matters | Proposals | Q&A |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.