Alphabet : 2026 Proxy Statement
GOOGL
Published on 04/27/2026 at 01:03 am EDT
Alphabet
Notice of 2026 Annual Meeting of Shareholders and Proxy Statement
Dear Shareholders
We are pleased to invite you to participate in our 2026 Annual Meeting of Shareholders (Annual Meeting) to be held on Friday, June 5, 2026, at 9:00 a.m., Pacific Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location.
Alphabet shareholders of Class A or Class B common stock (or their proxy holders) as of the close of business on the record date, April 6, 2026 (Record Date), can participate in and vote at our Annual Meeting by visiting www.virtualshareholdermeeting.com/GOOGL26 and entering the 16-digit control number included in their Notice of Internet Availability of Proxy Materials (Notice), voting instruction form, or proxy card. All others may view a live webcast of our Annual Meeting through our Investor Relations YouTube channel at www.youtube.com/c/ AlphabetIR on Friday, June 5, 2026, at 9:00 a.m.,
Pacific Time.
Further details regarding participation in our 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 2025 Annual Report to Shareholders (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 online 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 online increases the ability of our shareholders to connect with the information they need, while reducing the environmental impact of our Annual Meeting.
Your vote is important. Whether or not you plan to participate in our Annual Meeting, we hope you will vote as soon as possible. You may vote online, 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 and in the Notice you received in the mail. For more information, please see the Questions and Answers section of this proxy statement or visit the Annual Meeting section under the heading "Governance" on our Investor Relations website at https://abc.xyz/investor/annual-meeting/.
Thank you for your ongoing support of, and continued interest in, Alphabet.
Sincerely,
Sundar Pichai
Chief Executive Officer
John L. Hennessy Chair of the Board of Directors
April 24, 2026
Letter from the Chair
of the Board of Directors
Dear Fellow Shareholders,
The past year has been one of substantial progress across Alphabet, and our Board is energized by the innovation and performance we are seeing across the company. As the world increases the pace of AI adoption, Alphabet continues to translate world-leading technologies into helpful tools and trusted experiences for users, businesses, and communities.
The company achieved many impressive milestones in 2025, including introduction of the state-of-the-art Gemini 3 model and launch of agentic capabilities across its products and services. AI is enabling the building of more helpful end-to-end experiences in Search and other core products, deepening relationships between Google Cloud and the businesses who use its infrastructure and products, and helping YouTube creators tell stories with new tools and features that amplify creativity.
Over the last decade, the company has been bringing AI into its products and services. As this defining technology progresses, our Board is actively engaged with management in overseeing Alphabet's multi-layered approach for responsible AI development - an approach fully embedded within its research and product lifecycles.
Looking ahead, our Board continues to be committed to overseeing the company's long-term investments with discipline and rigor. This includes investing responsibly to build cloud and AI infrastructure while expanding energy capacity through innovative solutions. This is enabling the company to build a foundation for AI that delivers meaningful and long-term benefits for the company and local communities worldwide.
Reflecting our Board's commitment to robust oversight, in October, we enhanced our governance framework by establishing a Risk & Compliance Committee. While the Audit Committee has traditionally overseen the company's risk areas, the new committee provides specialized focus on the evolving landscape of regulatory and operational risks. These committee charter updates underscore our mandate to continuously strengthen Alphabet's risk management framework, particularly as our Board evaluates the unique issues posed by emerging technology as broader generative AI comes into view.
The company has performed very well this past year, and our Board is grateful to Sundar and the management team for driving strong performance across Alphabet as well as some of the Other Bets, including Waymo and Wing.
Working in close partnership with the management team, our Board draws on the wide ranging expertise of our directors to help guide Alphabet's strategic direction and maintain strong oversight as it invests across the company and the Other Bets. In our work, our Board and the management team deeply appreciate and benefit from the input of shareholders and all of our stakeholders.
On behalf of my fellow directors, we are incredibly optimistic about Alphabet's future, and we thank you for the trust you have placed in us as we move further into this transformative era together.
Very truly yours,
John L. Hennessy
Chair of the Board of Directors
Notice of 2026 Annual Meeting of Shareholders
Date & Time Friday, June 5, 2026 9:00 a.m., Pacific Time
Virtual Meeting Site https://www.virtualshareholdermeeting.com/GOOGL26
Who Can Vote
Alphabet shareholders of Class A or Class B common stock (or their proxy holders) as of the close of business on April 6, 2026 (Record Date)
Items of Business
Election of directors: Larry Page, Sergey Brin, Sundar Pichai, John L. Hennessy, Frances H. Arnold,
R. Martin "Marty" Chávez, L. John Doerr, Roger W. Ferguson Jr., K. Ram Shriram, and Robin L. Washington
Ratification of appointment of Ernst & Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2026
Approval of the amendment and restatement of Alphabet's Amended and Restated 2021 Stock Plan to increase the share reserve by 200,000,000 shares of Class C capital stock
Alphabet Board Voting Recommendation
FOR
each of the nominees
Advisory vote to approve compensation awarded to named executive officers
AGAINST
Shareholder proposals, if properly presented
each of the shareholder proposals
And to consider such other business as may properly come before our Annual Meeting and any postponements or adjournments thereof.
By order of the Board of Directors,
Sundar Pichai
Chief Executive Officer
John L. Hennessy
Chair of the Board of Directors
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.
Online
Vote your shares at https://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 your proxy card in the enclosed envelope.
Online
See page 101 for details on voting your shares during our Annual Meeting through
https://www.virtualshareholdermeeting.com/GOOGL26.
This Notice of 2026 Annual Meeting of Shareholders, proxy statement, and form of proxy card are being distributed and made available on or about April 24, 2026.
This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our investment and ongoing development of AI, our goals, commitments, and strategies, and our executive compensation program. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in our most recently filed periodic report on Form 10-K and those discussed in other documents we file with the U.S. Securities and Exchange Commission (SEC). We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, which speak as of the date of this proxy statement, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
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.
Important Notice Regarding Internet Availability of Proxy Materials
This proxy statement and our 2025 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at https://abc.xyz/investor/annual-meeting/.
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 Committee of the Board of Directors" (to the extent permitted by the rules of the SEC), "Executive Compensation-Leadership Development, Inclusion and Compensation Committee Report" and "Executive Compensation-Alphabet Pay vs. Performance" shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing.
This proxy statement includes a number of references to websites, website addresses, and additional materials, including reports and blogs, found on those websites. The content of any websites and materials 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 and materials are intended to be inactive textual references only.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
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.
2025 Business Highlights
2025 marked a bold chapter for Alphabet. We continued to embrace a profound platform shift, powered by a full-stack approach to AI that spans infrastructure; world-class research, including models and tooling; and our products and platforms that bring AI to people everywhere. A cornerstone of this progress was the rollout of Ironwood, our seventh-generation Tensor Processing Unit (TPU), which has accelerated model performance and driven operational efficiencies across our ecosystem.
From making Google Search more intuitive to empowering a new era of creators on YouTube, our Gemini models are changing how the world interacts with information. By offering a diverse portfolio of AI accelerators-including our custom TPUs and specialized Graphics Processing Units-we have enabled Google Cloud customers to unlock new growth engines and build for the future. We remain disciplined and focused, investing in responsible AI that delivers transformative experiences for our users, developers, enterprises, and partners worldwide.
The following graphs matches our Class A and Class C's cumulative 5-year total shareholder 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, 2020 to December 31, 2025. 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
$400
$350
$300
$250
$200
$150
$100
$50
$0
12/20 3/21 6/21 9/21 12/21 3/22 6/22 9/22 12/22 3/23 6/23 9/23 12/23 3/24 6/24 9/24 12/24 3/25 6/25 9/25 12/25
$400
$350
$300
$250
$200
$150
$100
$50
$0
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
12/20 3/21 6/21 9/21 12/21 3/22 6/22 9/22 12/22 3/23 6/23 9/23 12/23 3/24 6/24 9/24 12/24 3/25 6/25 9/25 12/25
* $100 invested on December 31, 2020 in stock or index, including reinvestment of dividends.
Copyright© 2026 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
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 shareholders, 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
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
The following table provides summary information about each director nominee as of April 6, 2026.
Membership on
Other
Name Age
Director Since
Standing Committees Independent AC RCC(1) LDICC NCGC EC
Public Boards(2)
Larry Page 53
1998
Sergey Brin 52
1998
Sundar Pichai 53
2017
John L. Hennessy (Chair) 73
2004
Co-Founder
Co-Founder
Chief Executive Officer, Alphabet and Google
Former President of Stanford University
Frances H. Arnold
Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at California Institute of Technology
Partner and Vice Chairman of 62
Sixth Street Partners
2022
0
L. John Doerr 74
1999
1
Roger W. Ferguson Jr.
Chief Investment Officer of 74
Red Cell Partners
2016
2
K. Ram Shriram 69
1998
1
Robin L. Washington
President and Chief Operating and 63
2019
1
R. Martin "Marty" Chávez
69 2019
Chair of Kleiner Perkins
Managing Partner of Sherpalo Ventures
Financial Officer of Salesforce
AC - Audit Committee
RCC - Risk 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) The Risk and Compliance Committee of the Alphabet Board was established in October 2025.
(2) 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.
(3) This includes Frances's directorship at Illumina, Inc. (Illumina). On April 2, 2026, Ilumina announced that Frances will not stand for re-election as a director at the end of her current term and intends to resign from its board of directors, effective at the close of IIumina's 2026 annual meeting of shareholders on May 21, 2026.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Corporate Governance Highlights
Our corporate governance structure is designed to promote long-term shareholder value creation through the leadership and oversight provided by our thoughtfully and effectively composed Board. Our Board is committed to maintaining alignment with shareholder interests through our strong governance practices and by seeking and incorporating shareholder feedback that informs key areas of focus for our Board and the company each year.
Board Leadership and Composition
Board and Committee Practices
Shareholder Alignment
Independent Chair of the Board, separate from CEO role
100% independent key committees (AC, RCC, 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 share ownership requirements for both executive officers and directors
Channels for shareholder feedback, including
via engagements
Board oversight and evaluation of shareholder proposals submitted for consideration
at the annual meeting of shareholders
Board to represent the balanced, best interests of the shareholders 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 on page 24.
Shareholder Engagement
We proactively engage with our shareholders throughout the year on a broad range of topics that are of interest and priority to the company and our shareholders. These include business strategy and performance, corporate governance, executive compensation, risk oversight, shareholder proposals, among other matters.
Our engagement enables us to better understand our shareholders' 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.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Transparency & Oversight Highlights
Our Board and its committees provide oversight over a wide range of matters, as part of our overall risk management framework. 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. In October 2025, our Board further deepened this framework by establishing a Risk and Compliance Committee, which provides a dedicated focus on the evolving regulatory and operational landscape. The division of responsibility is clearly defined across our committees, including:
Our Audit Committee has the primary responsibility for oversight of risks and exposures associated with, among other matters, financial matters and our operations and infrastructure, particularly reliability, business continuity, and capacity.
Our Risk and Compliance Committee assists our Board in its oversight of principal legal, policy, reputational, and operational risks and compliance with applicable laws and regulations.
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" on page 32.
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 the "Additional Information" section of our Investor Relations website at https://abc.xyz/investor/additional-information/ for information and links to key reports across a broad range of topics that we believe are of interest to many of our shareholders.
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 shareholder interests.
Sound Program Design
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
Pay for Performance
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
Best Practices in Executive Compensation
No change in control benefits if equity awards are assumed or substituted by the surviving company
Prohibition of pledging and hedging ownership of Alphabet shares 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 on page 42.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Annual Meeting of Shareholders
Friday, June 5, 2026 9:00 a.m., Pacific Time
April 6, 2026
Alphabet shareholders (or their proxy holders) can participate in and vote at our Annual Meeting by visiting https://www.virtualshareholdermeeting.com/GOOGL26
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 our Annual Meeting through our Investor Relations YouTube channel at https://www.youtube.com/c/AlphabetIR on June 5, 2026, at 9:00 a.m., Pacific Time.
A replay of our Annual Meeting will be available on our Investor Relations YouTube channel for approximately two weeks after the meeting.
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 our Annual Meeting.
Participating in our Annual Meeting: We have adopted a virtual format for our Annual Meeting to expand convenient access to, and make participation accessible for, shareholders from any geographic location with internet connectivity. We believe the virtual format encourages attendance and participation by a broader group of shareholders, while also reducing the cost and environmental impact associated with meetings held in-person.
You are entitled to participate in our 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 our Annual Meeting. To be admitted to our Annual Meeting at https://www.virtualshareholdermeeting.com/GOOGL26, 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 our Annual Meeting before it begins. Online check-in will start approximately 30 minutes before the Annual Meeting on June 5, 2026. If you have difficulty accessing the meeting, please call 1-844-986-0822 (toll free within the U.S., U.S. territories, and Canada) or 1-303-562-9302 (international). We will have technicians available to assist you.
Vote your shares at https://www.proxyvote.com. Have your Notice, voting instruction form, or proxy card for the 16-digit control number needed to vote.
Call toll-free number 1-800-690-6903.
Sign, date, and return the enclosed proxy card or voting instruction form.
See page 101 for details on voting your shares during our Annual Meeting through
https://www.virtualshareholdermeeting.com/GOOGL26.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Voting Matters and Vote Recommendations
Proposal
Alphabet Board Voting
Recommendation
Rationale
Management Proposals:
1 Election of ten directors (page 61)
Slate of highly qualified director nominees with a range of skills,
each
backgrounds, and professional experiences aligned to Alphabet's
nominee
unique and evolving business
2 Ratification of the appointment of
Ernst & Young LLP is an independent accounting firm with the
Ernst & Young LLP as Alphabet's
breadth of expertise and knowledge necessary to effectively
independent registered public
audit Alphabet's financial statements
accounting firm for the fiscal year ending December 31, 2026
(page 62)
All audit and non-audit services provided by Ernst & Young LLP are pre-approved by our Audit Committee
3 Approval of the amendment and
Equity awards granted under Alphabet's Amended and Restated
restatement of Alphabet's
2021 Stock Plan are vital to our ability to attract and retain
Amended and Restated 2021 Stock
outstanding and highly skilled employees
Plan to increase the share reserve
by 200,000,000 shares of Class
C capital stock (page 63)
4 Advisory vote to approve
Our compensation program reflects our philosophy to pay all our
compensation awarded to named
employees, including our named executive officers, in ways to
executive officers (page 68)
(1) attract and retain the world's best talent; (2) support our
culture of innovation and performance; and (3) align employee
and shareholder interests
The proportion of overall pay tied to performance is higher for
employees at more senior levels in the organization, including our
named executive officers, reflecting their opportunity to have
more impact on company performance
Shareholder Proposals:
5 Shareholder proposal regarding
Our existing environmental reporting has long provided detailed
an enhanced disclosure on climate
and extensive information about our climate plans, progress,
goals (page 72)
policies, and practices
We evolve our disclosures to align with best practices,
expectations, and regulatory frameworks
6 Shareholder proposal regarding a
We have a long track record of providing extensive information
report on water usage and AI
and already provide details on our water strategy, risks, policies,
development (page 74)
and usage metrics in our existing environmental reporting
Our water use and management frameworks are designed to
optimize operational resilience and efficiency
We evolve our disclosures to align with best practices and
expectations, including compliance with regulatory frameworks
7 Shareholder proposal regarding
Our current capital structure has provided significant long-term
equal shareholder voting (page 77)
stability and growth, enabling the strategic flexibility necessary
to lead in a highly-competitive technology landscape
Our strong governance framework and independent board
leadership structure help ensure that management remains
accountable to the balanced, best interests of shareholders
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Proposal
Alphabet Board Voting
Recommendation
Rationale
8 Shareholder proposal regarding a viewpoint diversity risk report
Our existing governance framework already promotes a breadth of perspective through a rigorous director selection process
(page 80)
Robust risk oversight is already operationalized through our Board and its standing committees
A prescriptive report focusing on political or ideological metrics would misalign with our focus on business-driven leadership and could hinder our agility and innovation
9 Shareholder proposal regarding a report on politicized content moderation (page 83)
Our content moderation is governed by established, publicly available policies that apply to all users; we maintain full independence in decision-making; and we provide robust oversight and granular disclosure through existing Transparency Reports, making the requested additional report unnecessary
10 Shareholder proposal regarding a report on impact of U.S.
The proposal would undermine our ability to manage our global workforce and talent acquisition strategies
immigration policy (page 85)
We already provide comprehensive public disclosures regarding human capital management, and the requested report could expose sensitive strategic planning data
11 Shareholder proposal regarding a report on data privacy (page 87)
We have implemented a robust, multi-layered framework for data privacy and security through our "secure by default" and "privacy by design" approaches
Our existing, extensive disclosures already provide meaningful transparency regarding government access to data
Our Board and its committees maintain rigorous oversight of legal, regulatory, and reputational risks associated with
data governance
12 Shareholder proposal regarding AI Board oversight (page 90)
The Board as a whole is ultimately responsible for risk oversight at Alphabet, including the strategic, execution, and human rights risks associated with AI
Existing committee structures provide focused, multi-layered oversight of legal, policy, operational, and reputational risks, and those committees report directly to the full Board
Our Board features unparalleled technical and scientific depth, uniquely qualifying it to navigate AI complexities without the need for prescriptive mandates
13 Shareholder proposal regarding a report on AI-generated misinformation (page 93)
Our existing multi-layered governance framework, grounded in our foundational AI Principles, robust policies and procedures, and comprehensive technical disclosures, demonstrates the efforts we take to mitigate the risks of generative AI misinformation on our platforms
14 Shareholder proposal regarding a report on AI data usage oversight (page 96)
Our AI and data governance frameworks, coupled with our stringent privacy and safety policies, provide comprehensive oversight of AI development and data usage risks
We actively collaborate with the broader online ecosystem to advance privacy standards and mitigate security risks
Table of Contents
Proxy Statement Summary & Highlights 6
Corporate Governance
Director and Executive Compensation
Directors, Executive Officers, and Corporate Governance 16
Directors and Executive Officers 16
Corporate Governance and Board Matters 24
Board Meetings 24
Board Leadership Structure 24
Board Committees 24
Director Independence 30
Compensation Committee Interlocks and Insider Participation 30
Consideration of Director Nominees 30
Director Service on Outside Boards and Other Commitments 31
Management Succession Planning 32
Board's Role in Risk Oversight 32
Executive Sessions 33
Outside Advisors 33
Board Effectiveness, Board Annual Self-Assessment, Board Education 33
Shareholder Engagement 34
Communications with our Board 34
Common Stock Ownership of Certain Beneficial Owners and Management 35
Delinquent Section 16(a) Reports 37
Certain Relationships and Related Transactions 38
Related Party Transactions Policy and Procedure 38
Related Party Transactions 39
Director Compensation 40
Board Compensation Arrangements for Non-Employee Directors 40
Director Compensation for 2025 41
Executive Compensation 42
Compensation Discussion and Analysis 42
Section 1-Executive Summary 42
Section 2-Determining Competitive Levels of Pay 43
Section 3-Elements of Pay and Fiscal Year 2025 Pay Decisions 44
Section 4-2026 Compensation Decisions 46
Section 5-Other Compensation Information 47
Leadership Development, Inclusion and Compensation Committee Report 49
2025 Summary Compensation Table 50
Grants of Plan-Based Awards in 2025 52
Description of Plan-Based Awards 52
Outstanding Equity Awards at 2025 Fiscal Year-End 53
Stock Vested in Fiscal 2025 54
Potential Payments Upon Termination or Change in Control 55
Alphabet CEO Pay Ratio 56
Alphabet Pay vs. Performance 56
Equity Compensation Plan Information 58
Audit Matters Independent Registered Public Accounting Firm 59
Principal Accountant Fees and Services 59
Auditor Independence 59
Pre-Approval Policies and Procedures 59
Report of the Audit Committee of the Board of Directors 60
Management and Shareholder Proposals
Management Proposals 61
Proposal Number 1: Election of Directors 61
Proposal Number 2: Ratification of Appointment of Independent Registered Public 62
Accounting Firm
Proposal Number 3: Approval of the Amendment and Restatement of Alphabet Inc. 63
Amended and Restated 2021 Stock Plan
Proposal Number 4: Advisory Vote to Approve Compensation Awarded to Named 68
Executive Officers
Shareholder Proposals 69
Proposal Number 5: Shareholder Proposal Regarding an Enhanced Disclosure on 72
Climate Goals
Proposal Number 6: Shareholder Proposal Regarding a Report on Water Usage and 74
AI Development
Proposal Number 7: Shareholder Proposal Regarding Equal Shareholder Voting 77
Proposal Number 8: Shareholder Proposal Regarding a Viewpoint Diversity Risk Report 80
Proposal Number 9: Shareholder Proposal Regarding a Report on Politicized 83
Content Moderation
Proposal Number 10: Shareholder Proposal Regarding a Report on Impact of U.S. 85
Immigration Policy
Proposal Number 11: Shareholder Proposal Regarding a Report on Data Privacy 87
Proposal Number 12: Shareholder Proposal Regarding AI Board Oversight 90
Proposal Number 13: Shareholder Proposal Regarding a Report on 93
AI-Generated Misinformation
Proposal Number 14: Shareholder Proposal Regarding a Report on AI Data 96
Usage Oversight
Questions and Answers About the Proxy Materials and the Annual Meeting
Questions and Answers About the Proxy Materials and the Annual Meeting 99
Proxy Materials 99
Voting Information 100
Participating in the Annual Meeting 103
Shareholder Proposals, Director Nominations, and Related Bylaw Provisions 103
Appendix Appendix A: Alphabet Inc. Amended and Restated 2021 Stock Plan 105
Information Concerning Alphabet's Annual Meeting of Shareholders 114
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Directors, Executive Officers, and Corporate Governance
Directors and Executive Officers
Our Board of Directors (our Board) is composed of highly experienced leaders who have shaped prominent global organizations and institutions. Our Board takes a thoughtful approach to its composition, balancing deep institutional knowledge with fresh external perspectives, and ensuring our directors possess a wide range of professional experiences, backgrounds, and viewpoints. This deliberate approach empowers our Board to provide effective strategic guidance and oversight of management to ensure accountability to our shareholders.
Our directors bring extensive expertise as entrepreneurs, technologists, financial and operational experts, academics, scientists, investors, advisors, nonprofit board members, and government leaders - all directly relevant to our strategic and oversight priorities. Their collective experience, including senior leadership roles in major domestic and international companies, equips them with core management skills such as strategic planning, financial reporting, compliance, risk management, leadership development, and global operations. Many of our directors also have valuable experience from serving on other public company boards, contributing insights into corporate governance and industry best practices. The unique perspectives of directors with leadership experience in significant academic, research, and philanthropic institutions, along with entrepreneurial and technological expertise, further strengthen our Board's ability to navigate our strategic and operational complexities.
Directors
This section describes the business experience of our directors as of April 6, 2026.
Larry Page
Co-Founder
Director since 1998 | Executive Committee (Chair)
The Carl Victor Page Memorial Foundation
Larry Page, 53, one of Google's Co-Founders, previously served as Google's Chief Executive Officer from April 2011 to October 2015, and as Alphabet's Chief Executive Officer from October 2015 to December 2019. From July 2001 to April 2011, Larry served as Google's President, Products. In addition, from September 1998 to July 2001, Larry served as Google's Chief Executive Officer, and from September 1998 to July 2002, as Google's Chief Financial Officer. Larry holds a Bachelor of Science degree in engineering, with a concentration in computer engineering, from the University of Michigan and a Master of Science degree in computer science from Stanford University.
Select Leadership Skills and Additional Experiences:
Business leadership, operational experience, and experience developing technology as Co-Founder of Google and former Chief Executive Officer of Alphabet.
In-depth knowledge of the technology sector and experience in developing transformative business models.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Sergey Brin
Co-Founder
Director since 1998 | Executive Committee
The Sergey Brin Family Foundation
Sergey Brin, 52, one of Google's Co-Founders, previously served as Google's President from May 2011 to October 2015, and as Alphabet's President from October 2015 to December 2019. From July 2001 to April 2011, Sergey served as Google's President, Technology and Co-Founder. In addition, from September 1998 to July 2001, Sergey served as Google's President and Chairman of Google's Board of Directors. Sergey holds a Bachelor of Science degree with high honors in mathematics and computer science from the University of Maryland at College Park and a Master of Science degree in computer science from Stanford University.
Select Leadership Skills and Additional Experiences:
Business leadership, operational experience, and experience developing technology as Co-Founder of Google and former President of Alphabet.
In-depth knowledge of the technology sector and experience in developing transformative business models.
Sundar Pichai
Chief Executive Officer, Alphabet and Google Director since 2017 | Executive Committee
The Pichai Family Foundation
Sundar Pichai, 53, joined Google in 2004 and was named the Chief Executive Officer of Google in October 2015 and of Alphabet in December 2019. Sundar has led product and engineering for Google's products and platforms, including Search, Chrome, Maps, Android, Gmail, and Google Workspace. Sundar served as Google's Senior Vice President of Products from October 2014 to October 2015, and as Google's Senior Vice President of Android, Chrome and Apps from March 2013 to October 2014. As CEO, he has shifted the company's strategy to focus on AI, which is now powering advances across the company's portfolio. Sundar holds a Bachelor of Technology degree from the Indian Institute of Technology Kharagpur, a Master of Science degree from Stanford University, and a Master of Business Administration degree from The Wharton School of the University of Pennsylvania.
Select Leadership Skills and Additional Experiences:
Business leadership, operational experience, and experience developing technology as Chief Executive Officer of Alphabet and Google.
In-depth knowledge of the technology sector, and experience in developing Alphabet and Google's products and services and leading the company's strategic vision, management, and operations.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
John L. Hennessy
Chair of the Board
Independent Director since 2004 | Nominating and Corporate Governance Committee (Chair)
Board of Trustees, Gordon and Betty Moore Foundation
Trustee, Queen Elizabeth Prize for Engineering Foundation
John L. Hennessy, 73, has served as Chair of our Board since January 2018. John previously served as our Lead Independent Director from April 2007 to January 2018. John is the James F. and Mary Lynn Gibbons Professor of Computer Science and Electrical Engineering in the Stanford School of Engineering, and the Shriram Family Director of Stanford's Knight-Hennessy Scholars, a graduate-level scholarship program. John served as the President of Stanford University from September 2000 to August 2016. From 1994 to August 2000, John held various positions at Stanford, including Dean of the Stanford University School of Engineering and Chair of the Stanford University Department of Computer Science. John is the recipient of numerous honors, including the Medal of Honor of the Institute of Electrical and Electronics Engineers, and the ACM A.M. Turing Award. John holds a Bachelor of Science degree in electrical engineering from Villanova University and a Master of Science degree and a Doctoral degree in computer science from the State University of New York, Stony Brook.
Select Leadership Skills and Additional Experiences:
Leadership and management experience as a former president of a world-renowned university.
Experience developing technology businesses as founder of MIPS Technologies, Inc. and chief architect of Silicon Graphics Computer Systems, Inc.
Global business perspective from his service on other boards.
Frances H. Arnold
Independent Director since 2019 | Nominating and Corporate Governance Committee
Generate Biomedicines
Illumina, Inc.(1)
Advisory Council, Stanford Doerr School of Sustainability
Growth Technical Advisory Board, Applied Materials
Member, U.S. National Academies of Science, Medicine, and Engineering
Member, The American Academy of Arts
and Sciences
Frances H. Arnold, 69, manages a research group, is the Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry, and is the Director of the Donna and Benjamin M. Rosen Bioengineering Center, all at the California Institute of Technology. She joined the California Institute of Technology in 1986 and has served as a Visiting Associate, Assistant Professor, Professor, and Director. Frances's laboratory focuses on protein engineering by directed evolution, and enzyme design and engineering using artificial intelligence, with applications in alternative energy, chemicals, and medicine. Frances is the recipient of numerous honors, including the Nobel Prize in Chemistry, the Millennium Technology Prize, induction into the National Inventors Hall of Fame, Fellow of the National Academy of Inventors, the ENI Prize in Renewable and Nonconventional Energy, the U.S. National Medal of Technology and Innovation, and the Charles Stark Draper Prize of the U.S. National Academy of Engineering. Frances holds a Bachelor of Science degree in mechanical and aerospace engineering from Princeton University and a Doctoral degree in chemical engineering from the University of California, Berkeley.
Select Leadership Skills and Additional Experiences:
Leadership and management experience managing a research group at the California Institute of Technology and former co-chair of the President's Council of Advisors on Science and Technology.
Global business perspective from her service on other boards.
(1) On April 2, 2026, Ilumina announced that Frances will not stand for re-election as a director at the end of her current term and intends to resign from its board of directors, effective as of the close of IIumina's 2026 annual meeting of shareholders on May 21, 2026.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
R. Martin "Marty" Chávez
Independent Director since 2022 | Audit Committee; Risk and Compliance Committee
Board of Fellows, Stanford University School of Medicine
Board of Directors, The Broad Institute of MIT
Banco Santander, S.A.
Recursion Pharmaceuticals, Inc.
R. Martin "Marty" Chávez, 62, has been a Partner and Vice Chairman of Sixth Street, a global asset manager, since May 2021. From January 2005 until his retirement in December 2019, he served in a number of executive positions at Goldman Sachs, including Chief Information Officer, Chief Financial Officer, and global co-head of the firm's Securities Division, and was a partner and a member of Goldman Sachs' management committee. Previously, Marty was a Chief Executive Officer and co-founder of Kiodex, which was acquired by Sungard in 2004, and Chief Technology Officer and co-founder of Quorum Software Systems. Marty holds a Bachelor of Arts degree in biochemical sciences and a Master of Science degree in computer science from Harvard University, and a Doctoral degree in medical information sciences from Stanford University.
Select Leadership Skills and Additional Experiences:
Extensive financial and management expertise and global business leadership as Partner and Vice Chairman of Sixth Street and former Chief Financial Officer of Goldman Sachs.
In-depth knowledge of the technology sector.
Global business perspective from his service on other boards.
L. John Doerr
Independent Director since 1999 | Leadership Development, Inclusion and Compensation Committee
DoorDash, Inc.
Board of Directors, Climate Imperative Foundation
Advisory Council, Stanford Doerr School of Sustainability
Amyris, Inc.
Bloom Energy Corporation
Coursera, Inc.
Quantumscape Corporation
L. John Doerr, 74, has been the Chair of Kleiner Perkins, a venture capital firm, since March 2016. Before assuming the role of Chair, John served as General Partner of Kleiner Perkins since August 1980. John holds a Bachelor of Science degree in electrical engineering and a Master of Science degree in electrical engineering from Rice University, and a Master of Business Administration degree from Harvard Business School. He is the author of Measure What Matters and Speed & Scale.
Global business leadership and extensive financial and investment expertise as a venture capitalist.
In-depth knowledge of the technology sector and visionary in the industry.
Global business perspective from his service on other boards.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Roger W. Ferguson Jr.
Independent Director since 2016 | Audit Committee (Chair); Risk and Compliance Committee (Chair)
Corning Incorporated
Klarna
Board of Regents, The Smithsonian Institution
Co-Chair, Commission on the Future of Undergraduate Education, American Academy of Arts and Sciences
Board of Trustees, The Group of Thirty
Blend Labs, Inc.
General Mills, Inc.
International Flavors & Fragrances, Inc.
Roger W. Ferguson Jr., 74, has been the Chief Investment Officer of Red Cell Partners LLC, a venture capital firm, since August 2022. Since May 2021, he has been the Steven A. Tananbaum Distinguished Fellow for International Economics at the Council on Foreign Relations. Roger has served as the President and Chief Executive Officer of TIAA, a major financial services company, from April 2008 to May 2021. He joined TIAA after his tenure at Swiss Re, a global reinsurance company, where he served as Chairman of the firm's America Holding Corporation, Head of Financial Services, and a member of the Executive Committee from 2006 to 2008. Prior to that, Roger joined the Board of Governors of the U.S. Federal Reserve System in 1997 and served as its Vice Chairman from 1999 to 2006. From 1984 to 1997, he was an associate and partner at McKinsey & Company. Roger holds a Bachelor of Arts degree in economics, a Doctoral degree in economics, and a Juris Doctor degree, all from Harvard University.
Global business leadership and extensive financial, capital markets, and management expertise as former President and Chief Executive Officer of TIAA.
Extensive experience in management consulting and various policy-making roles.
Global business perspective from his service on other boards.
K. Ram Shriram
Independent Director since 1998 | Leadership Development, Inclusion and Compensation Committee
Yubico AB
Member, Council on Foreign Relations
Stanford Health Care
K. Ram Shriram, 69, has been a managing partner of Sherpalo Ventures, LLC, an angel venture investment company, since January 2000. From August 1998 to September 1999, Ram served as Vice President of Business Development at Amazon. com, Inc., an internet retail company. Prior to that, Ram served as President at Junglee Corporation, a provider of database technology, which was acquired by Amazon.com in 1998. Ram was an early member of the executive team at Netscape Communications Corporation. Ram holds a Bachelor of Science degree in mathematics from the University of Madras, India.
Global business leadership as former Vice President of Business Development at Amazon.com, Inc., President of Junglee Corporation, and a member of the executive team of Netscape Communications Corporation.
Extensive financial and investment expertise as a venture capitalist.
Global business perspective from his service on other boards.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Robin L. Washington
Independent Director since 2019 Leadership Development, Inclusion and Compensation Committee (Chair);
Audit Committee; Risk and Compliance Committee
Salesforce, Inc.
President's Council & Ross Business School Advisory Board, University
of Michigan
Stanford Health Care
Honeywell International, Inc.
Vertiv Holdings Co.
Robin L. Washington, 63, has been the President and Chief Operating and Financial Officer of Salesforce, Inc., a customer relationship management software company, since March 2025. From May 2008 to November 2019, Robin served as the Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., a biopharmaceutical company, where she oversaw Global Finance, Facilities and Operations, Investor Relations, and the Information Technology organizations. Robin remained with Gilead in an advisory capacity from November 2019 until March 2020. From January 2006 to June 2007, Robin served as Chief Financial Officer of Hyperion Solutions Corporation, an enterprise software company. Prior to Hyperion, Robin served in a number of executive positions with PeopleSoft, Inc., a provider of enterprise application software, including as Senior Vice President and Corporate Controller along with several other senior financial roles from 1996 to 2005. Prior to PeopleSoft, Robin was Director of Finance for Tandem Computers, an Accounting Analyst for the Federal Reserve Bank of Chicago, and a Senior Auditor for Deloitte.
Robin holds a Bachelor of Business Administration degree from the University of Michigan and a Master of Business Administration degree from Pepperdine University.
Extensive financial and management expertise and global business leadership as President and Chief Operating and Financial Officer of Salesforce, former Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., Hyperion Solutions Corporation, and former executive of PeopleSoft, Inc.
In-depth knowledge in the life sciences and the technology sectors.
Global business perspective from her service on other boards.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Executive Officers
This section describes the business experience of our executive officers as of April 6, 2026, other than Sundar, whose biography can be found on page 17. Our executive officers are appointed by and serve at the discretion of our Board. There are no family relationships among any of our directors or executive officers.
Anat Ashkenazi
Senior Vice President, Chief Financial Officer, Alphabet and Google
Maravai Lifesciences Holdings, Inc.
Varian Medical Systems, Inc.
Anat Ashkenazi, 53, has served as Senior Vice President, Chief Financial Officer of Alphabet and Google since July 2024. Prior to joining Google, Anat served as Executive Vice President and Chief Financial Officer of Eli Lilly and Company, a global pharmaceutical company, from February 2021 to July 2024. Anat joined Eli Lilly in 2001 and held various roles across finance, strategy, and operations. From 2016 to 2021, Anat served as Senior Vice President, Controller and Chief Financial Officer of Lilly Research Laboratories. Additionally, Anat held chief financial officer positions for several global business divisions within Eli Lilly, including Oncology, Diabetes, Global Manufacturing & Quality, and Research & Development. Anat holds a Bachelor of Arts degree in economics and business administration from the Hebrew University and a Master of Business Administration degree from Tel Aviv University.
Extensive financial and management expertise having served in various leadership roles at Eli Lilly for over twenty-three years.
Outside board experience and global business perspective from her previous service on other boards.
Ruth M. Porat
President and Chief Investment Officer, Alphabet and Google
Blackstone Inc.
Board of Directors, Council on Foreign Relations
Board of Trustees, Memorial Sloan Kettering Cancer Center
Board of Directors, Bloomberg Philanthropies
Ruth M. Porat, 68, has served as President and Chief Investment Officer of Alphabet and Google since September 2023. Before assuming the role of President and Chief Investment Officer, Ruth served as Alphabet and Google's Senior Vice President, Chief Financial Officer from May 2015 to July 2024. Prior to joining Google, Ruth was Executive Vice President and Chief Financial Officer of Morgan Stanley from January 2010 to May 2015. From February 1996 to December 2009, she served in a number of executive positions at Morgan Stanley, including Vice Chairman of Investment Banking, Global Co-Head of Technology Investment Banking, and Global Head of the Financial Institutions Group. 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.
Extensive financial and management expertise in the finance, investment, and technology industries.
Outside board experience and global business perspective from her service on other boards.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Philipp Schindler
Senior Vice President, Chief Business Officer, Google
Scholar, the Studienstiftung des deutschen Volkes, the German Academic Scholarship Foundation
Philipp Schindler, 55, has served as Senior Vice President, Chief Business Officer of Google since August 2015, overseeing Google's and YouTube's sales activities, Google's technical and consumer support, partnership and business development teams, and country operations. Philipp previously served at Google 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. Philipp holds a Diplom Kaufmann degree with distinction in business administration and management from the European Business School in Oestrich-Winkel, Germany.
Business leadership and operational expertise as Chief Business Officer of Google.
In-depth knowledge of the technology sector, and experience in driving the strategic vision and scale of Google's and YouTube's global business.
Kent Walker
President, Global Affairs, Chief Legal Officer and Secretary, Alphabet and Google
Executive Council, TechNet
Board of Directors, Evidence Action
Member, Council on Foreign Relations
Kent Walker, 65, has served as President, Global Affairs, and Chief Legal Officer of Alphabet and Google since November 2021, and Secretary of Alphabet since January 2020. Kent previously served as Senior Vice President, Global Affairs and Chief Legal Officer of Google from June 2018 to November 2021. He oversees teams responsible for content policy and responsible AI development, government and regulatory affairs, and legal, risk and compliance matters. Since joining Google in 2006, he has led Google's advocacy on competition, content, copyright, and privacy. He previously held executive positions at Netscape, AOL, and eBay, and served as an Assistant U.S. Attorney in San Francisco and Washington D.C. Kent holds a Bachelor of Arts degree in social studies from Harvard University and a Juris Doctor degree from Stanford Law School.
Extensive leadership experience, including serving as the first chair of the Global Internet Forum to Counter Terrorism, holding executive positions at various technology companies, and providing in-depth knowledge of the
technology sector.
Currently co-chairs Google's Trust & Compliance Council.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Corporate Governance and Board Matters
We have adopted a code of business conduct and ethics for directors, officers (including our principal executive officer, principal financial officer, and principal accounting officer), and employees, known as the Alphabet Code of Conduct. We have also adopted Corporate Governance Guidelines, which, in conjunction with our Certificate of Incorporation, Bylaws, and charters of the standing committees of our Board, form the framework for our corporate governance. The Alphabet Code of Conduct and Corporate Governance Guidelines are available on our Investor Relations website at https://abc.xyz/ investor/board-and-governance/. We will post amendments to the Alphabet Code of Conduct or any waivers of the Alphabet Code of Conduct for directors and executive officers on the same website.
Shareholders may request printed copies of the Alphabet Code of Conduct, the Corporate Governance Guidelines, and committee charters at no charge by sending inquiries to:
Alphabet Inc.
Attn: Investor Relations 1600 Amphitheatre Parkway
Mountain View, California 94043
Email:
Board Meetings
During 2025, our Board held eight meetings and acted by unanimous written/electronic consent once. Each director attended at least 75% of all Board and applicable committee meetings. We encourage our directors to attend our annual meetings of shareholders. Seven directors attended our 2025 Annual Meeting of Shareholders.
Board Leadership Structure
In January 2018, John L. Hennessy, the then Lead Independent Director, was appointed to serve as Alphabet's Chair of the Board. In December 2019, Sundar became the Chief Executive Officer of Alphabet.
Our Board regularly reviews its leadership structure to ensure continued effectiveness and believes that the current structure, which separates the Chair and Chief Executive Officer roles, is appropriate at this time in light of the evolution of Alphabet's business and operating environment. In particular, our Board believes that this structure clarifies the individual roles and responsibilities of Chief Executive Officer and Chair, streamlines decision-making, and enhances accountability. John, a long-standing member of our Board, has in-depth knowledge of the issues, challenges, and opportunities facing us. As such, our Board believes that he is best positioned to develop agendas that ensure that our Board's time and attention are focused on the most critical matters. His role enables decisive leadership, ensures clear accountability, and enhances the ability to communicate our messages and strategy.
Each of the director nominees standing for election, other than Larry, Sergey, and Sundar, is independent (see "Director Independence" on page 30 of this proxy statement), and our Board believes that the independent directors provide effective oversight of management.
Board Committees
Our Board is currently composed of ten directors. Our Board has the following five standing committees:
Audit Committee,
Risk and Compliance Committee (the Risk Committee),
Leadership Development, Inclusion and Compensation Committee (the Compensation Committee),
Nominating and Corporate Governance Committee (the Governance Committee), and
Executive Committee.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
From time to time, our Board may also establish ad hoc committees to address particular matters. Each of the standing committees operates under a written charter adopted by our Board. Each of the standing committees, except for the Executive Committee, comprises solely independent directors. All of the current standing committee charters are available on our Investor Relations website at https://abc.xyz/investor/board-and-governance/. Printed copies of the charters are available at no charge to any shareholders who requests them by following the instructions on page 24.
The membership and meetings during 2025 and the primary functions of each of the standing committees are described below.
Board of Directors
Audit Committee
Risk Committee(1)
Compensation Committee
Governance Committee
Executive Committee
Larry Page
Sergey Brin
Sundar Pichai
John L. Hennessy*
Frances H. Arnold*
R. Martin "Marty" Chávez*
L. John Doerr*
Roger W. Ferguson Jr.*
K. Ram Shriram*
Robin L. Washington*
* Independent Director
(1) The Risk and Compliance Committee of the Alphabet Board was established in October 2025.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Audit Committee
The main function of the Audit 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 Committee's responsibilities include but are not limited to:
Overseeing the risks and exposures associated with:
Financial matters, including but not limited to financial strategy and reporting, tax, accounting, disclosure, internal control over financial reporting, treasury policies and activities, investment guidelines, and credit and liquidity matters; and
Our operations and infrastructure, particularly reliability, business continuity and capacity.
Selecting, hiring, compensating, and ongoing monitoring of our independent auditors, and approving the audit and non-audit services they perform.
Overseeing and monitoring the integrity of our financial statements and our compliance with related legal and regulatory requirements.
Establishing and overseeing processes and procedures regarding complaints and confidential and anonymous employee submissions about accounting, internal accounting controls, or audit matters.
Overseeing our internal control function, reviewing the appointment of an internal auditing executive and 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, regulatory filings including our annual proxy statement, and other public announcements regarding our results of operations.
Reviewing and approving related party transactions.
During 2025, the Audit Committee held thirteen meetings and acted by unanimous written/electronic consent eight times.
The Audit Committee currently comprises Roger (Chair), Marty, and Robin, each of whom is a non-employee member of our Board. Our Board has determined that each of the directors serving on the Audit Committee is independent under applicable Nasdaq Stock Market (Nasdaq) and SEC rules for Audit Committee membership.
Our Board has determined that, based on his professional qualifications and experience described earlier, Roger is an audit committee financial expert as defined under the rules of the SEC, and that each member of the Audit Committee is able to read and understand fundamental financial statements as required by the Listing Rules
of Nasdaq.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Risk and Compliance Committee
The main function of the Risk Committee is to oversee risks facing Alphabet and its businesses, including its principal legal, policy, reputational and operational risks ("Risks") and Alphabet's compliance with applicable laws and regulations. The Risk Committee's responsibilities include but are not limited to:
Periodically reviewing and discussing the Risks and the steps management has taken or plans to take to address such Risks, and reviewing the related policies, procedures, and activities.
Monitoring the implementation of global compliance programs, policies, and procedures, and evaluating the company's positions in connection with legislation, regulation, enforcement, litigation, and social or political issues significant to the company's operations.
Receiving regular updates and requesting information from management regarding legal, regulatory, and operational risks.
As needed, reviewing and approving changes to Alphabet's Code of Conduct and conducting an annual review of its effectiveness.
Reviewing disclosures regarding Risks, including for the company's Annual Report on Form 10-K and Proxy Statement.
Meeting in executive session with key management to evaluate risk staffing and resources and recommending the appointment of risk or compliance executives when necessary or appropriate.
Investigating such matters brought to its attention that the Committee in its judgment deems necessary or appropriate, with full access to all Alphabet books, records, facilities, and employees.
The Risk Committee was established in October 2025. During 2025, the Risk Committee held one meeting and did not act by unanimous written/electronic consent.
The Risk Committee currently comprises Roger (Chair), Marty, and Robin, each of whom is a non-employee member of our Board. Our Board has determined that each of the directors serving on the Risk Committee is independent under applicable Nasdaq and SEC rules for Risk Committee membership.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Leadership Development, Inclusion and Compensation Committee
The purpose of the Compensation Committee is to oversee our leadership development and compensation programs for the members of our Board and our employees. The Compensation Committee reports regularly to our full Board on its activities. The Compensation Committee's responsibilities include but are not limited to:
Establishing, overseeing, and administering employee compensation, benefits, and perquisites policies, programs, and strategy and overseeing related risks.
Reviewing and approving compensation programs and awards for Alphabet's executive officers and non-employee directors (together with the Governance Committee).
Administering Alphabet's equity compensation plans as well as stock ownership requirements for Alphabet's Chief Executive Officer, other members of senior management, and non-employee directors.
Implementing and administering any clawback policy allowing Alphabet to recoup compensation paid to current and former named executive officers, members of senior management and other employees consistent within applicable laws and the rules of Nasdaq.
Establishing annual and long-term performance goals for our senior management.
Reviewing senior management development, retention, and succession plans and executive education.
Annually conducting and reviewing with the Board an evaluation of senior management performance.
Overseeing human capital management matters, including with respect to inclusion, workplace environment and safety, and management's efforts to promote a workplace environment and culture that is healthy, vibrant, inclusive, respectful and free from employment discrimination, including harassment and retaliation.
Reviewing and approving peer companies for compensation benchmarking purposes.
Investigating any matters brought to its attention, with full access to all books, records, facilities, and employees.
Sole authority to retain and oversee the engagement of compensation consultants, legal counsel, or other advisors to advise the Compensation Committee at the expense of Alphabet.
Reviewing with management our annual Compensation Discussion and Analysis (CD&A).
Preparing and approving the annual Compensation Committee Report.
During 2025, the Compensation Committee held five meetings and acted by unanimous written/electronic consent eighteen times.
The Compensation Committee currently comprises Robin (Chair), L. John Doerr, and Ram, each of whom is a non-employee member of our Board. Our Board has determined that each of the directors serving on the Compensation Committee is independent under applicable Nasdaq and SEC rules for Compensation Committee membership.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Nominating and Corporate Governance Committee
The Governance Committee's purpose is to assist our Board in identifying individuals qualified to become members of our Board consistent with criteria set by our Board and as provided in the Corporate Governance Guidelines, to oversee the evaluation of the Board and management, and to develop and update our corporate governance principles. The Governance Committee's responsibilities include but are not limited to:
Evaluating Board and Committee composition, including size, tenure, organization, and governance and determining future requirements.
Establishing a policy for considering director nominees; evaluating and recommending candidates for election consistent with Board-approved criteria and as provided by the Corporate Governance Guidelines.
Reviewing the chair of each committee and making recommendations to our Board.
Reviewing and recommending to our Board director independence determinations.
Taking a leadership role in shaping Alphabet's corporate governance, including reviewing the corporate governance framework and the Corporate Governance Guidelines and considering corporate governance issues that may arise from time to time, and developing appropriate recommendations to our Board.
Evaluating shareholder proposals submitted to Alphabet for consideration at the annual meeting of shareholders and providing appropriate oversight.
Recommending ways to enhance communications and relations with our shareholders.
Overseeing risks and exposures associated with director and management succession planning, corporate governance, and overall Board effectiveness.
Overseeing our Board's performance and annual self-evaluation process and developing continuing education programs for our directors.
Evaluating whether a director who notifies our Board of a change in job responsibilities, including with respect to commitments on other boards, continues to satisfy the Board's membership criteria and
independence requirements.
Evaluating and recommending termination of service of individual directors to our Board as appropriate, in accordance with governance principles, for cause or for other proper reasons.
During 2025, the Governance Committee held four meetings and did not act by unanimous written/electronic consent.
The Governance Committee currently comprises John L. Hennessy (Chair) and Frances, each of whom is a non-employee member of our Board. Our Board has determined that each of the directors serving on the Governance Committee is independent under applicable Nasdaq and SEC rules for Governance Committee membership.
Executive Committee
The Executive Committee serves as an administrative committee of our Board to act upon and facilitate the consideration by senior management and our Board of certain high-level business and strategic matters. During 2025, the Executive Committee did not hold any meetings. The Executive Committee currently comprises Larry (Chair), Sergey, and Sundar.
Proxy Statement Summary & Highlights
Corporate Governance
Director and Executive Compensation
Audit Matters Proposals Q&A Appendix
Director Independence
Our Board has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of Nasdaq. Our Board has determined that each of the director nominees standing for election, except Larry, Sergey, and Sundar, are independent directors under these standards. In determining the independence of our directors, our Board considered all transactions in which we and any director had any interest, including those discussed under "Certain Relationships and Related Transactions" on pages 38-39 of this proxy statement.
Compensation Committee Interlocks and Insider Participation
During 2025, L. John Doerr, Ram, and Robin served on the Compensation Committee. None of the members of the Compensation Committee is or has been in the past an officer or employee of Alphabet. Any relationships between the company and any of the members of the Compensation Committee requiring disclosure under Item 404 of Regulation S-K is discussed under "Certain Relationships and Related Transactions" on pages 38-39 of this proxy statement. None of our executive officers serve on the board of directors or compensation committee of a company that has an executive officer that serves on our Board or the Compensation Committee.
Consideration of Director Nominees
Shareholder Recommendations and Nominees
The Governance Committee, a standing committee of our Board, considers properly submitted recommendations for candidates to our Board from shareholders. In evaluating such recommendations, the Governance Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other candidates and seeks to achieve a balance of experience, knowledge, integrity, and capability on our Board and to address the membership criteria set forth under "Director Selection Process and Qualifications" on page 31 of this proxy statement.
Any shareholder recommendations for consideration by the Governance Committee should include the candidate's name, biographical information, information regarding any relationships between the candidate and the company within the last three years, at least three personal references, a statement of recommendation of the candidate from the shareholder, a description of our shares beneficially owned by the shareholder, a description of all arrangements between the candidate and the recommending shareholder and any other person pursuant to which the candidate is being recommended, a written indication of the candidate's willingness to serve on our Board, any other information required to be provided under securities laws and regulations, and a written indication to provide such other information as the Governance Committee may reasonably request. There are no differences in the manner in which the Governance Committee evaluates director nominees based on whether the nominee is recommended by a shareholder or otherwise. Shareholder recommendations to our Board should be sent to us by one of the following two ways:
Via email only: [email protected]
Via mail with a copy via email:
Alphabet Inc.
Attn: Corporate Secretary
1600 Amphitheatre Parkway Mountain View, California 94043
In addition, our bylaws permit shareholders to nominate directors for consideration at an annual meeting. For a description of the process for nominating directors in accordance with our Bylaws, see "Questions and Answers about the Proxy Materials and the Annual Meeting-Question 26. What is the deadline to propose actions for consideration at next year's Annual Meeting of Shareholders or to nominate individuals to serve as directors?" on page 103 of this proxy statement.
Disclaimer
Alphabet Inc. published this content on April 27, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 27, 2026 at 05:02 UTC.