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Alphabet Inc. GOOGL

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

+$181,036

+1.7% year-over-year

Peer churn

+1 −5

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

2025 Peer Group
— · 12 → 8 members
7 kept · +1 · −5
Added
Law's Business Group Holding Ltd (LSBA)
Removed
INTEL CORP (INTC) · Apple Inc. (AAPL) · INTERNATIONAL BUSINESS MACHINES CORP (IBM) · Salesforce, Inc. (CRM) · COMCAST CORP (CMCSA)

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Sundar PichaiChief Executive Officer,Alphabet and Google,and Director	ChangedCEO	$10,725,043 2024	$10,906,079 2025	+$181,036	+1.7%	-3.8 pp
Anat AshkenaziSenior Vice President,Chief Financial Officer,Alphabet and Google, asof July 31, 2024	Changed	$49,978,135 2024	$31,259,031 2025	-$18,719,104	-37.5%	-2.1 pp
Philipp SchindlerSenior Vice President,Chief Business Officer,Google	Changed	$47,024,009 2024	$42,201,551 2025	-$4,822,458	-10.3%	-1.6 pp
Ruth M. PoratPresident and ChiefInvestment Officer,Alphabet and Google	Changed	$30,166,427 2024	$29,139,128 2025	-$1,027,299	-3.4%	-0.1 pp
Kent WalkerPresident, Global Affairs,Chief Legal Officer, and Secretary, Alphabet and Google	Changed	$30,162,760 2024	$29,139,128 2025	-$1,023,632	-3.4%	-0.1 pp
Prabhakar RaghavanSenior Vice President, Knowledge and Information, Google, until October 16, 2024	Removed	$46,992,166 2024	—	—	—	—

Governance

Policy guardrails

change in control
Unchanged
Not extracted → Not extracted
“Potential Payments Upon Termination or Change in Control”
clawback
Unchanged
present → present
“Clawback Policy”
compensation committee
Unchanged
Leadership Development, Inclusion and Compensation Committee → Leadership Development, Inclusion and Compensation Committee
“Leadership Development, Inclusion and Compensation Committee Report”
hedging
Unchanged
prohibited → prohibited
“We prohibit all speculative, short-sale, short-term, and hedging transactions involving our securities”
pledging
Unchanged
Not extracted → Not extracted
“Insider Trading, Hedging, and Pledging Policies”

Performance markers

Metric facts

ceo pay ratio
Changed
32 to 1 → 35 to 1
Numeric delta: +3.00
“total estimated benefit of equity acceleration shown above for Anat, Ruth, Philipp, and Kent. Alphabet 2026 Proxy Statement55 Alphabet CEO Pay Ratio The 2025 annual total compensation of our median compensated employee w…”
median employee compensation
Changed
$331,894 → $310,826
Numeric delta: -21068.00
“Alphabet’s fiscal year 2025), which was $313.80 per share. The summed estimated value of the 2023 PSU awards, 2024 PSU awards, and 2025 PSU awards equals the total estimated benefit of equity acceleration shown above for…”
revenue
Changed
$959.1 million → $425 million
Numeric delta: -534100000.00
“alert mechanisms and contract terms that limit Google’s ability to restrict governmental use of its cloud services, the Company appears to conflict with its acceptable use policy.3 •Regulatory penalties leading to fines …”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

18% shingled-prose overlap between the two filings.

2025: 200,000 chars · 2026: 200,000 chars

Committee Report:36% overlap (5,983 → 6,000 chars)
Pay Ratio (Item 402(u)):22% overlap (5,521 → 4,207 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

729 new266 changed686 removed183 unchanged

changedOur Compensation Discussion and Analysis (CD&A) includes a detailed discussion of compensation for five sixnamed executive officers during the fiscal year ended December 31, 2025: 2024:
newSundar PichaiChief Executive Officer,Alphabet and Google,and Director, AlphabetAnat AshkenaziSenior Vice President,Chief Financial Officer,Alphabet and GoogleRuth M.
newPoratPresident and ChiefInvestment Officer,Alphabet and GooglePhilipp SchindlerSenior Vice President, Chief Business Officer,GoogleKent WalkerPresident, Global Affairs, Chief Legal Officer and Secretary,Alphabet and Google
newSection 1—Executive Summary
new•Attract and retain the world’s best talent
new•Support our culture of innovation and performance
new•Align employee and shareholder interests
changedWe use equity awards that vest over time to align employee and shareholder stockholderinterests and provide incentive for continued service.
changedWe believe that retaining and developing the best talent over the long-term is a key factor in our business success and ability to continue creating value for our shareholders. stockholders.
changedWe require our named executive officers and other senior executives to maintain certain levels of holdings of Alphabet shares. stock.
changedSee Section 5 of this CD&A for a description of our minimum share stockownership requirements.
new42Alphabet 2026 Proxy Statement
newProxy StatementSummary &HighlightsCorporateGovernanceDirector andExecutiveCompensationAudit MattersProposalsQ&AAppendix
changedSection 2—Determining 2—DeterminingCompetitive Levels of Pay
changedIn October 2024, 2023,we determined our peer group for 2025 2024compensation by evaluating potential comparator companies against the following criteria:
new•High-technology or media company
new•Key talent competitor
new•High-growth, with a minimum of 50% of Alphabet’s revenue growth over the previous two-year period
new•Headcount of at least 40% of Alphabet’s total headcount
new•$50 billion or more in annual revenue
new•$150 billion or more in market capitalization
changedConsidering these criteria, in October 2024, 2023,the Compensation Committee selected the following peer companies for 2025: 2024(whichwerethesamepeercompaniestheCompensationCommitteeusedfor2023):
newAmazon.com, Inc.Meta Platforms, Inc.Oracle CorporationApple Inc.Microsoft CorporationSalesforce, Inc.Cisco Systems, Inc.Netflix, Inc.The Walt Disney CompanyInternational Business Machines CorporationNvidia
newFrom time to time, the Compensation Committee may delegate specific responsibilities to a subcommittee (consisting solely of Compensation Committee members) to handle specialized tasks.
newThe subcommittees report back to the full Compensation Committee or our Board, as appropriate.
changedThe Compensation Committee directly engaged both Compensia Inc. and Semler Brossy as independent compensation consultants in 2025. 2024.
newWe are holding our advisory say-on-pay vote at the Annual Meeting (see Proposal Number 4 in this proxy statement).
changedWe willholdouradvisorysay-on-payvoteatthe2026annualmeetingofstockholders,andwill hold our advisory say-when-on-pay vote at the 2029 annual meeting of shareholders. stockholders.
newAlphabet 2026 Proxy Statement43
changedSection 3—Elements 3—Elementsof Pay and Fiscal Year 2025 2024Pay Decisions
changedIn 2025, 2024,the Compensation Committee maintained the annual salaries of Anat, Ruth, Prabhakar,Philipp, and Kent at $1.0 million.
changedWe grant equity awards to our named executive officers to reinforce management’s focus on long-term shareholder stockholdervalue and commitment to the company.
changedThe Compensation Committee regularly evaluates the structure of these equity awards to ensure the right balance of time- and performance-based equity that supports the objectives of our compensation philosophy, aligns with our business priorities, and considers the perspectives of our shareholders. stockholders.
changedThe Compensation Committee utilizes a combination of GSUs and Performance Stock Units (PSUs) PSUsto reward our named executive officers.
changed•Market •Marketcompensation values and practices for performance-based equity awards, including peers and S&P 100 companies.
changed•Alphabet’s •Alphabet’soverall business performance, and the scope of role, impact, and performance of each recipient.
changed•Each •Eachrecipient’s outstanding and unvested equity awards, and the vesting schedules of those awards.
changed•The •Theresulting compensation at target and maximum performance values for each recipient.
changedBased on the above aforementionedcriteria, in 2025, 2024,the Compensation Committee determined to grant the following equity awards for each of our named executive officers.
changedSee the followingsections below and the “Grants of Plan-Based Awards in 2025” 2024”table on page 52 51for further details on the awards’ performance criteria and vesting.
changedIn 2025, 2024,the Compensation Committee discontinued the SVP bonus program and granted a combination of GSUs and PSUs to Anat, Ruth, Prabhakar,Philipp, and Kent.
newThe previous $2.0 million SVP bonus target value for Anat, Ruth, Philipp, and Kent was shifted into the target value of 2025 PSU awards, and 2025 GSU awards included transitional amounts to maintain target total compensation.
newNamed ExecutiveNumber ofGSUsGranted(1)Target GSUAward Value($)Number ofPSUs Granted(1)Target PSUAward Value($)(2)AggregateTargetAwardValue ($)GrantCadenceAnnualizedTotalTargetCompensation($)(3)Anat Ashkenazi121,779 19,000,000 42,981 8,000,000 27,000,000 Annual28,000,000 Ruth M.
newPorat116,407 19,000,000 37,609 7,000,000 26,000,000 Annual27,000,000 Philipp Schindler143,270 24,000,000 75,217 14,000,000 38,000,000 Annual39,000,000 Kent Walker116,407 19,000,000 37,609 7,000,000 26,000,000 Annual27,000,000
changed(1)The (1)Theexact number of GSUs and PSUs comprising the equity awards was calculated by dividing the target dollar value of the award by the average closing price of Alphabet’s Class C capital stock during the month of February 2025 ($186.13), ($186.13pershare),rounded up to the nearest whole share.
changedThe 2025 GSUs GSUawardsinclude a transitional amount, on top of the annual target value, to maintain total target totalcompensation during the shift from the discontinued SVP Bonus program to a new go-forward compensation structure of salary, GSU awards, and PSU awards.
changedThe transitional amounts were granted on March 5, 2025, 2025as an addition to the 2025 GSU awards.
changedEach individual’s transitional amount is as follows: $3,666,667 for Anat and $2,666,667 for eachofRuth, Philipp, and Kent.
newThe total number of GSUs granted includes the shares from these supplemental awards.
newThe target value used to determine the number of shares subject to each award differs from the grant date fair value of the awards reported in the Summary Compensation Table, which is calculated in accordance with applicable accounting standards and reflects additional valuation assumptions.
new44Alphabet 2026 Proxy Statement
new(2)This value reflects the shift of the $2.0 million individual SVP bonus target value to the target value of annual PSU awards.
changed(3)Annualized (2)AnnualizedTarget Total Compensation was calculated by adding the annualized Target GSU Award Value, the annualized Target PSU Award Value, and the Annualized Total Cash Compensation, which for Anat, Ruth, Philipp, Prabhakar,and Kent in 2025 2024included $1.0 million in salary. salaryand$2.0millionthroughtheSVPbonusprogram.
newThe total GSU award is composed of the (i) target GSU award, which vests quarterly over three years from 2025 through 2027, and (ii) a supplemental (transitional) award, which vested quarterly during 2025.
newThe PSU payout depends on Alphabet’s relative total shareholder return relative to S&P 100 companies (TSR).
changedThe PSU awards will vest, if at all, on December 31, 2027, based on Alphabet’s TSR performancerelativetothecompaniescomprisingtheS&P100over a 2025-2027 performance period, subject to continued employment on the vesting date.
changedThe payout structure and time period of these PSUs mirror the structure of prior PSUs granted to Anat, Ruth, Prabhakar,Philipp, and Kent.
changedThe number of PSUs vesting will be determined after the end of the performance period based on the payout curve illustrated below. onpage45.
changed(1)The (1)Thenumber of PSUs vesting will be determined by linear interpolation for relative TSR ranks between the 25th and 50th percentiles and between the 50th and 75th percentiles.
newAlphabet 2026 Proxy Statement45
newSection 4—2026 Compensation Decisions
new2026 CEO Award
newThe Compensation Committee currently follows a triennial grant cadence for CEO equity awards.
newSundar’s last equity award was granted in December 2022, and fully vested at the end of December 2025.
newIn March 2026, the Compensation Committee granted a new equity award to Sundar to recognize his strong performance as CEO.
newThe 2026 award continues to use a mix of both performance-based and time-based equity; however, a larger percent of the total equity award, as compared to the 2022 award, is now tied to performance.
newThe on-target value of the Alphabet GSUs and PSUs was unchanged from the 2022 award with target values of $84,000,000 and two tranches of $63,000,000 each, respectively.
newThe PSU payout depends on Alphabet’s TSR.
new(1)The number of PSUs vesting will be determined by linear interpolation for relative TSR ranks between the 25th and 55th percentile and between the 55th and 75th percentile.
newThe performance-based portion of the award also includes a grant of Waymo and Wing Bet Performance Units (BPUs) with a target value of approximately $130,000,000 and $45,000,000, respectively.
newThe Waymo and Wing BPUs will vest, if at all, based on Waymo LLC's and Wing Aviation LLC’s increase in per unit value over a target three-year period, as established by the Compensation Committee.
newThis change to include an element of Bet performance in Sundar’s compensation supports Alphabet’s long-standing goal of investing in new technologies and reflects Sundar’s critical role as Alphabet CEO in overseeing its Other Bets.
new2026 Equity Awards
newOn April 7, 2026, the Compensation Committee approved equity awards for Anat, Ruth, Philipp, and Kent.
newNamed ExecutiveTarget Annual GSUAward Value ($)(1)Target PSU AnnualAward Value ($)(2)Aggregate TargetAnnual AwardValue ($)AnnualizedTarget TotalCompensation ($)(3)Anat Ashkenazi20,000,000 10,000,000 30,000,000 31,000,000 Ruth M.
newPorat20,000,000 9,000,000 29,000,000 30,000,000 Philipp Schindler26,000,000 16,000,000 42,000,000 43,000,000 Kent Walker20,000,000 9,000,000 29,000,000 30,000,000
new46Alphabet 2026 Proxy Statement
new(1)The 2026 GSU awards include a transitional amount, on top of the annual target value, to maintain target total compensation following the deprecation of the SVP Bonus program and the reallocation of the target bonus value to PSUs.
new2026 is the second and final year of the SVP bonus transition.
newThe transitional amounts were granted on April 8, 2026 as an addition to the 2026 annual GSU target awards.

Removed from 2025

Overview
Sundar Pichai Anat Ashkenazi Ruth M.
Porat Prabhakar Raghavan Philipp Schindler Kent Walker Chief Executive Officer, Alphabet and Google, and Director, Alphabet Senior Vice President, Chief Financial Officer, Alphabet and Google, as of July 31, 2024 President and Chief Investment Officer, Alphabet and Google; Chief Financial Officer, Alphabet and Google, through July 30, 2024 Senior Vice President, Knowledge and Information, Google, until October 16, 2024 Senior Vice President, Chief Business Officer, Google President, Global Affairs, Chief Legal Officer and Secretary, Alphabet and Google
Section 1 — Executive Summary
• Attract and retain the world’s best talent • Support our culture of innovation and performance • Align employee and stockholder interests
Alphabet 2025 Proxy Statement 41
Back to Contents
Proxy Statement Summary & Highlights Corporate Governance Director and ExecutiveCompensation Audit Matters Proposals Q&A
• High-technology or media company • Key talent competitor • High-growth, with a minimum of 50% of Alphabet’s revenue growth and/or headcount growth over the previous two-year period • $25 billion or more in annual revenue • $100 billion or more in market capitalization
Amazon.com, Inc. Intel Corporation Netflix, Inc. Apple Inc. International Business Machines Corporation Oracle Corporation Cisco Systems, Inc. Meta Platforms, Inc. Salesforce, Inc. Comcast Corporation Microsoft Corporation The Walt Disney Company
Alphabet 2025 Proxy Statement 42
Upon hire in 2024, Anat’s annual salary was set at $1.0 million.
SVP Bonus
The discretionary bonus provides individual participants with a maximum $2.0 million annual cash bonus opportunity.
The Compensation Committee is responsible for determining the payout of this bonus for each participant, taking into consideration the CEO’s review of company-wide performance and individual contributions made by each participant.
For 2024 performance, the Compensation Committee focused on our progress on sustainable operations and product launches, determining a maximum $2.0 million bonus was warranted.
For more detailed information and metrics on how we are making progress across a wide range of goals, please see our reports from 2024 at https://about.google/company-info/reports/, including our environmental, supply chain, and economic impact reports.
The Compensation Committee then considered Anat, Ruth, Prabhakar, Philipp, and Kent’s individual and collective accomplishments and contributions toward these goals.
In this assessment, the Compensation Committee decided to align the annualized amounts of the 2024 bonus payouts for all five individuals in recognition of the central and complementary role that each participant has played, both as individuals and as a group, in advancing our initiatives.
This resulted in a non-equity incentive plan value of $2.0 million each for Ruth, Prabhakar, Philipp, and Kent.
The resulting non-equity incentive plan value is $850,000 for Anat, which is prorated at the maximum opportunity based on her start date of July 31, 2024.
Beginning in 2025, Anat, Ruth, Prabhakar, Philipp, and Kent will no longer be eligible for an annual bonus.
For more information on this shift in value please see the section titled 2025 Equity Awards in Section 4 - Compensation Details.
Alphabet 2025 Proxy Statement 43
On April 16, 2024, the Compensation Committee approved the accrual of dividend equivalent units to current and future holders of all unvested stock units in connection with any regular cash dividend that may be declared by our Board from time to time (in 2024, such dividend declarations were approved and announced on April 25, July 23, and October 29).
This resulted in a modification of unvested awards granted in prior years to account for the issuance of dividend equivalent rights, as reflected in the “2024 Summary Compensation” table and the “Grants of Plan-Based Awards in 2024” table.
The “Outstanding Equity Awards at Fiscal Year-End 2024” table reflects dividend equivalents that are currently outstanding.
2024 Equity Awards
Named Executive Number of GSUs Granted(1) Target GSU Award Value ($) Number of PSUs Granted(1) Target PSU Award Value ($) Aggregate Target Award Value ($) Grant Cadence Annualized Target Total Compensation ($)(2) Anat Ashkenazi(3) 198,136 36,100,000 27,443 5,000,000 41,100,000 New Hire 26,000,000 Ruth M.
Porat 113,401 18,000,000 31,501 5,000,000 23,000,000 Annual 26,000,000 Prabhakar Raghavan 144,901 23,000,000 75,601 12,000,000 35,000,000 Annual 38,000,000 Philipp Schindler 144,901 23,000,000 75,601 12,000,000 35,000,000 Annual 38,000,000 Kent Walker 113,401 18,000,000 31,501 5,000,000 23,000,000 Annual 26,000,000
The same methodology was applied for Anat using the average closing stock price of Alphabet’s Class C capital stock during the month of July 2024 ($182.20).
At the time of hire, Anat’s annualized Target GSU Award Value was $18.0 million.
(3) As disclosed at the time of Anat’s appointment, Anat’s new hire package consists of: (i) a $13.1 million sign-on equity grant in the form of GSUs to compensate for the compensation from her prior company that she forfeited, half of which vested in September 2024 and the remainder of which vested in December 2024 and (ii) the following equity grants in the form of GSUs and PSUs as part of her go-forward compensation: a $17.0 million GSU grant, which vests quarterly in four equal installments in 2025, a $6.0 million GSU grant, which vests quarterly in four equal installments in 2026, and a $5.0 million PSU grant for the performance period January 1, 2024 through December 31, 2026.
Please see our Current Report on Form 8-K filed on June 7, 2024 for additional details about these awards.
The GSU awards to Ruth, Prabhakar, Philipp, and Kent vested 1/6th on June 25, 2024, and an additional 1/12th vests quarterly thereafter.
For additional details on Anat’s new hire package, including vesting schedules and PSU details, please see our Current Report on Form 8-K filed on June 7, 2024.
Alphabet 2025 Proxy Statement 44
Section 4 — 2025 Compensation Decisions
On February 28, 2025, the Compensation Committee approved equity awards for Anat, Ruth, Philipp, and Kent as part of our annual equity award structure.
With the discontinuation of the SVP Bonus program, the Compensation Committee approved a shift of the target value of the SVP Bonus ($2.0 million) into each individual’s annual PSU award.
Named Executive Target Annual GSU Award Value ($) Target PSU Annual Award Value ($)(1) Aggregate Target Annual Award Value ($) Annualized Target Total Compensation ($)(2) Anat Ashkenazi 19,000,000 8,000,000 27,000,000 28,000,000 Ruth M.
Porat 19,000,000 7,000,000 26,000,000 27,000,000 Philipp Schindler 24,000,000 14,000,000 38,000,000 39,000,000 Kent Walker 19,000,000 7,000,000 26,000,000 27,000,000
Upon vesting, each PSU and GSU will entitle the recipient to receive one share of Alphabet’s Class C capital stock (2) Annualized Target Total Compensation was calculated by adding the annualized Target GSU Award Value, the annualized Target PSU Award Value, and the Annualized Total Cash Compensation, which for Anat, Ruth, Philipp, and Kent in 2025 includes $1.0 million in salary.
Alphabet 2025 Proxy Statement 45
This resulted in the following number of total GSUs granted to each NEO in 2025: 121,779 to Anat, 116,407 to Ruth, 143,270 to Philipp, and 116,407 to Kent.
This resulted in the following target number of PSUs granted: 42,981 to Anat, 37,609 to Ruth, 75,217 to Philipp, and 37,609 to Kent.
Section 5 — Other Compensation Information
Alphabet 2025 Proxy Statement 46
To align our named executive officers’ interests with those of our stockholders, our Board has instituted minimum stock ownership requirements under our Corporate Governance Guidelines.
As of December 31, 2024, all of our named executive officers either met the applicable minimum stock ownership requirements or were within the grace period noted above to come into compliance with these requirements.
Alphabet’s TSR for the two-year performance period was 85.75%, which ranked Alphabet’s TSR at the 83.84th percentile relative to the S&P 100.
Our policy against insider trading prohibits all employees and our non-employee directors from engaging in certain transactions, including short-term (“in and out”) trading, short sales, hedging, or other derivative transactions involving Alphabet securities, pledging Alphabet securities as collateral, holding Alphabet securities in margin accounts, or placing limit orders or stop orders for Alphabet securities that are likely to remain open during a closed trading window or other restricted period.
Alphabet 2025 Proxy Statement 47
Alphabet 2025 Proxy Statement 48
Name and Principal Position Year Salary ($)(1) Bonus ($) Stock Awards ($)(2) Non-Equity Incentive Plan Compensation ($)(3) All Other Compensation ($)(4) Total ($) Sundar Pichai Chief Executive Officer, Alphabet and Google, and Director 2024 2,015,385 — 405,630 (5) — 8,304,028 (6) 10,725,043 2023 2,000,000 — — — 6,802,824 8,802,824 2022 2,000,000 — 218,037,684 — 5,947,461 225,985,145 Anat Ashkenazi Senior Vice President, Chief Financial Officer, Alphabet and Google, as of July 31, 2024 2024 (7) 423,077 9,900,000 38,522,579 850,000 282,479 49,978,135 2023 — — — — — — 2022 — — — — — — Ruth M.
Porat President and Chief Investment Officer, Alphabet and Google; Chief Financial Officer, Alphabet and Google, through July 30, 2024 2024 1,007,692 — 27,143,064 (8) 2,000,000 15,671 30,166,427 2023 1,000,000 — 24,831,430 1,500,000 15,700 27,347,130 2022 1,000,000 — 22,663,723 775,000 15,046 24,453,769 Prabhakar Raghavan Senior Vice President, Knowledge and Information, Google, until October 16, 2024 2024 1,007,692 — 43,972,310 (9) 2,000,000 12,164 46,992,166 2023 1,000,000 — 39,438,939 1,500,000 11,737 41,950,676 2022 1,000,000 — 35,295,496 775,000 10,329 37,080,824 Philipp Schindler Senior Vice President, Chief Business Officer, Google 2024 1,007,692 — 43,972,310 (9) 2,000,000 44,007 (10) 47,024,009 2023 1,000,000 — 39,438,939 1,500,000 14,032 41,952,971 2022 1,000,000 — 35,295,496 775,000 22,200 (10) 37,092,695 Kent Walker President, Global Affairs, Chief Legal Officer, and Secretary, Alphabet and Google 2024 1,007,692 — 27,143,064 (8) 2,000,000 12,004 30,162,760 2023 1,000,000 — 24,831,430 1,500,000 11,737 27,343,167 2022 1,000,000 — 22,663,723 775,000 12,541 24,451,264
(3) As described under the “SVP Bonus” section, these amounts reflect SVP bonus awards paid out on March 21, 2025 for performance in 2024.
(5) This amount reflects the incremental fair value of the modification of unvested awards granted in prior years to account for the issuance of dividend equivalent rights on all existing and future grants as declared by our Board when it approved the cash dividend program on April 25, 2024.
Alphabet 2025 Proxy Statement 49
(6) Includes $8,267,123 for personal security.
Please see our Current Report on Form 8-K filed on June 7, 2024 for additional details about these awards.
The amount also reflects the incremental fair value of the modification of unvested awards granted in prior years, $89,112, to account for the issuance of dividend equivalent rights as declared by our Board when it approved the cash dividend program on April 25, 2024.
The amount also reflects the incremental fair value of the modification of unvested awards granted in prior years, $113,864, to account for the issuance of dividend equivalent rights as declared by our Board when it approved the cash dividend program on April 25, 2024.
See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2024” table for details on the GSUs and PSUs awarded.
(10) Includes tax preparation services for Philipp in the amount of $22,176 in 2024 and $11,386 in 2022.
Alphabet 2025 Proxy Statement 50
Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards(2) Equity Grants Name Grant Date Date of Approval of Equity Awards by Committee Threshold ($) Target ($) Maximum ($) Threshold (#) Target(3) (#) Maximum (#) All Other Stock Awards: Number of Shares of Stock or Units(3) (#) Grant Date Fair Value of Stock Awards ($) Sundar Pichai N/A N/A — — — — — — 405,630 (4) Anat Ashkenazi N/A N/A 850,000 850,000 — — — — — Anat Ashkenazi 8/7/2024 5/25/2024 — — 13,722 27,443 54,886 — 6,672,217 (5) Anat Ashkenazi 8/7/2024 5/25/2024 — — — — — 32,931 5,293,658 (5) Anat Ashkenazi 8/7/2024 5/25/2024 — — — — — 93,305 14,998,779 (5) Anat Ashkenazi 8/7/2024 5/25/2024 — — — — — 71,900 11,557,925 (5) Ruth M.
Porat N/A N/A 2,000,000 2,000,000 — — — — — Ruth M.
Porat N/A N/A — — — — — — 89,112 (4) Ruth M.
Porat 5/1/2024 4/16/2024 — — 15,751 31,501 63,002 — 8,278,148 (5) Ruth M.
Porat 5/1/2024 4/16/2024 — — — — — 113,401 18,775,804 (5) Prabhakar Raghavan N/A N/A 2,000,000 2,000,000 — — — — — Prabhakar Raghavan N/A N/A — — — — — — 113,864 (4) Prabhakar Raghavan 5/1/2024 4/16/2024 — — 37,801 75,601 151,202 — 19,867,187 (5) Prabhakar Raghavan 5/1/2024 4/16/2024 — — — — — 144,901 23,991,259 (5) Philipp Schindler N/A N/A 2,000,000 2,000,000 — — — — — Philipp Schindler N/A N/A — — — — — — 113,864 (4) Philipp Schindler 5/1/2024 4/16/2024 — — 37,801 75,601 151,202 — 19,867,187 (5) Philipp Schindler 5/1/2024 4/16/2024 — — — — — 144,901 23,991,259 (5) Kent Walker N/A N/A 2,000,000 2,000,000 — — — — — Kent Walker N/A N/A — — — — — — 89,112 (4) Kent Walker 5/1/2024 4/16/2024 — — 15,751 31,501 63,002 — 8,278,148 (5) Kent Walker 5/1/2024 4/16/2024 — — — — — 113,401 18,775,804 (5)
(1) The company’s non-equity incentive plan award is the SVP bonus opportunity, which consists of a target and maximum of $2,000,000 and no threshold value.
See “SVP Bonus” under Section 3 of the CD&A for details on the SVP bonus opportunity.
The same methodology was applied for Anat using the average closing stock price of Alphabet’s Class C capital stock during the month of July 2024 ($182.20).
(4) This amount reflects the incremental fair value of the modification of unvested awards granted in prior years to account for the issuance of dividend equivalent rights as declared by our Board when it approved the cash dividend program on April 25, 2024.
Alphabet 2025 Proxy Statement 51
See “Equity Awards” under Section 3 of the CD&A and the “Grants of Plan-Based Awards in 2024” table for details on the GSUs and PSUs awarded.
Stock Awards(1) Name Grant Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested(2) ($) Number of Unearned Shares or Units of Stock That Have Not Vested(3) (#) Market Value of Unearned Shares or Units of Stock That Have Not Vested(2) ($) Sundar Pichai 12/19/2022 (4) — — 1,343,392 255,835,572 12/19/2022 (5) — — 671,696 127,486,249 12/19/2022 (6) 298,534 56,852,815 — — Anat Ashkenazi 8/7/2024 (7) — — 27,505 5,238,052 8/7/2024 (8) 33,006 6,285,663 — — 8/7/2024 (9) 93,517 17,809,377 — — Ruth M.
Porat 5/1/2024 (10) — — 31,608 6,019,428 5/1/2024 (11) 75,857 14,446,207 — — 5/3/2023 (12) — — 47,174 8,983,817 5/3/2023 (13) 56,609 10,780,618 — — 1/5/2022 (14) — — 34,108 6,495,528 Prabhakar Raghavan 5/1/2024 (15) — — 75,857 14,446,207 5/1/2024 (11) 96,928 18,458,968 — — 5/3/2023 (16) — — 113,217 21,561,045 5/3/2023 (13) 72,334 13,775,287 — — 1/5/2022 (17) — — 81,844 15,586,371 Philipp Schindler 5/1/2024 (15) — — 75,857 14,446,207 5/1/2024 (11) 96,928 18,458,968 — — 5/3/2023 (16) — — 113,217 21,561,045 5/3/2023 (13) 72,334 13,775,287 — — 1/5/2022 (17) — — 81,844 15,586,371 Kent Walker 5/1/2024 (10) — — 31,608 6,019,428 5/1/2024 (11) 75,857 14,446,297 — — 5/3/2023 (12) — — 47,174 8,983,817 5/3/2023 (13) 56,609 10,780,618 — — 1/5/2022 (14) — — 34,108 6,495,528
(1) If there are fractional shares outstanding, the number disclosed is rounded to the nearest whole share.

More changes truncated for legibility. Open the filings on SEC for full prose.

Cells reading “Not extracted” mean the deterministic extractor didn’t pick up that disclosure for the listed filing — not that it isn’t in the proxy. Open the company workspace and use Ask to query the CD&A directly.