•Block Head (our version of Chief Executive Officer) Compensation. At his request, Jack Dorsey receives no cash or equity compensation except for an annual salary of $2.75. • Annual “Say-on-Pay” Vote. We conduct an annual advisory vote on the compensation of our named executive officers. At our 2023 annual meeting of stockholders, approximately 98% of the votes cast on the “say-on-pay” proposal were voted in favor of the named executive officers’ compensation. •Robust Clawback Policies. In addition to the financial restatement clawback policy mandated by the U.S. Securities and Exchange Commission (the “SEC”) and the listing standards of the New York Stock Exchange (the “NYSE”) for Section 16 officers, all covered employees who receive severance via a change of control and severance agreement, including our executive officers, are subject to a severance clawback policy, which permits us to recover certain severance compensation if an employee engages in certain misconduct. | |
| BLOCK 2022 Proxy Statement•Independent Compensation Consultant. Our compensation committee engages its own independent compensation consultant to advise on executive and outside director compensation matters. | | | iii•Alignment of Compensation with Company Success. A substantial percentage of our executive officers’ compensation aligns with the long-term success of the company through grants of stock options and stock-based awards. •Risk Oversight. Strong oversight by our compensation committee mitigates risk and exposures. •Stock Ownership Guidelines. Our stock ownership guidelines require significant stock ownership levels and are designed to align the long-term interests of our executives and outside directors with those of our stockholders. |
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| BOARD OFOF DIRECTORS AND CORPORATE GOVERNANCE | |
Block, Inc., a Delaware corporation (referred to herein as the “Company���, “Block”, “we”, “us” or “our”), isWe are committed to having sound corporate governance principles. Our business affairs are managed under the direction of our board of directors, which is currently composed of 1310 members. Mr. Viniar and Dr. Patterson, who are each Class I directors, have informed the Company of their decision to not stand for re-election at the Annual Meeting. Their decision to not stand for re-election was not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. Their term as directors will end when their current term as Class I directors expires at the Annual Meeting. Concurrent with the Annual Meeting, the size of the board of directors will decrease from 13 directors to 11 directors. All of our current directors, other than Messrs. Carter, Dorsey and McKelvey, are independent within the meaning of the listing standards of the New York Stock Exchange.NYSE. Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. The following table sets forth the names, ages as of March 31, 2022April 26, 2024, and certain other information for each of the members of our board of directors with terms expiring at ourthe Annual Meeting, who are also nominees for election as a director at the Annual Meeting, and for each of the continuingother current members of our board of directors: Directors with Terms Expiring at the Annual Meeting/Nominees
| | | | | | | | | | | | | | | | | | | Jack Dorsey | | | I | | | 45 | | | Block Head and Chairperson | | | 2009 | | | 2022 | | | 2025 | Paul Deighton(1)* | | | I | | | 66 | | | Director | | | 2016 | | | 2022 | | | 2025 | Continuing Directors
| | | | | | | | | | | | | | | | | | | Roelof Botha(1)(2) | | | II | | | 48 | | | Director | | | 2011 | | | 2023 | | | — | Amy Brooks(3) | | | II | | | 47 | | | Director | | | 2019 | | | 2023 | | | — | Shawn Carter | | | II | | | 52 | | | Director | | | 2021 | | | 2023 | | | — | James McKelvey | | | II | | | 56 | | | Director | | | 2009 | | | 2023 | | | — | Randy Garutti(3) | | | III | | | 46 | | | Director | | | 2017 | | | 2024 | | | — | Mary Meeker(1) | | | III | | | 62 | | | Director | | | 2011 | | | 2024 | | | — | Sharon Rothstein(1) | | | III | | | 64 | | | Director | | | 2022 | | | 2024 | | | — | Lawrence Summers(2) | | | III | | | 67 | | | Director | | | 2011 | | | 2024 | | | — | Darren Walker(3) | | | III | | | 62 | | | Director | | | 2020 | | | 2024 | | | — |
directors. As previously announced, Ms. Rothstein, who currently serves as a Class III director, will not stand for reelection at the Annual Meeting. Ms. Rothstein’s term will expire at the Annual Meeting.
| | | | | | | | | | | | | Name | | Class | | Age | | Position | | Director Since | | Current Term Expires | | Expiration of Term For Which Nominated | | | | | | | | | | | | | | Directors with Terms Expiring at the Annual Meeting/Nominees | Randall Garutti(1)(2) | | III | | 49 | | Director | | 2017 | | 2024 | | 2027 | Mary Meeker(2) | | III | | 64 | | Director | | 2011 | | 2024 | | 2027 | | | | | | | | | | | | | | Continuing Directors | Jack Dorsey | | I | | 47 | | Block Head, Square Head and Chairperson | | 2009 | | 2025 | | — | Paul Deighton(2)(3) | | I | | 68 | | Director | | 2016 | | 2025 | | — | Neha Narula(1)(3) | | I | | 42 | | Director | | 2023 | | 2025 | | — | Roelof Botha(2)(3) | | II | | 50 | | Lead Independent Director | | 2011 | | 2026 | | — | Amy Brooks(1) | | II | | 49 | | Director | | 2019 | | 2026 | | — | Shawn Carter | | II | | 54 | | Director | | 2021 | | 2026 | | — | James McKelvey | | II | | 58 | | Director | | 2009 | | 2026 | | — | | | | | | | | | | | | | | Non-Continuing Director | Sharon Rothstein(2) | | III | | 66 | | Director | | 2022 | | 2024 | | — |
| (1)
Member of our compensation committee
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(1)Member of our nominating and corporate governance committee. (2)Member of our compensation committee. (3)Member of our audit and risk committee.
| (2)
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(3)
| Member of our nominating and corporate governance committee |
*
| Effective at the Annual Meeting, Mr. Deighton will join our audit and risk committee and serve as its Chair following Mr. Viniar’s departure. |
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TABLE OF CONTENTSDirector Nominees
NomineesRandall Garutti has served as a member of our board of directors since July 2017. Since April 2012, Mr. Garutti has served as Chief Executive Officer and on the board of directors of Shake Shack, Inc. (“Shake Shack”). Mr. Garutti has announced that he expects to step down from both roles effective May 2024 and transition to an advisor role through year end. Prior to becoming Chief Executive Officer of Shake Shack, Mr. Garutti served as its Chief Operating Officer since January 2010. Before Shake Shack, Mr. Garutti was the Director of Operations for Union Square Hospitality Group, LLC, overseeing the operations for all its restaurants. Additionally, Mr. Garutti serves on the board of directors of the Columbus Avenue Business Improvement District, a not-for-profit organization. He previously served on the board of directors of USHG Acquisition Corp. from February 2021 to December 2022. Mr. Garutti holds a B.S. in Hotel Administration from Cornell University’s School of Hotel Administration. Mr. Garutti was selected to serve on our board of directors because of his business expertise and leadership of a global brand. Mary Meeker has served as a member of our board of directors since June 2011. Since January 2019, Ms. Meeker has served as a General Partner of Bond Capital. From December 2010 to December 2018, Ms. Meeker served as a General Partner of Kleiner Perkins Caufield & Byers. From 1991 to 2010, Ms. Meeker served as Managing Director and Research Analyst with Morgan Stanley. Ms. Meeker previously served on the boards of directors of LendingClub Corporation, from June 2012 to June 2019, and DocuSign, Inc., from July 2012 to June 2019, and currently serves on the board of directors of Nextdoor Holdings, Inc. and a number of privately held companies as well as the Defense Innovation Board. Ms. Meeker holds a B.A. in Psychology from DePauw University and an M.B.A. from Cornell University.Ms. Meeker was selected to serve on our board of directors because of her extensive experience advising and analyzing technology companies. Continuing Directors Jack Dorsey is our co-founder and has served as our principal executive officer and as a member of our board of directors since July 2009, having previously served as our Chief Executive Officer and President sincefrom July 2009 until his title changed to Block Head as of April 2022. Mr. Dorsey has also served as our Square Head since October 2023 and as Chairperson of our board of directors since October 2010. From May 2007 to October 2008, Mr. Dorsey served as President and Chief Executive Officer of Twitter, Inc. (“Twitter”). Mr. Dorsey returned to serve as Chief Executive Officer of Twitter from July 2015 until November 2021. He has served as a director of Twitter since May 2007 and will not stand for re-election at Twitter’s 2022 annual stockholders’ meeting. From December 2013 to March 2018, Mr. Dorsey served as a member ofon the board of directors of The Walt Disney Company. Twitter from May 2007 to May 2022.Mr. Dorsey was selected to serve on our board of directors because of the perspective and experience he provides as one of our founders and our Block Head, as well as his extensive experience with technology companies and innovation. Paul Deighton has served as a member of our board of directors since May 2016. In April 2024, it was announced that Mr. Deighton will serve as Chairman of Goldman Sachs International and Goldman Sachs International Bank. Mr. Deighton has served as the non-executive Chairperson of The Economist Group since July 2018 and the non-executive Chairman of Heathrow Airport Holdings Limited, the owner of Heathrow Airport in the United Kingdom since June 2016. From December 2012 to May 2015, Mr. Deighton served as Commercial Secretary to the Treasury and as a member of the House of Lords in the United Kingdom. Mr. Deighton previously served as the Chief Executive Officer of the London Organising Committee of the Olympic and Paralympic Games and held various roles at Goldman.Goldman Sachs. Mr. Deighton currently serves as the non-executive Chairperson of Hakluyt Company Limited, an advisory firm, and as a member of the Restoration and Renewal Programme Sponsor Body of the Houses of Parliament.firm. Mr. Deighton holds a B.A. in Economics from Trinity College, Cambridge University. Mr. Deighton was selected to serve on our board of directors because of his financial and business expertise, as well as his international perspective and his government and regulatory experience. Neha Narula has served as a member of our board of directors since July 2023. Dr. Narula has served as a Director of the Digital Currency Initiative at the Massachusetts Institute of Technology (“MIT”) Media Lab, an interdisciplinary research lab focusing on cryptocurrencies and blockchain technology, since January 2017, and she previously was the Director of Research in digital currency at MIT Media Lab from May to December 2016. Prior to joining MIT, Dr. Narula was a Senior Software Engineer at Google. Dr. Narula currently serves on the Financial Industry Regulatory Authority’s FinTech Industry Committee and
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the Federal Reserve Bank of New York’s Innovations Advisory Council. She also previously served on PayPal’s Blockchain, Crypto, and Digital Currencies Advisory Council and the World Economic Forum’s Global Futures Council on Blockchain. Dr. Narula holds a B.A. in Mathematics and Computer Science from Dartmouth College and a Master’s degree and a Ph.D. in Computer Science from MIT. Dr. Narula was selected to serve on our board of directors because of her experience with distributed systems, cryptography, cryptocurrencies and programmable money. Roelof Botha has served as a member of our board of directors since January 2011 and has been appointed as our Lead Independent Director effective at the Annual Meeting.since June 2022. Since January 2003, Mr. Botha has served in various positions at Sequoia Capital, a venture capital firm, including as a Senior Steward and as a Managing Member of Sequoia Capital Operations, LLC. From 2000 to 2003, Mr. Botha served in various positions at PayPal Holdings, Inc., including as Chief Financial Officer. Mr. Botha currently serves as the Chairman of the board for Unity Software Inc. and on the boards of directors of 23andMe Holding Co., Bird Global, Inc., Eventbrite, Inc. (“Eventbrite”), Natera, Inc., MongoDB, Inc. and Unity Software Inc. and a number of privately-heldprivately held companies. Mr. Botha has notifiedpreviously served on the boards of directors of Bird Global, Inc., from June 2018 to December 2022, and Eventbrite, that he does not planInc., from October 2009 to stand for re-election when his current term expires at the company’s 2022 annual meeting of stockholders, expected to be held in June 2022. Mr. Botha holds a B.S. in Actuarial Science, Economics and Statistics from the University of Cape Town and an M.B.A. from the Stanford Graduate School of Business. Mr. Botha was selected to serve on our board of directors because of his financial and managerial experience. Amy Brooks has served as a member of our board of directors since October 2019. Since November 2017,January 2024, Ms. Brooks has served as President, New Business Ventures at the National Basketball Association, after serving as President, Team Marketing & Business Operations and Chief Innovation Officer atfrom November 2017 to December 2023, the National Basketball Association (“NBA”), after serving as Executive Vice President from May 2014 to November 2017 and Senior Vice President from January 2010 to | | | BLOCK 2022 Proxy Statement
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May 2014. Ms. Brooks also currently serves on the board of the Positive Coaching Alliance and on the boardboards of directors of a privately-held company.number of privately held companies and charitable organizations. Ms. Brooks holds a B.A. in Political Science and Communication from Stanford University and an M.B.A. from the Stanford Graduate School of Business. Ms. Brooks was selected to serve on our board of directors because of her sales and marketing experience as well as her expertise in growing a global brand. Shawn Carter has served as a member of our board of directors since May 2021. Known professionally as Jay-Z, Mr. Carter is a musician, songwriter, record executive, producer and entrepreneur. He has served as the co-founder and majority owner of Roc Nation LLC and founder of Marcy Media LLC, a full-service agency and entertainment company, since 2008 and co-founder and Manager of Marcy Venture Partners, L.P., a venture capital and private equity firm, since March 2019. SinceMr. Carter founded TIDAL, which is now majority owned by Block, in March 2015, he has beenand remains a founder, shareholder and artist of TIDAL, which is currently majority owned by Block.the music streaming service. Since 2014, Mr. Carter has served as the co-founder, managerManager and board member of Ace of Spades Holdings, LLC, a luxury champagne company, and serves on the boards of directors of a number of privately-heldprivately held companies. Mr. Carter has also served as the Chief Visionary Officer of TPCO Holdings Corp. (“TPCO Holdings”) since November 2020, and previously the Chief Brand Strategist of Caliva, from July 2019 until its acquisition by TPCO Holdings in November 2020. Since 2003, Mr. Carter has served as the founder of the Shawn Carter Scholarship Foundation, a charitable organization focused on education. He also currently serves on the board of directors of REFORM, a philanthropic organization advocating for criminal justice reform. Mr. Carter previously served as the Chief Visionary Officer of TPCO Holding Corp. (“TPCO Holding”) from November 2020 to 2023, and as the Chief Brand Strategist of CMG Partners, Inc., or Caliva, from July 2019 until its acquisition by TPCO Holding in November 2020.Mr. Carter was selected to serve on our board of directors because of his entrepreneurial experience and expertise in the music industry, which is valuable for our TIDAL business. James McKelvey is our co-founder and has served as a member of our board of directors since July 2009. Since March 2012, Mr. McKelvey has served in various positions at Mira Smart Conferencing, Inc., a digital conferencing company. Mr. McKelvey previously servedcurrently serves on the boardsboard of directors of MoneyonMobile, Inc. from May 2016 to August 2018Emerson Electric Co. and Ajax I Holdings, Inc. from October 2020 to August 2021, and currentlypreviously served as Chair of the St. Louis Federal Reserve. He also serves on the boards of directors of a number of privately-held companies, as well as the Federal Reserve Bank of St. Louis.privately held companies. Mr. McKelvey holds a B.S. in Computer Science and a B.A. in Economics from Washington University in St. Louis. Mr. McKelvey was selected to serve on our board of directors because of the perspective and experience he brings as one of our founders.
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Randy Garutti has served as a memberContents
Mr. Garutti was selected to serve on our board of directors because of his business expertise and leadership of a global brand.
Mary Meeker has served as a member of our board of directors since June 2011. Since January 2019, Ms. Meeker has served as a General Partner of Bond Capital. From December 2010 to December 2018, Ms. Meeker served as a General Partner of Kleiner Perkins Caufield & Byers.
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TABLE OF CONTENTSNon-Continuing Directors
From 1991 to 2010, Ms. Meeker worked at Morgan Stanley as a Managing Director and Research Analyst. Ms. Meeker previously served on the boards of directors of LendingClub Corporation from June 2012 to June 2019 and DocuSign, Inc. from July 2012 to June 2019, and currently serves on the boards of directors of Nextdoor Holdings, Inc. and a number of privately-held companies. Ms. Meeker holds a B.A. in Psychology from DePauw University and an M.B.A. from Cornell University.
Ms. Meeker was selected to serve on our board of directors because of her extensive experience advising and analyzing technology companies.
Sharon Rothstein has served as a member of our board of directors since January 2022. Since October 2018, Ms. Rothstein has served as an Operating Partner at Stripes, LLC (“Stripes”), a growth equity firm. Prior to joining Stripes, Ms. Rothstein served as Executive Vice President, Global Chief Marketing Officer, and subsequently, as Executive Vice President, Global Chief Product Officer of Starbucks Corporation (“Starbucks”) from April 2013 to February 2018. Prior to joining Starbucks, Ms. Rothstein held senior marketing and brand management positions with Sephora, Godiva, Starwood Hotels and Resorts, Nabisco Biscuit Company and Procter & Gamble. Ms. Rothstein currently serves on the boards of directors of Yelp Inc., InterContinental Hotels Group PLC and a number of privately-heldprivately held companies. She previously served on the board of directors of Afterpay Limited (“Afterpay”) from June 2020 until its acquisition by Block in 2022. Ms. Rothstein holds a Bachelor of Commerce from the University of British Columbia and an M.B.A. from the University of California, Los Angeles. Ms. Rothstein was appointed to our board of directors pursuant to the terms and conditions ofin connection with Block’s acquisition of Afterpay Limited.Afterpay. She was selected to serve on our board of directors because of her marketing expertise and global operations experience. Dr. Lawrence Summers has served as a member of our board of directors since June 2011. Since January 2011, Dr. Summers has served as the Charles W. Eliot University Professor & President Emeritus of Harvard University and the Weil Director of the Mossaar-Rahmani Center for Business & Government at the Harvard Kennedy School. From January 2009 to December 2010, Dr. Summers served as Director of the National Economic Council for President Obama. Dr. Summers previously served as President of Harvard University, and he has also served in various other senior policy positions, including as Secretary of the Treasury and Vice President of Development Economics and Chief Economist of the World Bank. Dr. Summers previously served on the board of directors of LendingClub Corporation from December 2012 to June 2018, and currently serves as the Chairperson of the International Advisory Board at Santander Bank and on the boards of directors of Skillsoft Corp. and Doma Holdings, Inc., as well as several privately-held companies. Dr. Summers holds a B.S. in Economics from Massachusetts Institute of Technology and a Ph.D. in Economics from Harvard University. Dr. Summers was selected to serve on our board of directors because of his extensive policy experience and in-depth knowledge of macroeconomic trends.
Darren Walker has served as a member of our board of directors since June 2020. Since 2013, Mr. Walker has served as the President of the Ford Foundation, a philanthropic organization. From 2010 to 2013, he served as Vice President for Education, Creativity and Free Expression at the Ford Foundation. Prior to the Ford Foundation, Mr. Walker worked for the Rockefeller Foundation, a philanthropic organization, and served as a Vice President responsible for foundation initiatives from 2005 to 2010. Mr. Walker currently serves on the boards of directors of Ralph Lauren Corporation, PepsiCo, Inc. and on the boards of directors of several non-profit organizations, including the National Gallery of Art, Lincoln Center for the Performing Arts, Friends of the High
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Line, the Smithsonian National Museum of African American History & Culture and Carnegie Hall. Mr. Walker is also a member of the Council on Foreign Relations and the American Academy of Arts and Sciences. Mr. Walker holds B.A., B.S. and J.D. degrees from the University of Texas at Austin.
Mr. Walker was selected to serve on our board of directors because of his philanthropic experience and work around social justice, which is aligned with Block's purpose of economic empowerment.
Our Class A common stock is listed on the New York Stock Exchange.NYSE. Under theNYSE listing standards, of the New York Stock Exchange, independent directors must comprise a majority of a listed company’s board of directors. In addition, theNYSE listing standards of the New York Stock Exchange require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under theNYSE listing standards, of the New York Stock Exchange, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). As noted in the commentary to the listing standards, the concern is independence from management. Audit and risk committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and theNYSE listing standards of the New York Stock Exchange.standards. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and theNYSE listing standards of the New York Stock Exchange. standards.Our board of directors has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning their background, employment and affiliations, our board of directors has determined that none of Mses. Brooks, Meeker, and Rothstein,Rothstein; Dr. Narula; or Messrs. Botha, Deighton, Garutti, Viniar and Walker and Drs. Patterson and SummersGarutti has a material relationship with the Company and that each of these current directors is “independent” as that term is defined under NYSE listing standards. Former director Dr. Lawrence Summers (who resigned from our board of directors on February 9, 2024) was also determined to be independent within the applicable rules and regulationsmeaning of the Securities and Exchange Commission (“SEC”) and theNYSE listing standards during the period in which he served on our board of the New York Stock Exchange.directors. In making the determination of the independence of our directors, the board of directors considered relevant transactions between Block and entities associated with our directors or members of their immediate families, including transactions involving Block and payments made to or from companies and entities in the ordinary course of business where our directors or members of their immediate families serve as partners, directors or as a member of the executive management of the other party to the transaction, and determined that none of these relationships constitute material relationships that would impair the independence of our directors. In addition, each member of our audit and risk committee and our compensation committee meets the enhanced independence standards required for such committee members under the applicable rules and regulations of the SEC and the NYSE listing standards.Board of Directors Leadership Structure and Role of Our Lead Independent Director Mr. Dorsey currently servesOur board of directors does not have a policy as to whether the roles of the Chairperson of our board of directors and as our Block Head.Head should be separate or combined. Our independentboard of directors bring experience, oversightbelieves that it should have the flexibility to make this determination as circumstances require and expertise from outsidein a manner that it believes is best to provide appropriate leadership for our company. Currently, Mr. Dorsey serves as both the Chairperson of our Company, while Mr. Dorsey brings current company-specific experience, leadershipboard of directors and insight.our principal executive officer. As our co-founder and Block Head, Mr. Dorsey is best positioned to identify and drive strategic priorities, oversee product development, identify key areas of risk for the company, lead critical discussions and execute our business plans.
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Our board of directors has adopted Corporate Governance Guidelines that provide that one of our independent directors should serve as our Lead Independent Director at any time when the Chairperson of our board of directors is not independent, including when our Block Head serves | | | BLOCK 2022 Proxy Statement
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as the Chairperson of our board of directors.independent. Because Mr. Dorsey is our Chairperson and is not an “independent” director as defined in theNYSE listing standards, of the New York Stock Exchange, our board of directors has appointed aRoelof Botha as our Lead Independent Director. Mr. ViniarBotha, a director since 2011, has served as our Lead Independent Director since November 2015. In connection with Mr. Viniar’s decision to not stand for re-election at the Annual Meeting, the board appointed Mr. Botha as Lead Independent Director, effective at the Annual Meeting. Mr. Botha has served on the board of directors since January 2011.June 2022. As a seasoned director with extensive experience in the financial technology industry, heMr. Botha has played an essential role in advising our senior management in key strategic areas and has provided independent oversight in his roleroles as a member of both our audit and risk committee and our compensation committee, and our board of directors believes that he will beis a strong, independent and effective Lead Independent Director.
OurAs our Lead Independent Director, Mr. Botha is responsible for, among other things, responsible formatters: •presiding at all meetings of the following:board of directors at which the Chairperson is not present, including executive sessions of the independent directors; •calling, determining the agenda for and serving as chairperson of meetings of independent directors and directors; •approving the agendas for regularly scheduled meetings of the board of directors meetings;and providing feedback on the board meeting schedule; •facilitating discussion and open dialogue among the independent directors both during board meetings, executive sessions and outside of board meetings;of directors’ meetings, including by presiding over executive sessions; •providing feedback to the Company’sour Block Head and Chairperson of theour board of directors regarding the executive sessions; •alongside with the Chair of our audit and risk committee, consulting with our Block Head on risk matters requiring the consideration of our board of directors; •serving as liaison between the Chairperson of our board of directors and theour independent directors, without inhibiting direct communication between them; •in consultation with our nominating and corporate governance committee, reviewing and reporting on the results of our board of directorsdirectors’ and its committees’ performance self-evaluations; •providing input on the composition of our board of directors; •serving as spokesperson for the Company as requested; and •performing such other responsibilities as may be designated by a majority of theour independent directors from time to time. We believe that theour leadership structure of Mr. Dorsey’s combined roleDorsey serving as both Chairperson of our board of directors and havingBlock Head, with a separate Lead Independent Director, is appropriate because it provides a balance between Mr. Dorsey’s company-specific experience, leadership and insight and our independent directors’ experience, leadership, oversight and expertise from outside of our company. This structure also enables strong leadership, creates clear accountability and enhances our ability to communicate our message and strategy clearly and consistently to stockholders while ensuring robust, independent oversight by theour board of directors and our independent directors, led by our Lead Independent Director. Board of Directors Meetings, Attendance and Committees During our fiscal year ended December 31, 2021,2023, our board of directors held sixfour meetings, (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which they have beensuch director has served as a director and (ii) the total number of meetings held by all committees of our board of directors on which they havesuch director has served during the periods that they served.such director has served as a committee member, except Roelof Botha, who attended 72% of the aggregate of (i) and (ii). Mr. Botha attended all meetings of our board of directors during the fiscal year ended December 31, 2023. Mr. Botha’s absences from committee meetings were largely due to late adjustments to existing meeting schedules. Mr. Botha was briefed on matters covered at committee meetings, which included receipt of presentation materials provided. In addition, Mr. Botha made himself available to management between meetings to consult on specific matters.
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Although our Corporate Governance Guidelineswe do not have a formal policy regarding attendance by members of our board of directors at our annual meetingsmeeting of stockholders, we encourage, but do not require, our directors to attend. All but one of our directors who were serving as directors at the time attended our 20212023 annual meeting of stockholders. Our board of directors has established an audit and risk committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each | | | BLOCK 2022 Proxy Statement
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of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. In addition to the responsibilities described below, each of the audit and risk committee, compensation committee, and nominating and corporate governance committee provide oversight over the relevant activities of Square Financial Services, Inc. (“Square Financial Services”).
Our audit and risk committee currently consists of Messrs. Botha and ViniarDeighton and Drs. Patterson and Summers,Dr. Narula, with Mr. ViniarDeighton serving as Chair. Each of Mr. Viniar and Dr. Patterson will remainSummers served on theour audit and risk committee throughout 2023 until the Annual Meeting. Mr. Deighton will join the audit and risk committee and serve as Chair, effective at the Annual Meeting. his departure from our board of directors in February 2024.Each of our current audit and risk committee members and Mr. Deighton meets (and during his tenure, Dr. Summers met) the requirements for independence for audit committee members under theNYSE listing standards of the New York Stock Exchange and SEC rules and regulations. Each member of our audit and risk committee also meets the financial literacy and sophistication requirements of theNYSE listing standards of the New York Stock Exchange.standards. In addition, our board of directors has determined that each of Messrs. Botha Viniar and Deighton is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (“Regulation S-K”). Our audit and risk committee is, among other things,matters, responsible for the following: •selecting and hiring a qualified independent registered public accounting firm to audit our financial statements; •helping to ensure the independence and performance of the independent registered public accounting firm; •reviewing our financial statements and discussing the scope and results of the independent audit and quarterly reviews with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations and the reports and certifications regarding internal controls over financial reporting and disclosure controls; •preparing, reviewing and approving the audit and risk committee report that the SEC requires to be included in our annual proxy statement; •reviewing the adequacy and effectiveness of our disclosure controls and procedures, and developingoverseeing procedures established for employees to submit concerns anonymously about questionable accounting or audit matters; •reviewing and discussing with management our program and policies on risk assessment and risk management, including risks associated with data privacy, data security and cybersecurity; •reviewing and discussing with management the overall adequacy and effectiveness of our legal, regulatory and compliance programs; •reviewing and overseeing related party transactions for which review or oversight is required by applicable law or required to be disclosed in our financial statements or SEC filings; and •approving or, as required, pre-approving, all audit and all permissible non-audit services and fees to be performed by the independent registered public accounting firm. Our audit and risk committee charter provides that, consistent with NYSE listing standards, no member of our audit and risk committee should simultaneously serve on the audit committees of more than two additional public companies unless our board of directors determines that such simultaneous service would not impair the ability of such member to effectively serve on our audit and risk committee and we disclose such determination. Our board of directors has considered Mr. Botha’s simultaneous service on the audit committees of three additional public companies and has determined that such simultaneous service does not impair his ability to effectively serve as a member of our audit and risk committee. We believe that Mr. Botha’s financial and managerial experience continue to provide valuable insight.
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Our audit and risk committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and theNYSE listing standards of the New York Stock Exchange.standards. A | | | BLOCK 2022 Proxy Statement
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copy of the charter of our audit and risk committee is available on our investor relations website at https://investors.block.xyz.investors.block.xyz. Information on or accessible through our website is not incorporated by reference in this proxy statement. During 2021,2023, our audit and risk committee held fiveeight meetings. Our compensation committee consists of Mses. Meeker and Rothstein and Messrs. Botha, Deighton and Deighton,Garutti, with Ms. Meeker serving as Chair. Ms. RothsteinMr. Garutti was appointed to theour compensation committee effectivein April 20, 2022.2024. Each of our compensation committee members, as well as Ms. Rothstein, who will serve on the compensation committee until the expiration of her term as a member of our board of directors at the Annual Meeting, meets the requirements for independence for compensation committee members under theNYSE listing standards of the New York Stock Exchange and SEC rules and regulations, including Rule 10C-1 under the Exchange Act. Each of Mses. Meeker and Rothstein and Mr.Messrs. Botha and Deighton is also a “non-employee director,”director” as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is, among other things,matters, responsible for the following: •reviewing approving and determining,approving, or making recommendations to our board of directors regarding, the compensation of our executiveSection 16 officers; •overseeing our overall compensation philosophy and compensation policies, plans and benefits programs, including those for our executiveSection 16 officers; administering our equity compensation plans; and
reviewing, approving•evaluating and making recommendations to our board of directors regarding incentivethe compensation of our directors; and •administering our equity compensation plans. Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and theNYSE listing standards of the New York Stock Exchange.standards. A copy of the charter of our compensation committee is available on our investor relations website at https://investors.block.xyz.investors.block.xyz. During 2021,2023, our compensation committee held fivesix meetings. Our compensation committee may delegate its authority and duties to subcommittees or individuals as it deems appropriate and in accordance with applicable laws and regulations. Our compensation committee has delegated authority to our management equity committee, which during 20212023 consisted of our Block Head and People Lead, to make equity grants within predetermined guidelines to employees and consultants who are not our Section 16 officers or members of our management equity committee. In addition, our compensation committee may establish, and has in the past established, a subcommittee comprised entirely of members of theour compensation committee, that meet the requirements of a “non-employee director,” as such term is used at the beginning of this section. This subcommitteewhich has the nonexclusive authority to grant equity and other awards under our compensation plans, including, if applicable, awards that comply with Section 16 of the Exchange Act, to the extent applicable. including Rule 16b-3 thereunder.Nominating and Corporate Governance Committee Our nominating and corporate governance committee currently consists of Ms. Brooks, Dr. Narula and Messrs.Mr. Garutti, Viniar and Walker, with Mr. Garutti serving as Chair. Mr. Viniar will remain on the nominating and corporate governance committee until the Annual Meeting. Each of our nominating and corporate governance committee members meets the requirements for independence under theNYSE listing standards of the New York Stock Exchange and SEC rules and regulations. Our nominating and corporate governance committee is, among other things,matters, responsible for the following: •identifying, evaluating and making recommendations to our board of directors regarding nominees for election to our board of directors and its committees; | | | BLOCK 2022 Proxy Statement
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•evaluating the performance of our board of directors, individual directors and our Block Head; •considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees; overseeing, •reviewing and making recommendations to our board of directors regarding our corporate governance practices, including our Corporate Governance Guidelines;Guidelines and our Code of Business Conduct and Ethics;
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•overseeing the Company’sour process for stockholder communications with the board of directors; •overseeing our commitment to inclusion and diversity (“I&D”), including our I&D policies and programs, and conducting a periodic review of our I&D efforts with our People Lead and Inclusion and Diversity Lead; providing oversight•conducting periodic reviews of our commitment to environmental, social, and governance (“ESG”) programming and corporate responsibility initiatives, with periodic review of our ESG efforts with our Chief Financial Officer and Global ESG Lead;initiatives; •reviewing and monitoring compliance with our Code of Business Conduct and Ethics and other actual and potential conflicts of interest of our board of directors and corporate officers, other than transactions with related parties reviewed by theour audit and risk committee; and •reviewing the succession planning for our Block Head, as well as each of our other members of our executive management team. Our nominating and corporate governance committee operates under a written charter that satisfies the applicable NYSE listing standards of the New York Stock Exchange.standards. A copy of the charter of our nominating and corporate governance committee is available on our investor relations website at https://investors.block.xyz.investors.block.xyz. During 2021,2023, our nominating and corporate governance committee held four meetings. CompensationCompensation Committee Interlocks and Insider Participation None of the current members of our compensation committee, or any member that served during the past fiscal year, is or has been an officer or employee of our Company.company, or had any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our compensation committee. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors. ConsiderationsConsiderations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees, includingwhich may include reviewing candidates whom our stockholders have properly submitted for recommendation or retaining a third-party executive search firm from time to time to identify and review candidatescandidates. We maintain policies and procedures for membership on our board of directors. In its evaluation of director candidates, which require our nominating and corporate governance committee will | | | BLOCK 2022 Proxy Statement
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considerto evaluate director candidates in light of the current size and composition, organization and governance of our board of directors and the needs of our board of directors and its committees. There is no difference in the respective committeesevaluation process of our boarda director candidate recommended by a stockholder as compared to the evaluation process of directors.a candidate identified by any other means. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation:
•Issues of character,Character, integrity and judgment:judgment: Nominees must have the highest personal and professional ethics.
•Diversity:Diversity: Although our board of directors does not have specific requirements with respect to board diversity, it believes that our board should be diverse, including with respect to factors such as gender, race, ethnicity and experience. Further,Representation and diversity of perspective is important in furthering our purpose of economic empowerment and how we build for the customers we serve. Our nominating and corporate governance committee has adopted a practice for open director positions which is similar to our RISE (Remarkable Interview Slate Enforcement) program, which we use for employee recruiting. RISE aims at ensuringthat ensures we are consistently considering diverse slates of candidates by committing to interviewing at least one underrepresented minority or woman of any race/ethnicity for open positions in the U.S.candidates.
•Area of expertise:expertise: Nominees must also have the ability to offer advice and guidance to our Block Head and other members of management based on proven achievement and leadershipexpertise in the companies or institutions with which they are, or have been, affiliated.their fields. •Potential conflicts of interest and other commitments: Director candidatescommitments: Nominees must understand the fiduciary responsibilities that are required of a member of our board of directors and have sufficient time available in the judgment
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available to perform all board of director and committee responsibilities. Members of our board of directors are expected to prepare for, attend and participate in all board of director and applicable committeedirectors’ meetings. •Other individual qualities and attributes:attributes: Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, areto be in our and our stockholders’ best interests. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection. While factors relating to diversity were considered for our current directors, no single factor was determinative with respect to any of our current directors. | | | BLOCK 2022 Proxy Statement
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Stockholder
Stockholder Recommendations and Nominations to theour Board of Directors Our nominating and corporate governance committee will consider director candidates recommended by stockholders holding the lesser of: (i) $2,000 in market value or (ii) one percent (1%) on a fully diluted basis of the Company’s securities continuously for at least twelve (12) months prior to the date of the submission of the recommendation, so long as such recommendations comply with our amended and restated certificate of incorporation, our amended and restated bylaws and any applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws and our policies and procedures for director candidates, as well as the director nominee criteria described above that is applicable to all director candidates. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing tomay recommend a candidate for nomination should contactby submitting the recommendation in writing to our Chief Legal Officer and Corporate Secretary or legal department in writing.at Block, Inc., 1955 Broadway, Suite 600, Oakland, CA 94612. Such recommendationsrecommendation must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our capital stock and a signed letter from the candidate confirming willingness to serve on our board of directors and any additional information required by our amended and restated bylaws.directors. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors. Under our amended and restated bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our amended and restated bylaws and should be sent in writing to our Corporate Secretary at Block, Inc., 1455 Market Street,1955 Broadway, Suite 600, San Francisco, California 94103.Oakland, CA 94612. To be timely for the 2023our 2025 annual meeting of stockholders, our Corporate Secretary must receive the nomination no earlier than the close of business on February 14, 202318, 2025 and no later than the close of business on March 16, 2023,20, 2025, or in the event that we hold the 2023our 2025 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, no earlier than the close of business on the 120th day before the 2023our 2025 annual meeting of stockholders and no later than the close of business on the later of either (i) the 90th day prior to the 2023our 2025 annual meeting of stockholders or (ii) the 10th day following the day on which public announcement of the date of the 2023our 2025 annual meeting of stockholders is first made if such first public announcement is less than 100 days prior to the date of the 2023our 2025 annual meeting of stockholders. Any notice of director nomination submitted must include the information required by Rule 14a-19(b) under the Exchange Act.
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Communications with theNon-Management Members of Our Board of Directors Interested parties wishing to communicate with our board of directors or with an individual member ornon-management members of our board of directors may do so by writing to our board of directors or to the particular non-management member or members of our board of directors, and mailing the correspondence via registered or overnight mail to our Chief Legal Officer and Corporate Secretary at Block, Inc., 1455 Market Street,1955 Broadway, Suite 600, San Francisco, California 94103.Oakland, CA 94612. Each communication should set forth (i) the name and address of the stockholder, asinterested party (as it appears on our books, if applicable) and if the shares of our common stock are held by a nominee, the name and address of the beneficial owner of such shares, and (ii) the class and number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner. Our Chief Legal Officer and Corporate Secretary, or legal department, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, forward such communications will be forwarded to the appropriate non-management member or members of our board of directors, or if none is specified, to the Chairperson of our board of directors or the Lead Independent Director if the Chairperson of our board of directors is not independent. | | | BLOCK 2022 Proxy Statement
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Corporate Governance Guidelines and Code of Business Conduct and Ethics Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates including independence standards and corporate governance policies and standards applicable to us in general.the responsibilities of members of committees of our board of directors. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Block Head, Chief Financial Officer and other executive and senior financial officers. The full texttexts of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics isare posted on our investor relations website at https://investors.block.xyz.investors.block.xyz. We will post amendments to our Corporate Governance Guidelines and our Code of Business Conduct and Ethics orand any waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website. ManagementOur board of directors recognizes the oversight of risk management as one of its primary responsibilities and central to maintaining an effective, risk awarerisk-aware and accountable organization. The oversight responsibility of our board of directors and its committees is enabledsupported by management reporting processes that are designed to provide visibility to our board of directors regarding the identification, assessment and management of risks and management’s strategic approach to risk mitigation. Our Lead Independent Director andThe Chair of our audit and risk committee meets with our Internal Audit Lead, Chief Financial Officer, Chief Compliance Officer and Chief Legal Officer on a regular cadence to identify and discuss risks and exposures, and escalatesescalate potential issues to our audit and risk committee or board of directors, as appropriate. As part of our overall risk management process, we conduct an annual Enterprise Risk Assessment (“ERA”) on an annual basis,, which is shared and discussed with our board of directors. The oversightOversight of the ERA is supported and enabled by our audit and risk committee. In addition, ourOur board of directors’ responsibilities related to oversight of the ERA framework includeincludes a routine evaluation, of the processes, as well aswith discussions with key management and representatives of outside advisors, as appropriate, of the processes used to identify, assess, monitor and report on risks across the organization and the setting and communication of the organization���sorganization’s implementation and measurement of risk tolerances, limits and mitigation. These primary risk focus areas are defined by theOur board of directors, management and functional leaders of our ERA review asdefine our primary risk focus areas for review. These areas include strategic, operational, people, financial and compliance and consist ofcompliance. We address risks such as cybersecurity, financial reporting and competition. competition within each of these areas.While our board of directors maintains ultimate responsibility for the oversight of risk, it has implemented a multi-layered approach whichthat delegates certain responsibilities to the appropriate board committees to ensure that these primary areas of focus are thoroughly discussed in appropriate detail and that a pervasivefull understanding of such focus areasthe applicable risk is obtained. Our board of directors and its committees oversee risks associated with their respective areas of responsibility, as summarized below. Each board committee meets in executive session with key management personnel and representatives of outside advisors as required or requested. Our board of directors may delegate additional risk areas to its committees in the future.
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| Board/
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Board of Directors / Committee | | | Primary Areas of Risk Oversight |
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| | | | Strategic, financial and execution risks and exposures associated with our business strategy, policy matters, succession planning, conflicts of interest,data privacy, data security, and cybersecurity, significant litigation and regulatory exposures and other current matters that may present material risk to our |
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| | | financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures and our operational infrastructure. |
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| | | | Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure controls and procedures, internal control over financial reporting, investment guidelines and credit and liquidity matters, our programs and policies relating to legal and regulatory compliance, data privacy, data security, cybersecurity and operational security and reliability, as well asreliability. In addition, our audit and risk committee assists our board of directors with oversight of certain matters of risk related to Square Financial Services. privacy, data security and cybersecurity. |
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| Nominating and Corporate Governance Committee | | | Risks and exposures associated with director and executive succession planning,planning; director and corporate officer conflicts of interest, other than transactions with related persons reviewed by our audit and risk committee; environmental, social, corporate governance, inclusion and diversity, and corporate responsibility mattersmatters; and overall board and committee effectiveness and composition. |
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| | | | Risks and exposures associated with leadership assessment, retention and succession, executive compensation programs and arrangements and our compensation philosophy and practices. |
Board’s Role in Data Privacy and Cybersecurity Oversight Our board of directors is committed to mitigating data privacy and cybersecurity risks and recognizes the importance of these issues as part ofWhile our risk management framework. While the board of directors maintains ultimate responsibility for the oversight of our data privacy and cybersecurity program and risks, it has delegated certain responsibilities to our audit and risk committee. This committee-level focus on data privacy and cybersecurity allows the board to further enhance its understanding of these issues. The audit and risk committee assists the board of directors in its oversight of our data privacy and cybersecurity needs by staying apprised of our data privacy and information security programs, strategy, policies, standards, architecture, processes and material risks, and overseeing responses to security and data incidents. Our board of directors and audit and risk committee’s principal role is one of oversight, recognizing that management is responsible for the design, implementation, and maintenance of an effective program for protecting against and mitigating data privacy and cybersecurity risks. The audit and risk committee assists our board of directors in enhancing its understanding of data privacy and cybersecurity issues by overseeing our data privacy and information security programs, strategy, policies, standards, architecture, processes, and significant risks, as well as overseeing responses to security and data incidents, as appropriate.Our full board of directors undergoes annual information security and privacy training by our Chief Information Security Officer (“CISO”) and our Chief Privacy Officer (“CPO”), which covers, board oversight obligations and theamong other matters, our privacy and securitycybersecurity programs in place at Block.and risks. Our audit and risk committee receives updates, at least quarterly, from our CISO and CPO on materialsignificant data privacy and security risks, including any materialsignificant incidents, relevant industry developments, threat vectors and materialsignificant risks identified in periodic penetration tests or vulnerability scans. The committee’sThese updates also include materialsignificant legal and legislative developments concerning data privacy and security, Block’sour approach to complying with applicable law, and materialsignificant engagement with regulators concerning data privacy and cybersecurity. Members ofOur audit committee provides regular updates to the board of directors stay apprisedon such reports. For additional information regarding our cybersecurity governance, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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ESG and Corporate Responsibility Our nominating and corporate governance committee oversees Block’sour corporate responsibility initiatives. We believe that as a company with a diverse ecosystemmaintain our steadfast focus on driving economic empowerment through our broad spectrum of products and services, Block has a tremendous opportunity to empower businesses, artists, and individuals to participateservices. In alignment with this product-driven focus on financial inclusion, we believe that operating in the economy, as well as to operate a responsible and sustainable business while fostering an inclusive environmentmanner helps support long-term shareholder value, builds a more resilient and efficient company, and helps us mitigate against potential environmental risk factors. Our strong commitment to social responsibility is designed to amplify the reach and depth of the positive impact we strive to deliver through our ecosystem of ecosystems. This holds true for itsboth our internal and external stakeholders including customers, artists, sellers, employees, customers, communities,key suppliers, and shareholders. We are committed to managing the risksour investor community. During 2023 and opportunities that arise from ESG issues and maintaining our strong focus on sustainability. During 2021,early 2024, we met with eleven of our topseveral investors to review Block’sour ongoing ESG initiatives. We discussed a wide variety of topics, including progress tracking of initiatives, metrics disclosure, how investors use ESG ratings, incentive compensation,key updates on our climate action program as well as inclusion and diversity metrics. We also discussed data security and privacy, as well as our governance structure and board refreshment. Block takescomposition.We take an integrated approach to managing ESG performance and disclosure: •Functional Leadership:Leadership: Corporate responsibility is managed at a functional level across each of Block’sour teams, with responsibility for oversight rolling up to our senior executives. •Operational Leadership: Block hasLeadership: We have formed a cross-functional working group from multiple business areas that serves as the central coordinating body for Block’sour corporate responsibility efforts. This team is led by an ESG Lead who oversees the broader ESG program, connects our key stakeholders, across the Company, and reports up to senior leadership and theour nominating and corporate governance committee. •Board Oversight:Oversight: Our nominating and corporate governance committee is responsible for overseeing ESG and corporate responsibility matters of significance to Blockus and receives periodicboth quarterly reports and updates on these matters from our ESG Lead. The nominating and corporate governance committee also receives periodic I&Dquarterly Inclusion and Diversity reports from our People Lead and Inclusion and Diversity Lead. •Corporate Social Responsibility Report: In March 2022, weReport: We released our 20212023 Corporate Social Responsibility Report (“CSR Report”), which was prepared to highlight information regarding our ESG programs. The CSR Report provides an overview of Block’sour global operations with a focus on the four key priority areas discussed below. Our CSR Report can be found on our investor relations website at https://investors.block.xyz.investors.block.xyz.
Key areas of focus for Block’sour ESG strategy are: •Climate Action:Supporting Our Customers and Communities: We continue to planmake progress on our 2020 commitment to invest $100 million in minority and underserved communities to further our purpose of economic empowerment, including with our racial equity investment program. We hope this program can serve as a model for other organizations interested in making similar commitments. As of December 31, 2023, we deployed $44.3 million in aggregate toward this initiative, with each organization receiving funds hand-selected by a cross-functional team of our employees. As an example, in 2023, we announced our first social impact investment in Australia: a $3 million AUD deployment to the First Australians Capital (“FAC”) Catalytic Impact Fund. FAC, a national Indigenous-led fund manager and business advisory organization, has worked with over 800 Indigenous businesses and leveraged more than $70 million AUD in capital to scale sustainable Indigenous businesses. FAC invests into Indigenous-led businesses that have historically had to rely on unsuitable, costly financial products from traditional banks. This investment reflects our enduring commitment to supporting small businesses and entrepreneurs throughout Australia.
•Global Climate Action: In 2023, we continued to scale our climate action program. We expanded our decarbonization portfolio, retiring 100,000 tons of high-quality carbon removal credits, drove down our internal carbon emissions, and continued our commitment to transparency with our climate risk and opportunity disclosures through the CDP (previously the Carbon Disclosure Project). We received verification of our internal carbon reduction goals from the Science-Based Targets Initiative, shared our Sustainability Accounting Standards Board (“SASB”) framework within our 2023 CSR Report, and added disclosures in compliance with California climate disclosure requirement AB 1305 to our Investor Relations website. We believe we are on pace toward our goal of reaching net zero carbon for operations by 2030. To that end, in 2023, our gross carbon emissions decreased despite strong business growth, leading to a reduction in our carbon
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intensity relative to gross profit. We continue to target increased efficiencies across our entire value chain. To strengthen this ongoing effort, in 2021 •Our People: We believe equity and access are essential to economic empowerment. Inclusion and diversity are at the heart of the workplace we conductedare building. We continue to provide transparency regarding the diversity of our yearly comprehensive global carbon audit across our business units, supply chain and key emission categories, providing us with data to drive meaningful reductions in our internal emissions while informing our goal to reach net zero carbon for operations by 2030. 2021 marked our climate action program’s first full year of implementation. Within our first year, we funded our first carbon removal portfolio, secured our first renewable energy certificates to address our workplace footprint and announced our first bitcoin clean energy investment to help accelerate the adoption of clean energy in bitcoin mining. To provide greater transparency, we also submitted for the first time our climate risk and opportunity data to the Carbon Disclosure Project (CDP) as well as to the Sustainability Accounting Standards Board (SASB). Social Impact: We areworkforce, including continuing to drive financialshare our EEO-1 consolidated report. Our ongoing efforts to celebrate diversity and operate with fairness and equity include: dedicating resources to our 14 employee resources groups, now with 50+ chapters globally; embedding checks and analyses within our systems to combat bias and advance fairness in promotion and compensation; embedding an inclusion and community and small business advocacy. In 2020,analysis within our twice-annual employee engagement survey; setting a baseline for candidate slate diversity to ensure we pledged $100 million towards minority and underserved communities,consistently consider slates inclusive of which $75 million was allocated in 2020, and in continuation of that, in 2021 we allocated the remaining $25 million of this investment. This includes a $10 million
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investment in the Entrepreneurs of Color Fund, a program designed to provide much-needed capital and operational support directly into the hands of Black, Latinx and other small business owners, and another $10 million allocation to various organizations dedicated to underserved communities. We also committed to $5 million in grantstalent from our new Bitcoin Endowment, which selected Black Bitcoin Billionaire, an organization working to on-ramp the Black community into bitcoin and create education focused on building wealth, as its first recipient. During 2021, we continued to provide small businesses with access to capital by facilitating a total of 72,500 second round Paycheck Protection Program (PPP) loans as our sellers continue to navigate through the impacts of COVID-19. Cash App was also well positioned to help individuals efficiently access, deposit and use stimulus funds distributed by the government.
Employees and Culture: We are working to build a thriving, inclusive and healthy workplace. As reported in our 2021 Workforce Data Reportunderrepresented backgrounds. Our annual Inclusion report can be found on our I&D blog, Block employees were 42% women and 24% underrepresented minorities (“URM”).Investor Relations website.
•Corporate Governance: In an effort to meet our aspirational benchmark target of 50% women and 30% URM, which is on par with U.S. census data, we are continuing to implement meaningful programming and deepening our partnerships with organizations such as AfroTech, Lesbians WhoTech and Allies, /dev/color, Society of Hispanic Professional Engineers, Rewriting the Code, American Indian Science Engineering Society and a number of Historically Black Colleges and Universities. Corporate Governance: In 2021,2023, we continued corporate governance practices that we believe promote long-term value, engender public trust and serve the best interest of our stockholders, sellers, customers and other stakeholders. Some highlights of our corporate governance practices are our lead independent director role withLead Independent Director, who has a comprehensive scope of responsibilities,responsibilities; a board of directors that is comprised of a majority of independent directors with a wide range of expertise; annual review of our corporate governance policies and charters,charters; robust process for developing a pipeline for potential director candidates,candidates; strong risk oversight controls by the full board and committeescommittees; annual board, committee, and individual director self-assessments and significant stock ownership requirements for directors and executive officers. During 2021, we also made changes to our corporate governance policies and practices, which included, among other things, requiring that our Lead Independent
Director approves agendas for regularly scheduled board meetings and limiting the number of public company boards directors who serve as chief executive officers of public companies can serve on to a total of three public company boards, including Block’s, unless they receive approval from our board of directors. CompensationPursuant to our Outside Director Compensation Policy, our non-employeeoutside directors will receive compensation in the form of equity granted under the terms of our 2015 Equity Incentive Plan, as amended and restated (the “2015 Plan”), and cash, as described below. Our 2015 Plan contains maximum limits on the size of the equity awards that can be granted to each of our non-employeeoutside directors in any fiscal year, but those maximum limits do not reflect the intended size of any potential grants or a commitment to make any equity award grants to our non-employeeoutside directors in the future. The only commitment to make equity award grants to our non-employeeoutside directors is under our Outside Director Compensation Policy, as it may be amended from time to time. The maximum limits under our 2015 Plan provide that no non-employeeoutside director may be granted, in any fiscal year, equity awards having a grant date fair value (determined in accordance with generally accepted accounting principles (“GAAP”)) of more than $1 million, provided that the limit is $2 million in connection with the director’s initial service as a non-employeean outside director. Equity awards granted to an individual while they were an employee or a consultant, but not a non-employeean outside director, do not count for purposes of these limits. | | | BLOCK 2022 Proxy Statement
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Our compensation committee periodically reviews our Outside Director Compensation Policy, including review of competitive practices provided by Compensia, Inc., an independent compensation consulting firm engaged by our compensation committee (“Compensia”). In 2021,2023, based on data provided by Compensia, our average total direct compensation per director (including annual cash retainer and equity awards) approximated the 28th10th percentile amongst our compensation peer group identified below in the section titled “Executiveentitled “Executive Compensation—Compensation-Setting Process—Competitive Positioning.Positioning.” Initial Award. Subject to any limits in our 2015 Plan, each person who first becomes a non-employeean outside director will receive an initial grant of restricted stock units (“RSUs”) on the date of their appointment having a grant date fair value (determined in accordance with GAAP) equal to $250,000 multiplied by a fractionfraction: (i) the numerator of which is (x) 12 minus (y) the number of months between the date of the last annual meeting of stockholders and the date the non-employeeoutside director becomes a member of our board of directors and (ii) the denominator of which is 12. However, if a person first becomes a non-employeean outside director on the day of an annual meeting of stockholders, they will only receive an annual award (described below) on such date, but will not receive an initial award. The shares of our Class A common stock underlying the RSUs vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders, in each case subject to continued service through the vesting date. If the appointment date is the same as the date of annual meeting, then such outside director will only be granted an annual award.
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Annual Award. On the date of each annual meeting of stockholders, and subject to any limits in our 2015 Plan, each of our non-employeeoutside directors is granted RSUs having a grant date fair value (determined in accordance with GAAP) equal to $250,000. The shares of our Class A common stock underlying the RSUs vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) on the date of the next annual meeting of stockholders, in each case subject to continued service through the vesting date. Our Lead Independent Director receives an annual grant of RSUs, in addition to the annual grant provided to all non-employeeoutside directors, on the date of each annual meeting of stockholders having a grant date fair value (determined in accordance with GAAP) of $70,000, subject to any limits in our 2015 Plan. The shares of our Class A common stock underlying the RSUs vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) the date of the next annual meeting of stockholders, in each case subject to continued service through the vesting date. The awards granted to a non-employeean outside director under our Outside Director Compensation Policy will become fully vested upon a “change in control” as defined in our 2015 Plan. Cash Compensation. Each of our non-employeeoutside directors receives an annual cash retainer of $40,000 for serving on our board of directors. In addition, each year, non-employeeoutside directors are eligible to receive the following cash fees for service on the committees of our board of directors. Audit and Risk Committee | | | $20,000 | | | $10,000 | Compensation Committee | | | $15,000 | | | $5,000 | Nominating and Corporate Governance Committee | | | $10,000 | | | $2,500 | Capital Compliance and Governance Committee(1) | | | $15,000 | | | $5,000 |
(1)
| Our board of directors dissolved the capital compliance and governance committee in April 2021; accordingly, committee members were paid a prorated fee for their service in 2021. |
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| | | | | | | | | Board Committee | | Chair Fee ($) | | | Member Fee ($) | | Audit and Risk Committee | | | 20,000 | | | | 10,000 | | Compensation Committee | | | 15,000 | | | | 5,000 | | Nominating and Corporate Governance Committee | | | 10,000 | | | | 2,500 | |
Subject to any limits under our 2015 Plan, each non-employeeoutside director may elect to convert any cash compensation that they would otherwise be entitled to receive under our Outside Director Compensation Policy into an award of RSUs under our 2015 Plan. If the non-employeeoutside director makes this election in accordance with the policy, each such award of RSUs will be granted on the first business day following the last day of the fiscal quarter for which the cash compensation otherwise would be paid under the policy, will be fully vested on the grant date, and will cover a number of shares equal to (A) the aggregate amount of cash compensation otherwise payable to the non-employeeoutside director on that date divided by (B) the closing price per share as of the last day of the fiscal quarter for which the grant relates. The following table provides information regarding the total compensation that was earned by each of our non-employeeoutside directors in 2021.
2023. Mr. Walker and Dr. Summers served as directors until August 1, 2023 and February 9, 2024, respectively. Dr. Narula began her service as a director on July 27, 2023.The amounts under the “Stock Awards” column represent the aggregate of initial or annual equity compensation provided under the Outside Director Compensation Policy, and equity grants made in lieu of cash compensation, each as detailed in footnotes 2 and 3, respectively. The aggregate number of stock awards and option awards outstanding for each director at December 31, 20212023 are included in footnotes 3 and 6footnote 2 below. Roelof Botha | | | — | | | 304,729 | | | — | | | 304,729 | Amy Brooks | | | — | | | 291,943 | | | — | | | 291,943 | Shawn Carter | | | — | | | 286,527 | | | — | | | 286,527 | Paul Deighton | | | 49,904 | | | 249,842 | | | 3,263(4) | | | 303,009 | Randy Garutti | | | 50,000 | | | 249,842 | | | — | | | 299,842 | James McKelvey | | | — | | | 289,619 | | | — | | | 289,619 | Mary Meeker | | | — | | | 304,729 | | | — | | | 304,729 | Anna Patterson | | | — | | | 302,565 | | | — | | | 302,565 | Sharon Rothstein(5) | | | — | | | — | | | — | | | — | Lawrence Summers | | | 50,000 | | | 249,842 | | | — | | | 299,842 | David Viniar(6) | | | — | | | 382,102 | | | — | | | 382,102 | Darren Walker | | | — | | | 295,131 | | | — | | | 295,131 |
| | | | | | | | | | | | | | | | | Director | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1)(2)(3) | | | All Other Compensation ($) | | | Total ($) | | Roelof Botha | | | — | | | | 374,618 | | | | — | | | | 374,618 | | Amy Brooks | | | — | | | | 292,220 | | | | — | | | | 292,220 | | Shawn Carter | | | — | | | | 289,720 | | | | — | | | | 289,720 | | Paul Deighton | | | 65,000 | | | | 249,959 | | | | — | | | | 314,959 | | Randall Garutti | | | 50,000 | | | | 249,959 | | | | — | | | | 299,959 | | James McKelvey | | | — | | | | 289,720 | | | | — | | | | 289,720 | | Mary Meeker | | | — | | | | 304,642 | | | | — | | | | 304,642 | | Neha Narula | | | — | | | | 236,125 | | | | — | | | | 236,125 | | Sharon Rothstein | | | 45,000 | | | | 249,959 | | | | — | | | | 294,959 | | Lawrence Summers | | | 50,000 | | | | 249,959 | | | | — | | | | 299,959 | | Darren Walker | | | — | | | | 290,243 | | | | — | | | | 290,243 | |
| (1)
The amounts included in the “Stock Awards” column represent the aggregate grant date fair value of RSU awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The amount does not necessarily correspond to the actual value recognized by the non-employee director. The valuation assumptions used in determining such amounts are described in the “Share-based Compensation” section of and the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
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(1)The amounts included in the “Stock Awards” column represent the aggregate grant date fair value of RSU awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The amount does not necessarily correspond to the actual value
| (2)
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| The amounts included in the “Stock Awards” column represent the annual awards or initial awards of RSUs, as applicable, granted to our non-employee directors in 2021. Each of ourBLOCK 2024 Proxy Statement | 14 |
recognized by the outside director. The valuation assumptions used in determining such amounts are described in the section entitled “Share-based Compensation” of Note 17, Stockholders' Equity in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. | | | BLOCK 2022 Proxy Statement
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non-employeeThe amounts included in the “Stock Awards” column represent the annual awards or initial awards of RSUs, as applicable, granted to our outside directors in 2023. Each of our outside directors (other than Mr. Viniar)Botha) received a grant of 1,0973,815 RSUs on June 15, 202113, 2023, with a grant date fair value of $249,842.$249,959. Mr. ViniarBotha received a grant of 1,4044,883 RSUs on June 15, 202113, 2023, with a grant date fair value of $319,761.$319,934. Each of these RSU awards vest and settle on the earlier of the first anniversary of the grant date or the date of our Annual Meeting, subject to the director’s continued service through the vesting date. In addition, Mr. CarterDr. Narula received a grant of 933,024 RSUs on May 6, 2021 (hisupon her appointment date)date of July 27, 2023, with a grant date fair value of $20,828$229,128 that will vest on the earlier of July 27, 2024 or the date of the Annual Meeting, subject to the director’s continued service through the vesting date.
(3)The amounts included in the “Stock Awards” column includes the awards of RSUs granted to our outside directors in lieu of cash retainers in 2023, which are described below. Each of these awards vested and settled in full on June 15, 2021. (3)
| The amounts included in the “Stock Awards” column representing the awards of RSUs granted to our non-employee directors in lieu of cash retainers in 2021 are described below. Each of these awards vested and settled in full on the grant date. |
Roelof Botha | | | January 4, 2021 | | | 63 | | | 13,933 | | | 13,750 | | | | April 1, 2021 | | | 60 | | | 13,771 | | | 13,750 | | | | July 1, 2021 | | | 56 | | | 13,544 | | | 13,750 | | | | October 1, 2021 | | | 57 | | | 13,640 | | | 13,750 | | | | | | | | | | | | | | Amy Brooks | | | January 4, 2021 | | | 48 | | | 10,616 | | | 10,625 | | | | April 1, 2021 | | | 46 | | | 10,557 | | | 10,625 | | | | July 1, 2021 | | | 43 | | | 10,400 | | | 10,625 | | | | October 1, 2021 | | | 44 | | | 10,529 | | | 10,625 | | | | | | | | | | | | | | Shawn Carter | | | July 1, 2021 | | | 25 | | | 6,046 | | | 6,154 | | | | October 1, 2021 | | | 41 | | | 9,811 | | | 10,000 | | | | | | | | | | | | | | Jim McKelvey | | | January 4, 2021 | | | 45 | | | 9,952 | | | 10,000 | | | | April 1, 2021 | | | 44 | | | 10,098 | | | 10,000 | | | | July 1, 2021 | | | 41 | | | 9,916 | | | 10,000 | | | | October 1, 2021 | | | 41 | | | 9,811 | | | 10,000 | | | | | | | | | | | | | | Mary Meeker | | | January 4, 2021 | | | 63 | | | 13,933 | | | 13,750 | | | | April 1, 2021 | | | 60 | | | 13,771 | | | 13,750 | | | | July 1, 2021 | | | 56 | | | 13,544 | | | 13,750 | | | | October 1, 2021 | | | 57 | | | 13,640 | | | 13,750 | | | | | | | | | | | | | | Anna Patterson | | | January 4, 2021 | | | 63 | | | 13,933 | | | 13,750 | | | | April 1, 2021 | | | 60 | | | 13,771 | | | 13,750 | | | | July 1, 2021 | | | 52 | | | 12,576 | | | 12,885 | | | | October 1, 2021 | | | 52 | | | 12,443 | | | 12,500 | | | | | | | | | | | | | | David Viniar | | | January 4, 2021 | | | 71 | | | 15,702 | | | 15,625 | | | | April 1, 2021 | | | 68 | | | 15,607 | | | 15,625 | | | | July 1, 2021 | | | 64 | | | 15,478 | | | 15,625 | | | | October 1, 2021 | | | 65 | | | 15,554 | | | 15,625 | | | | | | | | | | | | | | Darren Walker | | | January 4, 2021 | | | 54 | | | 11,943 | | | 11,875 | | | | April 1, 2021 | | | 52 | | | 11,935 | | | 11,875 | | | | July 1, 2021 | | | 45 | | | 10,883 | | | 11,010 | | | | October 1, 2021 | | | 44 | | | 10,529 | | | 10,625 |
(4)
| Includes the amount of the tax gross-up made to provide tax neutrality on amounts of regular compensation that was allocated solely for U.K. purposes toward Lord Deighton’s service on the boards of directors of two of the Company’s U.K. subsidiaries. |
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(5)
| Ms. Rothstein was appointed as a member of our board of directors on January 31, 2022 and therefore did not receive any compensation in 2021. |
(6)
| As of December 31, 2021, Mr. Viniar also held a fully vested option to purchase 226,950 shares of our Class B common stock. |
| | | | | | | | | | | | | | | Name | | Grant Date | | Number of RSUs Granted | | | Grant Date Fair Value ($) | | | Total Cash Retainer Forgone ($) | | Roelof Botha | | January 3, 2023 | | | 218 | | | | 14,092 | | | | 13,750 | | | | April 3, 2023 | | | 200 | | | | 13,566 | | | | 13,750 | | | | July 3, 2023 | | | 206 | | | | 13,637 | | | | 13,750 | | | | October 2, 2023 | | | 310 | | | | 13,389 | | | | 13,750 | | | | | | | | | | | | | | Amy Brooks | | January 3, 2023 | | | 169 | | | | 10,924 | | | | 10,625 | | | | April 3, 2023 | | | 154 | | | | 10,446 | | | | 10,625 | | | | July 3, 2023 | | | 159 | | | | 10,526 | | | | 10,625 | | | | October 2, 2023 | | | 240 | | | | 10,366 | | | | 10,625 | | | | | | | | | | | | | | Shawn Carter | | January 3, 2023 | | | 159 | | | | 10,278 | | | | 10,000 | | | | April 3, 2023 | | | 145 | | | | 9,835 | | | | 10,000 | | | | July 3, 2023 | | | 150 | | | | 9,930 | | | | 10,000 | | | | October 2, 2023 | | | 225 | | | | 9,718 | | | | 10,000 | | | | | | | | | | | | | | Jim McKelvey | | January 3, 2023 | | 159 | | | | 10,278 | | | | 10,000 | | | | April 3, 2023 | | 145 | | | | 9,835 | | | | 10,000 | | | | July 3, 2023 | | 150 | | | | 9,930 | | | | 10,000 | | | | October 2, 2023 | | 225 | | | | 9,718 | | | | 10,000 | | | | | | | | | | | | | | Mary Meeker | | January 3, 2023 | | | 218 | | | | 14,092 | | | | 13,750 | | | | April 3, 2023 | | | 200 | | | | 13,566 | | | | 13,750 | | | | July 3, 2023 | | | 206 | | | | 13,637 | | | | 13,750 | | | | October 2, 2023 | | | 310 | | | | 13,389 | | | | 13,750 | | | | | | | | | | | | | | Neha Narula | | October 2, 2023 | | 162 | | | | 6,997 | | | | 7,174 | | | | | | | | | | | | | | Darren Walker | | January 3, 2023 | | | 169 | | | | 10,924 | | | | 10,625 | | | | April 3, 2023 | | | 175 | | | | 11,870 | | | | 12,042 | | | | July 3, 2023 | | | 197 | | | | 13,041 | | | | 13,125 | | | | October 2, 2023 | | | 103 | | | | 4,449 | | | | 4,565 | |
Directors may be reimbursed for their reasonable expenses for attending board and committee meetings. Directors who are also our employees receive no additional compensation for their service as directors. During 2021,2023, only Mr. Dorsey was an employee. SeeFor additional information regarding Mr. Dorsey’s compensation, refer to the section titled “Executive Compensation” for additional information about his compensation.entitled “Executive Compensation.”
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Stock OwnershipOwnership Guidelines Our board of directors has adopted stock ownership guidelines to ensure ongoing alignment of the interests of our directors and executive officers with the long-term interests of our stockholders. Our guidelines require that (i) each non-employee director own a number of shares of our common stock with a value equal to at least five times their annual cash retainer, (ii) each executive officer (other than the Block Head) own a number of shares of our common stock with a value equal to at least three times their annual base salary and (iii) the Block Head own a number of shares of our common stock with a value equal to at least the greater of (x) five times their annual base salary and (y) $2 million. Each non-employee director and executive officer is required to comply with our stock ownership guidelines by the later of April 30, 2022 orwithin five years from their promotion or hiring as an executive officer or election to our board of directors. Until a non-employee director or executive officer has satisfied their applicable level of ownership, they are required to retain an amount equal to fifty percent (50%) of the net shares received from any new equity award granted after the adoption of the guidelines. As of December 31, 2021,2023, all of our non-employee directors and executive officers had met or were on track to comply with these stock ownership guidelines within the applicable time periods.
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In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. Two of our Class III directors, Mr. ViniarGarutti and Dr. Patterson whoMs. Meeker, are each Class I directors have informed the Company that they will not standstanding for re-electionelection at the Annual Meeting. Their decision to not stand for re-election was not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices. Their term as directors will end when their current term as Class I directors expires at the Annual Meeting. Concurrent with the Annual Meeting the size of the board of directors will decrease from 13 directors to 11 directors. As such, the remaining two Class I directors, Messrs. Dorsey and Deighton, will stand for election for a three-year term. Each director’s term continues until the election and qualification of their successor, or such director’s earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in the control of our Company. Our nominating and corporate governance committee has recommended, and our board of directors has approved, Jack DorseyMr. Randall Garutti and Paul DeightonMs. Mary Meeker as nominees for election as Class IIII directors at the Annual Meeting. If elected, each of Messrs. Dorseyboth Mr. Garutti and DeightonMs. Meeker will serve as Class IIII directors until the 2025our 2027 annual meeting of stockholders and until their successors are duly elected and qualified. EachBoth of the nominees isare currently a director of our Company.company. For additional information concerningregarding our nominees for the nominees, please seeboard of directors, refer to the section titled “Boardentitled “Board of Directors and Corporate Governance.Governance.” If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet, but do not give instructions with respect to the voting of directors, your shares will be voted “FOR”“FOR” the election of Messrs. DorseyMr. Garutti and Deighton. We expect that Messrs. DorseyMs. Meeker. Mr. Garutti and Deighton will each agreeMs. Meeker have both agreed to serve as a director;director if elected; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter. The election of directors requires a plurality of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes will have no effect on this proposal.
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE. | |
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The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), enables our stockholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. We currently hold our Say-on-Pay vote every year. The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee or our board of directors. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our board of directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns. We believe that the information provided in the section titled “Executiveentitled “Executive Compensation,” and in particular the information discussed in the section titled “Executiveentitled “Executive Compensation—Compensation Philosophy,” demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR”“FOR” the following resolution at the Annual Meeting: “RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion and other related disclosure.” The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved.thereon. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect. As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our board of directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | |
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The Dodd-Frank Act and Section 14ATable of the Exchange Act enable our stockholders to indicate their preference at least once every six years regarding how frequently we should solicit a non-binding advisory vote on the compensation of our named executive officers as disclosed in our proxy statement. Accordingly, we are asking our stockholders to indicate whether they would prefer an advisory vote every one year, two years or three years. Alternatively, stockholders may abstain from casting a vote.
After considering the benefits and consequences of each alternative, our board of directors recommends that the advisory vote on the compensation of our named executive officers be submitted to the stockholders every year. In formulating its recommendation, our board of directors considered that compensation decisions are made annually and that an annual advisory vote on the compensation of our named executive officers will allow stockholders to provide more frequent and direct input on our compensation philosophy, policies and practices.
Vote Required
The alternative among one year, two years or three years that receives the highest number of votes from the holders of shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon will be deemed to be the frequency preferred by our stockholders. Abstentions and broker non-votes will have no effect on this proposal.
While our board of directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preference, on an advisory basis, as to whether non-binding future stockholder advisory votes on the compensation of our named executive officers should be held every year, two years or three years.
Our board of directors and our compensation committee value the opinions of our stockholders in this matter and, to the extent there is any significant vote in favor of one time period over another, will take into account the outcome of this vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our named executive officers. However, because this is an advisory vote and therefore not binding on our board of directors or our company, our board of directors may decide that it is in the best interests of our stockholders that we hold an advisory vote on the compensation of our named executive officers more or less frequently than the option preferred by our stockholders. The results of the vote will not be construed to create or imply any change or addition to the fiduciary duties of our board of directors.Contents
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO HOLD FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
EVERY “ONE YEAR”.
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Our audit and risk committee has appointed Ernst & Young LLP (“EY”) as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2022.2024. During our fiscal year ended December 31, 2021,2023, EY served as our independent registered public accounting firm. Notwithstanding the appointment of EY, and even if our stockholders ratify the appointment, our audit and risk committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit and risk committee believes that such a change would be in the best interests of our company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2022.2024. Although not required by applicable law or listing rules, our audit and risk committee is submitting the appointment of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders. If our stockholders do not ratify the appointment of EY, our audit and risk committee may reconsider the appointment. Fees Paid to the Independent Registered Public Accounting Firm The following table presents fees for professional audit services and other services rendered to our company by EY for our fiscal years ended December 31, 20202022, and December 31, 2021,2023, respectively. | | | | | | | Audit Fees(1) | | | $ 5,112 | | | $ 7,742 | Audit-Related Fees(2) | | | — | | | — | Tax Fees(3) | | | 36 | | | 152 | All Other Fees(4) | | | 5 | | | 5 | Total Fees | | | $5,153 | | | $7,899 |
| | | | | | | | | | | 2022 | | | 2023 | | | | (in thousands) | | Audit Fees(1) | | $ | 11,797 | | | $ | 13,533 | | Audit-Related Fees(2) | | | — | | | | — | | Tax Fees(3) | | | 725 | | | | 902 | | All Other Fees(4) | | | 8 | | | | 3 | | Total Fees | | $ | 12,530 | | | $ | 14,438 | |
(1)Consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K for the fiscal years ended December 31, 2022 and 2023 and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. (2)Consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K for the fiscal years ended December 31, 2020 and 2021 and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. |