8-KLeadership Changes

Alphabet Inc. 8-K Report, Executive Changes (Apr 9, 2021)

Filed April 9, 2021For Securities:GOOGLGOOGGOOGMGOOGN

Summary

Alphabet Inc. (GOOGL) filed an 8-K on April 9, 2021, detailing a new compensation arrangement for its Chief Financial Officer, Ruth Porat. The key update is the approval of a significant equity award designed to transition Ms. Porat towards a performance-based equity structure. This new arrangement includes a substantial Performance Stock Unit (PSU) award with a target value of $5,000,000, which is contingent on Alphabet's Total Shareholder Return (TSR) relative to the S&P 100 over a 2021-2023 performance period. The vesting of these PSUs can range from 0% to 200% of the target amount based on Alphabet's performance, aligning Ms. Porat's incentives with long-term shareholder value creation. In addition to the performance-based units, Ms. Porat also received $5,000,000 in Restricted Stock Units (GSUs) that vest over a two-year period. This dual award structure emphasizes both performance outcomes and continued service. Investors should note that this filing signals a strategic shift in executive compensation for key leadership, aiming to further align executive interests with those of the shareholders through market-based performance metrics.

Key Highlights

  • 1CFO Ruth Porat received a new compensation package on April 6, 2021.
  • 2The package includes a Performance Stock Unit (PSU) award with a target value of $5,000,000.
  • 3PSUs will vest based on Alphabet's Total Shareholder Return (TSR) relative to the S&P 100 over a 2021-2023 performance period.
  • 4PSU vesting can range from 0% to 200% of the target, subject to continued employment.
  • 5Ms. Porat also received a $5,000,000 award in Restricted Stock Units (GSUs) vesting over two years.
  • 6This compensation structure represents a move towards a greater emphasis on performance-based equity for Ms. Porat.
  • 7Awards are subject to continued employment and Alphabet's Amended and Restated 2012 Stock Plan.

Frequently Asked Questions

This 8-K filing announces a new compensation arrangement for Alphabet's Chief Financial Officer, Ruth Porat, specifically detailing performance-based and time-based equity awards.

Her compensation includes a Performance Stock Unit (PSU) award tied to Alphabet's Total Shareholder Return (TSR) relative to the S&P 100 over a three-year period, and a Restricted Stock Unit (GSU) award that vests over two years. This signifies a shift towards performance-based equity.

The PSUs will vest based on Alphabet's Total Shareholder Return (TSR) performance compared to companies in the S&P 100 index from 2021 through 2023. The number of shares vested can range from 0% to 200% of the target award, depending on the performance achieved, and continued employment is required.

The target value of the Performance Stock Units (PSUs) is $5,000,000, and the value of the Restricted Stock Units (GSUs) is also $5,000,000, making a total of $10,000,000 in equity awards at their target values.