UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x☒
Filed by a Party other than the Registrant ¨☐
Check the appropriate box:
SQUARE, INC.☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12
BLOCK, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☒ No fee required.
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
SQUARE,
BLOCK, INC.
1455 MARKET STREET, SUITE 600
SAN FRANCISCO, CALIFORNIA 94103
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 11:12:00 a.m.p.m. (U.S. Pacific TimeTime) on Thursday,Tuesday, June 23, 201618, 2024
Dear Stockholders of Square,Block, Inc.:
We cordially invite you to attend the 20162024 annual meeting of stockholders (the “Annual Meeting”) of Square,Block, Inc., a Delaware corporation, which will be held virtually onThursday,Tuesday, June 23, 2016,18, 2024, at 11:12:00 a.m.p.m. (U.S. Pacific TimeTime). You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2016,SQ2024, where you will be able to listen to the meeting live, submit questions and vote online.your shares online during the meeting, just as you could at an in-person meeting.
We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:
4.
5.
Our board of directors has fixed the close of business on April 25, 201622, 2024 (U.S. Eastern Time) as the record date for the Annual Meeting. Only stockholders of record at the close of business on April 25, 201622, 2024 (U.S. Eastern Time) are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending the date prior to the date of the Annual Meeting at 1955 Broadway, Suite 600, Oakland, CA 94612. Further information regarding voting rights, and the matters to be voted upon and instructions to attend the Annual Meeting is presented in the accompanying proxy statement.
The Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and our annual report is first being mailed on or about April 26, 2024 to all stockholders entitled to vote at the Annual Meeting. The accompanying proxy statement and our annual report can be accessed by visiting: www.proxyvote.com.visiting www.proxyvote.com. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card.card or the instructions that accompanied your proxy materials to attend the Annual Meeting.
Holders of record of Chess Depositary Interests (“CDIs”) as of the close of business on April 22, 2024 (U.S. Eastern Time) may vote the shares of our Class A common stock underlying their CDIs through our CDI Depositary, CHESS Depositary Nominees Pty Ltd (“CDN”). Each CDI holder may instruct CDN to vote on behalf of such CDI holder at the Annual Meeting by either voting online at www.investorvote.com.au or contacting Computershare Australia using the details on the Notice of Access Letter to request a hard copy of the CDI voting form to be sent in the mail to their registered address. The CDI Notice of Access Letter is being mailed or emailed from Australia to CDI holders on or about April 29, 2024 (Australia time).
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on attending the Annual Meeting or voting by telephone oryour shares (or directing CDN to vote if you hold your shares in the Internet,form of CDIs), please refer to yourthe section entitled “Questions and Answers About Our Proxy Materials and the Annual Meeting” in this proxy card.statement. Returning the proxy does not deprive you of your right to attend the Annual Meeting andor to vote your shares at the Annual Meeting.
We appreciate your continued support of Square.
By order of the Board of Directors,
Jack Dorsey
President, Chief Executive Officer and Chairman of
the Board
San Francisco, California
April 29, 2016
Block.
By order of the Board of Directors, | ||||
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Jack Dorsey | ||||
Block Head, Square Head and Chairperson of the Board of Directors | ||||
Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: April 26, 2024 |
TABLE OF CONTENTS |
EXECUTIVE SUMMARY |
SQUARE, INC.
FOR 2016 ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 11:00 a.m. Pacific Time on Thursday, June 23, 2016
This proxy statement andsummary highlights information regarding the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 20162024 annual meeting of stockholders of Square,Block, Inc., a Delaware corporation (referred to herein as the “Company,” “Block,” “we,” “us” or “our”) contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting. Throughout this proxy statement, we refer to our 2024 annual meeting of stockholders (and any postponements, adjournments, or continuations thereof (thethereof) as the “Annual Meeting”)Meeting.”
Information about our 2024 Annual Meeting of Stockholders
Date and Time: Tuesday, June 18, 2024, at 12:00 p.m. (U.S. Pacific Time).
Location: The Annual Meeting will be held virtually on Thursday, June 23, 2016, at 11:00 a.m. Pacific Time.a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2016,SQ2024, where you will be able to listen to the meeting live, submit questions, and vote online. The Noticeyour shares online during the meeting.
Record Date: April 22, 2024 (U.S. Eastern Time).
Voting Matters
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| To elect Randall Garutti and Mary Meeker to serve as our Class III directors until our 2027 annual meeting of stockholders and until their successors are duly elected and qualified. |
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| To approve, on an advisory basis, the compensation of our named executive officers. |
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| To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. |
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We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. As of Internet Availabilitythe date of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement, and our annual report is first being mailed on or about April 29, 2016 to all stockholders entitled to vote at the Annual Meeting.we have not received notice of any such business.
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on or that can be accessedaccessible through our website is not intended to be incorporated by reference intoin this proxy statement, and references to our website address in this proxy statement are inactive textual references only.
BLOCK 2024 Proxy Statement | i |
Corporate Governance Highlights
What matters am I voting on?
You will be voting on:
How does the board of directors recommend I vote on these proposals?
Our board of directors recommends a vote:
Who is entitled to vote?
Holders of either class of our common stock as of the close of business on April 25, 2016, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 42,391,899 shares of
our Class A common stock outstanding and 292,908,662 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholderscorporate governance practices are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B Common Stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our “common stock.”
Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”
Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”
How many votes are needed for approval of each proposal?
below:
• | Proactive approach to • 7 out of 10 current directors are independent • 4 out of 10 current directors are women; 2 out of 10 current directors identify as underrepresented minorities • 2 out of 4 current executive officers are women • Separate Lead Independent Director and Chairperson • Strong risk oversight by full board of directors and committees | • Annual board of directors, committee and individual director evaluations • Significant stock ownership requirements for directors and executive officers • Insider Trading Policy prohibits hedging and pledging transactions • All board committees are 100% independent • Comprehensive clawback policies for our |
Our 2024 Director Nominees
Both of our Class III director nominees currently serve on our board of directors and demonstrate a mix of experiences and perspectives.
Name | Director | Experience | | Independent | | | Board and Committee | | | Other Current | | ||||||
Randall Garutti | 2017 | Chief Executive Officer, Shake Shack, Inc. | | X | | | Chair, Nominating and Corporate Governance Committee; Compensation Committee | | | Shake Shack, Inc. | | ||||||
Mary Meeker | 2011 | General Partner, Bond Capital | | X | | | Chair, Compensation Committee | | | Next Door Holdings, Inc. | |
BLOCK 2024 Proxy Statement | ii |
Executive Compensation Philosophy and Highlights
Our Compensation Philosophy
At Block, we are building an ecosystem of ecosystems, each focused on distinct customer audiences. We define an ecosystem as a set of tools and services that work together cohesively, often positively reinforcing one another. This helps create resilient relationships with customers as they use our tools and services to satisfy multiple needs. Our ecosystems are united by our shared purpose of economic empowerment, with each ecosystem serving different people — sellers, consumers, artists, fans, and developers. As we scale, we are focused on investing in developing connections between our ecosystems and by creating more connections to increase the resilience of our overall company.
Our compensation programs are designed to attract, retain, and grow the best teams that are aligned with this purpose and embody the essential values of our company culture, centered around the following core principles:
Executive Compensation Highlights
• 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 • Robust Clawback Policies. In addition to the | • Independent Compensation Consultant. Our compensation committee engages its own independent compensation consultant to advise on • Alignment of Compensation with Company Success. A substantial percentage of our executive officers’ compensation aligns with the • Risk Oversight. Strong oversight by our compensation committee • Stock Ownership Guidelines. Our stock ownership guidelines require significant stock ownership levels and are designed to align the |
What is a quorum?
A quorum is the minimum number
BLOCK 2024 Proxy Statement | iii |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE |
We are committed to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws and Delaware law. The presence, virtually or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.
How do I vote?
If you are a stockholder of record, there are four ways to vote:
Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.
If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares live at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
Can I change my vote?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:
If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.
What do I need to do to attend the Annual Meeting?
You will be able to attend the Annual Meeting, submit your questions during the meeting and vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/SQ2016. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card. The Annual Meeting webcast will begin promptly at 11:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. Jack Dorsey, Sarah Friar and Dana Wagner have been designated as proxy holders by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 29, 2016 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.
How are proxies solicited for the Annual Meeting?
Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?
Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016. Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent direction from you.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces our printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at:
Square, Inc.
Attention: Investor Relations
1455 Market Street, Suite 600
San Francisco, California 94103
(415) 375-3176
Street name stockholders may contact their broker, bank or other nominee to request information about householding.
What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2017 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 30, 2016. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Square, Inc.
Attention: Corporate Secretary
1455 Market Street, Suite 600
San Francisco, California 94103
Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our board of directors or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual
meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for the 2017 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:
In the event that we hold the 2017 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before the 2017 annual meeting of stockholders and no later than the close of business on the later of the following two dates:
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
Holders of our common stock may propose director candidates for consideration by our nominating andhaving sound corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to our General Counsel or legal department at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations and Nominations to the Board of Directors.”
In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.
Availability of Bylaws
A copy of our amended and restated bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
principles. Our business affairs are managed under the direction of our board of directors, which is currently composed of eight10 members. 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, 2016,April 26, 2024, and certain other information for each of the members of our board of directors with terms expiring at the Annual Meeting, (whowho are also nominees for election as a director at the Annual Meeting)Meeting, and for each of the continuingother current members of our board of directors: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.
Class | Age | Position | Director Since | Current Term Expires | Expiration of Term For Which Nominated | |||||||
Directors with Terms Expiring at the Annual Meeting/Nominees | ||||||||||||
Jack Dorsey | I | 39 | President, Chief Executive Officer and Chairman | 2009 | 2016 | 2019 | ||||||
Earvin “Magic” Johnson, Jr.(3) | I | 56 | Director | 2015 | 2016 | 2019 | ||||||
David Viniar(1)(3) | I | 60 | Lead Independent Director | 2013 | 2016 | 2019 | ||||||
Continuing Directors | ||||||||||||
Roelof Botha(1)(2) | II | 42 | Director | 2011 | 2017 | — | ||||||
Jim McKelvey | II | 50 | Director | 2009 | 2017 | — | ||||||
Ruth Simmons(3) | II | 70 | Director | 2015 | 2017 | — | ||||||
Mary Meeker(2) | III | 56 | Director | 2011 | 2018 | — | ||||||
Lawrence Summers(1) | III | 61 | Director | 2011 | 2018 | — |
Name |
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| Current |
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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 |
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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 |
| — |
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Non-Continuing Director | ||||||||||||
Sharon Rothstein(2) |
| III |
| 66 |
| Director |
| 2022 |
| 2024 |
| — |
BLOCK 2024 Proxy Statement | 1 |
Director Nominees
Randall 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 DirectorUnion 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 President and Chief Executive Officerprincipal executive officer and as a member of our board of directors since July 2009.2009, having previously served as our Chief Executive Officer and President from 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 now servesreturned to serve as Chief Executive Officer and a director of Twitter. Mr. Dorsey is committed to his chief executive officer roles at both Square and Twitter. While he does not have minimum time commitments at either company, he devotes significant time, attention and efforts to each of them.Twitter from July 2015 until November 2021. He generally divides his time roughly equally between them several days a week, and he retains flexibility to ensure he can re-allocate his time basedserved on the needs of each business. The particulars of his time-allocation strategy may change over time. Mr. Dorsey also serves as a member of 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.companies and innovation.
Earvin “Magic” Johnson, Jr.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 2015. Since2018 and the non-executive Chairman of Heathrow Airport Holdings Limited, the owner of Heathrow Airport in the United Kingdom since June 1979,2016. From December 2012 to May 2015, Mr. Johnson hasDeighton 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 Magic Johnson Enterprises, Inc., or its predecessor, a company that develops and provides a range of products and services largely focused on urban communities. Since July 1994, Mr. Johnson has served as a Vice Presidentthe London Organising Committee of the Los Angeles Lakers.
Olympic and Paralympic Games and held various roles at Goldman Sachs. Mr. Johnson has also been a co-owner of the Los Angeles Dodgers since March 2012, the Los Angeles Sparks since February 2014 and the Los Angeles Football Club since October 2014. Prior to his career in business, Mr. Johnson played professional basketball for the Los Angeles Lakers from 1979 through 1991, during which time the Lakers won five world championships and he received the NBA Most Valuable Player award three times, ultimately being elected to the Naismith Memorial Basketball Hall of Fame in June 2002. Mr. Johnson currentlyDeighton serves as the Chairmannon-executive Chairperson of the board of directors of the Magic Johnson Foundation, a philanthropic foundation, as well as on the boards of directors of a number of privately-held companies.
Hakluyt Company Limited, an advisory firm. Mr. Johnson was selected to serve on our board of directors because of his diverse background in professional sports, business and community development and his experience working with underserved urban communities.
David Viniarhas served as a member of our board of directors since October 2013. From August 1980 until his retirement in January 2013, Mr. Viniar served in various positions at The Goldman Sachs Group, including as Chief Financial Officer, Executive Vice President and Head of the Operations, Technology, Finance and Services Division. Mr. Viniar currently serves on the board of directors of The Goldman Sachs Group. Mr. ViniarDeighton holds a B.A. in Economics from UnionTrinity College, and an M.B.A. from Harvard Business School.Cambridge University.
Mr. ViniarDeighton was selected to serve on our board of directors because of his financial and business expertise.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 Bothahas served as a member of our board of directors since January 2011.2011 and as our Lead Independent Director 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., Natera, Inc., Xoom CorporationMongoDB, Inc. and a number of privately-heldprivately held companies. Mr. Botha previously served on the boards of directors of Bird Global, Inc., from June 2018 to December 2022, and Eventbrite, Inc., from October 2009 to 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.
JimAmy Brooks has served as a member of our board of directors since October 2019. Since 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 from November 2017 to December 2023, the Executive Vice President from May 2014 to November 2017 and Senior Vice President from January 2010 to May 2014. Ms. Brooks also serves on the boards of directors of a 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. Mr. Carter founded TIDAL, which is now majority owned by Block, in March 2015, and remains a shareholder and artist of the music streaming service. Since 2014, Mr. Carter has served as the co-founder, Manager 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 held companies. Since 2003, Mr. Carter has served as the founder of the Shawn Carter Scholarship Foundation, a charitable organization focused on education. He also 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 McKelveyis our co-founder and has served as a member of our board of directors since July 2009. Since July 2013, Mr. McKelvey has served as a Managing Director of SixThirty FinTech Accelerator, LLC, a financial technology accelerator. Since March 2012, Mr. McKelvey has served as a General Partner of Cultivation Capital, a venture capital firm. Since January 1990, Mr. McKelvey has served in various positions at Mira Smart Conferencing, Inc., a digital conferencing company. Mr. McKelvey currently serves on the board of directors of Emerson Electric Co. and previously served as Chair of the St. Louis Federal Reserve. He also serves on the boards of directors of a number of privately-heldprivately 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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Non-Continuing Directors
Mary MeekerSharon Rothstein has served as a member of our board of directors since June 2011.January 2022. Since December 2010,October 2018, Ms. MeekerRothstein has served as an Operating Partner at Stripes, LLC (“Stripes”), a General Partnergrowth 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 Kleiner Perkins CaufieldStarbucks 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 & Byers. From 1991 to 2010,Gamble. Ms. Meeker worked at Morgan Stanley as a Managing Director and Research Analyst. Ms. Meeker currentlyRothstein serves on the boards of directors of LendingClub CorporationYelp 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. MeekerRothstein holds a B.A. in PsychologyBachelor of Commerce from DePauwthe University of British Columbia and an M.B.A. from Cornell University.the University of California, Los Angeles.
Ms. MeekerRothstein was appointed to our board of directors in connection with Block’s acquisition of Afterpay. She was selected to serve on our board of directors because of her extensive experience advisingmarketing expertise and analyzing technology companies.
Dr. Ruth Simmonshas served as a member of our board of directors since August 2015. Dr. Simmons is President Emerita of Brown University, having served as President from July 2001 to June 2012. Prior to that, Dr. Simmons served as President of Smith College from 1995 to 2001 and Vice Provost of Princeton University from 1991 to 1995. Dr. Simmons currently serves on the boards of directors of Mondelez International, Inc. and Fiat Chrysler Automobiles N.V., and previously served on the board of directors of Texas Instruments Inc. until April 2016. Dr. Simmons holds a B.A. in French from Dillard University and a Ph.D. in Romance Languages and Literatures from Harvard University.Director Independence
Dr. Simmons was selected to serve on our board of directors because of her expertise on educational and public policy issues and her service on the boards of directors of a number of public companies.
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 Mossavar-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 currently serves on the board of directors of LendingClub Corporation. 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.
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 that would interfere with the exercisecompany (either directly or as a partner, shareholder or officer of independent judgmentan organization that has a relationship with the company). As noted in carrying out the responsibilities of a director.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 his or hertheir background, employment and affiliations, our board of directors has determined that Ms.none of Mses. Brooks, Meeker, and Rothstein; Dr. Narula; or Messrs. Botha, JohnsonDeighton, and Viniar, and Drs. Simmons and Summers, do not have relationships that would interfereGarutti has a material relationship with the exercise of independent judgment in carrying out the responsibilities of a directorCompany 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 meaning of the NYSE listing standards during the period in which he served on our board of 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 standardsstandards.
Board of the New York Stock Exchange. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships, Related Party and Other Transactions.”
BoardDirectors Leadership Structure and Role of Our Lead Independent Director
Mr. Dorsey currently servesOur board of directors does not have a policy as bothto whether the Chairmanroles of the Chairperson of our board of directors and our Block Head should be separate or combined. Our board of directors believes that it should have the flexibility to make this determination as circumstances require and in a manner that it believes is best to provide appropriate leadership for our Chief Executive Officer. Our independent directors bring experience, oversight and expertise from outsidecompany. Currently, Mr. Dorsey serves as both the Chairperson of our company, while Mr. Dorsey brings company-specific experienceboard of directors and expertise.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 discussiondiscussions and execute our business plans. We believe that the structure
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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 ChairmanChairperson of our board of directors is not independent, including when our Chief Executive Officer serves as the Chairman of our board of directors.independent. Because Mr. Dorsey is our ChairmanChairperson and is not an “independent” director as defined in theNYSE listing standards, of the New York Stock Exchange, our board of directors has appointed Mr. Viniar to serveRoelof Botha as our Lead Independent Director. Mr. Botha, a director since 2011, has served as our Lead Independent Director since June 2022. As a seasoned director with extensive experience in the financial technology industry, Mr. Botha has played an essential role in advising our senior management in key strategic areas and has provided independent oversight in his roles as a member of both our audit and risk committee and our compensation committee, and our board of directors believes that he is a strong, independent and effective Lead Independent Director.
As our Lead Independent Director, Mr. Viniar presidesBotha is responsible for, among other matters:
We believe that our leadership structure of Mr. Dorsey serving as both Chairperson of our board of directors and Block Head, with a liaisonseparate Lead Independent Director, is appropriate because it provides a balance between Mr. Dorsey’s company-specific experience, leadership and insight and our Chairmanindependent 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 strategy clearly and consistently to stockholders while ensuring robust, independent oversight by our board of directors and our independent directors, and performs such additional duties asled by our boardLead Independent Director.
Board of directors may otherwise determine and delegate.
BoardDirectors Meetings, Attendance and Committees
During our fiscal year ended December 31, 2015,2023, our board of directors held 10four 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 he or shesuch director has beenserved as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or shesuch director has served during the periods that he or shesuch director has served as a committee member, except Dr. SummersRoelof Botha, who attended 72% of the aggregate of (i) and (ii). Mr. Johnson, who eachBotha 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 least 60%committee meetings, which included receipt of such meetings.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 2023 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 of the committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.
Audit and Risk Committee
Our audit and risk committee currently consists of Messrs. Botha and ViniarDeighton and Dr. Summers,Narula, with Mr. ViniarDeighton serving as Chair. Dr. Summers served on our audit and risk committee throughout 2023 until his departure from our board of directors in February 2024.
Each of our current audit and risk committee members 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 Mr. Viniareach of Messrs. Botha 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.amended (“Regulation S-K”). Our audit and risk committee is, among other things,matters, responsible for the following:
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 copy of the charter of our audit and risk committee is available on our investor relations website at https://squareup.com/about/investors.investors.block.xyz. Information on or accessible through our website is not incorporated by reference in this proxy statement. During 2015,2023, our audit and risk committee held sixeight meetings.
Compensation Committee
Our compensation committee consists of Ms.Mses. Meeker and Mr.Rothstein and Messrs. Botha, Deighton and Garutti, with Ms. Meeker serving as Chair. Mr. Garutti was appointed to our compensation committee in April 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 member of our compensation committeeMses. Meeker and Rothstein and Messrs. Botha and Deighton is also a non-employee director,“non-employee director” as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).Act. Our compensation committee is, among other things,matters, responsible for the following:
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://squareup.com/about/investors.investors.block.xyz. During 2015,2023, our compensation committee held ninesix 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 2023 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 of members of our compensation committee, which 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, including Rule 16b-3 thereunder.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee currently consists of Messrs. JohnsonMs. Brooks, Dr. Narula and Viniar and Dr. Simmons,Mr. Garutti, with Dr. SimmonsMr. Garutti serving as Chair. 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:
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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://squareup.com/about/investors. Given that we were still a private company prior to our initial public offering in November 2015, during our fiscal year ended December 31, 2015,investors.block.xyz. During 2023, our nominating and corporate governance committee did not meet as a separate body.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 or compensation committee.directors.
ConsiderationsConsiderations in Evaluating Director Nominees
Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation ofnominees, which may include reviewing candidates whom our stockholders have properly submitted for recommendation or retaining a third-party executive search firm to identify and review candidates. We maintain policies and procedures for director candidates, which require our nominating and corporate governance committee will 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,limitation:
which they are affiliated. Director candidatestheir fields.
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Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and corporate governance committee may take into account the benefits of diverse viewpoints. Our nominating and corporate governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations. 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.
Stockholder Recommendations and Nominations to theour Board of Directors
Our nominating and corporate governance committee will consider director candidates recommended by stockholders holding at leastthe lesser of: (i) $2,000 in market value or (ii) one percent (1%) on a fully diluted basis of the company’sCompany’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 regular director nominee criteria described above.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 General CounselChief 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 Square,Block, Inc., 1455 Market Street,1955 Broadway, Suite 600, San Francisco, California 94103.Oakland, CA 94612. To be timely for the 2017our 2025 annual meeting of stockholders, our Corporate Secretary must receive the nomination no earlier than the close of business on February 23, 201718, 2025 and no later than the close of business on March 24, 2017,20, 2025, or in the event that we hold the 2017our 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 2017our 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 2017our 2025 annual meeting of stockholders or (ii) the 10th day following the day on which public announcement of the date of the 2017our 2025 annual meeting of stockholders is first made if such first public announcement is less than 100 days prior to the date of the 2017our 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 General CounselChief Legal Officer and Corporate Secretary at Square,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 General CounselChief 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 ChairmanChairperson of our board of directors or the Lead Independent Director if the ChairmanChairperson of our board of directors is not independent.
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 Chief Executive Officer,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://squareup.com/about/investors.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.
Our board of directors recognizes the oversight of risk management as one of theirits primary responsibilities and central to maintaining an effective, risk awarerisk-aware and accountable organization. This includes theThe oversight responsibility of our board of directors and its committees is supported 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. The 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 escalate 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 ManagementAssessment (“ERM”ERA”) framework,, which is shared and discussed with our board of directors. Oversight of the ERA is supported and enabled by our audit and risk committee. Our board of directors’ oversight of the ERA framework includes a routine evaluation, with discussions with key management and 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’s implementation and measurement of risk tolerances, limits and mitigation. Our board of directors, management and functional leaders of our ERA define our primary risk focus areas for review. These areas include strategic, operational, people, financial and compliance. We address risks such as cybersecurity, financial reporting and 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. These primary risk areas of focus, as defined by the board, management and leaders of our ERM review, are strategic, operational, financial and compliance and consist of risks such as cybersecurity, financial reporting and competition. 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 of Directors / | | Primary Areas of Risk Oversight |
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Full Board of Directors | | Strategic, financial and execution risks and exposures associated with our business strategy, policy matters, succession planning, |
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Audit and Risk Committee | | 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, and operational security and reliability. In addition, our audit and risk committee assists our board of directors with oversight of certain matters related to privacy, data security and cybersecurity. |
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Nominating and Corporate Governance Committee | | Risks and exposures associated with director and executive succession |
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Compensation Committee | | 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
The oversight responsibility ofWhile our board of directors maintains ultimate responsibility for the oversight of our data privacy and its committeescybersecurity program and risks, it has delegated certain responsibilities to our audit and risk committee. Our board of directors and audit and risk committee’s principal role is enabled byone of oversight, recognizing that management reporting processes that are designed to provide visibility tois 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 regarding the identification, assessmentin enhancing its understanding of data privacy and management ofcybersecurity issues by overseeing our data privacy and information security programs, strategy, policies, standards, architecture, processes, and significant risks, and management’s strategic approach to risk mitigation. Our board of directors’ responsibilities related to oversight of the ERM framework include a routine evaluation of the policy and processes, as well as discussionsoverseeing 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, among other matters, our privacy and cybersecurity programs and risks. Our audit and risk committee receives updates, at least quarterly, from our CISO and CPO on significant data privacy and security risks, including any significant incidents, relevant industry developments, threat vectors and significant risks identified in periodic penetration tests or vulnerability scans. These updates also include significant legal and legislative developments concerning data privacy and security, our approach to complying with key management, usedapplicable law, and significant engagement with regulators concerning data privacy and cybersecurity. Our audit committee provides regular updates to identify, assess, monitorthe board of directors on 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.
BLOCK 2024 Proxy Statement | 11 |
ESG and report Corporate Responsibility
Our nominating and corporate governance committee oversees our corporate responsibility initiatives. We maintain our steadfast focus on risks acrossdriving economic empowerment through our broad spectrum of products and services. In alignment with this product-driven focus on financial inclusion, we believe that operating in a responsible and sustainable manner 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 organizationreach and the setting and communicationdepth of the organization’s implementationpositive impact we strive to deliver through our ecosystem of ecosystems. This holds true for both our internal and measurementexternal stakeholders including customers, artists, sellers, employees, key suppliers, and our investor community. During 2023 and early 2024, we met with several investors to review our ongoing ESG initiatives. We discussed 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 composition.
We take an integrated approach to managing ESG performance and disclosure:
Key areas of focus for our ESG strategy are:
BLOCK 2024 Proxy Statement | 12 |
Director Compensation
In October 2015, our compensation committee adoptedPursuant to our Outside Director Compensation Policy, which became effective as of January 1, 2016, for the compensation of our non-employee directors. 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:
Equity Compensation. Onbelow. Our 2015 Plan contains maximum limits on the datesize of each annual meeting of stockholders,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 outside directors in the future. The only commitment to make equity award grants to our outside 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 outside director may be granted, restricted stock units (“RSUs”)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 an outside director. Equity awards granted to an individual while they were an employee or a consultant, but not an outside director, do not count for purposes of these limits.
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 2023, based on data provided by Compensia, our average total direct compensation per director (including annual cash retainer and equity awards) approximated the 10th percentile amongst our compensation peer group identified below in the section entitled “Executive Compensation—Compensation-Setting Process—Competitive Positioning.”
Equity Compensation.
Initial Award. Subject to any limits in our 2015 Plan, each person who first becomes an 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 fraction: (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 outside director becomes a member of our board of directors and (ii) the denominator of which is 12. However, if a person first becomes an 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.
BLOCK 2024 Proxy Statement | 13 |
Annual Award. On the date of each annual meeting of stockholders, and subject to any limits in our 2015 Plan, each of our outside 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.
Subject to any limits in our 2015 Plan, each person who first becomes a non-employee director will receiveOur Lead Independent Director receives an initialannual grant of RSUs, in addition to the annual grant provided to all outside directors, on the date of his or her appointmenteach annual meeting of stockholders having a grant date fair value (determined in accordance with GAAP) equalof $70,000, subject to $250,000 multiplied by a fraction (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-employee director becomes a member ofany limits in our board of directors and (ii) the denominator of which is 12 (unless his or her appointment to our board of directors occurs on the date of an annual meeting of stockholders).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.
Our lead independent director will receive an annual grant of RSUs on the date of each annual meeting of stockholders having a grant date fair value (determined in accordance with GAAP) of $70,000. The shares of our 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 the policyour Outside Director Compensation Policy will become fully vested upon a “change in control” as defined in our 2015 Plan.
Our 2015 Plan contains maximum limits on the size of the equity awards that can be granted to each of our non-employee 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-employee directors in the future.
Cash Compensation. Each of our non-employeeoutside directors receives an annual cash retainer of $40,000 for serving on our board of directors. In addition, each year, outside directors will also beare eligible to receive the following cash fees for service on the committees of our board of directors:directors.
Board Committee | Chairperson Fee | Member Fee |
| Chair Fee ($) |
|
| Member Fee ($) |
| ||||||||
Audit and Risk Committee | $ | 20,000 | $ | 10,000 |
|
| 20,000 |
|
|
| 10,000 |
| ||||
Compensation Committee | $ | 15,000 | $ | 5,000 |
|
| 15,000 |
|
|
| 5,000 |
| ||||
Nominating and Corporate Governance Committee | $ | 10,000 | $ | 2,500 |
|
| 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 same date asfirst business day following the correspondinglast 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 unitsshares 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.
20152023 Compensation
The following table provides information regarding the total compensation that was earned by each of our non-employeeoutside directors in 2015. Our non-employee2023. Mr. Walker and Dr. Summers served as directors did not receive anyuntil 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 outstanding for their serviceeach director at December 31, 2023 are included in footnote 2 below.
Director |
| Fees Earned or |
|
| Stock Awards |
|
| All Other |
|
| Total ($) |
| ||||
Roelof Botha |
|
| — |
|
|
| 374,618 |
|
|
| — |
|
|
| 374,618 |
|
Amy Brooks |
|
| — |
|
|
| 292,220 |
|
|
| — |
|
|
| 292,220 |
|
Shawn Carter |
|
| — |
|
|
| 289,720 |
|
|
| — |
|
|
| 289,720 |
|
Paul Deighton |
|
| 65,000 |
|
|
| 249,959 |
|
|
| — |
|
|
| 314,959 |
|
Randall Garutti |
|
| 50,000 |
|
|
| 249,959 |
|
|
| — |
|
|
| 299,959 |
|
James McKelvey |
|
| — |
|
|
| 289,720 |
|
|
| — |
|
|
| 289,720 |
|
Mary Meeker |
|
| — |
|
|
| 304,642 |
|
|
| — |
|
|
| 304,642 |
|
Neha Narula |
|
| — |
|
|
| 236,125 |
|
|
| — |
|
|
| 236,125 |
|
Sharon Rothstein |
|
| 45,000 |
|
|
| 249,959 |
|
|
| — |
|
|
| 294,959 |
|
Lawrence Summers |
|
| 50,000 |
|
|
| 249,959 |
|
|
| — |
|
|
| 299,959 |
|
Darren Walker |
|
| — |
|
|
| 290,243 |
|
|
| — |
|
|
| 290,243 |
|
BLOCK 2024 Proxy Statement | 14 |
Name |
| Grant Date |
| Number of RSUs |
|
| Grant Date Fair |
|
| Total Cash Retainer Forgone ($) |
| |||
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 |
|
Director | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | |||||||||
Roelof Botha | — | — | — | |||||||||
Earvin “Magic” Johnson, Jr.(2) | — | 254,269 | 254,269 | |||||||||
Jim McKelvey | — | — | — | |||||||||
Mary Meeker | — | — | — | |||||||||
Vinold Khosla(3) | — | |||||||||||
Ruth Simmons(4) | — | 260,224 | 260,224 | |||||||||
Lawrence Summers | — | — | — | |||||||||
David Viniar(5) | 538,650 | — | 538,650 |
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 2015,2023, 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.”
BLOCK 2024 Proxy Statement | 15 |
Stock Ownership Guidelines
ELECTION OF DIRECTORS
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 currently composedrequired to comply with our stock ownership guidelines within five years from their promotion or hiring as an executive officer or election to our board of eight members. 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, 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.
BLOCK 2024 Proxy Statement | 16 |
| PROPOSAL NO. 1 |
In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. AtTwo of our Class III directors, Mr. Garutti and Ms. Meeker, are standing for election at the Annual Meeting three Class I directors will be elected for a three-year term to succeed the same class whose term is then expiring.term.
Each director’s term continues until the election and qualification of his or hertheir 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.
Nominees
Our nominating and corporate governance committee has recommended, and our board of directors has approved, Jack Dorsey, Earvin “Magic” Johnson, Jr.Mr. Randall Garutti and David ViniarMs. Mary Meeker as nominees for election as Class IIII directors at the Annual Meeting. If elected, each of Messrs. Dorsey, Johnsonboth Mr. Garutti and ViniarMs. Meeker will serve as Class IIII directors until the 2019our 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. 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. Dorsey, JohnsonMr. Garutti and Viniar. We expect that each of Messrs. Dorsey, JohnsonMs. Meeker. Mr. Garutti and Viniar will accept such nomination;Ms. Meeker have both agreed to serve as a 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.
Vote Required
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”
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE. |
EACH OF THE NOMINEES NAMED ABOVE.
BLOCK 2024 Proxy Statement | 17 |
PROPOSAL NO. 2 |
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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 as a whole.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 be able to 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.”
Vote Required
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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
BLOCK 2024 Proxy Statement | 18 |
ADVISORY VOTE ON THE FREQUENCY OF
FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS
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.Contents
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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO HOLD FUTURE STOCKHOLDER
ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY
“ONE YEAR.”
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
Our audit and risk committee has appointed KPMGErnst & Young LLP (“KPMG”EY”), an as our independent registered public accounting firm to audit our consolidated financial statements for our fiscal year ending December 31, 2016.2024. During our fiscal year ended December 31, 2015, KPMG2023, EY served as our independent registered public accounting firm.
Notwithstanding the appointment of KPMG,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 KPMGEY as our independent registered public accounting firm for our fiscal year ending December 31, 2016. Our2024. Although not required by applicable law or listing rules, our audit and risk committee is submitting the appointment of KPMGEY 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 KPMGEY 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 KPMG,EY, our board of directorsaudit 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 KPMGEY for our fiscal years ended December 31, 20142022, and 2015.December 31, 2023, respectively.
2014 | 2015 |
| 2022 |
|
| 2023 |
| |||||||||
(In Thousands) |
| (in thousands) |
| |||||||||||||
Audit Fees(1) | $ | 569 | $ | 2,662 | ||||||||||||
Audit-Related Fees(2) | $ | 109 | — | |||||||||||||
Tax Fees(3) | — | — | ||||||||||||||
All Other Fees(4) | — | — | ||||||||||||||
|
| |||||||||||||||
Audit Fees(1) |
| $ | 11,797 |
|
| $ | 13,533 |
| ||||||||
Audit-Related Fees(2) |
|
| — |
|
|
| — |
| ||||||||
Tax Fees(3) |
|
| 725 |
|
|
| 902 |
| ||||||||
All Other Fees(4) |
|
| 8 |
|
|
| 3 |
| ||||||||
Total Fees | $ | 678 | $ | 2,662 |
| $ | 12,530 |
|
| $ | 14,438 |
| ||||
|
|
In our fiscal year ended December 31, 2015,2023, there were no other professional services provided by KPMG,EY, other than those listed above, that would have required our audit and risk committee to consider their compatibility with maintaining the independence of KPMG.EY.
Audit and Risk Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit and risk committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit and risk committee is required
BLOCK 2024 Proxy Statement | 19 |
to pre-approve all audit, internal control-related services and permissible non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. All services provided by KPMGEY for our fiscal yearsyear ended December 31, 2014 and 20152023, were pre-approved by our audit and risk committee.committee pursuant to this policy.
Vote Required
The ratification of the appointment of KPMGEY as our independent registered public accounting firm for our fiscal year ending December 31, 20162024, 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. Abstentions will have the effect of a vote against this proposal. Because this is a routine proposal, andwe do not expect broker non-votes will have no effect.on this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE
APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
BLOCK 2024 Proxy Statement | 20 |
ACCOUNTING FIRM.
REPORT OF THE AUDIT AND RISK COMMITTEE |
REPORT OF THE AUDIT AND RISK COMMITTEE
The audit and risk committee is a committee of theour board of directors comprised solely of independent directors as required by the listing standards of the New York Stock Exchange (“NYSE”) listing standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The audit and risk committee operates under a written charter approved by Square’s board of directors, which is available on Square’s web site at https://squareup.com/about/investors. The composition of the audit and risk committee, the attributes of its members and the responsibilities of the audit and risk committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit and risk committees. The audit and risk committee reviews and assesses the adequacy of its charter and the audit and risk committee’s performance on an annual basis.
With respect to Square’sour financial reporting process, Square’sour management is responsible for (1) establishing and maintaining internal controls and (2) preparing Square’sour consolidated financial statements. Square’sOur independent registered public accounting firm, KPMGErnst & Young LLP (“KPMG”EY”), is responsible for performing an independent audit of Square’sour consolidated financial statements. It is the responsibility of the audit and risk committee to oversee these activities. It is not the responsibility of the audit and risk committee to prepare Square’sour financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit and risk committee has:
Based on the audit and risk committee’s review and discussions with management and KPMG,EY, the audit and risk committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 20152023, for filing with the SEC.
Respectfully submitted by the members of the audit and risk committee of the board of directors:
David ViniarPaul Deighton (Chair)
Roelof Botha
Lawrence SummersNeha Narula
This report of the audit and risk committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Securities Exchange Act of 1934, as amended (“Exchange Act”), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
BLOCK 2024 Proxy Statement | 21 |
EXECUTIVE OFFICERS |
The following table identifies certain information about our executive officers as of March 31, 2016.April 26, 2024. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.
Name |
| Age | Position | ||||
Jack Dorsey | 47 | Block Head, Square Head and Chairperson | |||||
Amrita Ahuja | 44 | Chief | |||||
| 45 | Chief | |||||
| |||||||
| |||||||
| 41 | CEO Cash App |
For biographical information for Jack Dorsey,is our co-founder refer to the section entitled “Board of Directors and Corporate Governance.”
Amrita Ahuja has served as our PresidentChief Operating Officer since February 2023, and Chief Executive Officer and as a member of our board of directors since July 2009. From May 2007 to October 2008, Mr. Dorsey served as President and Chief Executive Officer of Twitter, Inc. Mr. Dorsey now serves as Chief Executive Officer and a director of Twitter. Mr. Dorsey is committed to his chief executive officer roles at both Square and Twitter. While he does not have minimum time commitments at either company, he devotes significant time, attention and efforts to each of them. He generally divides his time roughly equally between them several days a week, and he retains flexibility to ensure he can re-allocate his time based on the needs of each business. The particulars of his time-allocation strategy may change over time. Mr. Dorsey also serves as a member of the board of directors of The Walt Disney Company.
Sarah Friar has served as our Chief Financial Officer since July 2012.January 2019. From April 2011March 2018 to July 2012,January 2019, Ms. FriarAhuja served as the Chief Financial Officer of Blizzard Entertainment, Inc., a division of Activision Blizzard, Inc. Beginning in June 2010, she served in various positions at Activision Blizzard, Inc., including as Senior Vice President of Investor Relations from January 2015 to May 2018, Vice President, Finance and Operations from August 2012 to January 2015 and Vice President, Strategy and Business Development from June 2010 to August 2012. Ms. Ahuja currently serves on the boards of salesforce.com, inc.directors of Airbnb, Inc. and a privately held company. She holds a B.A. in economics from Duke University and an M.B.A. from Harvard Business School.
Chrysty Esperanza has served as our Chief Legal Officer and Corporate Secretary since February 2023, having previously served as our General Counsel since December 2021 and Assistant Corporate Secretary since June 2021. From July 2000April 2020 to December 2021, Ms. Esperanza served as our Deputy General Counsel and from October 2013 to April 2020, she served as our Counsel Lead. Ms. Esperanza currently serves on the board of trustees for the San Francisco Friends School and the board of directors of the San Francisco Public Library. Ms. Esperanza holds a B.A. in Mass Communication/Business Administration from the University of California, Los Angeles and a J.D. from the University of California College of the Law, San Francisco (formerly known as the University of California, Hastings College of Law).
Brian Grassadonia has served as CEO of Cash App (formerly referred to as Cash App Lead) since January 2013. From May 2012 to January 2013, Mr. Grassadonia served as our Director of Product Development, as well as our Director of Growth from February 2011 Ms. Friarto May 2012. He joined the Company in September 2010 and served in various positions at The Goldman Sachs Group, Inc., including as a Managing Director in the Equity Research Division. Ms. FriarProduct Manager until February 2011. Mr. Grassadonia currently serves on the board of directors of New Relic, Inc. and previously served on the board of directors of Model N, Inc. Ms. Friar currently serves on the Management Board of the Stanford Graduate School of Business. Ms. Friara privately held company. Mr. Grassadonia holds a MEngBachelor of Applied Science (BASc) in Metallurgy, Economics and Management from the University of Oxford and an M.B.A. from the Stanford Graduate School of Business.
Dana Wagner has served as our General Counsel since July 2011 and as our Corporate Secretary since August 2011. From May 2007 to July 2011, Mr. Wagner served in various positions at Google Inc., including as Director, and oversaw the antitrust and competition legal practice. From 2004 to 2007, Mr. Wagner served as an Assistant U.S. Attorney for the Northern District of California. Prior to that, Mr. Wagner served as a Trial Attorney for the U.S. Department of Justice’s Antitrust Division, and as an Adjunct Professor at the University of California, Hastings College of the Law. Mr. Wagner currently serves on the board of directors of The Museum of Art and Digital Entertainment. Mr. Wagner holds a B.A. in Comparative Literature and EconomicsScience from the University of California, Berkeley,San Diego.
BLOCK 2024 Proxy Statement | 22 |
EXECUTIVE COMPENSATION |
Compensation Discussion and a J.D. from Yale Law School.Analysis
Françoise Brougher has served as our Business Lead since April 2013. From March 2005 to April 2013, Ms. Brougher served in various positions at Google Inc., most recently as Vice President of SMB Global Sales and Operations. From October 2000 to December 2004, Ms. Brougher served in various positions at Charles Schwab & Co., including as Vice President of Business Strategy. Ms. Brougher currently serves on the board of directors of Sodexo S.A. Ms. Brougher holds a Masters in Engineering from Institut Catholique d’Arts et Metiers and an M.B.A. from Harvard Business School.
Alyssa Henry has served as our Seller Lead since October 2014. From May 2014 to October 2014, Ms. Henry served as our Engineering Lead, Infrastructure. From April 2006 to April 2014, Ms. Henry served in various positions at Amazon.com, Inc., including as Vice President, Amazon Web Services Storage Services, and as General Manager of Amazon S3. Ms. Henry holds a B.S. in Mathematics-Applied Science with a Specialization in Computing from the University of California, Los Angeles.
Compensation Discussion and Analysis
This Compensation Discussion and Analysis summarizes the material components of our executive compensation program and our executive compensation policies, practices and material compensation decisions for 20152023 for our “named executive officers.” Under the securities laws, our Chief Executive Officer, Chief Financial Officer and three other executive officers as of December 31, 2015 are our named executive officers. Our named executive officers for 20152023 were:
Jack Dorsey | Block Head, Square Head and Chairperson | |
Amrita Ahuja(1) | Chief | |
and Chief Financial Officer | ||
Chrysty Esperanza | ||
Chief Legal Officer and Corporate Secretary | ||
Brian Grassadonia | CEO Cash App | |
Alyssa Henry(2) | Former CEO Square |
Compensation Philosophy
Square stands forAt Block, we are building an ecosystem of ecosystems, each focused on distinct customer audiences. We define an ecosystem as a set of tools and services that work together cohesively, often positively reinforcing one another. This helps create resilient relationships with customers as they use our tools and services to satisfy multiple needs. Our ecosystems are united by our shared purpose of economic empowerment, with each ecosystem serving different people — sellers, consumers, artists, fans, and everythingdevelopers. As we do is intendedscale, we are focused on investing in developing connections between our ecosystems and by creating more connections to giveincrease the resilience of our sellers accessible, affordable tools to grow their businesses and participate in the economy. Every day, our sellers inspire us in the ways they innovate, take risks and take ownership, and we embody this same ethos in our work and how we compensate our people for that work.overall company.
To this end, ourOur compensation programs are designed to attract, retain, and grow the best teams while reflectingthat are aligned with this purpose and embody the core tenetsessential values of our culture:company culture, centered around the following core principles:
Compensation Design and Objectives
Our compensation programsIn 2023, we continued to maintain a simplified approach to employee and executive compensation. Compensation for our named executive officers consists largely of base salary and equity awards intended to align incentives to grow our business. Equity incentives are provided through a combination of stock options and restricted stock-based awards. We believe that this combination provides an appropriate mix of performance-driven appreciation opportunities through stock options, and alignment of rewards with the long-term interests of our stockholders through restricted stock-based awards. We have not implemented a company-wide performance-based cash incentive plan for our employees, including our named executive officers, are a reflection of our operation as a private company until November 2015. Compensation for our employees, including our named executive officers, largely has consisted of base salary and equity awards, primarily in the form of stock options,order to align incentives to grow the business. We have provided no cash-based incentive compensation opportunities to our employees, including our named executive officers, so we can conserve cash and maintain a simplified compensation program that focuses on equity value appreciation over short term cash value.delivering long-term growth rather than short-term results.
BLOCK 2024 Proxy Statement | 23 |
The primary objective of our executive compensation program is to drive long-term stockholder value. We seek to achieve this objective by designing our executive compensation programs to:
For 2015,2023, we made the following executive compensation decisions:
As
We conduct a comprehensive review of our compensation philosophy, objectives and design, as circumstances require. Atincluding a minimum, we expect that our compensation committee will review of our executive compensation program, annually.on an annual cycle. We may implement new compensation plans and arrangements for our named executive officers and/or employees where we deem necessary or appropriate, including to attract or retain high-caliber talent to our organization or provide incentives for them to achieve key business goals.drive Block’s success.
Impact of 2023 Stockholder Advisory Vote on Executive Compensation
In June 2023, we conducted a non-binding, advisory vote on the compensation of our named executive officers, commonly referred to as a “say-on-pay” vote, at our 2023 annual meeting of stockholders. Our stockholders overwhelmingly voted to approve the compensation of the named executive officers, with approximately 98% of the votes cast in favor of our executive compensation program.
Our compensation committee was mindful of this strong support, and after considering this advisory vote result and evaluating our executive compensation policies and practices throughout 2023, determined
BLOCK 2024 Proxy Statement | 24 |
that we should maintain the compensation philosophy and objectives from prior years and retain our general approach to executive compensation. As a result, our compensation committee decided to continue to provide compensation with an emphasis on equity compensation that rewards our most senior executives when they deliver value for our stockholders.
Consistent with the recommendation of our board of directors and the approval of our stockholders in connection with the advisory vote on the frequency of future say-on-pay votes conducted at our 2022 annual meeting of stockholders, the board of directors has determined to hold annual advisory votes on the compensation of our named executive officers. The next advisory vote on the frequency of future say-on-pay votes will occur at our 2028 annual meeting of stockholders.
Compensation-Setting Process
Role of Our Compensation Committee
Our compensation committee administers and determines the parameters of the executive compensation program. Our compensation committee currently consists of Ms.Mses. Meeker and Mr.Rothstein and Messrs. Botha, Deighton and Garutti, with Ms. Meeker serving as Chair. Mr. Garutti was appointed to our compensation committee in April 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 the board of directors at the Annual Meeting, qualifies as an “outside director” for purposes of Section 162(m) of the Code, a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and an “independent director” for purposes of the listing standards of the New York Stock Exchange.NYSE. Each of Mses. Meeker and Rothstein and Messrs. Botha and Deighton also qualify as a “non-employee director” as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee may establish, and has in the past established, a subcommittee to which it delegates authority to grant and administer equity awards, in order to help promote compliance with Section 16 of the Exchange Act. For purposes of the discussion below, references to “compensation committee” shall mean the “subcommittee” for all actions taken with respect to such awards in 2023, except as otherwise noted.
Under its charter, our compensation committee reviews, approves and determines, or makes recommendations to our board of directors regarding, executive officer compensation. For additional information on our compensation committee, including its authority, see “Boardrefer to the section entitled “Board of Directors and Corporate Governance—Board Meetings and Committees—Compensation Committee” elsewhere in this proxy statement.Committee.”
Role of Management
Our CEOBlock Head, People Lead and other members of management, including our CFO and human resources executives,People team provide our compensation committee with information on corporate and individual performance, market data and their perspectives and recommendations on compensation matters. No named executive officer participates in deliberations regarding his or hertheir own compensation.
Historically, theFor named executive officers who are hired externally, their initial compensation arrangements with our named executive officers wereare determined in cooperationthrough negotiations with each individual named executive officer. Typically, our CEO negotiatedBlock Head provides input on the terms of these arrangements, with the oversight and final approval of our board of directors or our compensation committee.
In reviewing compensation for existing named executive officers, our compensation committee solicits input from our CEO regarding each of his direct reportsBlock Head and his assessment ofour People Lead. Our compensation committee reviews their input on capability, job complexity and overall assessment of their individual performance and contributions. Because our CEO is involved in the day-to-day operationcontributions of our business, oureach executive. Our compensation committee values hisour Block Head’s perspective and input on each named executive officer’s performance and contributions to our business. The input of our CEOBlock Head is an important factor that our compensation committee uses in making its executive compensation decisions, along with input from our external compensation advisors on market trends.
At the request of our CEO, his 2015 compensation consisted of a minimal base salary to allow him to participate in certain benefits programs available to other employees. At the beginning of 2016, his base salary was reduced to a nominal amount of $2.75 per year, at his request and with compensation committee approval.
Role of Compensation Consultant
Our compensation committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In 2015,2023, our compensation committee engagedcontinued to engage Compensia, Inc. (“Compensia”)an independent compensation consultant, to assist with its duties, including providing advice relating to our compensation peer group selection as well as providing support and specific analyses with regard to compensation data
BLOCK 2024 Proxy Statement | 25 |
and formulation of recommendations for executive and non-employeeoutside director compensation. During 2015, in anticipation of our initial public offering, Compensia also provided support and specific analyses regarding executive severance and change of control benefits and our equity compensation strategy, including the funding of our equity compensation plans, annual evergreen and other features in our 2015 Plan and 2015 Employee Stock Purchase Plan, as amended (the “ESPP”). Compensia reports directly to our compensation committee and not to management, is independent from us and has provided no other services to us.
Our compensation committee has assessed the independence of Compensia, taking into account, among other things,matters, the enhanced independence standards and factors set forth in Exchange Act Rule 10C-1 and the applicable listing standards of the New York Stock Exchange,NYSE, and concluded that there are no conflicts of interest regarding the work that Compensia performs for our compensation committee.
Competitive Positioning
In determining the compensation for our named executive officers, our compensation committee, with assistance from its compensation consultant,Compensia, reviews the compensation practices and levels of our compensation peer group. This compensation peer group analysis is used to ensure thatassess whether our executive compensation program and individual compensation levels for our named executive officers are competitiveappropriately positioned to attract and retain high performinghigh-performing talent.
Our compensation peer group is set forth below and was established for 20152023 with input offrom Compensia. The compensation peer group consists ofwas developed using a rules-based/mechanical approach and reflects publicly-traded companies with similar industry, geography and financial characteristiccharacteristics as us.us (including revenues of approximately forty percent (0.4x) to two and one half times (2.5x) and a market capitalization of approximately one quarter (0.25x) to four times (4.0x) Block’s respective levels at the time the peer group was selected). The group was further refined to include companies with one-year revenue growth greater than 10% or market capitalization per employee greater than $3 million. Our compensation committee intends to regularly review our compensation peer group and the underlying criteria to assess thatwhether it remains appropriate for review and comparison purposes.
Following a review of our 2022 peer group companies, it was deemed that all peer group companies met the desired criteria for inclusion in our 2023 peer group. As such, the Committee approved no changes to the peer group for 2023. Accordingly, the compensation peer group used to inform our 2023 compensation decisions were:
Adobe | Fiserv | ServiceNow | Uber Technologies | |||
Affirm Holdings | Global Payments | Shopify | Workday | |||
Autodesk | Intuit | Snap | Zoom Video | |||
Coinbase Global | Palo Alto Networks | Twilio | ||||
eBay | PayPal Holdings | |||||
Relative to our compensation peer group above, at the time of approval of our peer group in July 2022, Block ranked at the 82nd percentile on a trailing four quarters GAAP revenue basis and at the 57th percentile on a market capitalization basis.
In addition to the companies listed above, our compensation committee reviewed the executive compensation programs and practices of Alphabet, Amazon, Apple, Facebook, Intel, IBM, Microsoft and salesforce.com for reference purposes only. We compete for talent with these reference companies, and our compensation committee believed it was important to understand their compensation practices in order to remain competitive.
Our compensation committee supplemented the compensation data from our compensation peer group with analysis of data from the Radford Executive Compensation Survey. For this additional analysis, we usedour compensation committee reviewed aggregate data from U.S. companies ranging from $1 billion to $3 billion in annual revenue.
Though its analysis of competitive market data informs its decisions, our compensation committee also applies its subjective judgment in determining the pay levels of individual named executive officers. Additional factors our compensation committee considers when making its compensation decisions include
BLOCK 2024 Proxy Statement | 26 |
input from our CEOBlock Head and other members of the management team,our People Lead, company performance, individual performance and experience, individual skills and expertise, each named executive officer’s role and/or retention and incentive objectives.
Elements of Executive Compensation
Consistent with our compensation philosophy, our executive compensation program consists of only two primary elements: base salary and long-term incentive compensation in the form of equity awards. During 2023, we provided no cash-based incentive compensation opportunities to our named executive officers, instead focusing on linking compensation to stockholder value by using equity awards as the primary means of incentive compensation. We do not use specific formulas or weightings in determining the allocation between base salary and long-term incentive compensation; instead, each named executive officer’s compensation has been individually designed to provide a combination of fixed and at-risk compensation to provide incentives to achieve our objectives.
At the end of 2015, we introduced into our executive compensation programWe also provide severance and change of control benefits for our named executive officers.officers as part of our executive compensation program. To remain consistent with our compensation goals of fairness and simplicity, each named executive officer (other than our Block Head) is entitled to the same severance and change of control benefits.benefits based on the same formulas.
Our named executive officers also participate in several company-wide welfarehealth and healthwelfare benefit plans that are generally available to our other employees.
Base Salary
Base salary for our named executive officers is the fixed component of our executive compensation program. We use base salary to compensate our named executive officers for services rendered during the year and to recognize the experience, skills, knowledge and responsibilities required of each named executive officer. We apply no specific formula to determine adjustments to base salary. AdjustmentsWe continue to base salary have been made to reflect our economic condition and future expected performance.
Historically, we have established theprovide base salaries of our named executive officers atthat are conservative levelsrelative to conserve cash; instead, we rely on an equity-based compensation emphasis to attract, retain and motivate our named executive officers. This emphasis also more closely links the interests of our named executive officers, in terms of value creation, with that of our stockholders.competitive market pay levels.
In February 2015,April 2023, our compensation committee reviewed the base salaries of our named executive officers,Mses. Ahuja, Esperanza, and Henry, and Mr. Grassadonia, taking into consideration a competitive market analysis performed by Compensia, the recommendations of our CEO,Block Head and our People Lead, the desire to retain our high-qualifiedhighly qualified executive team in anticipation of a potential initial public offering and the other factors described above. Following this review, our compensation committee approved an increase in the annual base salary levels for Mses. Ahuja, Esperanza, and Henry, and Mr. Grassadonia to $565,000, in each case effective as of April 1, 2023, in order to improve competitive alignment with our peers. In addition, our compensation committee determined that increases were importantit was appropriate to bring base salaries to a consistent level while still driving most compensation through equity. Consistent withkeep our compensation goals of fairness and simplicity, theBlock Head’s 2023 base salary for each named executive officer (other than Mr. Dorsey) was increased tolevel at $2.75 per year, at the same level. At Mr. Dorsey’s request no change was made to his base salary. of our Block Head and with compensation committee approval.
The base salary increases were effective March 1, 2015. Theannualized base salaries of our named executive officers for 2015as of December 31, 2023, compared to 2014December 31, 2022, were:
Named Executive Officer | 2014 Annual Base Salary | 2015 Annual Base Salary | Percentage Increase | |||||||||
Mr. Dorsey | $ | 6,000 | (1) | $ | 6,000 | — | ||||||
Ms. Friar | $ | 230,000 | $ | 250,000 | 8.7 | % | ||||||
Ms. Brougher | $ | 225,000 | $ | 250,000 | 11.1 | % | ||||||
Ms. Henry | $ | 230,000 | $ | 250,000 | 8.7 | % | ||||||
Mr. Wagner | $ | 230,000 | $ | 250,000 | 8.7 | % |
Named Executive Officer |
| Annual Base |
|
| Annual Base |
|
| Percentage |
|
| |||
Jack Dorsey |
| $ | 2.75 |
|
| $ | 2.75 |
|
|
| 0 | % |
|
Amrita Ahuja |
| $ | 525,000 |
|
| $ | 565,000 |
|
|
| 7.6 | % |
|
Chrysty Esperanza |
| $ | 525,000 |
|
| $ | 565,000 |
|
|
| 7.6 | % |
|
Brian Grassadonia |
| $ | 525,000 |
|
| $ | 565,000 |
|
|
| 7.6 | % |
|
Alyssa Henry |
| $ | 525,000 |
|
| $ | 565,000 |
|
|
| 7.6 | % |
|
Equity Compensation
We believe that strongsustainable long-term corporate performance is achieved with a corporate culture that encourages a long-term focus by all of our employees. We seek to incentivize this focus in our employees, including our named executive officers, through the use of equity-based awards, the value of which depends on the performance of our stock. To date,
BLOCK 2024 Proxy Statement | 27 |
Equity awards are central to our long-term incentiveexecutive compensation has been provided largely inprogram, which is designed to promote fairness, maintain simplicity and provide rewards based on demonstrable performance. Equity ownership aligns the forminterests of stock options. We have used stock options to provide our named executive officers with incentives to help align their interests with the interests of our stockholders and to enableby enabling them to participate in the long-term appreciation of the value of our common stock. Additionally, stock optionsequity awards provide an important tool for us to retain our named executive officers, as the optionsawards are subject to vesting over a multi-year period subject to continued service with the company. Typically, these awards vest over four or five years, assumingcontingent on continued employment.service, and the awards to our named executive officers in 2023 followed this practice.
In the second half of 2015, we introduced time-based RSUs into our equityOur executive compensation program to help reduce the riskprovides equity incentives through a mix of stock options during turbulent economic times and remain competitiverestricted stock-based awards (currently awarded in the form of RSUs). Stock options provide executives with an opportunity to participate in stock price appreciation above their exercise price, creating incentives to continue to drive growth. Awards of RSUs create alignment with our long-term stockholders by providing both upside and downside tied to company performance. A mix of award types is also consistent with competitive practice among our peers. In determining the mix of stock options and RSUs for 2023, our compensation peer groupcommittee, with input from our Block Head, our People Lead and other comparable high-growth technology companies who largely offer full-valueCompensia, considered competitive market practices and the retention and performance incentives of outstanding equity holdings and determined that a mix of approximately 50% stock options and 50% RSUs, based on the target grant value of the awards, as a central piece of their equity compensation programs.
Historically, weprovided appropriate incentives for the named executive officers in 2023. We do not have not had an established set of criteria for granting equity awards. Instead, our board of directorscompensation committee has exercised its judgment and discretion, in consultation with our CEO,Block Head and our People Lead, and considered, among other factors, the role and responsibility of each named executive officer, competitive factors, the amount of equity compensation already held by our named executive officer (and the extent to which it was vested) and the cash compensation to be received by our named executive officer, to determine and approve the size and terms of new equity awards.
In 2015,2023, we granted newannual equity awards to our named executive officers described in the table below. In determining the size and terms of these annual equity awards for Mses. Ahuja, Henry, and Esperanza and Mr. Grassadonia, our compensation committee, with input from our CEOBlock Head, our People Lead and Compensia, considered the past and expected future key contributions of each of these named executive officers, the extent to which their existing equity awards were vested and the competitive market data for similarly situated executives. Our compensation committee believed it was appropriate to grant each of them new equity awards to help achieve our retention goals and further align their compensation with the competitive market.
Named Executive Officer | Options (#) | RSUs (#) | Grant Date Fair Value ($) | |||||||||
Ms. Friar | 1,400,000 | (1) | — | 7,162,260 | ||||||||
Mr. Wagner(2) | 200,000 | (3) | 67,000 | (4) | 1,805,870 |
Named Executive Officer |
| Number of Securities |
|
| RSUs (#)(2) |
|
| Grant Date |
| |||
Amrita Ahuja |
|
| 178,973 |
|
|
| 107,354 |
|
|
| 15,984,722 |
|
Chrysty Esperanza |
|
| 46,118 |
|
|
| 27,663 |
|
|
| 4,118,955 |
|
Brian Grassadonia |
|
| 157,901 |
|
|
| 94,714 |
|
|
| 11,488,150 |
|
Alyssa Henry(3) |
|
| 125,232 |
|
|
| 75,118 |
|
|
| 9,111,298 |
|
BLOCK 2024 Proxy Statement |
28 |
Mr. Dorsey Ms. Brougher and Ms. Henry received nodid not receive any equity awards in 20152023 at his request, and because our compensation committee believed that theirhis existing equity ownership position sufficiently aligned theirhis interests with those of our stockholders.
On October 2, 2023, we entered into a Separation Agreement and Release with Ms. Henry in connection with the cessation of her employment (the “Henry Separation Agreement”). The Henry Separation Agreement memorialized Ms. Henry’s severance arrangements on terms consistent with her change of control and severance agreement as previously disclosed, and subject to the terms and conditions under such change of control and severance agreement. Specifically, the Henry Separation Agreement provides that any equity awards under the 2015 Plan held by Ms. Henry that would have vested during the severance period (161 days) would be deemed to automatically accelerate as of the date of Ms. Henry’s termination, subject to Ms. Henry’s execution and non-revocation of the Henry Separation Agreement. Additionally, the Henry Separation Agreement provided that Ms. Henry’s Restricted Stock Units would be settled on the 61st day following Ms. Henry’s last day of employment and Ms. Henry’s option awards would remain exercisable for three months following the last day of her employment.
No Special Retirement, Health or Welfare Benefits
Our named executive officers are eligible to participate in our employee benefit programs on the same basis as our other full-time, salaried employees. We maintain a tax-qualified retirement plan (“401(k) Plan”) that
provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) Plan as of the first day of the month following the date they meet the 401(k) Plan’s eligibility requirements, and participants are able to defer up to 90%65% of their eligible compensation subject to applicable annual tax limits. All participants’ interests in their deferrals are 100% vested when contributed. The 401(k) Plan permits us to make matching contributions and profit sharingprofit-sharing contributions. For the plan year beginning on January 1, 2023, we made a matching contribution equal to 100% of participants’ pre-tax and Roth contributions although weup to $2,000 and after that, 50% of participants’ pre-tax and Roth contributions up to a maximum matching contribution of $5,000 per participant. We have not made no suchany profit-sharing contributions to date.
Our health and welfare benefits include medical,medical; dental and vision benefits,vision; disability insurance,insurance; basic life insurance coverage andcoverage; accidental death and dismemberment insurance.insurance and a monthly wellness allowance. We design our employee benefits programs to be affordable and competitive in relation to the market and compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon changes in applicable laws and market practices.
Limited Perquisites and Other Personal Benefits
We do not provide perquisites or other personal benefits to our named executive officers, except in limited situations where we believe it is appropriate to assist an individual in the performance of his or hertheir duties, to make our named executive officers more efficient and effective and for recruitment and retention purposes.
During 2015, we subsidized the cost of commuting expenses for Ms. Friar and Ms. Brougher to help facilitate their access to our company headquarters, which we believe helps contribute to employee morale and the overall success of our organization. Our named executive officers also receive reimbursement for certain on-site meals, which is a program generally available to our employees working at our corporate headquarters.
Employment Agreements with Named Executive Officers
Jack Dorsey
We have entered into a confirmatory employment letter with Jack Dorsey,each of our President and CEO.named executive officers. The confirmatory employment letter has no specific term and provides for at-will employment. In 2016, Mr. Dorsey entered into an amendment to his confirmatory letter that reduced his annual base salary from $6,000 to $2.75.
Sarah FriarPost-Employment Compensation
We have entered into a confirmatory employment letter with Sarah Friar, our CFO. The confirmatory employment letter has no specific term and provides for at-will employment. Ms. Friar’s current annual base salary is $250,000.
Francoise Brougher
We have entered into a confirmatory employment letter with Francoise Brougher, our Business Lead. The confirmatory employment letter has no specific term and provides for at-will employment. Ms. Brougher’s current annual base salary is $250,000.
Alyssa Henry
We have entered into a confirmatory employment letter with Alyssa Henry, our Seller Lead. The confirmatory employment letter has no specific term and provides for at-will employment. Ms. Henry’s current annual base salary is $250,000.
Dana Wagner
We have entered into a confirmatory employment letter with Dana Wagner, our General Counsel and Corporate Secretary. The confirmatory employment letter has no specific term and provides for at-will employment. Mr. Wagner’s current annual base salary is $250,000.
Post-Employment Compensation
In 2015, we entered into change of control and severance agreements with our named executive officers that provide for certain specified payments and benefits if a termination of employment occurs under specified circumstances, including following a change of control of our company. We believe that these protections are necessary to provide our valuable executives with incentives to foregoforgo other employment opportunities and remain employed with us and to maintain continued focus and dedication to their responsibilities to maximize stockholder value, including if there is a potential transaction that could involve a change of control. In addition, these protections are available only if a named executive officer executes and does not revoke a general release of claims in favor of us.our favor. The terms of these agreements were determined by our compensation committee, with input from our management team, following a review of analysis prepared by Compensia of relevant market data for other companies with whom we compete for executive talent.
BLOCK 2024 Proxy Statement | 29 |
For a summary of the material terms of the change of control and severance agreements and an estimate of the payments and benefits that may be received by our named executive officers under these arrangements, see “Potentialor with respect to Ms. Henry, the payments and benefits that were received in connection with her separation from employment with us, refer to the section entitled “Potential Payments onupon Termination or Change of Control.”
Other Compensation Information
Hedging and Pledging Prohibitions
In connection with our initial public offering in November 2015, we establishedWe have an Insider Trading Policy, which, among other things,matters, prohibits our employees, including officers, or directors from making short sales, engaging in transactions in publicly-tradedpublicly traded options (such as puts and calls) and other derivative securities relating to our common stock, pledging any of our securities as collateral for a loan, and holding any of our securities in a margin account.account, whether such securities are granted as compensation or are held, directly or indirectly, by the employee or director. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code may limitof 1986, as amended (the “Code”), generally limits the amount we may deduct from our federal income taxes for compensation paid to our CEOBlock Head and threecertain other executive officers (other than the CFO) to $1 million per executive officer per year, unless certain requirements are met. Under a transition rule in the regulations promulgated under Code Section 162(m) that applies to companies, such as ours, that become subject to Code Section 162(m) by reason of becoming publicly held, the deductibility ofcertain exceptions. Neither our compensation payments currently is not subject to the limitations of Code Section 162(m) if thecommittee nor any authorized subcommittee, as applicable, has adopted a policy that all equity or other compensation is paid under a compensation arrangement that was in existence before the effective date of the initial public offering.must be deductible.
Code Section 162(m) provides an additional exception from this $1 million deduction limit for certain forms of performance-based compensation. We may, where reasonably practicable, seek to qualify any variable compensation paid to our executive officers for the “performance-based compensation” exemption from the deduction limit. InWhen approving the amount and form of compensation for our executive officers, in the future, we willgenerally consider all elements of the cost to us of providing such compensation, including the potential impact of Code Section 162(m). of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. Our compensation committee or its authorized subcommittee, as applicable, may, in its judgment, authorize compensation payments that dowill or may not comply with an exemption from the deductibility limitbe deductible when it believes that such payments are appropriate to attract, retain or motivate executive talent.
Taxation of Parachute Payments and Deferred Compensation
We do not provide, and have no obligation to provide, any of our named executive officers with a “gross-up” or other reimbursement payment for any tax liability he or shethey might owe because of the application of Sections 280G, 4999 or 409A of the Code. If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to a named executive officer would constitute “parachute
payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or shethey would receive either full payment of such payments and benefits or such lesser amount that would cause no portion of the payments and benefits being subject to the excise tax, whichever results in the greater after-tax benefits to our named executive officer.
Accounting for Stock-BasedShare-Based Compensation
Our compensation committee considers accounting effects in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification TopicASC 718, (“ASC 718”), the standard whichthat governs the accounting treatment of stock-based compensation awards. ASC 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and restricted stockstock-based awards, generally based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may realize no value from their awards. ASC 718 also requires companies to recognize the compensation cost of their share-based payment awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.
BLOCK 2024 Proxy Statement | 30 |
Stock Ownership Guidelines
We maintain stock ownership guidelines for our executive officers to ensure ongoing alignment of the interests of our executive officers with the long-term interests of our stockholders. For information concerning these guidelines, see the section entitled “Board of Directors and Corporate Governance—Stock Ownership Guidelines.”
Compensation Risk Assessment“Clawback” Policy
Our management teamcompensation committee recommended, and our compensation committee each playboard of directors adopted, a rolefinancial restatement clawback policy in evaluatingaccordance with SEC and mitigating any riskNYSE requirements, which became effective as of October 2, 2023 (the “Financial Restatement Clawback Policy”). Consistent with these requirements, the Financial Restatement Clawback Policy provides that, may exist relatingsubject to the limited exemptions permitted under these requirements, if we are required to prepare an accounting restatement due to our material noncompliance with financial reporting requirements under applicable securities laws, we must recover from covered executive officers any incentive-based compensation programs, policiesreceived by them while they were an executive officer, after October 2, 2023 and practices for all employees,during the applicable recoupment period (which generally includes the three completed fiscal years prior to the date we conclude, or reasonably should have concluded, that we are required to prepare, or the date on which a court, regulator or other legally authorized body directs us to prepare, a financial restatement) that was in excess of what they would have received had their incentive compensation been determined based on the restated amounts.
Our prior clawback policy, which was in effect throughout 2023 until it was replaced by the Financial Restatement Clawback Policy, gave our board of directors (or any duly authorized committee of the board of directors) discretion to require that any of our executive officers, including our named executive officers. We have undertakenofficers, repay incentive-based compensation if a risk reviewmajority of the independent members of our employee compensation plans and arrangements inboard of directors (or the committee to which our employees (including our namedit has delegated authority) determined that the executive officers) participate to determine whether these plans and arrangements have any features that might create undue risksofficer’s gross negligence, intentional misconduct or encourage unnecessary and excessive risk-taking that could threaten our value. In this review, we considered numerous factors and design elements that enablefraud caused or partially caused us to monitor, manage and mitigate risk, without diminishingmaterially restate all or a portion of our financial statements on which such compensation was calculated. Such determination under the effectprior clawback policy was required to be made within three years of the incentive naturedate of compensation, including:filing of the applicable financial statements.
Based on our review, we have concluded thatdirectors adopted a severance clawback policy in October 2023, which permits us to recover certain severance compensation paid to any potential risks arising from our employee compensation programs, policies and practices, including our executive compensation program, are not reasonably likelycovered individual subject to have a material adverse effect on Square.
COMPENSATION COMMITTEE REPORTCompensation Committee Report
The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and Square’sour Annual Report on Form 10-K for the fiscal year ended December 31, 2015.2023.
Compensation Committee
Mary Meeker (Chair)
Roelof Botha
Summary Compensation Table for Fiscal Year 2015
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total Compensation ($) | |||||||||||||||||||||
Jack Dorsey | 2015 | 6,000 | — | — | — | — | 6,000 | |||||||||||||||||||||
Chief Executive Officer | 2014 | 3,750 | — | — | — | — | 3,750 | |||||||||||||||||||||
Sarah Friar | 2015 | 246,667 | — | — | 7,162,260 | 33,691 | 7,442,618 | |||||||||||||||||||||
Chief Financial Officer | 2014 | 230,000 | — | — | 1,253,408 | 42,253 | 1,525,661 | |||||||||||||||||||||
Francoise Brougher | 2015 | 245,833 | — | — | — | 46,944 | 292,777 | |||||||||||||||||||||
Business Lead | ||||||||||||||||||||||||||||
Alyssa Henry | 2015 | 246,667 | — | — | — | 26,070 | 272,737 | |||||||||||||||||||||
Seller Lead | 2014 | 147,289 | (3) | 50,000 | (4) | — | 6,526,394 | 131,525 | 6,855,208 | |||||||||||||||||||
Dana Wagner | 2015 | 246,667 | — | 1,031,130 | 774,740 | — | 2,052,537 | |||||||||||||||||||||
General Counsel and Corporate Secretary |
Compensation Committee | |
Mary Meeker (Chair) | |
Roelof Botha | |
Paul Deighton | |
Sharon Rothstein | |
BLOCK 2024 Proxy Statement | 31 |
Compensation Risk Assessment
Our management team and our compensation committee each play a role in evaluating and mitigating any risk that may exist relating to our compensation programs, policies and practices for all executive employees, including our named executive officers. In connection with their oversight, Compensia and management conducted a risk review of our executive compensation plans and arrangements in which our executives (including our named executive officers) participate to determine whether these plans and arrangements have any features that might create undue risks or encourage unnecessary and excessive risk taking that could threaten our value. In this review, we considered numerous factors and design elements that enable us to monitor, manage and mitigate risk, without diminishing the effect of the incentive nature of compensation, including our practice of awarding long-term incentive compensation in equity awards upon hire to our named executive officers to directly tie their expectation of compensation to their contributions to the long-term value of our company and other risk mitigators such as the Insider Trading Policy prohibiting stock pledging and hedging, formal stock ownership guidelines and a clawback/compensation recovery policy.
Based on our review, we have concluded that any potential risks arising from our executive compensation programs, policies and practices are not reasonably likely to have a material adverse effect on Block.
Summary Compensation Table
Name and Principal Position |
| Year |
| Salary ($) |
|
| Stock |
|
| Option |
|
| All Other |
|
| Total Compensation |
| |||||
Jack Dorsey |
| 2023 |
|
| 2.75 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.75 |
|
Block Head and Square Head |
| 2022 |
|
| 2.75 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.75 |
|
|
| 2021 |
|
| 2.75 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Amrita Ahuja |
| 2023 |
|
| 559,259 |
|
|
| 7,997,873 |
|
|
| 7,986,849 |
|
|
| 5,000 |
|
|
| 16,548,981 |
|
Chief Operating Officer and Chief Financial Officer |
| 2022 |
|
| 518,750 |
|
|
| 5,279,934 |
|
|
| 5,887,809 |
|
|
| 5,000 |
|
|
| 11,691,493 |
|
|
| 2021 |
|
| 493,750 |
|
|
| 4,931,901 |
|
|
| 4,805,016 |
|
|
| 5,000 |
|
|
| 10,235,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Chrysty Esperanza |
| 2023 |
|
| 544,259 |
|
|
| 2,060,894 |
|
|
| 2,058,062 |
|
|
| 5,000 |
|
|
| 4,668,215 |
|
Chief Legal Officer and Corporate Secretary |
| 2022 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2021 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Brian Grassadonia |
| 2023 |
|
| 555,000 |
|
|
| 5,736,827 |
|
|
| 5,751,323 |
|
|
| 5,000 |
|
|
| 12,048,150 |
|
CEO Cash App |
| 2022 |
|
| 518,750 |
|
|
| 6,071,968 |
|
|
| 6,771,040 |
|
|
| 5,000 |
|
|
| 13,366,758 |
|
|
| 2021 |
|
| 493,750 |
|
|
| 4,931,901 |
|
|
| 4,805,016 |
|
|
| 5,000 |
|
|
| 10,235,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Alyssa Henry |
| 2023 |
|
| 416,104 |
|
|
| 4,549,897 |
|
|
| 4,561,400 |
|
|
| 278,055 |
|
|
| 9,805,456 |
|
Former CEO Square |
| 2022 |
|
| 518,750 |
|
|
| 6,071,968 |
|
|
| 6,771,040 |
|
|
| 5,000 |
|
|
| 13,366,758 |
|
|
| 2021 |
|
| 493,750 |
|
|
| 4,931,901 |
|
|
| 4,805,016 |
|
|
| 5,000 |
|
|
| 10,235,667 |
|
BLOCK 2024 Proxy Statement | 32 |
Grants of Plan-Based Awards in 20152023
The following table sets forth information regarding grants of awards made to our named executive officers during 2015.2023. We did not grant any plan-based cash awards or RSAs during 2015.2023.
Name | Grant Date | Number of Securities Underlying Restricted Stock Units (#) | Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) |
| Grant Date |
|
| Number of Securities Underlying RSUs (#) |
|
| Number of Securities Underlying Options |
|
| Exercise or Base Price of Option Awards ($/Sh) |
|
| Grant Date Fair Value of Stock and Option Awards ($)(1) |
| ||||||||||||||||||||
Jack Dorsey | — | — | — | — | — |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| |||||||||||||||
Sarah Friar | 02/24/2015 | — | 1,400,000 | 10.06 | 7,162,260 | |||||||||||||||||||||||||||||||||||
Francoise Brougher | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Amrita Ahuja |
| 03/20/2023 |
|
|
| 107,354 |
|
|
| 178,973 |
|
|
| 74.50 |
|
|
| 15,984,722 |
| |||||||||||||||||||||
Chrysty Esperanza |
| 03/20/2023 |
|
|
| 27,663 |
|
|
| 46,118 |
|
|
| 74.50 |
|
|
| 4,118,955 |
| |||||||||||||||||||||
Brian Grassadonia |
| 04/26/2023 |
|
|
| 94,714 |
|
|
| 157,901 |
|
|
| 60.57 |
|
|
| 11,488,150 |
| |||||||||||||||||||||
Alyssa Henry | — | — | — | — | — |
| 04/26/2023 |
|
|
| 75,118 |
|
|
| 125,232 |
|
|
| 60.57 |
|
|
| 9,111,298 |
| ||||||||||||||||
Dana Wagner | 10/21/2015 | 67,000 | — | — | 1,031,130 | |||||||||||||||||||||||||||||||||||
11/18/2015 | — | 200,000 | 9.00 | 774,740 |
BLOCK 2024 Proxy Statement | 33 |
Outstanding Equity Awards at 20152023 Year-End
The following table lists all outstanding equity awards held by our named executive officers as of December 31, 2015. See “Potential Payments on Termination or Change of Control” for2023. For additional information regarding the impact of certain employment termination scenarios on outstanding equity awards.awards, refer to the section entitled “Potential Payments upon Termination or Change of Control.”
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares of Stock that Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($)(3) | |||||||||||||||||||||
Jack Dorsey | — | — | — | — | — | — | — | |||||||||||||||||||||
Sarah Friar | 7/25/2012 | (4) | 344,246 | (5) | — | 2.728 | 7/25/2022 | — | — | |||||||||||||||||||
5/31/2013 | (4) | 36,250 | (6) | — | 2.904 | 5/31/2023 | — | — | ||||||||||||||||||||
8/27/2013 | (4) | 494,067 | (7) | — | 3.334 | 8/27/2023 | — | — | ||||||||||||||||||||
2/27/2014 | (8) | 276,668 | (9) | — | 7.254 | 2/27/2024 | — | — | ||||||||||||||||||||
2/24/2015 | (8) | 1,400,000 | (10) | — | 10.060 | 2/24/2025 | — | — | ||||||||||||||||||||
Francoise Brougher | 5/31/2013 | (4) | 3,000,000 | (11) | — | 2.904 | 5/31/2023 | — | — | |||||||||||||||||||
Alyssa Henry | 5/14/2014 | (4) | 2,000,000 | (12) | — | 7.254 | 5/14/2024 | — | — | |||||||||||||||||||
Dana Wagner | 8/10/2011 | (13) | 960,000 | (14) | — | 1.311 | 8/10/2021 | — | — | |||||||||||||||||||
5/31/2013 | (4) | 103,750 | (15) | — | 2.904 | 5/31/2023 | — | — | ||||||||||||||||||||
2/27/2014 | (8) | 250,000 | (16) | — | 7.254 | 2/27/2024 | — | — | ||||||||||||||||||||
10/21/2015 | (17) | — | — | — | — | 67,000 | 877,030 | |||||||||||||||||||||
11/18/2015 | (4) | — | 200,000 | 9.00 | 11/18/2025 | — | — |
|
| Option Awards |
|
| Stock Awards |
| ||||||||||||||||||||||
Name |
| Grant Date(1) |
|
| Number of |
|
| Number of |
|
| Option |
|
| Option |
|
| Number of |
|
| Market |
| |||||||
Jack Dorsey |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Amrita Ahuja |
| 1/24/2019(4) |
|
|
| 30,532 |
|
|
| — |
|
|
| 73.94 |
|
| 1/23/2029 |
|
|
| — |
|
|
| — |
| ||
|
| 4/21/2020(5) |
|
|
| 63,891 |
|
|
| 14,084 |
|
|
| 57.40 |
|
| 4/20/2030 |
|
|
| — |
|
|
| — |
| ||
|
| 4/21/2020(6) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8,240 |
|
|
| 637,364 |
| |
|
| 4/27/2021(5) |
|
|
| 24,458 |
|
|
| 12,230 |
|
|
| 253.79 |
|
| 4/26/2031 |
|
|
| — |
|
|
| — |
| ||
|
| 4/27/2021(7) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,288 |
|
|
| 563,727 |
| |
|
| 4/19/2022(5) |
|
|
| 35,025 |
|
|
| 49,036 |
|
|
| 125.62 |
|
| 4/18/2032 |
|
|
| — |
|
|
| — |
| ||
|
| 4/19/2022(8) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 26,270 |
|
|
| 2,031,985 |
| |
|
| 3/20/2023(5) |
|
|
| 33,557 |
|
|
| 145,416 |
|
|
| 74.50 |
|
| 3/19/2033 |
|
|
| — |
|
|
| — |
| ||
|
| 3/20/2023(9) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 87,226 |
|
|
| 6,746,931 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Chrysty Esperanza |
| 6/17/2015(4) |
|
|
| 34,415 |
|
|
| — |
|
|
| 13.94 |
|
| 6/16/2025 |
|
|
| — |
|
|
| — |
| ||
|
| 4/24/2019(5) |
|
|
| 5,513 |
|
|
| — |
|
|
| 71.99 |
|
| 4/23/2029 |
|
|
| — |
|
|
| — |
| ||
|
| 4/21/2020(10) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2,260 |
|
|
| 174,811 |
| |
|
| 4/23/2021(11) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1,296 |
|
|
| 100,246 |
| |
|
| 4/22/2022(12) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,882 |
|
|
| 609,673 |
| |
|
| 3/20/2023(5) |
|
|
| 8,647 |
|
|
| 37,471 |
|
|
| 74.50 |
|
| 3/19/2033 |
|
|
| — |
|
|
| — |
| ||
|
| 3/20/2023(13) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 22,477 |
|
|
| 1,738,596 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Brian Grassadonia |
| 2/27/2014(14) |
|
|
| 252,816 |
|
|
| — |
|
|
| 7.25 |
|
| 2/27/2024 |
|
|
| — |
|
|
| — |
| ||
|
| 6/17/2015(14) |
|
|
| 460,000 |
|
|
| — |
|
|
| 13.94 |
|
| 6/16/2025 |
|
|
| — |
|
|
| — |
| ||
|
| 4/19/2017(5) |
|
|
| 137,122 |
|
|
| — |
|
|
| 17.20 |
|
| 4/18/2027 |
|
|
| — |
|
|
| — |
| ||
|
| 4/25/2018(15) |
|
|
| 109,026 |
|
|
| — |
|
|
| 44.75 |
|
| 4/24/2028 |
|
|
| — |
|
|
| — |
| ||
|
| 4/24/2019(5) |
|
|
| 99,224 |
|
|
| — |
|
|
| 71.99 |
|
| 4/23/2029 |
|
|
| — |
|
|
| — |
| ||
|
| 4/21/2020(5) |
|
|
| 154,917 |
|
|
| 14,084 |
|
|
| 57.40 |
|
| 4/20/2030 |
|
|
| — |
|
|
| — |
| ||
|
| 4/21/2020(16) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 8,240 |
|
|
| 637,364 |
| |
|
| 4/27/2021(5) |
|
|
| 24,458 |
|
|
| 12,230 |
|
|
| 253.79 |
|
| 4/26/2031 |
|
|
| — |
|
|
| — |
| ||
|
| 4/27/2021(17) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 7,288 |
|
|
| 563,727 |
| |
|
| 4/19/2022(5) |
|
|
| 40,279 |
|
|
| 56,392 |
|
|
| 125.62 |
|
| 4/18/2032 |
|
|
| — |
|
|
| — |
| ||
|
| 4/19/2022(18) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 30,210 |
|
|
| 2,336,744 |
| |
|
| 4/26/2023(5) |
|
|
| 29,606 |
|
|
| 128,295 |
|
|
| 60.57 |
|
| 4/25/2033 |
|
|
| — |
|
|
| — |
| ||
|
| 4/26/2023(19) |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 76,956 |
|
|
| 5,952,547 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Alyssa Henry(20) |
| 4/27/2021(5) |
|
|
| 26,751 |
|
|
| — |
|
|
| 253.79 |
|
| 1/2/2024 |
|
|
| — |
|
|
| — |
| ||
|
| 4/19/2022(5) |
|
|
| 46,321 |
|
|
| — |
|
|
| 125.62 |
|
| 1/2/2024 |
|
|
| — |
|
|
| — |
|
BLOCK 2024 Proxy Statement | 34 |
BLOCK 2024 Proxy Statement | 35 |
Option Exercises and Stock Vested in 20152023
The following table sets forth the number of shares of common stock acquired during 20152023 by our named executive officers upon the exercise of stock options andor upon the vesting of RSUs or RSAs, as well as the value realized upon such exercise. Noneequity award transactions.
|
| Option Awards |
| Stock Awards |
| ||||
Name |
| Number of |
| Value Realized |
| Number of Shares Acquired |
| Value Realized |
|
Jack Dorsey |
| — |
| — |
| — |
| — |
|
Amrita Ahuja |
| 16,834 |
| 517,309 |
| 59,580 |
| 3,740,236 |
|
Chrysty Esperanza |
| 3,150 |
| 208,962 |
| 14,136 |
| 846,500 |
|
Brian Grassadonia |
| — |
| — |
| 56,140 |
| 3,385,533 |
|
Alyssa Henry |
| 971,954 |
| 40,746,447 |
| 65,516 | (4) | 3,659,580 | (4) |
Options Awards | ||||||||
Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | ||||||
Jack Dorsey | — | — | ||||||
Sarah Friar | 758,639 | 7,204,371 | ||||||
Francoise Brougher | — | — | ||||||
Alyssa Henry | — | — | ||||||
Dana Wagner | — | — |
BLOCK 2024 Proxy Statement | 36 |
Pension Benefits
Aside from our 401(k) Plan, we do not maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.
Non-Qualified Deferred Compensation
We do not maintain any nonqualifiednon-qualified deferred compensation plans or arrangements under which our named executive officers are entitled to participate.
Potential Payments onupon Termination or Change of Control
Under eachEach of our named executive officers was subject to a change of control and severance agreement during their employment with us in 2023. The terms of the change of control and severance agreements (the “COC agreements”) are described below, and key differences that apply to our Block Head are highlighted. Under the COC agreements, if, ourbefore a change of control, the Company decides to terminate a named executive officer’s employment with the Company without cause (excluding by reason of death or disability), the Company may make a written request that the named executive officer continue to remain employed with the Company or its subsidiaries for a specified transition period not to exceed 180 days from the date of the request (the “Transition Period”). During the Transition Period, the named executive officer will be expected to perform such transition and other duties as reasonably requested by the Company (or its subsidiaries) in its discretion. During the Transition Period, the named executive officer will continue to be paid their base salary, vest in their equity awards in accordance with their terms, and be eligible to participate in our bonus or commission plans (if any) and employee benefit plans, each in accordance with their terms. The Block Head’s change of control and severance agreement does not contain these Transition Period related terms. Ms. Henry’s employment with Block ended on October 2, 2023. Ms. Henry received payments and benefits under her COC agreement, in consideration for which she executed a Separation and Release Agreement, which included (a) a general release of claims in favor of Block and its affiliates, (b) confirmation of her confidentiality obligations to Block, and (c) customary non-disparagement covenants.
Under Ms. Ahuja’s COC agreement, if she remains employed by us or any of our subsidiaries through a “triggering event”“change in control” (as defined in our 20092015 Plan), the vesting of any of his or her options (or unvested shares acquired through the early exercise of options) that were outstanding when the original change of control and severance agreement was entered into will be accelerated upon the change in control as if he or she had been employed for an additional 12 months following such triggering event. Ms. Ahuja had no outstanding stock option awards to which this would have applied had a change in control occurred on December 31, 2023.
If our named executive officer’s employment is terminated by us without “cause” or bydue to their death or “disability” (as such terms are defined in his or hertheir change of control and severance agreement), in either case, outside the Change of Control Period (as defined below), heand (ii) under the COC agreements (but not under the Block Head’s agreement) the named executive officer has completed any Transition Period requested by the company (excluding the named executive officers’ early cessation of any such Transition Period due to their death or shedisability, or the termination of the Transition Period by us other than for cause before its scheduled expiration) they will be eligible to receive these payments and benefits if he or shethey timely signssign and doesdo not revoke a release of claims:
BLOCK 2024 Proxy Statement | 37 |
If, (i) within the three-month period before or aftera change of control until the end of the 12-month period following asuch change of control (such period, the “Change of Control Period”), our named executive officer’s employment is terminated by us without cause or bydue to their death or disability or our named executive officer resigns for “good reason” (as defined in his or hertheir change of control and severance agreement), and (ii) (but not under the Block Head’s agreement), our named executive officer has completed any company-requested Transition Period (excluding our named executive officer’s early cessation of any such Transition Period due to their death or disability, or the company’s termination of the Transition Period other than for cause before its schedule expiration), our named executive officer will be entitled to these benefits if he or shethey timely signssign and doesdo not revoke a release of claims:
In addition, if any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to our named executive officer would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, he or shethey would be entitled to receive either full payment of such payments and benefits or such lesser amount that would cause no portion of the payments and benefits being subject to the excise tax, whichever results in the greater after-tax benefits to our named executive officer. The change of control and severance agreements do not require us to provide any tax gross-up payments to our named executive officers.
BLOCK 2024 Proxy Statement | 38 |
The following table summarizes (i) the estimated payments and benefits that would be provided to our named executive officers who were employed with us on December 31, 2023 upon termination orand a change of control under our plans and arrangements with our named executive officers described above assumingand (ii) for Ms. Henry, the triggering event took placepayments and benefits provided to her in connection with her separation effective as of October 2, 2023, after a Transition Period of 19 days, which resulted in a Severance Period of 161 days. For purposes of this table, for each named executive officer (other than Mr. Dorsey and Ms. Henry) the “Severance Period” defined above is assumed to last the maximum 180-day period.
|
| Termination Without |
|
| Termination |
|
| Termination Without Cause or |
| |||||||||||||||||||
Name |
| Cash |
|
| Health Care |
|
| Acceleration |
|
| Acceleration |
|
| Cash |
|
| Health |
|
| Acceleration |
| |||||||
Jack Dorsey |
|
| 2.06 |
|
|
| 216 |
|
|
| — |
|
|
| — |
|
|
| 2.75 |
|
|
| 432 |
|
|
| — |
|
Amrita Ahuja |
|
| 282,500 |
|
|
| 15,894 |
|
|
| 2,614,340 |
|
|
| 10,675,418 |
|
|
| 565,000 |
|
|
| 31,787 |
|
|
| 10,675,418 |
|
Chrysty Esperanza |
|
| 282,500 |
|
|
| 15,460 |
|
|
| 614,111 |
|
|
| 2,730,118 |
|
|
| 565,000 |
|
|
| 30,919 |
|
|
| 2,730,118 |
|
Brian Grassadonia |
|
| 282,500 |
|
|
| 15,460 |
|
|
| 2,820,522 |
|
|
| 11,924,147 |
|
|
| 565,000 |
|
|
| 30,919 |
|
|
| 11,924,147 |
|
Alyssa Henry(9) |
|
| 249,219 |
|
|
| 23,835 |
|
|
| 2,494,227 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Name | Termination Without Cause Outside Change of Control Period | Termination by Death or Disability | Termination Without Cause or Termination for Good Reason Within Change of Control Period | |||||||||||||||||||||
Cash Compensation ($)(1) | Health Care Benefits($)(2) | Acceleration of Equity Vesting ($)(3)(4) | Cash Compensation($)(5) | Health Care Benefits ($)(6) | Acceleration of Equity Vesting ($)(4)(7) | |||||||||||||||||||
Jack Dorsey | 4,500 | 3,451 | — | 6,000 | 4,601 | — | ||||||||||||||||||
Sarah Friar | 187,500 | — | 11,221,017 | 250,000 | — | 11,221,017 | ||||||||||||||||||
Francoise Brougher | 187,500 | — | 10,822,625 | 250,000 | — | 10,822,625 | ||||||||||||||||||
Alyssa Henry | 187,500 | 13,819 | 7,051,837 | 250,000 | 18,425 | 7,015,837 | ||||||||||||||||||
Dana Wagner | 187,500 | 4,438 | 2,993,362 | 250,000 | 5,917 | 2,993,362 |
BLOCK 2024 Proxy Statement | 39 |
| EQUITY COMPENSATION PLAN INFORMATION | |
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes our equity compensation plan information as of December 31, 2015.2023. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.
| (a) |
| (b) |
| (c) |
| |||||||||||||||||||||||
Plan Category | Class of Common Stock | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
| Class of |
| Number of |
|
| Weighted |
|
| Number of |
|
| |||||||||||||
Equity compensation plans approved by stockholders | Class A(2) | 5,425,265 | $ | 10.56 | 28,951,759 |
| Class A | (2) |
| 42,823,825 |
|
| $ | 77.11 |
|
|
| 150,808,102 |
| (3) | |||||||||
Class B(3) | 105,723,054 | $ | 7.01 | 0 |
| Class B | (4) |
| 2,266,089 |
|
| $ | 12.19 |
|
|
| — |
|
| ||||||||||
Equity compensation plans not approved by stockholders | — | — | — |
| — |
|
| — |
|
|
| — |
|
|
| — |
|
| |||||||||||
Total | Class A and Class B | 111,148,319 | $ | 7.19 | 28,951,759 |
| Class A and Class B |
|
| 45,089,914 |
|
| $ | 47.64 |
|
|
| 150,808,102 |
|
|
BLOCK 2024 Proxy Statement | 40 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 20162024, for:
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.
We have based our calculation of the percentage of beneficial ownership on 31,717,133556,749,259 shares of our Class A common stock and 303,553,30860,501,293 shares of our Class B common stock outstanding as of March 31, 2016.2024. We have deemed shares of our common stock subject to stock options that are currently exercisable or exercisable within 60 days of March 31, 20162024, or issuable pursuant to RSUs whichthat are subject to vesting conditions expected to occur within 60 days of March 31, 20162024 to be outstanding and to be beneficially owned by the person holding the stock option or RSU for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Square,Block, Inc., 1455 Market Street,1955 Broadway, Suite 600, San Francisco,Oakland, California 94103.94612. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.
Class A Common Stock | Class B Common Stock+ | Percent of Total Voting | ||||||||||||||||||
Name of Beneficial Owner | Number | Percent | Number | Percent | Power | |||||||||||||||
5% Stockholders: | ||||||||||||||||||||
Khosla Ventures III, LP(1) | — | — | 50,522,780 | 16.6 | % | 16.5 | % | |||||||||||||
Entities affiliated with JPMC Strategic Investments(2) | — | — | 16,705,022 | 5.5 | % | 5.4 | % | |||||||||||||
Entities affiliated with Rizvi Traverse(3) | 43,947 | * | 16,150,088 | 5.3 | % | 5.3 | % | |||||||||||||
Entities affiliated with Sequoia Capital(4) | — | — | 15,728,310 | 5.2 | % | 5.1 | % | |||||||||||||
Capital World Investors(5) | 3,845,335 | 12.1 | % | — | — | * | ||||||||||||||
BlackRock, Inc.(6) | 2,789,457 | 8.8 | % | — | — | * | ||||||||||||||
Dragoneer Global Fund II, L.P.(7) | 2,554,871 | 8.1 | % | — | — | * | ||||||||||||||
SCGE Fund, L.P.(8) | 2,500,000 | 7.9 | % | — | — | * | ||||||||||||||
William Blair Investment Management, LLC(9) | 1,599,987 | 5.0 | % | — | — | * | ||||||||||||||
Named Executive Officers and Directors: | ||||||||||||||||||||
Jack Dorsey(10) | — | — | 69,504,082 | 22.9 | % | 22.7 | % | |||||||||||||
Sarah Friar(11) | — | — | 3,900,000 | 1.3 | % | 1.3 | % | |||||||||||||
Dana Wagner(12) | — | — | 1,622,870 | * | * | |||||||||||||||
Alyssa Henry(13) | — | — | 2,000,000 | * | * | |||||||||||||||
Françoise Brougher(14) | — | — | 3,000,000 | 1.0 | % | 1.0 | % | |||||||||||||
Roelof Botha(15) | — | — | 15,728,310 | 5.2 | % | 5.1 | % | |||||||||||||
Earvin Johnson(16) | — | — | 38,000 | * | * | |||||||||||||||
James McKelvey(17) | — | — | 27,345,120 | 9.0 | % | 8.9 | % | |||||||||||||
Mary Meeker(18) | — | — | 8,623,410 | 2.8 | % | 2.8 | % | |||||||||||||
Ruth Simmons(19) | — | — | 38,000 | * | * | |||||||||||||||
Lawrence H. Summers(20) | — | — | 1,092,110 | * | * | |||||||||||||||
David Viniar(21) | — | — | 326,950 | * | * | |||||||||||||||
All current executive officers and directors as a group (12 persons)(22) | — | — | 133,218,852 | 42.6 | % | 42.2 | % |
|
| Class A Common Stock |
|
| Class B Common Stock+ |
|
|
|
| |||||||||||
Name of Beneficial Owner |
| Number |
|
| Percent |
|
| Number |
|
| Percent |
|
| Percent |
| |||||
5% Stock Holders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
The Vanguard Group(1) |
|
| 36,685,117 |
|
|
| 6.6 | % |
|
| — |
|
| * |
|
|
| 3.2 | % | |
BlackRock, Inc.(2) |
|
| 35,297,897 |
|
|
| 6.3 | % |
|
| — |
|
| * |
|
|
| 3.0 | % | |
Named Executive Officers and Directors: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Jack Dorsey(3) |
|
| 1,000,000 |
|
| * |
|
|
| 47,844,566 |
|
|
| 79.1 | % |
|
| 41.3 | % | |
Amrita Ahuja(4) |
|
| 330,711 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
Chrysty Esperanza(5) |
|
| 54,589 |
|
| * |
|
|
| 20,000 |
|
| * |
|
| * |
| |||
Brian Grassadonia(6) |
|
| 988,891 |
|
| * |
|
|
| 306,668 |
|
| * |
|
| * |
| |||
Alyssa Henry(7) |
|
| 375,915 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
Roelof Botha(8) |
|
| 1,260,452 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
Amy Brooks(9) |
|
| 12,780 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
Shawn Carter(10) |
|
| 38,073 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
Paul Deighton(11) |
|
| 35,427 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
Randall Garutti(12) |
|
| 23,843 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
James McKelvey(13) |
|
| 131,527 |
|
| * |
|
|
| 12,259,025 |
|
|
| 20.3 | % |
|
| 10.5 | % | |
Mary Meeker(14) |
|
| 413,177 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
Neha Narula(15) |
|
| 297 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
Sharon Rothstein(16) |
|
| 6,082 |
|
| * |
|
|
| — |
|
| * |
|
| * |
| |||
All current executive officers and directors as a group (13 persons)(17) |
|
| 4,295,849 |
|
|
| 0.8 | % |
|
| 60,430,259 |
|
|
| 99.4 | % |
|
| 52.2 | % |
| 41 |
* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
+ The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis, such that each holder of Class B common stock beneficially owns an equivalent number of Class A common stock.
BLOCK 2024 Proxy Statement | 42 |
BLOCK 2024 Proxy Statement | 43 |
PAY VERSUS PERFORMANCE |
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the “compensation actually paid” to our named executive officers, we are required to make various adjustments to amounts that have been reported in our Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required in our SCT. The table below summarizes compensation values reported in our SCT, as well as the adjusted values required in this section for the applicable years presented. For our named executive officers other than our principal executive officer (“non-PEO NEOs”), compensation is reported as an average of compensation for our non-PEO NEOs.
The primary objective of our executive compensation program is to drive long-term stockholder value. Compensation for our named executive officers is heavily weighted toward equity-based compensation, which is directly tied to our long-term value and growth, and aligns the interests of our executives with our stockholders. For additional information regarding our compensation philosophy, please refer to the section entitled “Compensation Discussion & Analysis.”
In 2023, we did not use any financial performance measures to link compensation “actually paid” to company performance in a manner that can act as a “Company-Selected Measure” under the relevant rules. As such, we do not have a “Company-Selected Measure.” We therefore do not provide a tabular list of such performance measures.
Pay Versus Performance Table
|
|
|
|
|
|
|
|
|
|
|
|
|
| Value of initial fixed $100 investment based on: |
|
|
|
| ||||||||||
Year (a) |
| Summary compensation table total for PEO ($) (b)(1) |
|
| Compensation actually paid to PEO ($) (c)(1) |
|
| Average summary compensation table total for Non-PEO NEOs ($) (d)(2) |
|
| Average compensation actually paid to Non-PEO NEOs ($) (e)(2)(3)(4)(5)(6) |
|
| Total shareholder return ($) (f)(7) |
|
| Peer group total shareholder return ($) (g)(7)(8) |
|
| Net Income (Loss) (in thousands) ($1000s) (h)(9) |
| |||||||
2023 |
|
| 2.75 |
|
|
| 2.75 |
|
|
| 10,767,701 |
|
|
| 11,468,047 |
|
|
| 123.64 |
|
|
| 191.10 |
|
|
| 9,772 |
|
2022 |
|
| 2.75 |
|
|
| 2.75 |
|
|
| 11,692,439 |
|
|
| (10,751,801 | ) |
|
| 100.45 |
|
|
| 118.60 |
|
|
| (540,747 | ) |
2021 |
|
| 2.75 |
|
|
| 2.75 |
|
|
| 9,560,445 |
|
|
| (2,467,273 | ) |
|
| 258.17 |
|
|
| 183.47 |
|
|
| 166,284 |
|
2020 |
|
| 2.75 |
|
|
| 2.75 |
|
|
| 8,448,700 |
|
|
| 66,001,569 |
|
|
| 347.89 |
|
|
| 145.15 |
|
|
| 213,105 |
|
BLOCK 2024 Proxy Statement | 44 |
|
| Year Ended |
| |||||||||||||
|
| December 31, |
| |||||||||||||
|
| 2020 |
|
| 2021 |
|
| 2022 |
|
| 2023 |
| ||||
Total Average Compensation to non-PEO NEOs per SCT ($) |
|
| 8,448,700 |
|
|
| 9,560,445 |
|
|
| 11,692,439 |
|
|
| 10,767,701 |
|
Less: Amounts reported in SCT as equity award amounts, which are based on grant date fair values |
|
| (7,889,459 | ) |
|
| (9,060,750 | ) |
|
| (11,167,810 | ) |
|
| (10,175,781 | ) |
Plus: Year-end fair value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of the covered fiscal year |
|
| 34,248,558 |
|
|
| 4,257,552 |
|
|
| 4,103,883 |
|
|
| 9,579,411 |
|
Plus: Change in fair value as of the end of the covered fiscal year (from the end of the prior fiscal year) of any equity awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year. |
|
| 21,341,479 |
|
|
| (10,385,340 | ) |
|
| (9,746,528 | ) |
|
| 775,615 |
|
Plus: Vesting date fair value of any equity awards that were granted and vested in the same covered fiscal year |
|
| 3,816,699 |
|
|
| 1,135,500 |
|
|
| 700,050 |
|
|
| 1,618,086 |
|
Plus: Change in fair value from the end of the prior fiscal year to the vesting date for awards granted in prior years that vest in the covered fiscal year |
|
| 6,815,721 |
|
|
| 2,025,319 |
|
|
| (6,333,836 | ) |
|
| (126,602 | ) |
Less: Fair value at the end of the prior fiscal year for awards granted in prior years that were forfeited during the covered fiscal year |
|
| (780,129 | ) |
|
| — |
|
|
| — |
|
|
| (970,382 | ) |
Total Adjustments |
|
| 57,552,869 |
|
|
| (12,027,719 | ) |
|
| (22,444,241 | ) |
|
| 700,347 |
|
Total Average CAP to non-PEO NEOs for Fiscal Year |
|
| 66,001,569 |
|
|
| (2,467,273 | ) |
|
| (10,751,801 | ) |
|
| 11,468,047 |
|
BLOCK 2024 Proxy Statement | 45 |
Relationship Between Compensation Actually Paid, Block Total Shareholder Return and Peer Group Total Shareholder Return
Relationship Between Compensation Actually Paid and Net Income (Loss)
Block TSR is calculated based on an assumed investment of $100 on December 31, 2019.
BLOCK 2024 Proxy Statement | 46 |
PAY RATIO DISCLOSURE |
As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Dorsey, our Block Head.
For 2023, our last completed fiscal year:
Based on this information, for 2023, the annual total compensation of our Block Head was less than 0.0001 times that of the median of the annual total compensation for all employees. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our Block Head, we took the following steps:
BLOCK 2024 Proxy Statement | 47 |
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS |
CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS
We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a partyparticipant or will be a party,participant, in which:
Investors’ Rights AgreementOur audit and risk committee reviewed and approved each of the transactions described below pursuant to our related person transactions policy. All dollar amounts are as of March 31, 2024.
Shake Shack
We are party to an amended and restated investors’ rightsenterprise services agreement and a Cash App offerings (formerly “boosts”) agreement with Shake Shack Enterprises, LLC, a subsidiary of Shake Shack Inc. (“Shake Shack”), pursuant to which we provide certain holdersproducts and services related to payment processing, software as a service, hardware and instant rewards (collectively, the “Shake Shack Services”). Since January 1, 2023, we received approximately $9.0 million in revenue from the Shake Shack Services and Cash App offerings partnership.
Randall Garutti, a member of our capital stock, including Jack Dorsey, board of directors, is a director and Chief Executive Officer of Shake Shack. As a result, Mr. Garutti may be deemed to have an indirect material interest in the Shake Shack Transactions.
St. Louis Lease
In July 2019, we entered into a lease agreement with 900 N. Tucker Building, LLC (“900 N. Tucker”) for a 15.5-year lease of office space in St. Louis, Missouri (the “St. Louis Lease”). We began occupying the office space in July 2021. During the year ended December 31, 2023, we made approximately $9.7 million in payments in connection with the St. Louis Lease, inclusive of a termination penalty. On January 2, 2023, pursuant to the terms of the St. Louis Lease, we sent notice to the landlord that, beginning January 1, 2024, we would reduce the total rental square footage of the St. Louis Lease by approximately 48%. In March 2023, we paid a termination penalty of approximately $5.3 million to exercise this early termination option. On December 31, 2023, we agreed to leave certain property and equipment in place with the landlord to avoid removal costs associated with sales of such property. Beginning on January 1, 2024, our lease payments were reduced in proportion to the square footage returned to the landlord.
During the fiscal year ending December 31, 2024, we expect to make monthly lease payments in accordance with the terms of the St. Louis Lease, as amended, as well as associated costs such as parking fees, management fees and annual direct expenses (e.g., operating and tax expenses). We expect these lease payments will be offset, in part, by tenant improvement allowances under the terms of the St. Louis Lease. During the three months ended March 31, 2024, we made approximately $0.6 million in payments toward the St. Louis Lease.
Jim McKelvey, Khosla Ventures III, LP, entitiesour co-founder and a member of our board of directors, is affiliated with JPMC Strategic Investments, entities affiliated900 N. Tucker. As a result, Mr. McKelvey may be deemed to have an indirect material interest in the St. Louis Lease.
SubX
We engaged SubX Live, Inc., a software development company (“SubX”) to perform certain SaaS services relating to the development and customization of trivia platform experience for Cash App (the “SubX Services”). Since January 1, 2023, we have made approximately $0.2 million in payments in connection with Sequoia Capitalthe SubX Services.
Harpreet Marwaha, the chief executive officer and entities affiliated with Rizvi Traverse. Undermajority shareholder of SubX, is the spouse of Amrita Ahuja, our amendedChief Operating Officer and restated investors’ rights agreement, certain holdersChief Financial Officer. As a result, Ms. Ahuja may be deemed to have an indirect material interest in the SubX Services.
BLOCK 2024 Proxy Statement | 48 |
Right of First Refusal and Co-Sale Agreement
Pursuant to our equity compensation plans and certain agreements with certain holders of our capital stock, including Jack Dorsey, Jim McKelvey, Khosla Ventures III, LP, entities affiliated with JPMC Strategic Investments, entities affiliated with Sequoia Capital and entities affiliated with Rizvi Traverse, including an amended and restated right of first refusal and co-sale agreement, we or our assignees have a right to purchase shares of our capital stock which stockholders propose to sell to other parties. This right was terminated upon the completion of our initial public offering.
Other Transactions
We have entered into change of control and severance agreements with certain of our current executive officers that, among other things, providesmatters, provide for certain severance and change of control benefits. Seebenefits, as well the Henry Separation Agreement with Alyssa Henry, the former CEO of Square. For additional information, refer to the section titled and “Executiveentitled “Executive Compensation—Potential Payments onupon Termination or Change of Control.Control.”
We have entered into indemnification agreements with our directors and executive officers. The indemnification agreements, our amended and restated certificate of incorporation, and amended and restated bylaws require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.
In addition, an affiliateA family member of JPMC Strategic Investments has providedBrian Grassadonia, our CEO of Cash App, is employed by us with payment processing servicesin a non-executive position. The approximate dollar value of the employee’s total cash and equity compensation for a significant portion of our payment volumes and in connection with such arrangements, has received, and may in the future receive, certain customary fees. During the year ended December 31, 2015, our payments to this affiliate constituted approximately 2% of our total transaction costs.2023 was $204,000. The family member also receives benefits consistent with other employees serving in the same capacity.
Other than as described above, since January 1, 2015,2023, we have not entered into any transactions, nor are there any currently proposed transactions, between us and a related party where the amount involved exceeds, or would exceed, $120,000, and in which any related person had or will have a direct or indirect material interest. We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s length dealings with unrelated third parties.
PoliciesPolicies and Procedures for Related Party Transactions
Our audit and risk committee has the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. The charter of our audit and risk committee provides that our audit and risk committee shall review and approve in advance any related party transaction.transaction for which review or oversight is required by applicable law or that is required to be disclosed in our financial statements or SEC filings.
We have a formal written policy providing that we are not permitted to enter intoour audit and risk committee must pre-approve any transaction that exceeds $120,000 and in which any related person has a direct or indirect material interest without the consent of our audit and risk committee.interest. In approving or rejecting any such transaction, our audit and risk committee is to consider the relevant facts and circumstances available and deemed relevant to our audit and risk committee, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances, whether such transaction would impair the independence of an outside director, whether such transaction would present an improper conflict of interest for any director or executive officer of our company, whether the transaction is part of the ordinary course of business and the extent of the related person’s interest in the transaction.
BLOCK 2024 Proxy Statement | 49 |
QUESTIONS AND ANSWERS ABOUT OUR PROXY MATERIALS AND THE ANNUAL MEETING |
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the Annual Meeting. The Annual Meeting will be held on Tuesday, June 18, 2024, at 12:00 p.m. (U.S. Pacific Time) as a completely virtual meeting. Stockholders can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2024, where you will be able to listen to the meeting live, submit questions and vote your shares online during the meeting. CDI holders can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2024 as a guest, where you will be able to listen to the meeting live. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 26, 2024 (U.S. Eastern Time), to all stockholders entitled to vote at the Annual Meeting, and the CDI Notice of Access Letter is being mailed or emailed from Australia to CDI holders on or about April 29, 2024 (Australia time).
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully.
What matters am I voting on?
You will be voting on:
How does the board of directors recommend I vote on these proposals?
Our board of directors recommends a vote:
Who is entitled to vote?
Holders of our Class A common stock and holders of our Class B common stock as of the close of business on April 22, 2024 (U.S. Eastern Time), the record date for the Annual Meeting, may vote at the Annual Meeting. Shares of our Class A common stock also trade on the Australian Stock Exchange (“ASX”) in the form of CDIs. Holders of our CDIs as of the close of business on April 22, 2024 (U.S. Eastern Time), may attend the Annual Meeting as guests but cannot vote at the Annual Meeting; instead, CDI holders must vote the Class A common stock underlying their CDIs before 9:00 a.m. (Australian Eastern Standard Time) on Thursday, June 13, 2024. Each CDI represents a beneficial interest in one share of our Class A common stock. As of the record date, there were 557,841,479 shares of our Class A common stock outstanding (including 38,288,585 CDIs exchangeable into shares of our Class A common stock) and 60,496,293 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal, and each share of Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our “common stock.”
BLOCK 2024 Proxy Statement | 50 |
Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to registered stockholders as “stockholders of record.”
Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker, bank or other nominee, who is considered to be the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. You are also invited to attend the Annual Meeting; however, because you are not the stockholder of record, you cannot vote your shares at the Annual Meeting unless you first request and obtain a valid proxy from your broker, bank or other nominee. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders” or “beneficial owners.”
CDI Holders. If you own our CDIs, then you are the beneficial owner of one share of our Class A common stock for every CDI you own. Legal title is held by our CDI Depositary, CHESS Depositary Nominees Pty Ltd, or CDN. CDN is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct CDN as to how to vote your shares. You are also invited to attend the Annual Meeting; however, because you are not a stockholder of record, you cannot vote the shares underlying your CDIs at the Annual Meeting. We encourage you to direct CDN to lodge your votes online prior to the Annual Meeting by using the details on your Notice of Access Letter to request that Computershare Australia send you a hard copy of the CDI voting form to their registered address, or by lodging your votes through our online voting site at www.investorvote.com.au before 9:00 a.m. (Australian Eastern Standard Time) on Thursday, June 13, 2024.
How many votes are needed for approval of each proposal?
The proposal to approve the compensation of our executives is an advisory vote, meaning the results will not be binding on our board of directors, our compensation committee, or the Company. However, our
BLOCK 2024 Proxy Statement | 51 |
board of directors and our compensation committee will consider the outcome of the vote on executive compensation when determining named executive officer compensation.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of our stockholders and conduct business under our amended and restated bylaws and Delaware law. The presence, virtually or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, “WITHHOLD” votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum at the Annual Meeting.
How do I vote?
If you are a stockholder of record, there are four ways to vote:
Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.
If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote in advance of the Annual Meeting by returning a voting instruction form and may be able to vote by telephone or on the Internet, depending on the voting process of your broker, bank or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares live at the virtual Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
If you are a CDI holder, you may instruct CDN to vote the Class A common stock underlying your CDIs on your behalf by using the details on the Notice of Access Letter to request that Computershare Australia send a hard copy of the CDI voting form in the mail to your registered address, or you may lodge your votes through our online voting site at www.investorvote.com.au before 9:00 a.m. (Australian Eastern Standard Time) on Thursday, June 13, 2024.
BLOCK 2024 Proxy Statement | 52 |
Can I change my vote or revoke my proxy?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:
If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change or revoke your vote.
If you own CDIs, you can change or revoke your vote by visiting our online voting site at www.investorvote.com.au before 9:00 a.m. (Australian Eastern Standard Time) on Thursday, June 13, 2024.
What do I need to do to attend and participate in the Annual Meeting?
All holders of our common stock and all holders of our CDIs as of the record date will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2024 and entering the 16-digit control number included on the Notice, proxy card or voting instruction form; however, only stockholders of record and street name stockholders with a legal proxy from their broker, bank or other nominee will be able to vote their shares electronically at the meeting or submit questions during the meeting, with a limit of one question per stockholder. CDI holders can visit our online voting site at www.investorvote.com.au and submit a question before 9:00 a.m. (Australian Eastern Standard Time) on Thursday, June 13, 2024. We will answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the meeting. Only questions that are relevant to our business operations will be answered.
The Annual Meeting webcast will begin promptly at 12:00 p.m. (U.S. Pacific Time). We encourage you to access the meeting prior to the start time. Online check-in will begin at 11:45 a.m. (U.S. Pacific Time), and you should allow ample time for the check-in procedures.
What if during the check-in time or during the meeting I have technical difficulties or trouble accessing the virtual meeting website?
We will have technicians to assist you if you experience technical difficulties accessing the Annual Meeting. If you encounter any difficulties accessing the meeting during the check-in or meeting time, please call 844-986-0822 (domestic) or 303-562-9302 (international).
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. Jack Dorsey, Amrita Ahuja and Chrysty Esperanza have been designated as proxy holders by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as set forth above. If any matters not described in this proxy statement are properly presented at the Annual Meeting pursuant to our amended and restated bylaws, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned or postponed, the proxy holders can vote the shares on the new Annual Meeting date unless you have properly revoked your proxy instructions, as described above.
BLOCK 2024 Proxy Statement | 53 |
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
In accordance with the rules of the SEC, we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice, which contains instructions on how to access our proxy materials via the Internet, is first being mailed on or about April 26, 2024 (U.S. Eastern Time), to all of our stockholders of record as of the record date. Stockholders in street name will receive the Notice from their broker, bank or other nominee. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice (www.proxyvote.com). Stockholders may also request to receive proxy materials for this Annual Meeting or future meetings of our stockholders in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.
Why did I receive a Notice of Access Letter instead of a full set of proxy materials?
Holders of our CDIs, which are listed on the ASX, will receive a Notice of Access Letter from Computershare Australia. If you received the Notice of Access Letter by electronic mail, you will not automatically receive a printed copy of the proxy materials in the mail. The Notice of Access Letter tells you how to use the Internet to access and review this proxy statement and our annual report, and how you may submit your proxy via the Internet or request a hard copy of the CDI voting form to be sent in the mail to your registered address.
How are proxies solicited for the Annual Meeting?
Our board of directors is soliciting proxies for the Annual Meeting. We will bear the entire cost of proxy solicitation, including the preparation, assembly, printing, mailing and distribution of our proxy materials. Copies of solicitation materials will also be made available upon request to brokers, banks and other nominees to forward to the beneficial owners of the shares of our common stock that are held of record by such brokers, banks, or other nominees. The original solicitation of proxies may be supplemented by solicitation by telephone, electronic communications, or other means by our directors, officers or employees. No additional compensation will be paid to these individuals for any such services, although we may reimburse such individuals for their reasonable out-of-pocket expenses in connection with such solicitation.
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?
Brokerage firms and other intermediaries holding shares of our common stock in street name for beneficial owners are generally required to vote such shares in the manner directed by such beneficial owners. In the absence of timely directions, your broker or other intermediary will have discretion to vote your shares on our sole “routine” matter, which is the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Your broker or other intermediary will not have discretion to vote on any other proposals, which are all “non-routine” matters, absent direction from you. We refer to the absence of a vote on a non-routine proposal for which a broker has not received instructions as a “broker non-vote.”
Why is the Annual Meeting being conducted as a virtual meeting?
The Annual Meeting will again be a completely virtual meeting of stockholders, which we believe provides the opportunity for participation by a broader group of stockholders while reducing the environmental impact and the costs associated with in-person meetings. We designed the format of the virtual Annual Meeting to ensure that our stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting and to enhance stockholder access, participation and communication through online tools. The virtual format facilitates stockholder attendance and participation by enabling stockholders to participate from any location around the world.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four
BLOCK 2024 Proxy Statement | 54 |
business days after the Annual Meeting, we will instead file a Current Report on Form 8-K with the preliminary results within four business days after the Annual Meeting and an amendment to the Current Report on Form 8-K with the final results as soon as such final results become available.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure, which the SEC has approved, called “householding.” Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. Applicable stockholders who have not provided instructions against householding will continue to receive the Notice and, if applicable, our proxy materials in this manner in subsequent years until they are notified otherwise or until they revoke their consent. This procedure reduces our printing and mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards.
Upon the written or oral request of a stockholder of record, we will promptly deliver a separate copy of the Notice and, if applicable, our proxy materials to such stockholder at the shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder of record is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact Broadridge Financial Solutions, Inc. (“Broadridge”):
Street name stockholders may contact their broker, bank or other nominee to request information about householding.
If you are a CDI holder, you will receive your Notice of Access Letter from Computershare Australia. If you received the Notice of Access Letter by electronic mail or mail, you will not automatically receive a printed copy of the proxy materials in the mail. Multiple CDI holders who share the same address will receive their own copy of the Notice of Access Letter so long as each CDI holder is registered separately on the register or with the ASX.
What is the deadline to propose actions for consideration or to nominate individuals to serve as directors at next year’s annual meeting of stockholders?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our 2025 annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2025 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at the address below not later than December 27, 2024 (U.S. Eastern Time). In addition, stockholder proposals must comply with the requirements of Rule 14a-8 of the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Block, Inc.
Attention: Corporate Secretary
1955 Broadway, Suite 600
Oakland, California 94612
Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our board of directors, or (iii) properly brought before such annual meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our amended and restated
BLOCK 2024 Proxy Statement | 55 |
bylaws. To be timely for our 2025 annual meeting of stockholders, our Corporate Secretary must receive the written notice at the address above:
In the event that we hold our 2025 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before the first anniversary of the Annual Meeting and no later than the close of business on the later of the following two dates:
If a stockholder who has properly notified us of their or its intention to present a proposal at an annual meeting of stockholders does not appear to present their or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
Our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. Any notice of director nomination submitted must include the information required by Rule 14a-19(b) under the Exchange Act. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that such notice be received by our Corporate Secretary within the time periods described above under the section entitled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.
Availability of Bylaws
A copy of our amended and restated bylaws is available on our website at https://investors.block.xyz and via the SEC’s website at https://www.sec.gov. Information contained on or accessible through our website is not incorporated by reference in this proxy statement. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
BLOCK 2024 Proxy Statement | 56 |
OTHER MATTERS |
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during our fiscal year ended December 31, 2015,2023, all Section 16(a) filing requirements were satisfied on a timely basis. During the fiscal year ended December 31, 2022, one Form 4 for Amrita Ahuja underreported the total number of shares sold.
Fiscal Year 2015 Annual2023 Annual Report and SEC Filings
Our financial statements for our fiscal year ended December 31, 20152023, are included in our Annual Report on Form 10-K, which we will make available to stockholders at the same time asalong with this proxy statement. This proxy statement and our annual report are posted on our website at https://squareup.com/about/investorsinvestors.block.xyz and are available from the SEC at its website at www.sec.gov.https://www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Square,Block, Inc., Attention: Investor Relations, 1455 Market Street,1955 Broadway, Suite 600, San Francisco, California 94103.Oakland, CA 94612.
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The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.
It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are therefore urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or executeexecuting and return,returning, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
San Francisco, California
April 29, 2016
THE BOARD OF DIRECTORS | ||
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| BLOCK 2024 Proxy Statement | 57 |
E10659-P80041
SCAN TO VIEW MATERIALS & VOTE BLOCK, INC. 1955 BROADWAY, SUITE 600 OAKLAND, CA 94612 VOTE BY INTERNET Prior to The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. U.S. Eastern Time on June 17, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/SQ2024 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. U.S. Eastern Time on June 17, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it t
o Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:V49698-P08931 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY BLOCK, INC. FOR WITHHOLD FOR ALL To withhold authority to vote for any individual The Board of Directors recommends you vote FOR ALL of the following Class III nominees: ALL ALL EXCEPT nominee(s), mark "FOR ALL EXCEPT" and write the number(s) of the nominee(s) on the line below. 1. TO ELECT TWO CLASS III DIRECTORS TO SERVE UNTIL OUR 2027 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED. NOMINEES: 01) RANDALL GARUTTI 02) MARY MEEKER The Board of Directors recommends you vote FOR each of the following proposals: FOR AGAINST ABSTAIN 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2024. NOTE: The proxy holders will vote in their discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. PLEASE SIGN WITHIN BOX. Signature Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting:
The Notice and& Proxy Statement and Form 10-K are available atwww.proxyvote.com.
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E10660-P80041
SQUARE, www.proxyvote.com. V49699-P08931 BLOCK, INC.
2024 Annual Meeting of Stockholders
June 23, 2016 11:18, 2024 12:00 AM PDT
PM U.S. Pacific Time This proxy is solicited by the Board of Directors
The undersigned stockholder(s) hereby appoint(s) Jack Dorsey, Sarah FriarAmrita Ahuja and Dana Wagner,Chrysty Esperanza, or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of SQUARE,BLOCK, INC. that the stockholder(s) is/are entitled to vote at the annual meeting2024 Annual Meeting of stockholdersStockholders to be held at 11:12:00 AM PDTPM U.S. Pacific Time on June 23, 2016,18, 2024, at www.virtualshareholdermeeting.com/SQ2016,SQ2024, and any adjournments or postponements thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’Directors' recommendations.
The above named proxies are authorized to vote in their discretion upon such other business as may properly come before the meeting or any adjournments or postponements thereof. Continued and to be signed on reverse side