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

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SQUARE, INC.☐ Preliminary Proxy Statement

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☒ 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)

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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:

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

TABLE OF CONTENTS

Block.

SQUARE, INC.

PROXY STATEMENT

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

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.

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:

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.

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

•

Proposal No. 4: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016 requires the affirmative vote of a majority of the voting power of the sharesexecutives and outside directors with those of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.stockholders.

What is a quorum?

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.

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

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.

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.

Director Independence

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

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.

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.

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:

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:

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

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.

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.

Risk ManagementManagement

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.

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.

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:

Director Compensation

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.

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.

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.

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.”

Stock Ownership Guidelines

PROPOSAL NO. 1

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.

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”

EACH OF THE NOMINEES NAMED ABOVE.

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.

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.