Alphabet Inc.
Source Document

Leadership Development, Inclusion and Compensation Committee Charter

The purpose of the Leadership Development, Inclusion and Compensation Committee (the “Committee”) is to oversee (i) the compensation of the members of the Board of Directors (the “Board of Directors”), executive officers, and employees (“Employees”) of Alphabet and its affiliates (“Alphabet”), (ii) leadership development matters, and (iii) matters relating to Alphabet’s human capital management, including with respect to diversity and inclusion, its workplace environment and safety, and its corporate culture. The Committee will provide this oversight through a process that supports Alphabet’s business objectives and incorporates sound corporate governance principles.

In undertaking these responsibilities, the Committee shall take into account factors it deems appropriate from time to time, including Alphabet’s business strategy, the risks to Alphabet and its business implied by the operation and structure of its compensation and incentive programs and awards, and the results of any shareholder advisory votes with respect thereto.

To this end, the Committee shall (i) establish, oversee, and administer compensation policies and programs for Employees, (ii) review and approve compensation and incentive programs and awards for Alphabet’s executive officers, and such other Employees as it feels necessary or advisable (“senior management”), and the non-employee members of Alphabet’s Board of Directors (together with the Nominating and Corporate Governance Committee), (iii) administer Alphabet’s equity compensation plans, and (iv) perform other tasks necessary to promote sound corporate governance principles related to leadership development and compensation at Alphabet.

Appointment, Membership and Organization
The members of the Committee will be appointed by Alphabet’s Board of Directors and will consist of at least the minimum number of independent members of Alphabet’s Board of Directors as required under the rules of the NASDAQ Stock Market. Each member of the Committee will be “independent” in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and the rules of the NASDAQ Stock Market, and will be a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934.

Unless the chair of the Committee is elected by Alphabet’s Board of Directors, the members of the Committee shall designate a chair by the majority vote of the full Committee membership. The Committee may change the chair at any time.

The Chairman of Alphabet’s Board of Directors, any member of the Committee, or the Secretary of Alphabet may call meetings of the Committee. Each appointed Committee member will be subject to annual reconfirmation and may be removed by Alphabet’s Board of Directors at any time.

Responsibilities and Authority
The Committee will have the following responsibilities and authority:

1. Review and approve Alphabet’s general compensation strategy.

2. Provide oversight for overall compensation plans and benefit programs for Employees, monitor trends in executive and overall compensation and make recommendations to Alphabet’s Board of Directors with respect to improvements to such plans and programs or the adoption of new plans and programs.

3. Review and recommend to the Board of Directors for approval of compensation programs and stock ownership requirements as well as salaries, fees, bonuses and equity awards for the non-employee members of Alphabet’s Board of Directors.

4. Act as the administering Committee for Alphabet’s stock and bonus plans and for any equity, cash, or similar compensation arrangements that may be adopted by Alphabet from time to time, with such authority and powers as are set forth in the respective instrument establishing such arrangements, including establishing performance metrics, determining bonus payouts, and granting equity awards to Employees.

5. Monitor Alphabet’s total equity usage for compensation and establish appropriate equity dilution levels.

6. Review and approve the selection of Alphabet’s peer companies for the purposes of benchmarking compensation.

7. Oversee Alphabet management’s efforts to promote a workplace environment and culture that is healthy, vibrant, inclusive, respectful and free from employment discrimination, including harassment and retaliation (“Respectful Workplace”).

8. Establish annual and long-term performance goals for Alphabet’s senior management.

9. Conduct and review with the Board of Directors an annual evaluation of the performance of Alphabet’s senior management as appropriate.

10. Review plans for the development, retention and succession of Alphabet’s senior management.

11. Review Alphabet’s education and development programs.

12. Evaluate the competitiveness of the compensation of Alphabet’s senior management.

13. Review and approve all salaries, bonuses, equity awards, perquisites, post-service arrangements, stock ownership requirements, and other compensation and benefit plans for Alphabet’s Chief Executive Officer and other members of senior management. The Committee will consider any substantiated misconduct or allegations of misconduct during these deliberations. Alphabet’s Chief Executive Officer shall not be present during voting or deliberations regarding his or her compensation.

14. Review and approve the terms of any offer letters, employment agreements, termination agreements or arrangements, change-in-control agreements, indemnification agreements, and other material agreements between Alphabet, on the one hand, and its Chief Executive Officer or member of senior management, on the other. In determining any post-service arrangements, the Committee shall take into account considerations it deems appropriate, including substantiated misconduct or allegations of misconduct.

15. Review, approve, implement any clawback policy (“Clawback Policy”) and any amendments to such clawback policy allowing Alphabet to recoup compensation paid to current and former named executive officers, members of senior management and other employees consistent with applicable laws and the rules of the NASDAQ Stock Market.

The Committee has full authority to administer the Clawback Policy. The Committee will, in accordance with the provisions of the Clawback Policy and Rule 10D-1 of the Securities Exchange Act of 1934, as amended, and the rules of the NASDAQ Stock Market, make such determinations and interpretations and take such actions in connection with the Clawback Policy as it deems necessary, appropriate or advisable. All determinations and interpretations made by the Committee will be final, binding and conclusive.

16. Oversee risks and exposures associated with leadership assessment, management succession planning, and the operation and structure of compensation programs and arrangements, including incentive plans. The Committee shall provide regular reports to Alphabet’s Board of Directors. In order to facilitate this review, the Committee shall meet in executive session with key management personnel and/or representatives of outside advisors as required.

17. Review and discuss with Alphabet management the annual Compensation Discussion and Analysis (CD&A) disclosure and the related tabular presentations regarding named executive officer compensation and, based on this review and discussions, recommend including the CD&A disclosure and related tabular presentations in Alphabet’s annual public filings.

18. Prepare and approve the annual Leadership Development, Inclusion and Compensation Committee Report to be included in Alphabet’s annual public filings.

19. The Committee has the power to investigate any matter brought to its attention, with full access to all Alphabet’s books, records, facilities and Employees.

20. The Committee has the sole authority to select, retain, oversee, and terminate compensation consultants, legal counsel or other advisors to advise the Committee, at the expense of Alphabet, and to approve the terms of any such engagement and the fees of any such consultant, legal counsel, or advisor. In selecting any compensation consultant, legal counsel, or other advisor, the Committee will take into account factors it considers appropriate or as may be required by applicable law or listing standards.

21. Perform a review, at least annually, of the performance of the Committee and its members, and report to Alphabet’s Board of Directors on the results of each review. In addition, the Committee shall review and reassess this Charter at least on an annual basis and recommend to Alphabet’s Board of Directors any improvements to this Charter that the Committee considers necessary or valuable.

22. Report regularly to Alphabet’s Board of Directors on the Committee’s activities.

Minutes and Meetings
The Committee will meet at least four times each year, and will keep minutes of each meeting. The Committee decides when and where it will meet, and must deliver a copy of this schedule in advance to Alphabet’s Board of Directors.

Unless Alphabet’s Board of Directors or this Charter provides otherwise, the Committee can make, alter, or repeal rules for the conduct of its business. In the absence of these rules, the Committee will conduct its business in the same way the Alphabet’s Board of Directors conducts its business.

Delegation of Authority
The Committee can delegate any of its responsibilities to the extent allowed under applicable law. The Committee may form and delegate authority to subcommittees if the Committee feels this is appropriate.

Last revised: April 17, 2024