Read pages 39-49 of the Alphabet Inc (Google; GOOG) DEF 14A SEC filing. This is the mandatory disclosure regarding executive compensation. Answer each of the questions, below. Each answer should be no more than 2 paragraphs (200 words). No specific formatting is required, however, to help with grading, please identify the question number for your response. Your responses should be primarily in narrative form, whatever formatting you choose should be consistent throughout the document, and the document should appear to be a professional product.

1. (10 Points) Which theory of executive compensation does Alphabet follow: Agency, Tournament, or Social Comparison? Describe the advantages and disadvantages of using this theory.
2. (10 Points) Page 42 describes the minimum stock ownership requirements for the founders and CEO. Does this requirement align executives motivation with the strategic goals of the company? Why or why not?
3. (10 Points) Do Alphabet executives have different benefits than other employees? What do you think about this choice?
4. (15 Points) Page 47-48 describes what would happen to executives compensation if they leave the organization due to change in ownership (Merger/Acquisition), death, or termination. What are your thoughts on this plan? (Note: a tranche is a group of securities or an individual stock award for a given year)
5. (15 Points) Page 48 describes the ratio of the CEOs core compensation to the average employee compensation. Do you think this ratio is good or fair for the company? Do you think this ratio is good or fair for society? Why or why not?
6. (20 Points) Using concepts from Chapter 11, describe the strengths and weaknesses of Alphabets executive compensation plan.

EXECUTIVE COMPENSATION TABLE OF CONTENTS THE CD&A IS ORGANIZED INTO FOUR SECTIONS: SECTION 1-EXECUTIVE SUMMARY SECTION 2-DETERMINING COMPETITIVE LEVELS OF PAY SECTION 3-ELEMENTS OF PAY AND FISCAL YEAR 2020 PAY DECISIONS SECTION 4-OTHER COMPENSATION INFORMATION 39 40 40 41 COMPENSATION DISCUSSION AND ANALYSIS Overview Our Compensation Discussion and Analysis (CD&A) includes a detailed discussion of compensation for five named executive officers during the fiscal year ended December 31, 2020: SUNDAR PICHAI Chief Executive Officer, Alphabet and Google, and Director RUTH M. PORAT Senior Vice President and Chief Financial Officer, Alphabet and Google PRABHAKAR RAGHAVAN Senior Vice President, Google PHILIPP SCHINDLER Senior Vice President, Chief Business Officer, Google KENT WALKER Senior Vice President, Global Affairs and Chief Legal Officer, Google Section 1-Executive Summary Compensation Philosophy We designed our employee and executive compensation programs to support three goals: Attract and retain the world's best talent Support our culture of innovation and performance Align employee and stockholder interests We pay employees competitively compared to other opportunities they might have in the market. Additionally, we offer competitive benefits to promote the health and happiness of our employees, provide unique perks that make life and work more convenient, design compelling job opportunities aligned with our mission, and create a fun and energizing work environment. We believe in pay for performance. Compensation is tied to performance for all employees who receive more than nominal compensation. The proportion of overall pay tied to performance is higher for employees at more senior levels in the organization, reflecting their opportunity to have more impact on company performance. We use equity awards to align employee and stockholder interests. We require our named executive officers and other senior executives to maintain significant holdings of Alphabet stock. See Section 4 of this CD&A for a description of our minimum stock ownership requirements ALPHABET 2021 PROXY STATEMENT 39 Corporate Governance Directoram Executive Compensation Matters gestions and Answers and Stockholder Proposals Section 2-Determining Competitive Levels of Pay Our executive compensation decisions are informed by market data in addition to the reviews of individual roles and performance. We use peer group data to obtain compensation benchmarks for our named executive officers. For 2020, we determined our peer group by evaluating potential companies against the following criteria: High-technology or media company . Key talent competitor High-growth, with a minimum of 50% of Alphabet's revenue and/or headcount growth over the previous two-year period $25 billion or more in annual revenue $100 billion or more in market capitalization Considering these criteria, in October 2019, the Leadership Development and Compensation Committee selected the following peer companies for 2020 Amazon.com, Inc. Facebook, Inc. Netflix, Inc Apple Inc. Intel Corporation Oracle Corporation Cisco Systems, Inc. International Business Machines salesforce.com, inc. Corporation Comcast Corporation Microsoft Corporation The Walt Disney Company When appropriate, we supplement publicly available peer group data with comparable opportunities at other S&P 500 companies and startup organizations. Process for Determining Compensation We regularly review our compensation levels against our peer group. We also assess executives based on their individual performance and overall company performance Management uses this information to develop compensation recommendations for our named executive officers. The Leadership Development and Compensation Committee then reviews these recommendations and makes the final decision on compensation for named executive officers. Say-on-Pay and Say-When-on-Pay We hold our advisory vote on executive compensation (commonly known as a 'say-on-pay" vote) every three years, and hold our advisory vote on the frequency of say-on-pay votes (commonly known as 'say-when-on-pay' vote) every six years. We will hold both advisory say-on-pay and say-when-on-pay votes at the 2023 annual meeting of stockholders. The Leadership Development and Compensation Committee annually reevaluates our compensation practices to determine how they might be improved. Section 3-Elements of Pay and Fiscal Year 2020 Pay Decisions Base Salary We use salaries to provide employees, including our named executive officers, a steady income in line with their skills, experiences, and the job opportunities available to them outside of Alphabet, as appropriate. For 2020, the Leadership Development and Compensation Committee increased Sundar's base salary to $2.0 million in recognition of his expanded role as Chief Executive Officer of Alphabet and Google. All other named executive officers' salaries were maintained at $650,000 Equity Awards Our named executive officers receive all variable pay through equity awards. We grant equity awards to our named executive officers to reinforce management's focus on long-term stockholder value and commitment to the company. Historically, we have designed these awards to cover a multi-year period in order to reward long-term performance. As a result, a named executive officer may not receive an equity award every year, and the corresponding Summary Compensation Table values will be higher in years that he or she receives an equity award compared to years when he or she does not receive an equity award. 40 ALPHABET 2021 PROXY STATEMENT 1 2 Director and Executive Compensation Audit Matters 4 5 Governance Questions and Answers and Stockholder Proposals 2020 GSU Awards In May 2020, the Leadership Development and Compensation Committee granted biennial GSU equity awards that vest over a foury r-year period to Ruth, Prabhakar, Philipp, and Kent. In determining the value of their equity awards, the Leadership Development and Compensation Committee considered Alphabet's overall business performance, each officer's individual performance in leading their respective organizations, overall role scope, and market benchmarks against our peer competitors. The following table summarizes the equity award decisions made by the Leadership Development and Compensation Committee with respect to each of our named executive officers (based on target award value). See the "Grants of Plan-Based Awards in 2020 table on page 45 for further details. Value (5) 37273 Number of Shares Aggregate of Stock or Units Target Award Named Executive Granted Sundar Pichai Ruth M. Porat 46,000,000 Prabhakar Raghavan 40,515 50,000,000 Philipp Schindler 48,617 60,000,000 Kent Walker 37273 46,000,000 (1) The exact number of GSUS comprising the equity awards was calculated by dividing the target dollar value of the award by the average closing price of Alphabet's Class C capital stock during the month of April 2020 ($1,234. 14), rounded up to the nearest whole share. Post-2020 Compensation Changes 2021 PSU Awards In April 2021, the Leadership and Development and Compensation Committee granted performance stock awards to our named executive officers Ruth, Prabhakar, Philipp, and Kent. Similar to changes implemented to Sundar's compensation structure last year, these PSU awards will vest, if at all, on December 31, 2023, based on the Total Shareholder Return (TSR) performance of Alphabet relative to the companies comprising the S&P 100 over a 2021-2023 performance period, subject to continued employment on the vesting date. Depending upon performance, the number of PSUs that vest will range from 0%-200% of target. The PSUs are subject to the terms and conditions of Alphabet's Amended and Restated 2012 Stock Plan. ESG Bonus In 2022, we intend to introduce a bonus program for members of Google's senior executive team. Payouts under the program will be determined in part by performance tied to ESG goals. The bonus program will be designed to increase focus on creating lasting, meaningful change. We will disclose further details on this program in a Form 8-K and our 2022 Proxy Statement. Section 4-Other Compensation Information The first three sections of this CD&A describe how we think about compensation and how that affects our pay practices. Other compensation-related details that may be important considerations for our investors are discussed below. Risk Considerations The Leadership Development and Compensation Committee reviewed our compensation programs for employees and concluded that these programs do not create risks that are reasonably likely to have a material adverse effect on the company. The Leadership Development and Compensation Committee believes that the design of our annual and long-term incentives focuses performance on long-term value creation and discourages short-term risk taking at the expense of long-term results. A substantial portion of employees' compensation is delivered in the form of equity awards, further aligning their interests with those of stockholders. The Leadership Development and Compensation Committee believes that the following risk oversight and compensation design features safeguard against excessive risk taking: The Board of Directors as a whole has responsibility for risk oversight and regularly reviews reports on the deliberations of Board committees. In addition, the Board of Directors reviews the strategic, financial and execution risks and exposures associated with the financial, operational, and capital decisions that serve as inputs to our compensation programs . Through discussions with management, the Leadership Development and Compensation Committee gains insight into a reasonable range of future company performance expectations. This information is incorporated into decisions regarding compensation of our named executive officers. ALPHABET 2021 PROXY STATEMENT 41 1 Corporate 2 Director and Executive Compensation 3 4 Management 5 Questions and Governance Matters Answers and Stockholder Proposals . The majority of compensation provided to our named executive officers is delivered in GSUS and/or PSUs, with payout based on long-term company performance. As compensation of our named executive officers is tied to long-term performance, their interests are closely aligned with stockholders and they are motivated to carefully assess risks to the company to protect their compensation . Given that equity compensation comprises a high percentage of our named executive officers' overall pay. - Our equity awards are subject to vesting conditions that encourage focus on long-term interests rather than only short-term results and create meaningful incentives for executive retention. - Our named executive officers are subject to, and are in compliance with, Alphabet's minimum stock ownership requirements (detailed in the Minimum Stock Ownership Requirements section below). This ensures that each named executive officer will hold a significant amount of our equity to further align his or her interests with those of our stockholders over the long term. - We prohibit all speculative, short-sale, short-term and hedging transactions involving our securities. As a result, our named executive officers cannot insulate themselves from the effects of poor stock price performance. - We have internal controls over financial reporting, the measurement and calculation of performance relative to goals, and other financial, operational, and compliance policies and practices designed to protect our compensation programs from manipulation by any employee Timing of Equity Award Grants The effective grant date for equity awards to employees, members of our Board of Directors, and non-employee advisors is typically the first non-holiday Wednesday of the month following the date on which the equity award is approved by the Leadership Development and Compensation Committee, unless otherwise specified by our Board of Directors or the Leadership Development and Compensation Committee. The Leadership Development and Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates. Minimum Stock Ownership Requirements To align our named executive officers' interests with those of our stockholders, the Board of Directors has instituted minimum stock ownership requirements under our Corporate Governance Guidelines. Our current minimum stock ownership requirements are as follows: (1) the Founders of Google and the Chief Executive Officer of Alphabet and Google shall each own shares of Alphabet stock equal in value to at least $30.0 million; and (ii) senior vice presidents of Alphabet or Google shall each own shares of Alphabet stock equal in value to at least $6.0 million. The Chief Executive Officer of Alphabet and Google, and senior vice presidents of Alphabet or Google shall have five years from hire or promotion to their respective levels to comply with the minimum stock ownership requirements. Alphabet advisors who do not receive annual equity awards and the chief executive officers of Alphabet's Other Bets are exempt from the minimum stock ownership requirements. All of our named executive officers have met the applicable minimum stock ownership requirements as of December 31, 2020. Insider Trading, Hedging, and Pledging Policies Our policy against insider trading prohibits all employees and directors from engaging in any speculative or hedging transactions in our securities. We prohibit hedging transactions such as puts, calls, collars, swaps, forward sale contracts, exchange funds, and similar arrangements or instruments designed to hedge or offset decreases in the market value of Alphabet's securities. No employee or director may engage in short sales of Alphabet securities, hold Alphabet securities in a margin account, or pledge Alphabet securities as collateral for a loan. Perquisites and Other Benefits Like all employees, our named executive officers are eligible to participate in various employee benefit plans, including medical, dental, and vision care plans, flexible spending accounts for health and dependent care, life, accidental death and dismemberment, disability, and travel insurance, survivor income benefit, employee assistance programs (e.g., confidential counseling), matching gift program, and paid time off. We also pay life insurance premiums for all employees (other than Larry and Sergey). In addition, we maintain a tax qualified 401(k) retirement savings plan with both pre-tax and after-tax Roth savings features for eligible employees, including our named executive officers. In 2020, we provided a company match equal to the greater of 100% of contributions up to $3,000, or 50% of the maximum contribution under the Internal Revenue Code ($19,500) for a maximum match of $9,750, per employee (other than Larry and Sergey). Our company match is fully vested at the time of contribution. Participants are not taxed on their pre-tax contributions or earnings on those contributions until distribution, but pre-tax contributions and all company matching contributions are deductible by us when made. Participants are taxed on their after-tax Roth contributions, and all company matching contributions and after-tax Roth contributions are deductible by us when made. 42 ALPHABET 2021 PROXY STATEMENT 1 Corporate 2 Director and Executive Compensation Audit Matters 4 Management Governance 5 Questions and and Stockholder Proposals In 2020, we paid for personal security for Sundar, and incremental costs related to the personal use of non-commercial aircraft for Ruth and Philipp Pursuant to our Non-Commercial Aircraft Policy, which sets forth the guidelines and procedures for the personal use of non-commercial aircraft, named executive officers and their guests may use company aircraft with appropriate approvals and pay tax on any associated imputed income. No Additional Executive Benefit Plans Since we do not generally differentiate the benefits we offer our named executive officers from the benefits we offer other employees, we do not maintain any benefit plans that cover only named executive officers. We also do not maintain any executive retirement programs such as executive pension plans or supplemental executive retirement plans. LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT The Leadership Development and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Leadership Development and Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in this proxy statement. LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE Robin L. Washington, Chair L. John Doerr K. Ram Shriram ALPHABET 2021 PROXY STATEMENT 43 1 Corporate 2 Director and 3 Audit Matters 4 Management 5 Questions and Governance Answers Executive Compensation and Stockholder Proposals SUMMARY COMPENSATION TABLE The following table sets forth information regarding the compensation paid to, or earned by, our named executive officers for the fiscal years ended December 31, 2020, 2019, and 2018. Stock All Other Name and Salary Awards Compensation Total Principal Position Year (sy" (S) ($) ($) ($) Sundar Pichai 2020 2,015,385 5,410,1624 7,425,547 Chief Executive Officer, Alphabet and Google, and Director 2019 650,000 276,612,072 3,359,480 280,621,552 2018 650,000 1.231,066 1,881,066 Ruth M. Porat 2020 655,000 50.217.913 17,770 50,890,683 Senior Vice President, Chief Financial Officer, 2019 650,000 Alphabet and Google 14,052 664,052 2018 650,000 46,612,647 29,357 47.292,004 Prabhakar Raghavan 2020 655,000 54,585,860 9,750 55,250,610 Senior Vice President, Google Philipp Schindler 2020 655,000 65,501,684 226,816 66,383,500 Senior Vice President, Chief Business Officer, Google Kent Walker 2020 655,000 50,217,913 9,750 50,882,663 Senior Vice President, Global Affairs and Chief Legal Officer, Google (1) Salaries reflect amounts eamed by the named executive officers in the relevant fiscal year. Includes amounts contributed by the named executive officers to their accounts under the 401(k) Plan. Salary amounts shown above reflect actual salary paid in each year, and may differ slightly from the official annual salary for each role due to calculations based on the number of working days in each calendar year. (2) Amounts reflect the aggregate grant date fair value of GSUS and PSUs computed in accordance with FASB ASC Topic 718 and are not necessarily an indication of the value that will be realized if and when vesting occurs. The grant date fair value of each GSU award is measured based on the closing price of our Class C capital stock on the date of grant. The grant date fair value of each PSU award is measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718 and SAB Topic 14) (3) Generally consists of our 401(k) plan company match of up to $9,750 and personal use of company aircraft, unless otherwise noted. The aggregate incremental cost of personal use of the company aircraft is calculated based on a cost-per-flight-hour charge developed by a nationally recognized and independent service. The charge reflects the direct operating cost of the aircraft, including fuel, additives and lubricants, an allocable allowance for airframe, engine and APU maintenance and restoration, crew travel expenses, on-board catering, and trip-related landing/hangar/ramp fees and parking costs. This charge does not include any fixed costs that do not change based on usage, such as pilots' and other employees' salaries, home hangar expenses, and general taxes and insurance (4) Includes $5,400,412 for personal security (5) Includes $215,660 for personal use of aircraft chartered by the company. 44 ALPHABET 2021 PROXY STATEMENT 1 Corporate 2 Audit Matters Director and Executive Compensation 4 Management 5 Governance and Stockholder Proposals Questions and Answers GRANTS OF PLAN-BASED AWARDS IN 2020 The following table provides information regarding the equity awards granted in 2020 to our named executive officers. Estimated Future Payouts Under Equity Incentive Plan Awards Equity Grants All Other Stock Awards: Date of Number of Grant Date Fair Approval of Shares of Value of Stock Equity Awards Threshold Target Maximum Stock or Units Awards Name Grant Date by Committee () (*) (9) (8) ($) $) Sundar Pichai Ruth M. Porat 5/6/2020 4/21/2020 37273 50217913 Prabhakar Raghavan 5/6/2020 4/21/2020 40,515 54,585,860 Philipp Schindler 5/6/2020 4/21/2020 48,617 65,501,684 Kent Walker 5/6/2020 4/21/2020 37,273 50.217.913 (1) The exact number of GSUS comprising the equity award was calculated by dividing the target GSU grant values by the average closing price of Alphabet's Class C capital stock during the month of April 2020 ($1,234.14), rounded up to the nearest whole share number (2) Stock awards (GSUS) are shown at their aggregate grant date fair value in accordance with FASB ASC Topic 718. The fair value of GSUS is measured based on the closing price of our Class C capital stock on the date of grant See "Equity Awards under Section 3 of the CD&A for details on the GSUs awarded. DESCRIPTION OF PLAN-BASED AWARDS The GSUS granted to named executive officers in fiscal year 2020 were granted under Alphabet's Amended and Restated 2012 Stock Plan in accordance with its terms and the applicable award agreements. See footnotes to the 'Outstanding Equity Awards at 2020 Fiscal Year-End table below for a description of the vesting schedule of the GSUS reported in the "Grants of Plan-Based Awards in 2020' table above ALPHABET 2021 PROXY STATEMENT 45 Apple Software Update 1 Corporate 2 Director and Executive Compensation Governance 3 Audit 4 5 Questions and Management and Stockholder Proposals Matters OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END The following table provides information on the current holdings of stock options and unvested GSUS and PSUs by our named executive officers at December 31, 2020. - Option Awards Stock Awards Number of Securities Number of Market Value Underlying Number of Market Value of Unearned of Unearned Unexercised Shares or Shares or Units Shares or Units Shares or Units Options Option Units of Stock of Stock That of Stock That of Stock That That Are Exercise Option That Have Not Have Not Have Not Have Not Exercisable Price Expiration Vested Vested Vested Vested Name Grant Date () ($) $ Date (0) ) ($) (*) ) ($) Sundar Pichai 12/19/20199 61,337 107,455,064 12/19/2019 69,004 120,886,728 4/4/2012 8,646 31821 4/4/2022 4/4/2012 8,646 316.94 4/4/2022 Ruth M. Porat 5/6/2020 27,955 48,973,805 3/7/2018 10,502 18,398,244 Prabhakar Raghavan 5/6/2020 30,387 53,234,378 12/5/2018 9,517 16,672,642 Philipp Schindler 5/6/2020 36,463 63,878,800 3/7/2018 18.264 31,996,336 Kent Walker 5/6/2020 27,955 48,973,805 3/7/2018 10,502 18,398,244 (1) All outstanding options are fully vested and exercisable. (2) The option exercise prices have been adjusted to reflect the April 2, 2014 stock split. (3) The market value of unvested GSUS and PSUs is calculated by multiplying the number of unvested GSUS and PSUs held by the named executive officer by the closing price of our Class C capital stock on December 31, 2020, which was $1,751.88 per share, (4) The number of PSUs included in the table assumes achievement of market-based goals at the target level for each performance tranche. (5) This award vests as follows: 1/12" of GSUS vested on March 25, 2020 and an additional 1/12e will vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates (6) This award vests as follows: Any PSUs vesting per the applicable grant agreement with respect to the January 1, 2020 to December 31, 2021 performance period (Target - 34,502 shares, but between 0 and 69,004 shares may vest in accordance with the market-based requirements in the applicable grant agreement) will vest within 45 days after December 31, 2021; and any PSUs vesting per the applicable grant agreement with respect to the January 1, 2020 to December 31, 2022 performance period (Target - 34,502 shares, but between 0 and 69,004 shares may vest in accordance with the market-based requirements in the applicable grant agreement) will vest within 45 days after December 31, 2022 (7) This award vests as follows: 1/8" of GSUS vested on June 25, 2020 and an additional 1/16" will vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates. (8) This award vests as follows: 1/16 of GSUS vested on March 25, 2018 and an additional 1/16" will vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates. (9) This award vests as follows: 1/8" of GSUS vested on March 25, 2020 and an additional 1/8" will vest quarterly thereafter until the units are fully vested, subject to continued employment on such vesting dates. 46 ALPHABET 2021 PROXY STATEMENT 1 Corporate 2 Director and Executive Compensation 3 Audit Matters Management and Stockholder Proposals 5 Governance Questions and Answers OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2020 The following table provides information for the named executive officers regarding stock option exercises during the year ended December 31, 2020, including the number of shares acquired upon exercise and the value realized, before payment of any applicable withholding tax and broker commissions, and GSUs that vested during the same period, before payment of any applicable withholding tax. Option Awards Stock Awards Number of Shares Number of Shares Acquired on Value Realized Acquired on Value Realized Exercise on Exercise Vesting on Vesting Name (9) ($) () ($) Sundar Pichai 2,918 3,595,837 53,670 76,930,480 Ruth M. Porat 19,820 29,103,348 Prabhakar Raghavan 19,644 28,910,858 Philipp Schindler 30,418 44,505,072 Kent Walker 19,820 29,103,348 (1) The value realized on exercise is calculated as the product of (a) the number of shares of our Class A common stock or Class C capital stock as applicable, for which the stock options were exercised and (b) the excess of the closing price of our Class A common stock or Class C capital stock, as applicable, on the NASDAQ Global Select Market on the date of the exercise over the applicable exercise price per share of the stock options (2) The value realized on vesting is calculated as the product of (a) the number of shares of Class C capital stock underlying the GSUs that vested and (b) the closing price of Class C capital stock on the NASDAQ Global Select Market on the day before vesting. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have no agreements with our named executive officers that provide for additional or accelerated compensation upon termination of the executive's employment or a change in control of Alphabet, except as set forth below. In the event of a change in control of Alphabet and, unless our Board of Directors or Leadership Development and Compensation Committee determines otherwise, if the successor corporation does not assume or substitute the equity awards held by our employees, including our named executive officers, all unvested stock options and unvested GSUS will fully vest and the target award for each tranche of Sundar's PSUs will fully vest. Effective December 17, 2019, the Leadership Development and Compensation Committee approved an amendment to Alphabet's form of restricted stock unit agreement under the Amended and Restated 2012 Stock Plan for future grants, such that, similar to GSUs granted to all other Alphabet employees, GSUS granted to directors and named executive officers of Alphabet will immediately vest in full upon termination of service on the Board, or of employment, by reason of death. In respect to Sundar's PSUs: Upon a termination of employment by reason of death (i) prior to the start of the performance period of a tranche or during the performance period of a tranche, the target number of PSUs for such tranche will immediately vest in full as of the date of such termination of employment and (i) following the end of the performance period of a tranche but prior to the determination date with respect to such tranche, the number of PSUs earned based on actual performance will immediately vest as of the determination date. Upon a termination of employment by Alphabet without cause (as defined in the PSU agreement) prior to the determination date for a tranche but after the start of the performance period with respect to such tranche, the number of PSUs earned based on actual performance will be prorated based on the number of calendar days in the performance period Sundar was performing services and the pro rata portion will vest as of the determination date. The table on page 48 of this proxy statement shows our estimates of the value each of our named executive officers would have received if their unvested GSUS (and in Sundar's case, PSUs) had become fully vested as a result of termination of employment by reason of a change in control, death, or in the case of Sundar, by Alphabet without cause (as defined in the PSU Agreement) occurring on December 31, 2020. All stock options held by our named executive officers as of December 31, 2020 are fully vested. ALPHABET 2021 PROXY STATEMENT 47 1 Corporate 2 Director and Executive Compensation 3 Audit Matters Management and Stockholder Proposals 5 Governance Questions and Answers OPTIONS EXERCISED AND STOCK VESTED IN FISCAL 2020 The following table provides information for the named executive officers regarding stock option exercises during the year ended December 31, 2020, including the number of shares acquired upon exercise and the value realized, before payment of any applicable withholding tax and broker commissions, and GSUs that vested during the same period, before payment of any applicable withholding tax. Option Awards Stock Awards Number of Shares Number of Shares Acquired on Value Realized Acquired on Value Realized Exercise on Exercise Vesting on Vesting Name (9) ($) () ($) Sundar Pichai 2,918 3,595,837 53,670 76,930,480 Ruth M. Porat 19,820 29,103,348 Prabhakar Raghavan 19,644 28,910,858 Philipp Schindler 30,418 44,505,072 Kent Walker 19,820 29,103,348 (1) The value realized on exercise is calculated as the product of (a) the number of shares of our Class A common stock or Class C capital stock as applicable, for which the stock options were exercised and (b) the excess of the closing price of our Class A common stock or Class C capital stock, as applicable, on the NASDAQ Global Select Market on the date of the exercise over the applicable exercise price per share of the stock options (2) The value realized on vesting is calculated as the product of (a) the number of shares of Class C capital stock underlying the GSUs that vested and (b) the closing price of Class C capital stock on the NASDAQ Global Select Market on the day before vesting. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL We have no agreements with our named executive officers that provide for additional or accelerated compensation upon termination of the executive's employment or a change in control of Alphabet, except as set forth below. In the event of a change in control of Alphabet and, unless our Board of Directors or Leadership Development and Compensation Committee determines otherwise, if the successor corporation does not assume or substitute the equity awards held by our employees, including our named executive officers, all unvested stock options and unvested GSUS will fully vest and the target award for each tranche of Sundar's PSUs will fully vest. Effective December 17, 2019, the Leadership Development and Compensation Committee approved an amendment to Alphabet's form of restricted stock unit agreement under the Amended and Restated 2012 Stock Plan for future grants, such that, similar to GSUs granted to all other Alphabet employees, GSUS granted to directors and named executive officers of Alphabet will immediately vest in full upon termination of service on the Board, or of employment, by reason of death. In respect to Sundar's PSUs: Upon a termination of employment by reason of death (i) prior to the start of the performance period of a tranche or during the performance period of a tranche, the target number of PSUs for such tranche will immediately vest in full as of the date of such termination of employment and (i) following the end of the performance period of a tranche but prior to the determination date with respect to such tranche, the number of PSUs earned based on actual performance will immediately vest as of the determination date. Upon a termination of employment by Alphabet without cause (as defined in the PSU agreement) prior to the determination date for a tranche but after the start of the performance period with respect to such tranche, the number of PSUs earned based on actual performance will be prorated based on the number of calendar days in the performance period Sundar was performing services and the pro rata portion will vest as of the determination date. The table on page 48 of this proxy statement shows our estimates of the value each of our named executive officers would have received if their unvested GSUS (and in Sundar's case, PSUs) had become fully vested as a result of termination of employment by reason of a change in control, death, or in the case of Sundar, by Alphabet without cause (as defined in the PSU Agreement) occurring on December 31, 2020. All stock options held by our named executive officers as of December 31, 2020 are fully vested. ALPHABET 2021 PROXY STATEMENT 47 1 2 Director and 3 4 Management 5 Questions and Governance Matters and Stockholder Proposals Answers Compensation Estimated Benefit of Estimated Benefit of Estimated Benefit of Equity Acceleration Equity Acceleration Upon Equity Acceleration Upon Termination Name Change in Control ($) Upon Death (12) without Cause ($) Sundar Pichai 228,341,791 228,341,791 50,370,054 Ruth M. Porat 67,372,049 48,973,805 Prabhakar Raghavan 69,907,020 53,234,378 Philipp Schindler 95,875,137 63,878,800 Kent Walker 67,372,049 48,973,805 (1) The estimated benefit amount of equity acceleration was calculated by multiplying the number of unvested GSUS, and in Sundar's case, the target number of PSUs, by the closing price of Class C capital stock on December 31, 2020, which was $1,751.88 per share. (2) The amendment of Alphabet's form of restricted stock unit agreement under the Amended and Restated 2012 Stock Plan, adopted by the Leadership Development and Compensation Committee on December 17, 2019 for future grants, that provides for equity acceleration upon death is applicable to the equity awards granted after the adoption date. (3) The estimated benefit amount of equity acceleration reflects prorated achievement of market-based goals at the target level for each tranche of Sundar's 2019 PSU award. As of December 31, 2020, one-half of the first performance period tranche (January 2020 to December 2021) has been completed and one-third of the second performance period tranche (January 2020 to December 2022) has been completed. The value shown was calculated by multiplying the target number of PSUs for the first performance period tranche and the target number of PSUs for the second performance period tranche by the closing price of our Class C capital stock on December 31, 2020, which was $1,751.88 per share. ALPHABET CEO PAY RATIO The following table sets forth the ratio of Alphabet Chief Executive Officer Sundar's total compensation to that of Alphabet's median employee for the year ended December 31, 2020. Chief Executive Officer total compensation in 2020 $7,425,547 Median Employee total compensation in 2020 $273,493 Ratio of Chief Executive Officer to Median Employee total compensation 27:1 To determine the median employee compensation, we analyzed all of Alphabet's employees, excluding Alphabet's Chief Executive Officer, as of December 31, 2020. We annualized wages and salaries for employees that were not employed for the full year. We used base salary and actual bonus as the consistently applied compensation metric to determine the median employee. If this resulted in more than one individual at the median level, we assessed the grant date fair value of standard equity awards for these individuals and selected the employee with the median award value. After identifying the median employee, we calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our named executive officers in the Summary Compensation Table on page 44. 48 ALPHABET 2021 PROXY STATEMENT EQUITY COMPENSATION PLAN INFORMATION The following table summarizes our equity compensation plan information as of December 31, 2020. Information is included for equity compensation plans approved by our stockholders and equity compensation plans not approved by our stockholders. There are no shares of Class B Common Stock issued and outstanding under any of our current equity compensation plans. We will not grant equity awards in the future under any of the equity compensation plans not approved by our stockholders included in the table below. (c) Common/ (a) Capital Shares Common/ (b) Available for Capital Weighted- Future Issuance Shares to be average Under Equity Issued Upon Exercise Compensation Exercise of Price of Plans (Excluding Class of Outstanding Outstanding Securities Common Options and Options and Reflected in Stock/Capital Rights Rights" Column (a)) Plan Category Stock ($/Share) () Equity compensation plans approved by our stockholders Class A 22910 304.27 Equity compensation plans approved by our stockholders Class C 19,305,5314 302.00 38,777,812 Equity compensation plans not approved by our stockholders Class A 7,688 226.50 Equity compensation plans not approved by our stockholders Class 8,603 225.82 Total Class A 30,598 284.69 Total Class 19,314,134 283.03 38,777812 Total Class A and Class C 19,344,732 283.81 38,777,812 (1) The weighted average exercise price is calculated based solely on the outstanding stock options. It does not take into account the shares issuable upon vesting of outstanding GSUS, which have no exercise price. (2) Consists of stock options to purchase 22,857 shares, and GSUS representing the right to acquire 53 shares of our Class A common stock outstanding under our 2004 Stock Plan (3) We granted Class A common stock under the 2004 Stock Plan that expired in April 2014. No further grants may be made under the 2004 Stock Plan (4) Consists of stock options to purchase 25,948 shares of Class C capital stock and GSUS representing the right to acquire 46 shares of Class C capital stock outstanding under our 2004 Stock Plan, and GSUS representing the right to acquire 19,279,537 shares of Class C capital stock outstanding under our Amended and Restated 2012 Stock Plan (5) Consists of shares of Class C capital stock authorized to be issued pursuant to the Google Inc. 2012 Stock Plan, which was approved by our stockholders at the 2012 Annual Meeting of Stockholders, assumed by Alphabet in October 2015, amended at the 2015, 2016, 2017, 2018 Annual Meeting of Stockholders, amended and restated at the 2019 Annual Meeting of Stockholders, and amended at the 2020 Annual Meetings of Stockholders. (6) Consists of shares of Class A common stock to be issued upon exercise of outstanding stock options under the Motorola Mobility Holdings, Inc. 2011 Incentive mpensation Plan which was by us in connection with acquisition of Motorola lity Holdings. May 2012 No further grants may be made under this plan. (7) Consists of shares of Class C capital stock to be issued upon exercise of outstanding stock options that were distributed as a dividend to the issued and outstanding Class A stock options in April 2014 in connection with the stock split under the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012. No further grants may be made under this plan. ALPHABET 2021 PROXY STATEMENT 49 EXECUTIVE COMPENSATION TABLE OF CONTENTS THE CD&A IS ORGANIZED INTO FOUR SECTIONS: SECTION 1-EXECUTIVE SUMMARY SECTION 2-DETERMINING COMPETITIVE LEVELS OF PAY SECTION 3-ELEMENTS OF PAY AND FISCAL YEAR 2020 PAY DECISIONS SECTION 4-OTHER COMPENSATION INFORMATION 39 40 40 41 COMPENSATION DISCUSSION AND ANALYSIS Overview Our Compensation Discussion and Analysis (CD&A) includes a detailed discussion of compensation for five named executive officers during the fiscal year ended December 31, 2020: SUNDAR PICHAI Chief Executive Officer, Alphabet and Google, and Director RUTH M. PORAT Senior Vice President and Chief Financial Officer, Alphabet and Google PRABHAKAR RAGHAVAN Senior Vice President, Google PHILIPP SCHINDLER Senior Vice President, Chief Business Officer, Google KENT WALKER Senior Vice President, Global Affairs and Chief Legal Officer, Google Section 1-Executive Summary Compensation Philosophy We designed our employee and executive compensation programs to support three goals: Attract and retain the world's best talent Support our culture of innovation and performance Align employee and stockholder interests We pay employees competitively compared to other opportunities they might have in the market. Additionally, we offer competitive benefits to promote the health and happiness of our employees, provide unique perks that make life and work more convenient, design compelling job opportunities aligned with our mission, and create a fun and energizing work environment. We believe in pay for performance. Compensation is tied to performance for all employees who receive more than nominal compensation. The proportion of overall pay tied to performance is higher for employees at more senior levels in the organization, reflecting their opportunity to have more impact on company performance. We use equity awards to align employee and stockholder interests. We require our named executive officers and other senior executives to maintain significant holdings of Alphabet stock. See Section 4 of this CD&A for a description of our minimum stock ownership requirements ALPHABET 2021 PROXY STATEMENT 39 Corporate Governance Directoram Executive Compensation Matters gestions and Answers and Stockholder Proposals Section 2-Determining Competitive Levels of Pay Our executive compensation decisions are informed by market data in addition to the reviews of individual roles and performance. We use peer group data to obtain compensation benchmarks for our named executive officers. For 2020, we determined our peer group by evaluating potential companies against the following criteria: High-technology or media company . Key talent competitor High-growth, with a minimum of 50% of Alphabet's revenue and/or headcount growth over the previous two-year period $25 billion or more in annual revenue $100 billion or more in market capitalization Considering these criteria, in October 2019, the Leadership Development and Compensation Committee selected the following peer companies for 2020 Amazon.com, Inc. Facebook, Inc. Netflix, Inc Apple Inc. Intel Corporation Oracle Corporation Cisco Systems, Inc. International Business Machines salesforce.com, inc. Corporation Comcast Corporation Microsoft Corporation The Walt Disney Company When appropriate, we supplement publicly available peer group data with comparable opportunities at other S&P 500 companies and startup organizations. Process for Determining Compensation We regularly review our compensation levels against our peer group. We also assess executives based on their individual performance and overall company performance Management uses this information to develop compensation recommendations for our named executive officers. The Leadership Development and Compensation Committee then reviews these recommendations and makes the final decision on compensation for named executive officers. Say-on-Pay and Say-When-on-Pay We hold our advisory vote on executive compensation (commonly known as a 'say-on-pay" vote) every three years, and hold our advisory vote on the frequency of say-on-pay votes (commonly known as 'say-when-on-pay' vote) every six years. We will hold both advisory say-on-pay and say-when-on-pay votes at the 2023 annual meeting of stockholders. The Leadership Development and Compensation Committee annually reevaluates our compensation practices to determine how they might be improved. Section 3-Elements of Pay and Fiscal Year 2020 Pay Decisions Base Salary We use salaries to provide employees, including our named executive officers, a steady income in line with their skills, experiences, and the job opportunities available to them outside of Alphabet, as appropriate. For 2020, the Leadership Development and Compensation Committee increased Sundar's base salary to $2.0 million in recognition of his expanded role as Chief Executive Officer of Alphabet and Google. All other named executive officers' salaries were maintained at $650,000 Equity Awards Our named executive officers receive all variable pay through equity awards. We grant equity awards to our named executive officers to reinforce management's focus on long-term stockholder value and commitment to the company. Historically, we have designed these awards to cover a multi-year period in order to reward long-term performance. As a result, a named executive officer may not receive an equity award every year, and the corresponding Summary Compensation Table values will be higher in years that he or she receives an equity award compared to years when he or she does not receive an equity award. 40 ALPHABET 2021 PROXY STATEMENT 1 2 Director and Executive Compensation Audit Matters 4 5 Governance Questions and Answers and Stockholder Proposals 2020 GSU Awards In May 2020, the Leadership Development and Compensation Committee granted biennial GSU equity awards that vest over a foury r-year period to Ruth, Prabhakar, Philipp, and Kent. In determining the value of their equity awards, the Leadership Development and Compensation Committee considered Alphabet's overall business performance, each officer's individual performance in leading their respective organizations, overall role scope, and market benchmarks against our peer competitors. The following table summarizes the equity award decisions made by the Leadership Development and Compensation Committee with respect to each of our named executive officers (based on target award value). See the "Grants of Plan-Based Awards in 2020 table on page 45 for further details. Value (5) 37273 Number of Shares Aggregate of Stock or Units Target Award Named Executive Granted Sundar Pichai Ruth M. Porat 46,000,000 Prabhakar Raghavan 40,515 50,000,000 Philipp Schindler 48,617 60,000,000 Kent Walker 37273 46,000,000 (1) The exact number of GSUS comprising the equity awards was calculated by dividing the target dollar value of the award by the average closing price of Alphabet's Class C capital stock during the month of April 2020 ($1,234. 14), rounded up to the nearest whole share. Post-2020 Compensation Changes 2021 PSU Awards In April 2021, the Leadership and Development and Compensation Committee granted performance stock awards to our named executive officers Ruth, Prabhakar, Philipp, and Kent. Similar to changes implemented to Sundar's compensation structure last year, these PSU awards will vest, if at all, on December 31, 2023, based on the Total Shareholder Return (TSR) performance of Alphabet relative to the companies comprising the S&P 100 over a 2021-2023 performance period, subject to continued employment on the vesting date. Depending upon performance, the number of PSUs that vest will range from 0%-200% of target. The PSUs are subject to the terms and conditions of Alphabet's Amended and Restated 2012 Stock Plan. ESG Bonus In 2022, we intend to introduce a bonus program for members of Google's senior executive team. Payouts under the program will be determined in part by performance tied to ESG goals. The bonus program will be designed to increase focus on creating lasting, meaningful change. We will disclose further details on this program in a Form 8-K and our 2022 Proxy Statement. Section 4-Other Compensation Information The first three sections of this CD&A describe how we think about compensation and how that affects our pay practices. Other compensation-related details that may be important considerations for our investors are discussed below. Risk Considerations The Leadership Development and Compensation Committee reviewed our compensation programs for employees and concluded that these programs do not create risks that are reasonably likely to have a material adverse effect on the company. The Leadership Development and Compensation Committee believes that the design of our annual and long-term incentives focuses performance on long-term value creation and discourages short-term risk taking at the expense of long-term results. A substantial portion of employees' compensation is delivered in the form of equity awards, further aligning their interests with those of stockholders. The Leadership Development and Compensation Committee believes that the following risk oversight and compensation design features safeguard against excessive risk taking: The Board of Directors as a whole has responsibility for risk oversight and regularly reviews reports on the deliberations of Board committees. In addition, the Board of Directors reviews the strategic, financial and execution risks and exposures associated with the financial, operational, and capital decisions that serve as inputs to our compensation programs . Through discussions with management, the Leadership Development and Compensation Committee gains insight into a reasonable range of future company performance expectations. This information is incorporated into decisions regarding compensation of our named executive officers. ALPHABET 2021 PROXY STATEMENT 41 1 Corporate 2 Director and Executive Compensation 3 4 Management 5 Questions and Governance Matters Answers and Stockholder Proposals . The majority of compensation provided to our named executive officers is delivered in GSUS and/or PSUs, with payout based on long-term company performance. As compensation of our named executive officers is tied to long-term performance, their interests are closely aligned with stockholders and they are motivated to carefully assess risks to the company to protect their compensation . Given that equity compensation comprises a high percentage of our named executive officers' overall pay. - Our equity awards are subject to vesting conditions that encourage focus on long-term interests rather than only short-term results and create meaningful incentives for executive retention. - Our named executive officers are subject to, and are in compliance with, Alphabet's minimum stock ownership requirements (detailed in the Minimum Stock Ownership Requirements section below). This ensures that each named executive officer will hold a significant amount of our equity to further align his or her interests with those of our stockholders over the long term. - We prohibit all speculative, short-sale, short-term and hedging transactions involving our securities. As a result, our named executive officers cannot insulate themselves from the effects of poor stock price performance. - We have internal controls over financial reporting, the measurement and calculation of performance relative to goals, and other financial, operational, and compliance policies and practices designed to protect our compensation programs from manipulation by any employee Timing of Equity Award Grants The effective grant date for equity awards to employees, members of our Board of Directors, and non-employee advisors is typically the first non-holiday Wednesday of the month following the date on which the equity award is approved by the Leadership Development and Compensation Committee, unless otherwise specified by our Board of Directors or the Leadership Development and Compensation Committee. The Leadership Development and Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates. Minimum Stock Ownership Requirements To align our named executive officers' interests with those of our stockholders, the Board of Directors has instituted minimum stock ownership requirements under our Corporate Governance Guidelines. Our current minimum stock ownership requirements are as follows: (1) the Founders of Google and the Chief Executive Officer of Alphabet and Google shall each own shares of Alphabet stock equal in value to at least $30.0 million; and (ii) senior vice presidents of Alphabet or Google shall each own shares of Alphabet stock equal in value to at least $6.0 million. The Chief Executive Officer of Alphabet and Google, and senior vice presidents of Alphabet or Google shall have five years from hire or promotion to their respective levels to comply with the minimum stock ownership requirements. Alphabet advisors who do not receive annual equity awards and the chief executive officers of Alphabet's Other Bets are exempt from the minimum stock ownership requirements. All of our named executive officers have met the applicable minimum stock ownership requirements as of December 31, 2020. Insider Trading, Hedging, and Pledging Policies Our policy against insider trading prohibits all employees and directors from engaging in any speculative or hedging transactions in our securities. We prohibit hedging transactions such as puts, calls, collars, swaps, forward sale contracts, exchange funds, and similar arrangements or instruments designed to hedge or offset decreases in the market value of Alphabet's securities. No employee or director may engage in short sales of Alphabet securities, hold Alphabet securities in a margin account, or pledge Alphabet securities as collateral for a loan. Perquisites and Other Benefits Like all employees, our named executive officers are eligible to participate in various employee benefit plans, including medical, dental, and vision care plans, flexible spending accounts for health and dependent care, life, accidental death and dismemberment, disability, and travel insurance, survivor income benefit, employee assistance programs (e.g., confidential counseling), matching gift program, and paid time off. We also pay life insurance premiums for all employees (other than Larry and Sergey). In addition, we maintain a tax qualified 401(k) retirement savings plan with both pre-tax and after-tax Roth savings features for eligible employees, including our named executive officers. In 2020, we provided a company match equal to the greater of 100% of contributions up to $3,000, or 50% of the maximum contribution under the Internal Revenue Code ($19,500) for a maximum match of $9,750, per employee (other than Larry and Sergey). Our company match is fully vested at the time of contribution. Participants are not taxed on their pre-tax contributions or earnings on those contributions until distribution, but pre-tax contributions and all company matching contributions are deductible by us when made. Participants are taxed on their after-tax Roth contributions, and all company matching contributions and after-tax Roth contributions are deductible by us when made. 42 ALPHABET 2021 PROXY STATEMENT 1 Corporate 2 Director and Executive Compensation Audit Matters 4 Management Governance 5 Questions and and Stockholder Proposals In 2020, we paid for personal security for Sundar, and incremental costs related to the personal use of non-commercial aircraft for Ruth and Philipp Pursuant to our Non-Commercial Aircraft Policy, which sets forth the guidelines and procedures for the personal use of non-commercial aircraft, named executive officers and their guests may use company aircraft with appropriate approvals and pay tax on any associated imputed income. No Additional Executive Benefit Plans Since we do not generally differentiate the benefits we offer our named executive officers from the benefits we offer other employees, we do not maintain any benefit plans that cover only named executive officers. We also do not maintain any executive retirement programs such as executive pension plans or supplemental executive retirement plans. LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE REPORT The Leadership Development and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Leadership Development and Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in this proxy statement. LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE Robin L. Washington, Chair L. John Doerr K. Ram Shriram ALPHABET 2021 PROXY STATEMENT 43 1 Corporate 2 Director and 3 Audit Matters 4 Management 5 Questions and Governance Answers Executive Compensation and Stockholder Proposals SUMMARY COMPENSATION TABLE The following table sets forth information regarding the compensation paid to, or earned by, our named executive officers for the fiscal years ended December 31, 2020, 2019, and 2018. Stock All Other Name and Salary Awards Compensation Total Principal Position Year (sy" (S) ($) ($) ($) Sundar Pichai 2020 2,015,385 5,410,1624 7,425,547 Chief Executive Officer, Alphabet and Google, and Director 2019 650,000 276,612,072 3,359,480 280,621,552 2018 650,000 1.231,066 1,881,066 Ruth M. Porat 2020 655,000 50.217.913 17,770 50,890,683 Senior Vice President, Chief Financial Officer, 2019 650,000 Alphabet and Google 14,052 664,052 2018 650,000 46,612,647 29,357 47.292,004 Prabhakar Raghavan 2020 655,000 54,585,860 9,750 55,250,610 Senior Vice President, Google Philipp Schindler 2020 655,000 65,501,684 226,816 66,383,500 Senior Vice President, Chief Business Officer, Google Kent Walker 2020 655,000 50,217,913 9,750 50,882,663 Senior Vice President, Global Affairs and Chief Legal Officer, Google (1) Salaries reflect amounts eamed by the named executive officers in the relevant fiscal year. Includes amounts contributed by the named executive officers to their accounts under the 401(k) Plan. Salary amounts shown above reflect actual salary paid in each year, and may differ slightly from the official annual salary for each role due to calculations based on the number of working days in each calendar year. (2) Amounts reflect the aggregate grant date fair value of GSUS and PSUs computed in accordance with FASB ASC Topic 718 and are not necessarily an indication of the value that will be realized if and when vesting occurs. The grant date fair value of each GSU award is measured based on the closing price of our Class C capital stock on the date of grant. The grant date fair value of each PSU award is measured using a Monte Carlo simulation model as PSUs contain a market condition at the time of grant (as calculated in accordance with FASB ASC Topic 718 and SAB Topic 14) (3) Generally consists of our 401(k) plan company match of up to $9,750 and personal use of company aircraft, unless otherwise noted. The aggregate incremental cost of personal use of the company aircraft is calculated based on a cost-per-flight-hour charge developed by a nationally recognized and independent service. The charge reflects the direct operating cost of the aircraft, including fuel, additives and lubricants, an allocable allowance for airframe, engine and APU maintenance and restoration, crew travel expenses, on-board catering, and trip-related landing/hangar/ramp fees and parking costs. This charge does not include any fixed costs that do not change based on usage, such as pilots' and other employees' salaries, home hangar expenses, and general taxes and insurance (4) Includes $5,400,412 for personal security (5) Includes $215,660 for personal use of aircraft chartered by the company. 44 ALPHABET 2021 PROXY STATEMENT 1 Corporate 2 Audit Matters Director and Executive Compensation 4 Management 5 Governance and Stockholder Proposals Questions and Answers GRANTS OF PLAN-BASED AWARDS IN 2020 The following table provides information regarding the equity awards granted in 2020 to our named executive officers. Estimated Future Payouts Under Equity Incentive Plan Awards Equity Grants All Other Stock Awards: Date of Number of Grant Date Fair Approval of Shares of Value of Stock Equity Awards Threshold Target Maximum S