Independent
Tenure on this board
15.4 yrs
Also a director at
Natera Inc (NTRA)Unity Software Inc (U)Mongodb Inc (MDB)Ethos Technologies Inc (LIFE)
4 nominees · 4 ballot items.
Election of four Class II directors; Advisory (non-binding) approval of named executive officers’ compensation; Ratification of Ernst & Young LLP as independent auditors; Stockholder proposal to establish a board-level technology committee.
Elect four Class II directors (Roelof Botha, Amy Brooks, Shawn Carter, James McKelvey) to serve until 2029 annual meeting and until successors are qualified.
Non-binding advisory (say-on-pay) vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to reaffirm its compensation philosophy that emphasizes equity-based awards to align executive incentives with long-term shareholder value and to maintain program design elements (base salary, equity awards, severance/change-of-control protections) described in the Compensation Discussion and Analysis. The vote is intended to provide the compensation committee with investor feedback and is held annually. The company justifies the recommendation citing past shareholder support (approximately 97% approval in 2025), use of independent compensation consultants, and governance features such as stock ownership guidelines and clawback policies. While non-binding, a significant negative vote would prompt the board and compensation committee to engage with shareholders and consider changes. The broader context includes the company’s compensation mix (over 90% equity in 2025), planned introduction of a 2026 annual cash incentive tied to gross profit and operating income, and the committee’s use of market peer benchmarking and independent advisors in setting compensation. The board recommends a FOR vote because it believes the disclosed compensation program appropriately aligns management and stockholder interests and supports long-term value creation.
Ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.
A stockholder proposal, submitted by the New York State Common Retirement Fund (Comptroller Thomas P. DiNapoli), asks that the board establish a formal board-level Technology Committee to oversee areas like cybersecurity, AI, data privacy and other technology issues.
This shareholder proposal, submitted by the New York State Common Retirement Fund (Comptroller Thomas P. DiNapoli), requests that Block establish a formal board-level Technology Committee tasked with focused oversight of technology-related risks and strategic opportunities, including cybersecurity, AI, data privacy and other emerging technology issues. The proponent argues the Audit and Risk Committee is overburdened with a broad remit (audits, compliance, internal controls, related-party transactions, and oversight of an industrial loan subsidiary) and that recent regulatory enforcement actions and penalties — including multimillion-dollar settlements and consent orders citing cybersecurity deficiencies and weak security protocols — demonstrate insufficient board-level attention to technology governance. The board opposes the proposal, contending current oversight through the full board and the Audit and Risk Committee, together with regular reports from the CISO and management, provides adequate, integrated oversight and that establishing a separate committee is unnecessary and could fragment risk oversight. The disagreement centers on whether focused, specialized committee oversight would materially improve risk management and governance for technology and security versus the board’s preference for integrated oversight to preserve a holistic view of risks. Given Block’s history of regulatory actions involving cybersecurity and AML controls, the proposal raises governance questions about whether the board’s current structure provides sufficient time, expertise, and accountability to manage escalating technology-related risks as the company scales.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRICE T ROWE ASSOCIATES INC /MD/ | 7.46% | 44,412,103 | $2.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.98% | 35,575,779 | $2.1B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.31% | 25,662,834 | $1.5B |
| 4 | STATE STREET CORP | 3.89% | 23,140,666 | $1.4B |
| 5 | Capital World Investors | 3.46% | 20,602,960 | $1.2B |
| 6 | BlackRock, Inc. | 2.89% | 17,213,817 | $1.0B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.18% | 12,978,459 | $778M |
| 8 | MORGAN STANLEY | 2.07% | 12,307,625 | $741M |
| 9 | BlackRock, Inc. | 1.88% | 11,168,254 | $672M |
| 10 | LOOMIS SAYLES CO L P | 1.10% | 6,547,886 | $394M |
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