Alphabet Inc. 8-K

Summary

CEO compensation award. Alphabet approved Sundar Pichai’s triennial equity award on 03/04/2026, combining Alphabet stock awards with performance units tied to Waymo and Wing. The awards link some compensation to Alphabet’s relative shareholder returns and the growth in Waymo and Wing’s per-unit value.

Key Figures

• Annual salary: $2.0M, unchanged since 2020; no annual bonus eligibility. Alphabet PSU and GSU on-target values are unchanged from the 2022 award.
• Alphabet PSUs: two tranches with target values of $63M each. Vesting depends on Alphabet’s total shareholder return relative to S&P 100 companies over 2026–2027 and 2026–2028; each tranche can vest at 0%–200% of target, subject to continued employment.
• Alphabet GSUs: $84M, vesting over three years. One-twelfth vests on 03/25/2026; subsequent installments are one-thirty-sixth on the specified monthly dates through 01/01/2029, subject to continued employment.
• Waymo and Wing performance units: target values of approximately $130M and $45M, respectively. After a three-year performance period, vesting ranges from 0%–200% of target based on each company’s increase in per-unit value; no units are earned without an increase.
• Upon death, unvested GSUs accelerate and performance-based awards vest at target, or at actual performance if the performance period has ended. Termination for cause forfeits unvested equity; termination without cause or resignation for good reason allows pro-rata vesting of performance-based awards based on actual performance at the period’s end.