People

The People Running Alphabet

Governance grade: B-. Alphabet is an operationally excellent, ethically average, structurally investor-unfriendly company. The founders hold ~54% of the vote on ~6% of the economics, the board has drifted older and closer to management, and antitrust and privacy failures have already cost shareholders two nine-figure derivative settlements. What saves the grade is a capable, execution-oriented CEO, a well-paid but largely earned executive bench, and the mechanical discipline of buybacks that now comfortably exceed stock-based compensation.

1. The People Running This Company

Six people matter. Two founded the company and still control it. One runs it day-to-day. One writes the checks. One is the adult in the room on capital allocation. One chairs the board.

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Sundar Pichai (CEO) is now a 20-year Google veteran who won the CEO job in 2019 precisely because he is the opposite of Larry and Sergey: calm, consensus-oriented, product-focused, and willing to be the face of antitrust testimony in Washington. He has been on defense — antitrust, AI race, layoffs, morale — for most of his tenure, but Alphabet delivered 16% YoY revenue growth to $403B and $132B in net income in 2025, became the fourth $3T company, and dodged a Chrome breakup in the September 2025 Mehta ruling. The trust question is that he holds only 227,560 Class A shares (well under 0.01% of the company) — his "skin in the game" comes entirely from future equity grants, not legacy wealth in the stock.

Anat Ashkenazi (CFO) joined in July 2024 from Eli Lilly, where she was CFO during the GLP-1 boom. She is the most important new hire at Alphabet in a decade: capex is running near $85B/year and will exceed $90B in 2026 on AI infrastructure, and she is the only person between Pichai and an AI-bubble balance-sheet mistake. Her starting package of $50.0M (with a $9.9M signing bonus and $38.5M in equity) was aggressive but not obscene given she left unvested Lilly equity behind.

Ruth Porat (President & CIO) remains the most important finance voice despite being pushed sideways. She was CFO from 2015 to July 2024 and is credited with the "adult supervision" era — operating margin expansion, segment reporting, Other Bets discipline, dividend initiation, and the $70B buyback authorization. She is not retiring; the new CIO role is genuine and she sits on Alphabet Inc.'s investment committee for the Other Bets and AI stakes (Anthropic, SpaceX via indirect vehicles). The Blackstone directorship (since 2020) is a modest related-interest flag but not a governance issue.

Larry Page & Sergey Brin no longer run the company but will decide the company's fate in any contested vote. Together with Pichai and Doerr the insiders control 53.9% of the combined Class A + Class B voting power. Both have been absent from earnings calls since 2019 and do not appear at the AGM. They have continued to sell Class C shares steadily through 10b5-1 plans — a pattern consistent with diversification, not loss of faith.

John L. Hennessy (Independent Chair) is the former Stanford president, a legitimate heavyweight, and has been on the board since 2004. The concern is tenure: he has now been a director for 21 years, longer than any non-founder director except Doerr (since 1999) and Shriram (since 1998). "Independence" starts to mean less after two decades.

**Notable 2025 board change:** Ann Mather (long-serving Audit Chair) and Martha Brennan are off the 2025 slate. **R. Martin "Marty" Chávez** — Goldman Sachs' former CIO and co-head of securities, now at Sixth Street — was nominated as a new independent director at the 2025 AGM. He is the single biggest governance upgrade in years: real AI/quant credentials and an unusually frank operator, not another academic figurehead.

2. What They Get Paid

Alphabet pays its bench generously but not outrageously for a $3T company. Pichai's headline 2024 pay of ~$10.7M is artificially low because his equity grants come in ~3-year cycles (the 2022 grant was $218M, inflating that year's number and leaving 2023 and 2024 to look small). The rest of the NEOs are in the $30–50M range, normal for Big Tech.

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The $8.3M "other" in Pichai's 2024 package is almost entirely personal security (his disclosed security expense alone was $8.03M in 2024, up from $6.8M in 2023). Alphabet justifies this in the proxy and it is genuinely warranted for a CEO on Congressional watchlists, but shareholders should know that the majority of his 2024 take-home was not pay for performance.

Looking forward — in March 2026 the board approved a new Pichai package worth up to $692M, tied to relative TSR vs the S&P 100 (with PSU payouts from 0% to 200% of target). That grant is heavy, market-aware, and fully performance-linked. It also resets the next three-year benchmark. If Pichai delivers, he earns it. If Alphabet merely matches the S&P 100, most of it evaporates.

Pay is largely earned. The non-Pichai NEOs received max bonus (200% of target) on their 2022 PSUs because Alphabet's stock beat the S&P 100 — that is the plan working. CFO Ashkenazi's signing package is competitive with what Lilly would have paid her to stay. No golden parachute excess, no repricing, no mega-grants outside the equity plan.

3. Are They Aligned?

This is where Alphabet's governance grade gets pulled down. The economics and the votes do not match, and they have not matched since the 2004 IPO.

Ownership versus control

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Page and Brin own ~6% of the cash flows and cast ~52% of the votes. That is the single most important governance fact about this company. Every other alignment question is downstream of it. Shareholders cannot replace the CEO, cannot force a breakup, cannot dilute Class B, cannot remove a director, and cannot approve a say-on-pay outcome that matters — the founders can (and have) voted down every employee-backed and outside shareholder proposal on diversity reporting, content moderation, and dual-class sunsets. Say-on-pay is also non-annual (every three years, next in 2026), another minor signal of control preference.

Dilution and buybacks — the real check

Alphabet issued $25.0B of stock-based compensation in 2025 and bought back $45.7B. Buybacks cleanly absorb dilution with roughly $20B left over each year for genuine per-share accretion — that is a shareholder-friendly pattern that has held for six years running. The April 2024 dividend initiation plus the now-continuous $70B+ buyback authorizations say the founders are finally treating Alphabet as a mature company, not a perpetually-reinvesting startup.

Insider selling

All NEO and founder sales of Class C stock run through pre-committed 10b5-1 plans. There is no evidence of open-market sales timed to information. Recent CAO and VP sales (e.g., the Arete Trust gifts in March 2026) are small and standard. No insider has bought on the open market in the window covered — but that is true of nearly every public tech company and not a red flag on its own.

The 2025 proxy discloses no material related-party transactions. The company's $500M shareholder-derivative settlement announced in June 2025 — resolving antitrust-related oversight claims — requires Alphabet to stand up a standalone board Risk & Compliance Committee and a senior-VP-level compliance committee reporting to Pichai. This is a real structural concession, not paperwork. It is also an admission: the Audit & Compliance Committee did not adequately oversee antitrust risk, and plaintiffs had a case. Separately, a $350M 2024 settlement closed the Google+ privacy-disclosure class action (the same matter where the Ninth Circuit found plaintiffs "plausibly alleged" Page knew about the Three-Year Bug). Two nine-figure derivative settlements in twelve months is not nothing.

Skin in the game — score

Skin-in-the-Game Score (out of 10)

6 / 10. Founders have real wealth tied up, but it is tied up through a mechanism that protects them from accountability rather than aligning them with outside holders. Pichai's economic stake is trivial in share terms but his new $692M performance-unit grant ties ~3-4 years of his net worth to relative TSR, which is the right structure. The rest of the bench is paid primarily in PSUs that pay 0-200% based on TSR vs the S&P 100. The score is not 8+ because dual-class structurally breaks the alignment; it is not 4 because the founders have never monetized in a way that would damage the business and the pay plan is actually performance-linked.

4. Board Quality

Ten directors. Four truly independent, one founder-chair relationship (Hennessy has been on for 21 years), and three directors whose "independent" status is formal but tenure-heavy.

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What works: The board has genuine technical firepower — Hennessy (computer architect, Stanford), Arnold (Nobel laureate), Chávez (Goldman CIO, AI-aware), Ferguson (former Fed Vice Chair), Washington (former Gilead CFO). Audit chair went from Mather (~20 years) to Washington (a working CFO with current audit-committee experience), which is a meaningful upgrade. Adding Chávez in 2025 materially strengthens AI and capital-markets judgment — he is the kind of director who can actually challenge an $85B/year capex plan.

What does not work: Three non-founder directors (Hennessy, Doerr, Shriram) have been on the board for 21, 26, and 27 years respectively. Doerr is a founding-era Kleiner Perkins investor; Shriram was one of the original angel investors. Both are formally independent under NASDAQ rules but neither is going to challenge Page and Brin on a serious matter. The June 2025 derivative settlement requiring a new standalone Risk & Compliance Committee is a direct rebuke of the previous board's antitrust oversight.

Until the derivative-settlement Risk & Compliance Committee is constituted and staffed, the board's ability to challenge management on regulatory risk is a known weakness rather than an assumption. Watch the 2026 proxy for its charter and membership.

5. The Verdict

Governance Grade

B-

Strongest positives

$25B SBC absorbed by $46B buybacks — dilution is genuinely net-negative for six straight years, and the April 2024 dividend plus ongoing $70B+ authorizations mean capital discipline has arrived even under founder control.
Pay is performance-linked in structure. PSUs clear or miss based on relative TSR vs the S&P 100. The new Pichai $692M package (March 2026) is entirely TSR-linked.
Executive bench is deep and not concentrated. Ashkenazi, Porat, Walker, Schindler, Thomas Kurian (Cloud), Demis Hassabis (DeepMind/Isomorphic) are all individually material. Pichai is not a single point of failure.
Board is adding real expertise. Chávez's addition and Washington's elevation to audit chair are meaningful upgrades over the previous cohort.

Real concerns

Dual-class with no sunset. Founders control ~52% of votes on ~6% of economics. Every other governance concession is a gift, not a right.
Two nine-figure derivative settlements in twelve months ($350M privacy, $500M antitrust compliance) show the board's oversight of legal and regulatory risk has been inadequate. The required standalone Risk & Compliance Committee is a real remediation but has to prove itself.
Board tenure. Three of the "independent" directors have been on for 20+ years. Independence means something different at year 25 than at year 5.
Say-on-pay is triennial, not annual, and the vote is non-binding in any case because the founders control the outcome.

What would most likely cause an upgrade. A voluntary Class B sunset — even a 10-year one — would move this to B+ or A- overnight. Short of that, visible, material dissent by the independent directors on a high-profile decision (a Wiz-scale deal, an AI-capex overrun, a Pichai successor) would demonstrate the board can actually constrain management.

What would cause a downgrade. A third derivative settlement over regulatory oversight. A Pichai retention package that pays out on weak TSR. A founder-driven capital-allocation move (e.g., mega-acquisition at a bad price, Class A-dilutive stock issuance) done over audible outside-director objection.