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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Block Inc | NYSE:SQ | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
5.20 | 7.40% | 75.50 | 54,210 | 12:18:13 |
SQUARE, INC.
|
(Name of Registrant as Specified In Its Charter)
|
| |
|
|
| |
Proposals
|
| |
Board
Recommendation |
| |
Page Number for
Additional Information |
|
|
1
|
| |
The election of Roelof Botha, Amy Brooks and James McKelvey as Class II directors.
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| |
FOR
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| | | |
|
2
|
| |
The approval, on an advisory basis, of the compensation of our named executive officers.
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| |
FOR
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| | | |
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3
|
| |
The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020.
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| |
FOR
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| | | |
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4
|
| |
To vote upon a proposal submitted by one of our stockholders regarding employee representation on the board of directors, if properly presented at the Annual Meeting.
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| |
AGAINST
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| | |
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| |
SQUARE 2020 Proxy Statement
|
| |
i
|
•
|
Proactive approach to board pipeline management
|
•
|
8 out of 10 directors are independent
|
•
|
3 out of 10 directors are women
|
•
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4 out of 6 executive officers are women
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•
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Separate lead independent director and Chairman
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•
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Regular executive sessions of independent directors
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•
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Strong risk oversight by full board and committees
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•
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Annual board of director and committee evaluations
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•
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Significant stock ownership requirements for directors and executive officers
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•
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Insider Trading policy prohibits hedging and pledging transactions
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•
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All board committees are 100% independent
|
•
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Each director attended at least 75% of board and committee meetings
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|
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Name
|
| |
Director
Since |
| |
Experience
|
| |
Indepen-
dence |
| |
Board and Committee
Positions |
| |
Other
Current Public Company Boards |
|
|
|
| |
Roelof Botha
|
| |
2011
|
| |
Partner at Sequoia Capital
|
| |
✔
|
| |
Audit and Risk Committee
Compensation Committee |
| |
Eventbrite, Inc.
MongoDB, Inc. Natera, Inc. |
|
|
|
| |
Amy Brooks
|
| |
2019
|
| |
President, Team Marketing & Business Operations and Chief Innovation Officer of the National Basketball Association
|
| |
✔
|
| |
Nominating and Corporate
Governance Committee |
| |
None
|
|
|
|
| |
James McKelvey
|
| |
2009
|
| |
Co-Founder of Square
General Partner of FinTop Capital |
| |
—
|
| |
—
|
| |
None
|
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
ii
|
•
|
Fairness: By designing and delivering compensation programs that are equitable across similarly situated employees, our employees are motivated to work collaboratively to achieve our long-term business objectives and serve our sellers.
|
•
|
Simplicity: By providing compensation programs that are simple and do not distract from their day-to-day responsibilities, our employees are able to focus on growing our business and are rewarded when Square is successful.
|
•
|
Performance-driven: By creating compensation programs that reward individual performance and achievement of corporate objectives, our employees are incentivized to perform their best work and receive financial awards for their impact on Square and our business.
|
•
|
CEO Compensation. At his request, our chief executive officer receives no cash or equity compensation except for an annual salary of $2.75.
|
•
|
Annual Say-on-Pay Vote. We conduct an annual non-binding advisory vote on the compensation of our named executive officers. At our 2019 annual meeting of stockholders, more than 99% of the votes cast on the say-on-pay proposal were voted in favor of the named executive officers’ compensation.
|
•
|
Clawback Policy. Our executives are subject to a clawback policy, which permits our board to require forfeiture or reimbursement of incentive compensation if an executive engages in certain misconduct.
|
•
|
Independent Compensation Consultant. Our compensation
|
•
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Alignment with Company Success. A substantial percentage of our executive’s compensation aligns with the long-term success of the company through grants of stock options and restricted stock-based awards.
|
•
|
Risk Oversight. Risk and exposures mitigated by strong oversight by our compensation committee.
|
•
|
Stock Ownership Guidelines. Our stock ownership guidelines require significant stock ownership levels and are designed to align the long-term interests of our executives and non-employee directors with those of our stockholders.
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|
| |
SQUARE 2020 Proxy Statement
|
| |
iii
|
| |
Name
|
| |
Class
|
| |
Age
|
| |
Position
|
| |
Director
Since |
| |
Current
Term Expires |
| |
Expiration of Term
For Which Nominated |
Directors with Terms Expiring at the Annual Meeting/Nominees
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Roelof Botha(1)(2)
|
| |
II
|
| |
46
|
| |
Director
|
| |
2011
|
| |
2020
|
| |
2023
|
Amy Brooks(3)
|
| |
II
|
| |
45
|
| |
Director
|
| |
2019
|
| |
2020
|
| |
2023
|
James McKelvey
|
| |
II
|
| |
54
|
| |
Director
|
| |
2009
|
| |
2020
|
| |
2023
|
Continuing Directors
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jack Dorsey
|
| |
I
|
| |
43
|
| |
President, Chief Executive Officer and Chairman
|
| |
2009
|
| |
2022
|
| |
—
|
David Viniar(1)(3)
|
| |
I
|
| |
64
|
| |
Lead Independent Director
|
| |
2013
|
| |
2022
|
| |
—
|
Paul Deighton(2)(4)
|
| |
I
|
| |
64
|
| |
Director
|
| |
2016
|
| |
2022
|
| |
—
|
Anna Patterson(1)(4)
|
| |
I
|
| |
54
|
| |
Director
|
| |
2017
|
| |
2022
|
| |
—
|
Randy Garutti(3)
|
| |
III
|
| |
44
|
| |
Director
|
| |
2017
|
| |
2021
|
| |
—
|
Mary Meeker(2)
|
| |
III
|
| |
60
|
| |
Director
|
| |
2011
|
| |
2021
|
| |
—
|
Lawrence Summers(1)
|
| |
III
|
| |
65
|
| |
Director
|
| |
2011
|
| |
2021
|
| |
—
|
(1)
|
Member of our audit and risk committee
|
(2)
|
Member of our compensation committee
|
(3)
|
Member of our nominating and corporate governance committee
|
(4)
|
Member of Capital compliance and governance committee
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
1
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
2
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
3
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
4
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
5
|
•
|
selecting and hiring a qualified independent registered public accounting firm to audit our financial statements;
|
•
|
helping to ensure the independence and performance of the independent registered public accounting firm;
|
•
|
reviewing our financial statements and discussing the scope and results of the independent audit and quarterly reviews with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations and the reports and certifications regarding internal controls over financial reporting and disclosure controls;
|
•
|
preparing, reviewing and approving the audit and risk committee report that the SEC requires to be included in our annual proxy statement;
|
•
|
reviewing the adequacy and effectiveness of our disclosure controls and procedures, and developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
|
•
|
reviewing our program and policies on risk assessment and risk management, including risks associated with data privacy and cybersecurity;
|
•
|
reviewing and overseeing related party transactions for which review or oversight is required by applicable law or required to be disclosed in our financial statements or SEC filings; and
|
•
|
approving or, as required, pre-approving, all audit and all permissible non-audit services and fees to be performed by the independent registered public accounting firm.
|
•
|
reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers;
|
•
|
overseeing our overall compensation philosophy and compensation policies, plans and benefits programs, including those for our executive officers;
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
6
|
•
|
administering our equity compensation plans; and
|
•
|
reviewing, approving and making recommendations to our board of directors regarding incentive compensation and equity compensation plans.
|
•
|
identifying, evaluating and making recommendations to our board of directors regarding nominees for election to our board of directors and its committees;
|
•
|
evaluating the performance of our board of directors, individual directors and our Chief Executive Officer;
|
•
|
considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;
|
•
|
overseeing, reviewing and making recommendations to our board of directors regarding our corporate governance practices, including our Corporate Governance Guidelines;
|
•
|
overseeing the Company’s process for stockholder communications with the board of directors;
|
•
|
conducting a periodic review of environmental and corporate responsibility matters of significance to us;
|
•
|
reviewing and monitoring compliance with our Code of Business Conduct and Ethics and other actual and potential conflicts of interest, other than transactions with related parties reviewed by the audit and risk committee; and
|
•
|
reviewing the succession planning for our Chief Executive Officer, as well as each of our other members of our executive management team.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
7
|
•
|
overseeing the governance and compliance practices of Square Capital, LLC, a wholly owned subsidiary of the Company, and its related products (“Square Capital”), including reviewing Square Capital’s practices with respect to compliance testing and monitoring, complaints, third party audits, self-identified issues and regulatory changes;
|
•
|
reviewing and discussing with management the overall adequacy and effectiveness of Square Capital’s legal, regulatory and ethical compliance programs;
|
•
|
overseeing the review of Square Capital’s major financial and other risk exposures and the steps taken to monitor and control those exposures; and
|
•
|
reviewing and assisting in the selection of Square Capital’s Chief Compliance Officer and Bank Secrecy Act / Anti-Money Laundering Officer and periodically reviewing any issues encountered in the course of his or her work.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
8
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
9
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
10
|
Board/
Committee |
| |
Primary Areas of Risk Oversight
|
|
| |
|
Full Board of Directors
|
| |
Strategic, financial and execution risks and exposures associated with our business strategy, policy matters, succession planning, conflicts of interest, significant litigation and regulatory exposures and other current matters that may present material risk to our financial performance, operations, infrastructure, plans, prospects or reputation, acquisitions and divestitures and our operational infrastructure.
|
|
| |
|
Audit and Risk Committee
|
| |
Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure controls and procedures, internal control over financial reporting, investment guidelines and credit and liquidity matters, our programs and policies relating to legal and regulatory compliance, data privacy, data security, cybersecurity and operational security and reliability, as well as matters of oversight related to our bank, Square Financial Services, which is expected to launch in 2021.
|
|
| |
|
Nominating and Corporate Governance Committee
|
| |
Risks and exposures associated with director succession planning, corporate governance, environmental and corporate responsibility matters and overall board and committee effectiveness and composition.
|
|
| |
|
Compensation Committee
|
| |
Risks and exposures associated with leadership assessment, retention and succession, executive compensation programs and arrangements and our compensation philosophy and practices.
|
|
| |
|
Capital Compliance and Governance Committee
|
| |
Risks and exposures associated with Square Capital’s products, legal and compliance requirements, governance structure and regulatory matters.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
11
|
•
|
Functional Leadership: Corporate responsibility is managed at a functional level across each of Square’s platforms, with responsibility for oversight rolling up to our senior executives.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
12
|
•
|
Sustainability Committee: This cross-functional working group coordinates Square’s environmental and sustainability efforts — including evaluating how to build products and packaging in an environmentally responsible way, overseeing sustainability in our supply chain and the ways we use our office spaces and getting employees out into the community through neighborhood engagement efforts.
|
•
|
Social Responsibility Committee: With representation from senior leaders across functional areas, this committee serves as the central coordinating body for our responsibility strategy, benchmarking and reporting.
|
•
|
Board Oversight: Our nominating and corporate governance committee is responsible for conducting a periodic review of environmental and corporate responsibility matters of significance to Square.
|
•
|
Corporate Social Responsibility Report: In 2019, we released our first annual Corporate Social Responsibility Report (“CSR Report”), which was prepared to highlight information regarding our ESG programs. The CSR Report provides an overview of Square’s global operations with respect to the four key priority areas discussed below.
|
•
|
Social Impact: Square is committed to getting involved with our local communities and mobilizing our employees to give back.
|
•
|
Environmental Responsibility: As we build tools for economic empowerment, we’re committed to doing so in a way that is mindful and respectful of our environment. With the choices we make about our products, our office spaces, and our community engagement, we seek to be sustainable and regularly reevaluate where we can do better across all areas.
|
•
|
Employees and Culture: Square offers employees a strong package of compensation, benefits, perks, office amenities, and engagement programs in order to attract and retain the best talent in a competitive labor market.
|
•
|
Corporate Governance: Our approach to corporate governance is designed to ensure board of directors and management accountability to our stakeholders, foster responsible decision-making and engender public trust. Further, our board of directors have adopted Corporate Governance Guidelines that are grounded in Square’s values and mission.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
13
|
Board Committee
|
| |
Chairperson Fee
|
| |
Member Fee
|
Audit and Risk Committee
|
| |
$20,000
|
| |
$10,000
|
Compensation Committee
|
| |
$15,000
|
| |
$5,000
|
Nominating and Corporate Governance Committee
|
| |
$10,000
|
| |
$2,500
|
Capital Compliance and Governance Committee
|
| |
$15,000
|
| |
$5,000
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
14
|
Director
|
| | | |
Stock Awards
($)(1)(2)(3) |
| |
Total
($) |
|
Roelof Botha
|
| |
—
|
| |
305,369
|
| |
305,369
|
Amy Brooks
|
| |
—
|
| |
166,618
|
| |
166,618
|
Paul Deighton
|
| |
60,000
|
| |
249,934
|
| |
309,934
|
Randy Garutti
|
| |
42,500
|
| |
249,934
|
| |
292,434
|
James McKelvey
|
| |
—
|
| |
290,217
|
| |
290,217
|
Mary Meeker
|
| |
—
|
| |
305,369
|
| |
305,369
|
Anna Patterson
|
| |
12,500
|
| |
289,692
|
| |
302,192
|
Naveen Rao(4)
|
| |
45,000
|
| |
249,934
|
| |
294,934
|
Ruth Simmons(5)
|
| |
—
|
| |
304,054
|
| |
304,054
|
Lawrence Summers
|
| |
62,500
|
| |
249,934
|
| |
312,434
|
David Viniar(6)
|
| |
—
|
| |
382,931
|
| |
382,931
|
(1)
|
The amounts included in the “Stock Awards” column represent the aggregate grant date fair value of RSU awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The amount does not necessarily correspond to the actual value recognized by the non-employee director. The valuation assumptions used in determining such amounts are described in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
15
|
(2)
|
The amounts included in the “Stock Awards” column representing the annual awards or initial awards, as applicable, granted to our non-employee directors in 2019 are detailed below. Each of these awards vests and settles on the earlier of the first anniversary of the grant date or the date of our Annual Meeting, subject to the director’s continued service through the vesting date.
|
Name
|
| |
Grant Date
|
| |
Number of RSUs
Granted and Outstanding as of December 31, 2019 |
| |
Grant Date Fair
Value ($) |
Roelof Botha
|
| |
June 18, 2019
|
| |
3,480
|
| |
249,934
|
Amy Brooks
|
| |
October 23, 2019
|
| |
2,855
|
| |
166,618
|
Paul Deighton
|
| |
June 18, 2019
|
| |
3,480
|
| |
249,934
|
Randy Garutti
|
| |
June 18, 2019
|
| |
3,480
|
| |
249,934
|
James McKelvey
|
| |
June 18, 2019
|
| |
3,480
|
| |
249,934
|
Mary Meeker
|
| |
June 18, 2019
|
| |
3,480
|
| |
249,934
|
Anna Patterson
|
| |
June 18, 2019
|
| |
3,480
|
| |
249,934
|
Naveen Rao
|
| |
June 18, 2019
|
| |
3,480
|
| |
249,934
|
Ruth Simmons
|
| |
June 18, 2019
|
| |
3,480
|
| |
249,934
|
Lawrence Summers
|
| |
June 18, 2019
|
| |
3,480
|
| |
249,934
|
David Viniar
|
| |
June 18, 2019
|
| |
4,454
|
| |
319,886
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
16
|
(3)
|
The amounts included in the “Stock Awards” column representing the awards of RSUs granted to our non-employee directors in lieu of cash retainers in 2019 are described below. Each of these awards vested and settled in full on the grant date.
|
Name
|
| |
Grant Date
|
| |
Number of RSUs
Granted |
| |
Grant Date Fair
Value ($) |
| |
Total Cash Retainer
Forgone ($) |
Roelof Botha
|
| |
January 2, 2019
|
| |
245
|
| |
14,014
|
| |
13,750
|
|
| |
April 1, 2019
|
| |
183
|
| |
13,967
|
| |
13,750
|
|
| |
July 1, 2019
|
| |
189
|
| |
13,835
|
| |
13,750
|
|
| |
October 1, 2019
|
| |
221
|
| |
13,620
|
| |
13,750
|
|
| |
|
| |
|
| |
|
| |
|
James McKelvey
|
| |
January 2, 2019
|
| |
178
|
| |
10,182
|
| |
10,000
|
|
| |
April 1, 2019
|
| |
133
|
| |
10,151
|
| |
10,000
|
|
| |
July 1, 2019
|
| |
137
|
| |
10,028
|
| |
10,000
|
|
| |
October 1, 2019
|
| |
161
|
| |
9,922
|
| |
10,000
|
|
| |
|
| |
|
| |
|
| |
|
Mary Meeker
|
| |
January 2, 2019
|
| |
245
|
| |
14,014
|
| |
13,750
|
|
| |
April 1, 2019
|
| |
183
|
| |
13,967
|
| |
13,750
|
|
| |
July 1, 2019
|
| |
189
|
| |
13,835
|
| |
13,750
|
|
| |
October 1, 2019
|
| |
221
|
| |
13,620
|
| |
13,750
|
|
| |
|
| |
|
| |
|
| |
|
Anna Patterson
|
| |
April 1, 2019
|
| |
166
|
| |
12,669
|
| |
12,500
|
|
| |
July 1, 2019
|
| |
184
|
| |
13,469
|
| |
13,416
|
|
| |
October 1, 2019
|
| |
221
|
| |
13,620
|
| |
13,750
|
|
| |
|
| |
|
| |
|
| |
|
Ruth Simmons
|
| |
January 2, 2019
|
| |
222
|
| |
12,698
|
| |
12,500
|
|
| |
April 1, 2019
|
| |
183
|
| |
13,967
|
| |
13,750
|
|
| |
July 1, 2019
|
| |
189
|
| |
13,835
|
| |
13,750
|
|
| |
October 1, 2019
|
| |
221
|
| |
13,620
|
| |
13,750
|
|
| |
|
| |
|
| |
|
| |
|
David Viniar
|
| |
January 2, 2019
|
| |
278
|
| |
15,902
|
| |
15,625
|
|
| |
April 1, 2019
|
| |
208
|
| |
15,875
|
| |
15,625
|
|
| |
July 1, 2019
|
| |
215
|
| |
15,738
|
| |
15,625
|
|
| |
October 1, 2019
|
| |
252
|
| |
15,531
|
| |
15,625
|
(4)
|
Mr. Rao resigned as a member of our board of directors in April 2020.
|
(5)
|
Dr. Simmons resigned as a member of our board of directors in February 2020. As of December 31, 2019, Dr. Simmons also held a fully vested option to purchase 38,000 shares of our Class B common stock.
|
(6)
|
As of December 31, 2019, Mr. Viniar also held a fully vested option to purchase 326,950 shares of our Class B common stock.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
17
|
| |
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.
|
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
18
|
| |
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
|
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
19
|
| |
|
| |
SQUARE 2020 Proxy Statement
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| |
20
|
|
| |
2018
|
| |
2019
|
|
| |
(In Thousands)
|
|||
|
| |
|
| |
|
Audit Fees(1)
|
| |
$ 4,476
|
| |
$ 3,339
|
Audit-Related Fees(2)
|
| |
—
|
| |
—
|
Tax Fees(3)
|
| |
—
|
| |
638
|
All Other Fees(4)
|
| |
$3
|
| |
$—
|
Total Fees
|
| |
$4,479
|
| |
$3,977
|
(1)
|
Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K for the fiscal years ended December 31, 2018 and 2019 and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years.
|
(2)
|
Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services could include accounting consultations concerning financial accounting and reporting standards, due diligence procedures in connection with acquisition and procedures related to other attestation services.
|
(3)
|
Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include consultation on tax matters and assistance regarding federal, state and international tax compliance. In the year ended December 31, 2019, $0.4 million of the Tax Fees were associated with EY prior to their engagement as our independent registered public accounting firm.
|
(4)
|
All Other Fees consist of license fees for the use of accounting research software.
|
|
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SQUARE 2020 Proxy Statement
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21
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
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SQUARE 2020 Proxy Statement
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22
|
| |
1.
|
Any legal, technical, practical, or organizational impediments to non-management employees gaining board nomination;
|
2.
|
Benefits and challenges associated with board membership of non-management employees;
|
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| |
SQUARE 2020 Proxy Statement
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23
|
3.
|
Opportunities or procedures through which non-management employees could gain nomination to the board, such as allocation of board slots or special board nomination processes for non-management employees, and any needed changes to corporate governance documents to accomplish such changes.
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SQUARE 2020 Proxy Statement
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24
|
•
|
Town Square. We hold a monthly global all-hands meeting called “Town Square” that is simultaneously broadcast to all of the Company’s offices and made available for viewing afterwards. This meeting typically includes reports on business developments and provides an opportunity for employees to ask questions of senior management, including our CEO Jack Dorsey, either in writing, via video conferencing or live in person. After meetings of our board of directors, our CEO provides a synopsis of the meeting for the employees at the following Town Square and takes questions from employees about the meeting. Our CFO Amrita Ahuja performs a similar recap after each of the Company’s quarterly earnings. In addition to Town Square, we also host office-wide meetings called “City Square,” which are similar in format but provide a more localized feedback loop for each local office, and also frequently include a portion for questions to senior management.
|
•
|
Engagement with Senior Management. In addition to Town Square, our senior management engage in roundtable question-and-answer sessions, serve as executive sponsors for various employee community affinity groups and periodically host “Ask Me Anything” sessions on internal channels to discuss issues.
|
•
|
Engagement with the Board. We host question-and-answer sessions with members of our board of directors, which are broadcast to all offices, where employees have the opportunity to pose questions about the Company, the board of directors or any other topic. Typically, a recording of the session is also available internally after the event. Also, when directors travel to offices for board meetings, we will frequently host a gathering where employees are invited to meet the directors in a more informal setting. As stated in the section “Board of Directors and Corporate Governance — Communications with the Board of Directors,” there is also a formal mechanism for our employee stockholders to communicate with the board of directors.
|
•
|
Moderator. Employees can ask questions of the Company, anonymously if they wish, at any time through our “Moderator” platform, which provides them a response within two weeks. This provides an opportunity for employees to receive an answer to any relevant topic facing the Company. The tool also provides the ability for employees to vote on questions so leadership can understand the topics that matter most to employees.
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SQUARE 2020 Proxy Statement
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25
|
•
|
Surveys. We poll our entire employee population multiple times a year to collect feedback on management, strategy, culture, compensation and a variety of other areas. For example, our biannual “Pulse Survey” assesses employee satisfaction, our “Inclusion Survey” measures our ability to foster an inclusive workplace, and our “Experience Survey” assesses our employees’ opinions about our existing employee engagement programs and internal resources. We benchmark these survey results against prior years and our industry peers to make responsive, informed policy decisions. Additionally, we share these results and planned next steps with employees, both in small group discussions and in discussion at our all-hands meetings. Key takeaways from these surveys are shared with our board and senior management, and often provide meaningful feedback that has resulted in direct action from the Company — our decision to increase our retirement benefits options last year was in response to one such survey.
|
•
|
Feedback Cycles. We have employee feedback cycles twice a year, which allow employees to provide feedback to their supervisors, as well as give and receive feedback from peers. Additionally, these cycles provide the opportunity for employees to provide holistic feedback on the leadership, direction and culture of their respective organizations.
|
•
|
People Report. Every quarter, management from our People team provides the board of directors with an update regarding key employee matters, including the results of recent surveys, attrition, retention and more. This update from our People team provides another method for the board of directors to stay apprised of employee trends and issues that impact our workforce.
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THIS STOCKHOLDER PROPOSAL.
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SQUARE 2020 Proxy Statement
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26
|
| |
•
|
reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2019 with management and EY;
|
•
|
discussed with EY the matters required to be discussed by the applicable requirements of the Public Accounting Oversight Board (“PCAOB”) and the SEC; and
|
•
|
received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit and risk committee concerning independence, and has discussed with EY its independence.
|
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SQUARE 2020 Proxy Statement
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27
|
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Name
|
| |
Age
|
| |
Position
|
Jack Dorsey
|
| |
43
|
| |
President, Chief Executive Officer and Chairman
|
Amrita Ahuja
|
| |
40
|
| |
Chief Financial Officer
|
Sivan Whiteley
|
| |
43
|
| |
General Counsel and Corporate Secretary
|
Jacqueline Reses
|
| |
50
|
| |
Square Capital Lead
|
Alyssa Henry
|
| |
49
|
| |
Seller Lead
|
Brian Grassadonia
|
| |
37
|
| |
Cash App Lead
|
|
| |
SQUARE 2020 Proxy Statement
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28
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|
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SQUARE 2020 Proxy Statement
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29
|
| |
Jack Dorsey
|
| |
Chief Executive Officer (our “CEO”)
|
Amrita Ahuja
|
| |
Chief Financial Officer
|
Alyssa Henry
|
| |
Seller Lead
|
Jacqueline Reses
|
| |
Square Capital Lead
|
Sivan Whiteley
|
| |
General Counsel and Corporate Secretary
|
Mohit Daswani(1)(2)
|
| |
Former Interim Co-Chief Financial Officer and former Finance & Strategy Lead
|
Timothy Murphy(2)
|
| |
Former Interim Co-Chief Financial Officer and current Treasury Lead
|
(1)
|
Mr. Daswani resigned from his position as Finance and Strategy Lead, effective as of December 20, 2019.
|
(2)
|
Messrs. Daswani and Murphy served as interim Co-Chief Financial Officers from November 16, 2018 until Amrita Ahuja was appointed Chief Financial Officer, effective as of January 22, 2019. After Ms. Ahuja’s appointment as Chief Financial Officer, Messrs. Daswani and Murphy resumed their roles as our Finance and Strategy Lead and our Treasury Lead, respectively. Messrs. Daswani and Murphy are collectively referred to herein as our “interim co-CFOs.”
|
•
|
Fairness: By designing and delivering compensation programs that are equitable across similarly situated employees, our employees are motivated to work collaboratively to achieve our long-term business objectives and serve our sellers.
|
•
|
Simplicity: By providing compensation programs that are simple and do not distract from their day-to-day responsibilities, our employees are able to focus on growing our business and are rewarded when Square is successful.
|
•
|
Performance-driven: By creating compensation programs that reward individual performance and achievement of corporate objectives, our employees are incentivized to perform their best work and receive financial awards for their impact on the Company and our business.
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SQUARE 2020 Proxy Statement
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30
|
•
|
recruit and retain talented individuals who can develop, implement and deliver on long-term value creation strategies by using reasonable and competitive pay packages focused on long-term executive retention;
|
•
|
motivate our executives to deliver the highest level of individual, team and company performance; and
|
•
|
provide heavier weighting (over 90% of aggregate named executive officer compensation during 2019) towards equity-based compensation directly tied to the long-term value and growth of our company and to align the interests of our executives with those of our stockholders.
|
•
|
CEO Compensation: Mr. Dorsey requested that the compensation committee continue to provide him with no cash or equity compensation except for an annual base salary of $2.75. The compensation committee considered Mr. Dorsey’s request in light of his significant ownership position, determined that Mr. Dorsey’s financial incentives are strongly aligned with the interests of long-term stockholders without further compensation and, therefore, approved Mr. Dorsey’s request. Mr. Dorsey continues to participate in several company-wide benefit programs, such as our healthcare and other insurance coverages, on the same basis as our other salaried, full-time employees.
|
•
|
Base Salaries: In April 2019, we adjusted the base salary levels of Mses. Henry, Reses and Whiteley, after consideration of a competitive market analysis, and after taking into consideration each executive’s performance and contributions over the prior year and our desire to retain our highly qualified executive team. The base salaries of Messrs. Daswani and Murphy were not adjusted in conjunction with their service as interim co-CFOs. While cash compensation for our executives remains lower compared to our competitive market, these adjustments improve the competitive alignment of executive base salaries.
|
•
|
Equity Awards: Annual equity awards were made through a combination of stock options, RSUs and RSAs, to each of our named executive officers (other than our CEO) to provide them with additional incentives to remain with us and to maintain alignment of our total compensation programs with the competitive market.
|
|
| |
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31
|
•
|
New Named Executive Officer Hire: After engaging in arm’s-length negotiations with Ms. Ahuja and taking into consideration a competitive market analysis performed by Compensia, we offered Ms. Ahuja a competitive total compensation package comprised of a base salary, signing bonus, relocation assistance and equity compensation in connection with her hire as our Chief Financial Officer.
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|
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SQUARE 2020 Proxy Statement
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32
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|
| |
SQUARE 2020 Proxy Statement
|
| |
33
|
ANSYS
|
| |
Fortinet
|
| |
ServiceNow
|
| |
VeriSign
|
Autodesk*
|
| |
GoDaddy
|
| |
Splunk
|
| |
Wayfair
|
CoStar Group
|
| |
IAC/InteractiveCorp*
|
| |
Symantec
|
| |
WEX
|
Dropbox*
|
| |
Intuit*
|
| |
Synopsys
|
| |
Workday
|
Electronic Arts*
|
| |
Match Group
|
| |
Take-Two Interactive
Software |
| |
Worldpay*
|
FleetCor Technologies
|
| |
Red Hat
|
| |
Twitter
|
| |
Zillow Group
|
|
| |
SQUARE 2020 Proxy Statement
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34
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SQUARE 2020 Proxy Statement
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35
|
Named Executive Officer
|
| |
Annual Base
Salary as of December 31, 2018 |
| |
Annual Base
Salary as of December 31, 2019 |
| |
Percentage
Increase |
Mr. Dorsey
|
| |
$2.75
|
| |
$2.75
|
| |
0%
|
Ms. Ahuja
|
| |
N/A
|
| |
$450,000
|
| |
N/A
|
Ms. Henry
|
| |
$400,000
|
| |
$450,000
|
| |
12.5%
|
Ms. Reses
|
| |
$400,000
|
| |
$450,000
|
| |
12.5%
|
Ms. Whiteley
|
| |
$400,000
|
| |
$450,000
|
| |
12.5%
|
Mr. Daswani(1)(2)
|
| |
$300,000
|
| |
$315,000
|
| |
5%
|
Mr. Murphy(1)
|
| |
$ 295,000
|
| |
$ 309,800
|
| |
5%
|
(1)
|
The base salaries of Messrs. Daswani and Murphy were not adjusted in conjunction with their service as interim co-CFOs. Salary adjustments for Messrs. Daswani and Murphy made in April 2019, after their service as co-CFOs ended, were made as part of the company-wide compensation review program. Their salary adjustments were recommended by their direct manager and approved by the People Lead. Messrs. Daswani and Murphy’s annualized base salaries at the time of their appointment as interim co-CFOs were $300,000 and $295,000, respectively.
|
(2)
|
Mr. Daswani resigned from his position as Finance and Strategy Lead effective as of December 20, 2019, at which time his annual base salary was $315,000.
|
|
| |
SQUARE 2020 Proxy Statement
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36
|
Named Executive Officer
|
| |
Number of Securities
Underlying Options (#) |
| |
RSUs or RSAs(#)
|
| |
Grant Date
Fair Value ($) |
Ms. Ahuja
|
| |
97,701 (3)
|
| |
121,721 (5)
|
| |
12,000,077
|
Ms. Henry
|
| |
99,224 (4)
|
| |
39,690 (6)
|
| |
5,889,956
|
Ms. Reses
|
| |
82,687 (4)
|
| |
33,075 (6)
|
| |
4,908,306
|
Ms. Whiteley
|
| |
66,149 (4)
|
| |
26,460 (6)
|
| |
3,926,627
|
Mr. Daswani(1)(2)
|
| |
—
|
| |
9,592 (7)
|
| |
694,940
|
Mr. Murphy(2)
|
| |
—
|
| |
10,254 (7)
|
| |
742,902
|
(1)
|
Mr. Daswani resigned from his position as Finance and Strategy Lead, effective as of December 20, 2019.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
37
|
(2)
|
Messrs. Daswani and Murphy did not receive any additional equity awards in conjunction with their service as interim co-CFOs. Messrs. Daswani and Murphy were granted equity awards in April 2019, after their service as interim co-CFOs ended, as part of the company-wide compensation review program. Their grants were recommended by their direct manager, reviewed by the People Lead and approved by our compensation committee.
|
(3)
|
One-fourth of the shares subject to the option vest on the first anniversary of the option’s vesting commencement date and one forty-eighth of the shares vest monthly thereafter, subject to continued service with the Company. The award is subject to certain acceleration of vesting provisions under Ms. Ahuja’s change of control and severance agreement.
|
(4)
|
One forty-eighth of the shares subject to the option vest monthly from the date of the vesting commencement date, subject to continued service with the Company. The award is subject to certain acceleration of vesting provisions under Mses. Henry’s, Reses’s and Whiteley’s change of control and severance agreements.
|
(5)
|
With respect to the Restricted Stock Awards (RSAs), one-fourth of the total RSAs vests on February 1, 2020, and one-sixteenth of the total RSAs vest in equal quarterly installments over three years, subject to continued service with the Company. The award is subject to certain acceleration of vesting provisions under Ms. Ahuja’s change of control and severance agreement.
|
(6)
|
With respect to the Restricted Stock Award (RSAs), one-sixteenth of the total RSAs vest in equal quarterly installments over four years from July 1, 2019, subject to continued service with the Company. The award is subject to certain acceleration of vesting provisions under Mses. Henry’s, Reses’s and Whiteley’s change of control and severance agreements.
|
(7)
|
With respect to the Restricted Stock Units (RSUs), one-sixteenth of the total RSUs vest in equal quarterly installments over four years from July 1, 2019, subject to continued service with the Company.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
38
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
39
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
40
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
41
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
42
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
43
|
•
|
a commission-based incentive program for sales employees that only results in payout based on measurable financial or business critical performance measures with payments made quarterly in arrears;
|
•
|
our practice of awarding long-term incentive compensation in equity awards upon hire to our named executive officers to directly tie his or her expectation of compensation to his or her contributions to the long-term value of our company; and
|
•
|
our Insider Trading Policy.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
44
|
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Bonus ($)
|
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
All Other
Compensation ($)(2) |
| |
Total
Compensation ($) |
Mr. Dorsey
|
| |
2019
|
| |
2.75
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2.75
|
Chief Executive Officer
|
| |
2018
|
| |
2.75
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2.75
|
|
2017
|
| |
2.75
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2.75
|
||
Ms. Ahuja
|
| |
2019
|
| |
425,000
|
| |
315,000(3)
|
| |
9,000,051
|
| |
3,000,026
|
| |
341,449
|
| |
13,081,526
|
Chief Financial Officer
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Ms. Henry
|
| |
2019
|
| |
437,500
|
| |
—
|
| |
2,857,283
|
| |
3,032,672
|
| |
5,188
|
| |
6,332,644
|
Seller Lead
|
| |
2018
|
| |
387,500
|
| |
—
|
| |
1,707,615
|
| |
1,771,683
|
| |
3,682
|
| |
3,870,481
|
|
2017
|
| |
325,000
|
| |
—
|
| |
4,563,693
|
| |
1,227,352
|
| |
2,170
|
| |
6,118,215
|
||
Ms. Reses
|
| |
2019
|
| |
433,333
|
| |
—
|
| |
2,381,069
|
| |
2,527,237
|
| |
71,502
|
| |
5,413,142
|
Square Capital Lead
|
| |
2018
|
| |
387,500
|
| |
—
|
| |
1,707,615
|
| |
1,771,683
|
| |
106,169
|
| |
3,972,968
|
|
2017
|
| |
325,000
|
| |
—
|
| |
3,042,456
|
| |
818,234
|
| |
89,588
|
| |
4,275,278
|
||
Ms. Whiteley
|
| |
2019
|
| |
437,500
|
| |
—
|
| |
1,904,855
|
| |
2,021,771
|
| |
96,017
|
| |
4,460,143
|
General Counsel and Corporate Secretary
|
| |
2018
|
| |
381,250
|
| |
—
|
| |
1,564,439
|
| |
775,114
|
| |
75,792
|
| |
2,796,591
|
Mr. Daswani
|
| |
2019
|
| |
303,594
|
| |
—
|
| |
694,940
|
| |
—
|
| |
6,734
|
| |
1,005,268
|
Former Interim Co-Chief Financial Officer and Former Finance and Strategy Lead
|
| |
2018
|
| |
295,000
|
| |
—
|
| |
187,861
|
| |
—
|
| |
4,080
|
| |
486,940
|
Mr. Murphy
|
| |
2019
|
| |
306,100
|
| |
—
|
| |
742,902
|
| |
—
|
| |
4,880
|
| |
1,053,882
|
Former Interim Co-Chief Financial Officer and Current Treasury Lead
|
| |
2018
|
| |
288,750
|
| |
—
|
| |
222,050
|
| |
—
|
| |
3,660
|
| |
514,460
|
(1)
|
The amounts included in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of RSUs, RSAs and option awards calculated in accordance with ASC 718. Such grant date fair value does not take into account any estimated forfeitures related to service-vesting conditions. The valuation assumptions used in determining the grant date fair value of the RSUs, RSAs and option awards reported in this column are described in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
|
(2)
|
Amounts disclosed in this column include the aggregate incremental costs of perquisites and other personal benefits, including, among other things, (i) relocation costs for Ms. Ahuja of $105,166 in 2019 in connection with Ms. Ahuja moving near our principal executive offices in San Francisco, which includes a tax gross-up amount of $47,582 and $182,631 for home sale assistance, (ii) transportation costs for Ms. Reses of $37,213 in 2019 in connection with Ms. Reses commuting to our principal executive offices in San Francisco, which includes a tax gross-up amount of $29,109, (iii) transportation costs for Ms. Whiteley of $53,819 in 2019 in connection with Ms. Whiteley commuting to our principal executive offices in San Francisco, which includes a tax gross-up amount of $36,612 and (iv) expense reimbursements for meals, wellness allowance and 401(k) plan matching contributions.
|
(3)
|
The amount disclosed represents a discretionary one-time bonus paid in connection with Ms. Ahuja joining us in January 2019.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
45
|
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Restricted Stock Awards and Restricted Stock Units (#) |
| |
Number of
Securities Underlying Options (#) |
| |
Exercise or
Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(1) |
Mr. Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Ms. Ahuja
|
| |
1/24/2019
|
| |
121,721
|
| |
97,701
|
| |
73.94
|
| |
12,000,077
|
Ms. Henry
|
| |
4/24/2019
|
| |
39,690
|
| |
99,224
|
| |
71.99
|
| |
5,889,956
|
Ms. Reses
|
| |
4/24/2019
|
| |
33,075
|
| |
82,687
|
| |
71.99
|
| |
4,908,306
|
Ms. Whiteley
|
| |
4/24/2019
|
| |
26,460
|
| |
66,149
|
| |
71.99
|
| |
3,926,627
|
Mr. Daswani
|
| |
4/23/2019
|
| |
9,592
|
| |
—
|
| |
—
|
| |
694,940
|
Mr. Murphy
|
| |
4/23/2019
|
| |
10,254
|
| |
—
|
| |
—
|
| |
742,902
|
(1)
|
The amounts included in this column represent the aggregate grant date fair value of RSUs, RSAs and option awards calculated in accordance with ASC 718. The valuation assumptions used in determining the grant date fair value of the RSUs, RSAs and options reported in this column are described in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
46
|
|
| |
Option Awards
|
| |
Stock Awards
|
|||||||||||||||
Name
|
| |
Grant Date(1)
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Option
Exercise Price ($)(2) |
| |
Option
Expiration Date |
| |
Number of
Shares of Stock That Have Not Vested (#) |
| |
Market
Value of Shares of Stock That Have Not Vested ($)(3) |
Mr. Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Ms. Ahuja
|
| |
1/24/2019 (4)
|
| |
—
|
| |
97,701
|
| |
73.94
|
| |
1/23/2029
|
| |
—
|
| |
—
|
|
| |
1/24/2019 (5)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
121,721
|
| |
$7,614,866
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Ms. Henry
|
| |
5/14/2014 (6)
|
| |
1,640,000
|
| |
—
|
| |
7.254
|
| |
5/14/2024
|
| |
—
|
| |
—
|
|
| |
4/25/2016 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
28,610
|
| |
$1,789,842
|
|
| |
4/19/2017 (8)
|
| |
137,122
|
| |
68,561
|
| |
17.20
|
| |
4/18/2027
|
| |
—
|
| |
—
|
|
| |
4/19/2017 (9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
99,500
|
| |
$6,224,720
|
|
| |
4/25/2018 (10)
|
| |
32,707
|
| |
76,319
|
| |
44.75
|
| |
4/24/2028
|
| |
—
|
| |
—
|
|
| |
4/25/2018(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
28,620
|
| |
$1,790,467
|
|
| |
4/24/2019 (8)
|
| |
16,537
|
| |
82,687
|
| |
71.99
|
| |
4/23/2029
|
| |
—
|
| |
—
|
|
| |
4/24/2019 (12)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
34,729
|
| |
$2,172,646
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Ms. Reses
|
| |
11/18/2015 (6)
|
| |
1,445,000
|
| |
—
|
| |
9.00
|
| |
11/17/2025
|
| |
—
|
| |
—
|
|
| |
4/25/2016 (8)
|
| |
916,666
|
| |
83,334
|
| |
13.59
|
| |
4/24/2026
|
| |
—
|
| |
—
|
|
| |
4/25/2016 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
13,205
|
| |
$826,105
|
|
| |
4/25/2016 (7)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
9,000
|
| |
$563,040
|
|
| |
4/19/2017 (8)
|
| |
91,414
|
| |
45,708
|
| |
17.20
|
| |
4/18/2027
|
| |
—
|
| |
—
|
|
| |
4/19/2017 (9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
66,333
|
| |
$4,149,792
|
|
| |
4/25/2018 (10)
|
| |
32,707
|
| |
76,319
|
| |
44.75
|
| |
4/24/2028
|
| |
—
|
| |
—
|
|
| |
4/25/2018(11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
28,620
|
| |
$1,790,467
|
|
| |
4/24/2019 (8)
|
| |
13,781
|
| |
68,906
|
| |
71.99
|
| |
4/23/2029
|
| |
—
|
| |
—
|
|
| |
4/24/2019 (12)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
28,941
|
| |
$1,810,549
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Ms. Whiteley
|
| |
2/27/2014 (6)
|
| |
4,167
|
| |
—
|
| |
7.254
|
| |
2/27/2024
|
| |
—
|
| |
—
|
|
| |
6/17/2015 (6)
|
| |
13,125
|
| |
—
|
| |
13.94
|
| |
6/16/2025
|
| |
—
|
| |
—
|
|
| |
4/25/2016 (13)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,409
|
| |
$88,147
|
|
| |
1/30/2017 (14)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,500
|
| |
$782,000
|
|
| |
4/19/2017 (9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
24,875
|
| |
$1,556,180
|
|
| |
4/25/2018 (10)
|
| |
14,309
|
| |
33,390
|
| |
44.75
|
| |
4/24/2028
|
| |
—
|
| |
—
|
|
| |
4/25/2018 (11)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
12,522
|
| |
$783,376
|
|
| |
7/24/2018 (15)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,838
|
| |
$552,905
|
|
| |
4/24/2019 (8)
|
| |
11,024
|
| |
55,125
|
| |
71.99
|
| |
4/23/2029
|
| |
—
|
| |
—
|
|
| |
4/24/2019 (12)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
23,153
|
| |
$1,448,452
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mr. Daswani (16)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Mr. Murphy
|
| |
6/17/2015 (6)
|
| |
110,000
|
| |
—
|
| |
13.94
|
| |
6/16/2025
|
| |
—
|
| |
—
|
|
| |
4/25/2016 (13)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
1,409
|
| |
$88,147
|
|
| |
7/26/2016 (17)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,265
|
| |
$141,698
|
|
| |
4/19/2017 (9)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
15,478
|
| |
$968,304
|
|
| |
4/25/2018 (18)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
955
|
| |
$59,745
|
|
| |
4/25/2018 (19)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
2,577
|
| |
$161,217
|
|
| |
4/23/2019 (20)
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
8,973
|
| |
$561,351
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
47
|
(1)
|
Each of the outstanding equity awards was granted pursuant to our 2009 Stock Plan (the “2009 Plan”) or 2015 Plan.
|
(2)
|
This column represents the fair market value of a share of our common stock on the date of grant, as determined by our board of directors.
|
(3)
|
This column represents the fair market value of the shares of our Class A common stock underlying the RSUs and RSAs as of December 31, 2019, based on the closing price of our Class A common stock, as reported on the New York Stock Exchange, of $62.56 per share.
|
(4)
|
One-fourth of the shares subject to the option vest on the first anniversary of the option’s vesting commencement date and one forty-eighth of the shares vest monthly thereafter, subject to continued service with the Company.
|
(5)
|
Each share represents one share of our Class A common stock issued under an RSA at the time of grant. RSA shares are subject to forfeiture until shares vest. One-fourth of the total shares subject to the RSAs vested on February 1, 2020, and one-sixteenth of the remaining RSAs vest every three months thereafter, subject to continued service with the Company.
|
(6)
|
One-fourth of the shares subject to the option vest on the first anniversary of the option’s vesting commencement date and one forty-eighth of the shares vest monthly thereafter, subject to continued service with the Company.
|
(7)
|
Each share is represented by a RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the RSUs vested on July 25, 2016, and one-sixteenth of the remaining RSUs vest every three months thereafter, subject to continued service with the Company.
|
(8)
|
One forty-eighth of the shares subject to the option vest monthly from the date of the vesting commencement date, subject to continued service with the Company.
|
(9)
|
Each share is represented by a RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the RSUs vested on July 1, 2017, and one-sixteenth of the remaining RSUs vest every three months thereafter, subject to continued service with the Company.
|
(10)
|
One-twelfth of 10% of the options vest monthly beginning on May 1, 2018 for 12 months, and the remaining one-thirty-sixth of 90% of the shares vest monthly thereafter, subject to continued service with the Company.
|
(11)
|
Each share represents one share of our Class A common stock issued under an RSA at the time of grant. RSA shares are subject to forfeiture until shares vest. One-fourth of 10% of the RSAs vested on July 1, 2018 and every three months thereafter until April 1, 2019, and one-twelfth of the remaining 90% of the shares vest in equal increments every three months thereafter beginning July 1, 2019, subject to continued service with the Company.
|
(12)
|
Each share represents one share of our Class A common stock issued under an RSA at the time of grant. RSA shares are subject to forfeiture until shares vest. One-sixteenth of the RSAs vested on July 1, 2019, and one-sixteenth of the remaining RSAs vest every three months thereafter, subject to continued service with the Company.
|
(13)
|
Each share is represented by a RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the RSUs vested on August 1, 2016, and one-sixteenth of the remaining RSUs vest every three months thereafter, subject to continued service with the Company.
|
(14)
|
Each share is represented by a RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the RSUs vested on April 1, 2017, and one-sixteenth of the remaining RSUs vest every three months thereafter, subject to continued service with the Company.
|
(15)
|
Each share represents one share of our Class A common stock issued under an RSA at the time of grant. RSA shares are subject to forfeiture until shares vest. One-sixteenth of the RSAs vested on January 1, 2019, and one-sixteenth of the remaining RSAs vest every three months thereafter, subject to continued service with the Company.
|
(16)
|
Mr. Daswani resigned from the Company effective as of December 20, 2019. Mr. Daswani’s unvested RSUs were cancelled on his termination date.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
48
|
(17)
|
Each share is represented by a RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the RSUs vested on September 1, 2016, and one-sixteenth of the remaining RSUs vest every three months thereafter, subject to continued service with the Company.
|
(18)
|
Each share is represented by a RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the RSUs vested on July 1, 2018, and one-sixteenth of the remaining RSUs vest every three months thereafter, subject to continued service with the Company.
|
(19)
|
Each share is represented by a RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-fourth of 10% of the RSUs vested on July 1, 2018 and every three months thereafter until April 1, 2019, and one-twelfth of the remaining 90% of the shares vest in equal increments every three months thereafter beginning July 1, 2019, subject to continued service with the Company.
|
(20)
|
Each share is represented by a RSU representing a contingent right to receive one share of our Class A common stock upon settlement. One-sixteenth of the RSUs vested on July 1, 2019, and one-sixteenth of the remaining RSUs vest every three months thereafter, subject to continued service with the Company.
|
|
| |
Option Awards
|
| |
Stock Awards
|
||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($)(1) |
| |
Number of
Shares Acquired on Vesting of RSUs and RSAs (#)(2) |
| |
Value Realized
on Vesting of RSUs and RSAs ($)(3) |
Mr. Dorsey
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Ms. Ahuja
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Ms. Henry
|
| |
160,000
|
| |
11,267,884
|
| |
136,143
|
| |
9,477,089
|
Ms. Reses
|
| |
55,000
|
| |
3,470,104
|
| |
200,396
|
| |
14,204,122
|
Ms. Whiteley
|
| |
—
|
| |
—
|
| |
47,750
|
| |
3,222,660
|
Mr. Daswani
|
| |
—
|
| |
—
|
| |
32,105
|
| |
2,196,686
|
Mr. Murphy
|
| |
—
|
| |
—
|
| |
20,015
|
| |
1,356,338
|
(1)
|
Calculated by multiplying (i) the fair market value of Class A common stock on the exercise date, which was determined using the closing price on the New York Stock Exchange of a share of Class A common stock on the date of exercise, or if such day is a holiday, on the immediately preceding trading day less the option exercise price paid for such shares of common stock, by (ii) the number of shares of common stock acquired upon exercise.
|
(2)
|
Reflects the aggregate number of shares of Class A common stock underlying RSUs and RSAs that vested in 2019. Of the amount shown for Messrs. Daswani and Murphy and Mses. Henry, Reses and Whiteley, 13,957, 7,942, 64,978, 97,701, and 21,543 shares, respectively, of Class A common stock were withheld to cover tax withholding obligations upon vesting.
|
(3)
|
Calculated by multiplying (i) the fair market value of Class A common stock on the vesting date, which was determined using the closing price on the New York Stock Exchange of a share of common stock on the date of vest, or if such day is a holiday, on the immediately preceding trading day, by (ii) the number of shares of common stock acquired upon vesting. Of the amount shown for Messrs. Daswani and Murphy and Mses. Henry, Reses and Whiteley, $943,338, $532,564, $4,556,665, $6,949,710, and $1,456,374, respectively, represents the value of shares withheld to cover tax withholding obligations upon vesting.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
49
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
50
|
•
|
a lump-sum payment equal to base salary (as of immediately before his or her termination) for a number of days equal to (i) 180 minus (ii) the number of days in the entire Transition Period (or, if, during the Transition Period, the named executive officer’s employment is terminated by us without cause or due to his or her death or disability, the number of days in (ii) will be the actual days worked during the Transition Period) (the “Severance Period”). Under the CEO’s change of control and severance agreement, the CEO will instead be entitled to a lump-sum payment equal to 75% of his annual base salary. Similarly, before the replacement of the other named executive officer’s old COC agreements in January 2020, such agreements provided for a payment of a lump sum payment (continuing payments with respect to Ms. Reses) equal to 75% of the named executive officer’s annual base salary;
|
•
|
a lump-sum payment equal to a pro rata portion (based on the number of full months the executive has worked during the performance period (measured, under the new COC agreements, as of the notice date we make a request for a Transition Period, if any) of the annual bonus that our named executive officer would have earned for the year of his or her termination if he or she had remained employed until eligible to receive the bonus;
|
•
|
a taxable lump-sum payment equal to the monthly COBRA premium required to continue health insurance coverage for our named executive officer and his or her eligible dependents through the end of the Severance Period regardless of whether our named executive officer elects COBRA coverage. Under the CEO’s change of control and severance agreement (and under the old COC agreements before their amendment and restatement), this taxable lump sum is equal to 9 months of such monthly COBRA premiums;
|
•
|
if the termination is due to reasons other than cause (excluding by reason of death or disability), each of the named executive officer’s then-outstanding time-based equity awards will immediately vest and become exercisable as to the number of shares subject to the time-based equity award that were otherwise scheduled to vest and become exercisable had the named executive officer remained employed with the company through the end of the Severance Period and no change of control occurred during the Severance Period. This provision was added under the new COC agreements, and does not apply to the CEO’s change of control and severance agreement; and
|
•
|
if a termination (including, under the new COC agreements an early termination of any company-requested Transition Period) occurs due to death or disability only, fully accelerated vesting and exercisability of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
51
|
•
|
a lump-sum payment equal to 100% of his or her annual base salary as of immediately before his or her termination (or, if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction), or, if such amount is greater, as of immediately before the change of control;
|
•
|
a lump-sum payment equal to 100% of his or her target annual bonus (for the year of his or her termination);
|
•
|
a taxable lump-sum payment equal to 12 months of the monthly COBRA premium required to continue health insurance coverage for our named executive officer and his or her eligible dependents regardless of whether our named executive officer elects COBRA coverage; and
|
•
|
100% accelerated vesting of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at the greater of actual performance or 100% of target levels.
|
•
|
death, then 100% of then-unvested portion of the holder’s outstanding Company equity awards immediately will vest, and if applicable, become fully exercisable, and
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
52
|
•
|
“disability” (as defined in the policy), then the holder’s outstanding Company equity awards that will vest, and if applicable, become fully exercisable will be based on the number of the holder’s fully-completed calendar years as an employee of ours or one of our subsidiaries as follows:
|
Years as an Employee
|
| |
Vesting Acceleration Percentage
|
1
|
| |
25%
|
2
|
| |
50%
|
3
|
| |
75%
|
4
|
| |
100%
|
Name
|
| |
Termination Without
Cause Outside Change of Control Period |
| |
|
| |
Termination
by Death or Disability |
| |
Termination Without Cause or
Termination for Good Reason Within Change of Control Period |
|||||||||
|
Cash
Compensation ($)(1) |
| |
Health Care
Benefits ($)(2) |
| |
Acceleration
of Equity Vesting ($)(3)(5) |
| |
Acceleration
of Equity Vesting ($)(4)(5) |
| |
Cash
Compensation ($)(6) |
| |
Health
Care Benefits ($)(7) |
| |
Acceleration
of Equity Vesting ($)(5)(8) |
||
Ms. Ahuja(9)
|
| |
225,000
|
| |
14,483
|
| |
2,379,595
|
| |
7,614,866
|
| |
450,000
|
| |
28,966
|
| |
7,614,866
|
Mr. Dorsey
|
| |
2.06
|
| |
546
|
| |
—
|
| |
—
|
| |
2.75
|
| |
728
|
| |
—
|
Ms. Henry
|
| |
225,000
|
| |
14,083
|
| |
5,990,693
|
| |
16,446,843
|
| |
450,000
|
| |
28,166
|
| |
16,446,843
|
Ms. Reses
|
| |
225,000
|
| |
14,083
|
| |
8,538,727
|
| |
16,653,376
|
| |
450,000
|
| |
28,166
|
| |
16,653,376
|
Ms. Whiteley
|
| |
225,000
|
| |
11,700
|
| |
1,502,812
|
| |
5,805,736
|
| |
450,000
|
| |
23,400
|
| |
5,805,736
|
(1)
|
Cash compensation consists of a lump-sum payment equal to 180 days of annual base salary (for Mr. Dorsey, 75% of annual base salary) (as of immediately before his or her termination) and a lump-sum payment equal to a pro rata portion of the annual bonus that our named executive officer would have earned for the year of his or her termination if he or she had remained employed until eligible to receive the bonus at December 31, 2019. Under the old COC agreements, this would have been a lump sum equal to 75% of annual base salary (continued payments with respect to Ms. Reses) and the same pro rata portion of the annual bonus, which as of December 31, 2019 would have equaled $337,500 for each of Mses. Ahuja, Henry, Reses and Whitely.
|
(2)
|
Health care benefits consist of a taxable lump-sum payment equal to six months (9 months for Mr. Dorsey) of the monthly COBRA premium required to continue health insurance coverage for our named executive officer and his or her eligible dependents regardless of whether our named executive officer elects COBRA coverage. Under the old COC agreements, this would have been a taxable lump sum equal to taxable lump-sum payment equal to nine months of such monthly COBRA premiums, which as of December 31, 2019 would have equaled $5,114 for Mr. Dorsey, $19,371 for Ms. Ahuja and $18,843 for each of Mses. Henry, Reses and Whitely.
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SQUARE 2020 Proxy Statement
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53
|
(3)
|
For each named executive officer, other than our CEO, we assumed 6 months of accelerated vesting of time-based equity awards, in accordance with the new COC agreements. The old COC agreements did not, and the CEO’s current change of control and severance agreement does not include this provision.
|
(4)
|
For named executive officers other than Mr. Murphy, in the event of a termination due to death or disability, fully accelerated vesting and exercisability of all outstanding equity awards, and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at 100% of target levels. For Mr. Murphy, in the event of a termination due to (a) death, fully accelerated vesting and exercisability of all outstanding equity awards or (b) disability, accelerated vesting and exercisability based on the number of completed years of employment.
|
(5)
|
For each named executive officer, the estimated benefit amount of unvested RSUs and RSAs was calculated by multiplying the number of unvested RSUs and RSAs by the closing price of our Class A common stock on December 31, 2019, which was $62.56. The estimated benefit amount of unvested stock options was calculated by multiplying the number of unvested stock options subject to acceleration held by the applicable named executive officer by the difference between the exercise price of the option and the closing price of our Class A common stock on December 31, 2019, which was $62.56.
|
(6)
|
Cash compensation consists of a lump-sum payment equal to 100% of each named executive officer’s annual base salary as of immediately before his or her termination (or, if the termination is due to a resignation for good reason based on a material reduction in base salary, then as of immediately before such reduction), or, if such amount is greater, as of immediately before the change of control, and a lump-sum payment equal to 100% of his or her target bonus for the year ended December 31, 2019.
|
(7)
|
Health care benefits consist of a taxable lump-sum payment equal to 12 months of the monthly COBRA premium required to continue health insurance coverage for our named executive officer and his or her eligible dependents regardless of whether our named executive officer elects COBRA coverage.
|
(8)
|
For each named executive officer, we assume 100% accelerated vesting of all outstanding equity awards.
|
(9)
|
Vesting of Ms. Ahuja’s options that were outstanding when her change of control and severance agreement was entered into would be accelerated upon a “change in control” (as defined in our 2015 Plan) as if she had been employed for an additional 12 months following the change in control. A total of 46,814 shares subject to Ms. Ahuja’s option, which has an exercise price per share of $72.94, would have accelerated under this provision upon a change in control occurring as of December 31, 2019. As of December 31, 2019, the closing price of a share of our Class A common stock on December 31, 2019 was $62.56, and therefore Ms. Ahuja would have realized no immediate value (calculated by multiplying the number of shares accelerated by the positive difference, if any, between the closing price of our Class A common stock on December 31, 2019 and the exercise price per share of the option) from this acceleration.
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SQUARE 2020 Proxy Statement
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54
|
| |
Plan Category
|
| |
Class of Common
Stock |
| |
(a) Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
| |
(b) Weighted
Average Exercise Price of Outstanding Options, Warrants and Rights(1) |
| |
(c) Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
Equity compensation plans approved by stockholders
|
| |
Class A(2)
|
| |
18,856,752
|
| |
$26.45
|
| |
98,427,436(4)
|
|
| |
Class B(3)
|
| |
18,196,638
|
| |
$8.48
|
| |
0
|
Equity compensation plans not approved by stockholders
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
Total
|
| |
Class A and Class B
|
| |
37,053,390
|
| |
$12.64
|
| |
98,427,436
|
(1)
|
The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account the shares of our common stock underlying RSUs and RSAs, which have no exercise price, or any rights granted under our 2015 Employee Stock Purchase Plan, as amended and restated (the “ESPP”).
|
(2)
|
Includes the following plans: our 2015 Plan and our ESPP. Our 2015 Plan provides that on the first day of each fiscal year beginning in fiscal 2016, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 40,000,000 shares, (ii) 5% of the outstanding shares of all classes of our capital stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our board of directors may determine. Our ESPP provides that on the first day of each fiscal year beginning in fiscal 2016, the number of shares of Class A common stock available for issuance thereunder is automatically increased by a number equal to the least of (i) 8,400,000 shares, (ii) 1% of the outstanding shares of all classes of our capital stock as of the last day of our immediately preceding fiscal year or (iii) such other amount as our board of directors may determine. On January 1, 2020, the number of shares of Class A common stock available for issuance under our 2015 Plan and our ESPP increased by 21,639,836 shares and 4,327,967 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above.
|
(3)
|
Includes the following plan: our 2009 Plan.
|
(4)
|
Consists of 14,294,425 shares of Class A common stock available under our ESPP, including shares subject to outstanding rights that were under offering periods in progress as of December 31, 2019, and 84,133,011 shares of Class A common stock available under our 2015 Plan.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
55
|
| |
•
|
each of our current directors and nominees for director;
|
•
|
each of our named executive officers;
|
•
|
all of our current directors and executive officers as a group; and
|
•
|
each person or group known by us to be the beneficial owner of more than 5% of our Class A or Class B common stock.
|
|
| |
Class A Common Stock
|
| |
Class B Common Stock+
|
| |
Percent of
Total Voting Power |
||||||
Name of Beneficial Owner
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||
5% Stockholders:
|
| |
|
| |
|
| |
|
| |
|
| |
|
The Vanguard Group(1)
|
| |
26,843,440
|
| |
7.47%
|
| |
—
|
| |
*
|
| |
2.32%
|
BlackRock, Inc.(2)
|
| |
18,820,745
|
| |
5.24%
|
| |
—
|
| |
*
|
| |
1.63%
|
Named Executive Officers and Directors:
|
| |
|
| |
|
| |
|
| |
|
| |
|
Jack Dorsey(3)
|
| |
—
|
| |
*
|
| |
59,297,392
|
| |
74.47%
|
| |
51.32%
|
Amrita Ahuja(4)
|
| |
140,908
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Alyssa Henry(5)
|
| |
553,933
|
| |
*
|
| |
1,600,000
|
| |
1.97%
|
| |
1.41%
|
Jacqueline Reses(6)
|
| |
2,661,656
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Sivan Whiteley(7)
|
| |
126,932
|
| |
*
|
| |
17,292
|
| |
*
|
| |
*
|
Mohit Daswani
|
| |
27,343
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
56
|
|
| |
Class A Common Stock
|
| |
Class B Common Stock+
|
| |
Percent of
Total Voting Power |
||||||
Name of Beneficial Owner
|
| |
Number
|
| |
Percent
|
| |
Number
|
| |
Percent
|
| ||
Timothy Murphy(8)
|
| |
27,726
|
| |
*
|
| |
110,000
|
| |
*
|
| |
*
|
Roelof Botha(9)
|
| |
980,234
|
| |
*
|
| |
3,932,076
|
| |
4.94%
|
| |
3.49%
|
Amy Brooks(10)
|
| |
331
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Paul Deighton
|
| |
44,067
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Randall Garutti
|
| |
12,483
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
James McKelvey(11)
|
| |
248,233
|
| |
*
|
| |
15,454,347
|
| |
19.41%
|
| |
13.40%
|
Mary Meeker(12)
|
| |
407,803
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Anna Patterson(13)
|
| |
9,387
|
| |
*
|
| |
—
|
| |
*
|
| |
*
|
Lawrence Summers(14)
|
| |
41,823
|
| |
*
|
| |
201,019
|
| |
*
|
| |
*
|
David Viniar(15)
|
| |
63,556
|
| |
*
|
| |
361,950
|
| |
*
|
| |
*
|
All current executive officers and directors as a group (15 persons)(16)
|
| |
5,552,860
|
| |
1.53%
|
| |
81,777,983
|
| |
99.15%
|
| |
69.36%
|
*
|
Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
|
+
|
Options to purchase shares of our Class B common stock included in this table may be early exercisable. To the extent such shares have not yet vested as of a given date, such shares will remain subject to repurchase by us at the original purchase price. The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis, such that each holder of Class B common stock beneficially owns an equivalent number of Class A common stock.
|
(1)
|
Based solely on a Schedule 13G/A, reporting beneficial ownership as of December 31, 2019, filed with the SEC on February 12, 2020, with sole dispositive power over 26,509,748 shares of Class A common stock, sole voting power over 275,717 shares of Class A common stock, shared dispositive power over 333,692 shares of Class A Common Stock and shared voting power over 93,449 shares of Class A common stock. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
|
(2)
|
Based solely on a Schedule 13G/A, reporting beneficial ownership as of December 31, 2019, filed with the SEC on February 10, 2020, with sole dispositive power over 18,820,745 shares of Class A common stock, and sole voting power over 16,580,225 shares of Class A common stock. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
|
(3)
|
Consists of (i) 51,544,566 shares of Class B common stock held of record by the Jack Dorsey Revocable Trust u/a/d 12/8/10, for which Mr. Dorsey serves as trustee, and (ii) 7,752,826 shares of Class B common stock held of record by the Jack Dorsey Remainder Trust u/a/d 6/23/10, for which Mr. Dorsey serves as trustee.
|
(4)
|
Consists of (i) 108,342 shares of Class A common stock held of record by Ms. Ahuja, and (ii) 32,566 shares of Class A common stock subject to options exercisable within 60 days of March 31, 2020, of which 28,495 shares are vested as of such date.
|
(5)
|
Consists of (i) 291,290 shares of Class A common stock held of record by Ms. Henry, (ii) 1,600,000 shares of Class B common stock subject to options exercisable within 60 days of March 31, 2020, of which all shares are vested as of such date, (iii) 231,755 shares of Class A
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
57
|
(6)
|
Consists of (i) 145,070 shares of Class A common stock held of record by Ms. Reses, (ii) 2,494,427 shares of Class A common stock subject to options exercisable within 60 days of March 31, 2020, of which 2,458,983 shares are vested as of such date, and (iii) 22,159 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020.
|
(7)
|
Consists of (i) 81,395 shares of Class A common stock held of record by Ms. Whiteley, (ii) 17,292 shares of Class B common stock subject to options exercisable within 60 days of March 31, 2020, of which all shares are vested as of such date, (iii) 38,186 shares of Class A common stock subject to options exercisable within 60 days of March 31, 2020, of which 33,045 shares are vested as of such date, and (iv) 7,351 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020.
|
(8)
|
Consists of (i) 23,447 shares of Class A common stock held of record by Mr. Murphy, (ii) 110,000 shares of Class B common stock subject to options exercisable within 60 days of March 31, 2020, of which all shares are vested as of such date, and (iii) 4,279 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020.
|
(9)
|
Based on a Schedule 13G, reporting beneficial ownership as of December 31, 2018, filed with the SEC on February 14, 2019, and a Form 4 filed with the SEC on March 5, 2020, the shares consist of (i) 4,419 shares of Class A common stock held of record by Mr. Botha, (ii) a total of 528,855 shares of Class A common stock held of record by Mr. Botha’s estate planning vehicles, (iii) 262 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020, (iv) 224,994 shares of Class A common stock held of record by Sequoia Capital U.S. Venture 2010-Seed Fund, L.P., (v) 3,474,777 shares of Class B common stock held of record by Sequoia Capital U.S. Venture 2010 Fund, L.P., (vi) 77,067 shares of Class B common stock held of record by Sequoia Capital U.S. Venture 2010 Partners Fund, L.P., (vii) 380,232 shares of Class B common stock held of record by Sequoia Capital U.S. Venture 2010 Partners Fund (Q), L.P. (the funds (iv)-(vii) collectively, the “SC 2010 Funds”), (viii) 212,859 shares of Class A common stock held of record by Sequoia Capital U.S. Growth Fund IV, LP and (ix) 8,845 shares of Class A common stock held of record by Sequoia Capital USGF Principals Fund IV, LP (the funds (viii)-(ix) collectively, the “SC USGF Funds”). SC US (TTGP), Ltd., where Mr. Botha is a director, is the general partner of SC U.S. Venture 2010 Management, L.P. (which is the general partner of each of the SC 2010 Funds), and is also the general partner of SCGF IV Management, L.P. (which is the general partner of each of the SC USGF Funds). Mr. Botha disclaims beneficial ownership of the securities held by the SC 2010 Funds and the SC USGF Funds. The address of each Sequoia entity is 2800 Sand Hill Road, Suite 101, Menlo Park, CA 94025.
|
(10)
|
Consists of (i) 129 shares of Class A common stock held of record by Ms. Brooks, and (ii) 202 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020.
|
(11)
|
Consists of (i) 73,043 shares of Class A common stock and 2,407,000 shares of Class B common stock held of record by Mr. McKelvey, (ii) 13,047,347 shares of Class B common stock held of record by the James McKelvey, Jr. Revocable Trust dated July 2, 2014, for which Mr. McKelvey serves as trustee, (iii) 175,000 shares of Class A common stock held of record by the Anna Elefteria Ntenta Revocable Trust dated November 30, 2017, and (iv) 190 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020.
|
(12)
|
Consists of (i) 393,517 shares of Class A common stock held of record by Ms. Meeker, (ii) 262 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020, (iii) 8,207 shares of Class A common stock held of record by KPCB DGF Associates, LLC, and (iv) 5,817 shares of Class A common stock held in the name of KPCB sFund Associates, LLC. John Doerr, Ted Schlein, Brook Byers, Bing Gordon and Mary Meeker are managing members of KPCB DGF Associates, LLC, the managing member of the DGF Funds, and share voting and dispositive power over the shares held for the account of the DGF Funds. John Doerr, Ted
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
58
|
(13)
|
Consists of (i) 9,149 shares of Class A common stock held of record by Ms. Patterson, and (ii) 238 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020.
|
(14)
|
Consists of (i) 14,441 shares of Class A common stock and 89,133 shares of Class B common stock held of record by Dr. Summers, and (ii) 27,382 shares of Class A common stock and 111,886 shares of Class B common stock held of record by the LHS 2017 Qualified Annuity Trust—Square, for which Dr. Summers serves as trustee.
|
(15)
|
Consists of (i) 63,258 shares of Class A common stock and 35,000 shares of Class B common stock held of record by Mr. Viniar, (ii) 326,950 shares of Class B common stock subject to options exercisable within 60 days of March 31, 2020, all of which shares are vested as of such date, and (iii) 298 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020.
|
(16)
|
Consists of (i) 2,490,909 shares of Class A common stock and 78,919,834 shares of Class B common stock held of record by our current executive officers and directors, (ii) 2,975,840 shares of Class A common stock subject to options exercisable within 60 days of March 31, 2020, of which 2,897,728 are vested as of such date, (iii) 2,858,149 shares of Class B common stock subject to options exercisable within 60 days of March 31, 2020, of which 2,842,816 are vested as of such date, and (iv) 86,111 shares of Class A common stock subject to RSUs that vest within 60 days of March 31, 2020.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
59
|
| |
•
|
the median of the annual total compensation of all our employees (determined as described below, and other than our CEO) was $164,369 and
|
•
|
the annual total compensation of our CEO, as reported in the Summary Compensation Table included elsewhere in this proxy statement, was $2.75.
|
1.
|
We determined that, as of December 31, 2019, our employee population consisted of 3,837 individuals working at our parent company and consolidated subsidiaries (as reported in Item 1, Business, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (our “Annual Report”)), with approximately 3,646 of these individuals located in the U. S. and Canada (approximately 3,509 in the U.S. and 137 in Canada). This population consisted of our full-time employees. As noted below, it did not include independent contractors. We did not retain or engage any part-time employees, temporary workers or similar workers as of December 31, 2019.
|
2.
|
We have chosen to exclude the approximately 191 employees located outside of the U.S. and Canada (90 in Australia, 31 in Japan, 28 in the United Kingdom, 27 in Ireland and 15 in China) from the determination of the “median employee,” given the small number of employees in those jurisdictions and the estimated costs of obtaining their compensation information. In total, we excluded less than 5% of our non-U.S. workforce from the identification of the “median employee,” as permitted by SEC rules.
|
3.
|
To identify the “median employee” from our U.S. and Canada employee population, we combined the actual salary, bonus, commissions and other taxable benefits (other than related to equity awards and our ESPP) as reflected in our payroll records as reported to the Canada Revenue Agency on Form T4 and the Internal Revenue Service on Form W-2 for 2019 and the match paid to our U.S employees under our 401(k) Plan, along with the aggregate grant date fair value of equity awards granted to employees in 2019.
|
4.
|
We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying the “median employee.”
|
5.
|
Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $164,369; and
|
6.
|
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total Compensation” column of our 2019 Summary Compensation Table included in this proxy statement.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
60
|
| |
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of any class of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
61
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
62
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
63
|
| |
•
|
the election of three Class II directors to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified;
|
•
|
a proposal to approve, on an advisory basis, the compensation of our named executive officers;
|
•
|
a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020;
|
•
|
a stockholder proposal regarding employee representation on the board of directors, if properly presented at the Annual Meeting; and
|
•
|
any other business as may properly come before the Annual Meeting.
|
•
|
“FOR” the election of each of Roelof Botha, Amy Brooks and James McKelvey as Class II directors;
|
•
|
“FOR” the approval, on an advisory basis, of the compensation of our named executive officers;
|
•
|
“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020; and
|
•
|
“AGAINST” the stockholder proposal regarding employee representation on the board of directors.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
64
|
•
|
Proposal No. 1: The election of directors requires a plurality of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the three nominees who receive the largest number of votes cast “For” such nominees are elected as directors. As a result, any shares not voted “For” a particular nominee, whether as a result of a withhold vote or a broker non-vote (described below), will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “For” or “Withhold” on each of the nominees for election as a director.
|
•
|
Proposal Nos. 2, 3 and 4: The non-binding advisory vote on our executive compensation, approval of the ratification of the appointment of the independent registered public accounting firm and the stockholder proposal regarding employee representation on the board of directors each requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. You may vote “For,” “Against” or “Abstain” with respect to these proposals. Abstentions are considered shares present and entitled to vote on these proposals, and thus, will have the same effect as a vote “Against” these proposals. To the extent there are any broker non-votes, they will have no effect on the outcome of these proposals.
|
|
| |
SQUARE 2020 Proxy Statement
|
| |
65
|
•
|
by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 15, 2020 (please have your Notice or proxy card in hand when you visit the website);
|
•
|
by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 15, 2020 (please follow the instructions on your proxy card or voting instruction form from your broker provided to you by email or over the Internet);
|
•
|
by completing and mailing your proxy card (if you received printed proxy materials) to be received prior to the Annual Meeting; or
|
•
|
by attending the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2020, where you may vote and submit questions during the meeting. Please have your Notice, proxy card or the instructions that accompanied your proxy materials in hand when you visit the website.
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SQUARE 2020 Proxy Statement
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66
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•
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entering a new vote by Internet or by telephone;
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completing and returning a later-dated proxy card;
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notifying the Corporate Secretary of Square, Inc., in writing, at Square, Inc., 1455 Market Street, Suite 600, San Francisco, California 94103; or
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attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).
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SQUARE 2020 Proxy Statement
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67
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SQUARE 2020 Proxy Statement
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68
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•
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By Internet: www.proxyvote.com
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•
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By telephone: 1-800-579-1639
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•
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By email: sendmaterial@proxyvote.com
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SQUARE 2020 Proxy Statement
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69
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•
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not earlier than the close of business on February 16, 2021; and
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•
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not later than the close of business on March 18, 2021.
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•
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the 90th day prior to the 2021 annual meeting of stockholders; or
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•
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the 10th day following the day on which public announcement of the date of the 2021 annual meeting of stockholders is first made if such first public announcement is less than 100 days prior to the date of the 2021 annual meeting of stockholders.
|
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SQUARE 2020 Proxy Statement
|
| |
70
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| |
|
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SQUARE 2020 Proxy Statement
|
| |
71
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