Form 4: Alphabet Director R. Martin Chavez Receives Annual Stock Unit Grant

Alphabet Inc. Director R. Martin Chavez has been granted 2,016 Class C Google Stock Units as part of his annual director compensation, with vesting scheduled through 2029.

Summary

• R. Martin Chavez, a Director of Alphabet Inc. (GOOGL), acquired 2,016 Class C Google Stock Units (GSUs) on July 2, 2025, as an annual director grant.
• These newly acquired GSUs will vest over approximately 48 months, with 1/48th vesting on the 25th day of each month for the first 19 months, and then on the 1st day of each month for the subsequent 29 months, contingent on continued board service.
• Following this transaction, R. Martin Chavez beneficially owns a total of 7,322 unvested Class C Google Stock Units and 8,453 shares of Class C Capital Stock.
• Existing GSU grants (2,404 units and 1,430 units) continue to vest monthly on the 25th day of each month, with a portion having vested on July 25, 2023.
• Another existing GSU grant of 1,472 units vests monthly on the 25th day for 31 months and then on the 1st day for 17 months.

Sentiment

Score: 7

Explanation: The filing indicates a routine annual equity grant to a director, which is a positive sign of continued board member alignment and retention. There are no negative or unexpected elements.

Positives

• The grant of 2,016 Class C Google Stock Units to Director R. Martin Chavez aligns his interests with long-term shareholder value.
• The annual director grant indicates continued compensation and retention of key board members.

Risks

• Vesting of all Google Stock Units is subject to R. Martin Chavez's continued service on the Board on the applicable vesting dates.

Future Outlook

The newly granted 2,016 Class C Google Stock Units will vest over approximately 48 months, with vesting occurring monthly on specific dates, subject to the director's continued service on the board. Other existing GSU grants also have ongoing monthly vesting schedules.

Industry Context

This Form 4 filing reflects a routine equity compensation practice for directors at large publicly traded technology companies like Alphabet Inc., where stock units are commonly used to align director incentives with long-term shareholder value and retain experienced board members.

Comparison to Industry Standards

• The use of Google Stock Units (GSUs) as a form of director compensation is standard practice among major technology companies, similar to how Apple, Microsoft, and Amazon compensate their non-employee directors with restricted stock units (RSUs) or similar equity awards.
• The vesting schedule, typically over several years and contingent on continued service, is consistent with corporate governance best practices aimed at fostering long-term commitment and alignment.
• The grant size of 2,016 GSUs for an annual director grant is within the typical range for a company of Alphabet's market capitalization, comparable to annual equity grants observed at peer companies for similar board roles.

Related Party Transactions

• The grant of 2,016 Class C Google Stock Units to R. Martin Chavez, a Director of Alphabet Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with long-term shareholder value through equity-based compensation.

Next Steps

• Ongoing monthly vesting of 2,016 Class C Google Stock Units, starting July 25, 2025, for 19 months, then on the 1st day of each month for 29 months.
• Ongoing monthly vesting of 2,404 and 1,430 Class C Google Stock Units on the 25th day of each month.
• Ongoing monthly vesting of 1,472 Class C Google Stock Units on the 25th day for 31 months, then on the 1st day for 17 months.

Key Dates

Keywords

Alphabet Inc., GOOGL, R. Martin Chavez, SEC Form 4, Insider Trading, Stock Grant, Google Stock Units, Director Compensation, Equity Compensation, Vesting Schedule