Frances Arnold

About Frances H. Arnold

Frances H. Arnold, 68, is an independent director of Alphabet (Google) since 2019 and serves on the Nominating and Corporate Governance Committee. She is the Linus Pauling Professor of Chemical Engineering, Bioengineering and Biochemistry at Caltech, directs the Donna and Benjamin M. Rosen Bioengineering Center, and is a Nobel Laureate in Chemistry, with core credentials in protein engineering and directed evolution. Other memberships include the U.S. National Academies of Science, Medicine, and Engineering, and The American Academy of Arts and Sciences .

Past Roles

Organization	Role	Tenure	Committees/Impact
California Institute of Technology	Linus Pauling Professor of Chemical Engineering, Bioengineering, and Biochemistry; Director, Rosen Bioengineering Center; manages research group	Joined 1986 (various roles: Visiting Associate, Assistant Professor, Professor, Director)	Laboratory focuses on protein engineering by directed evolution; notable honors include Nobel Prize in Chemistry
President’s Council of Advisors on Science and Technology	Former co-chair	N/D	Leadership and management experience cited by Alphabet

External Roles

Organization	Role	Tenure	Notes
Illumina, Inc.	Director (public company)	Current	Listed under “Other Public Company Directorship”
Stanford Doerr School of Sustainability	Advisory Council member	Current	Governance/technical advisory role
Applied Materials	Growth Technical Advisory Board member	Current	Technical advisory role
U.S. National Academies of Science, Medicine, and Engineering	Member	Current	Professional recognition
The American Academy of Arts and Sciences	Member	Current	Professional recognition

Board Governance

Independence: Independent director; Alphabet’s key committees (Audit and Compliance, Leadership Development, Inclusion and Compensation, and Nominating and Corporate Governance) are 100% independent .
Committee assignments: Nominating and Corporate Governance Committee member; committee currently comprises John L. Hennessy (Chair) and Frances H. Arnold .
Attendance: Board held six meetings in 2024; each director attended at least 75% of Board and applicable committee meetings (exception noted only for Larry Page, not Arnold) .
Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting; committees also meet in executive session .
Board effectiveness: Annual self-assessment; continuing education encouraged and overseen by Governance Committee .

Fixed Compensation

Component (Directors)	2024 Amount	Notes
Annual cash retainer	$75,000	Standard non-employee director cash retainer
Stock awards (GSUs) – grant date fair value	$370,681	Includes annual grant and incremental fair value from dividend equivalent rights modification; grant date fair value per share $187.39 (July 3, 2024 GSU grant)
Additional Chair premiums	N/A	Arnold is not a committee chair; Audit Chair and Board Chair receive additional retainers, not applicable to Arnold

Program design specifics:

Standard annual director grant: $350,000 in Class C GSUs, payable in arrears; GSUs vest monthly over 48 months; begin vesting the 25th day of the month after grant for 31 months, then 1st day monthly for 17 months; immediate vest on death .
Ownership guideline: Directors must hold at least $1.0 million of Alphabet stock within five years; all non-employee directors met the requirement as of Dec 31, 2024 .
Reimbursements: Reasonable out-of-pocket expenses for Board/committee attendance .
Cap: Under the 2021 Stock Plan, total stock + cash awards per non-employee director limited to $1.5 million per calendar year .

Performance Compensation

Element	Details
Performance-based director pay	None disclosed; director compensation comprised cash retainer and time-vested GSUs (no performance conditions)

Other Directorships & Interlocks

Company	Role	Potential Interlocks/Notes
Illumina, Inc.	Director	No Alphabet-related related-party transactions disclosed involving Arnold; Governance Committee reviews independence and outside commitments; directors limited to four public boards including Alphabet

Expertise & Qualifications

Technical expertise: Directed evolution, protein engineering; global perspective from other boards; leadership experience managing a research group and national science advisory roles .
Board qualifications: Alphabet highlights technology and innovation, global business, finance, nonprofit board, and leadership experience across the Board; Arnold is cited for leadership/management and global business perspective .
Education: B.S. in mechanical and aerospace engineering (Princeton); Ph.D. in chemical engineering (UC Berkeley) .
Awards: Nobel Prize in Chemistry; Millennium Technology Prize; National Inventors Hall of Fame; ENI Prize; U.S. National Medal of Technology and Innovation; Draper Prize; Fellow of National Academy of Inventors .

Equity Ownership

Measure	As of/Detail	Value/Units
Voting shares beneficially owned (Class A/B)	April 8, 2025	None reported in voting ownership table (Class C non-voting not included)
Class C GSUs outstanding	Dec 31, 2024	5,040 GSUs outstanding
Insider transactions (2025)	Jul 30, 2025	Sold 101 Class C shares at $196.31; post-transaction beneficial ownership 17,490 shares; filed under Rule 10b5-1 plan
Insider transactions (2025)	Oct 30, 2025	Form 4 indicates transactions pursuant to Rule 10b5-1 plan adopted Jul 26, 2024; director GSUs vest monthly per schedule
Policy constraints	Hedging/pledging prohibited for directors; insider trading policy filed with 10-K; director ownership guidelines as above

Governance Assessment

Strengths
- Independent director since 2019; member of Governance Committee overseeing Board effectiveness, director succession, and independence determinations .
- Strong scientific and innovation credentials (Nobel Prize; Caltech leadership) relevant to Alphabet’s AI-first strategy and responsible technology oversight; Board emphasizes technology/innovation expertise .
- Compliance with stock ownership guidelines; prohibitions on hedging and pledging support alignment; director compensation mix balances cash and long-term equity .
- Attendance threshold met; executive sessions provide independent oversight of management .
Potential risks/conflicts
- External board role at Illumina noted; no related-party transactions disclosed involving Arnold; Alphabet reviews outside commitments and enforces a four-board limit including Alphabet .
- Small, periodic sales in 2025 executed under a pre-adopted Rule 10b5-1 plan; volumes are de minimis and consistent with routine portfolio management; GSUs vest monthly per plan .
Related-party exposure
- Alphabet discloses related-party transactions (e.g., hangar licensing with entities affiliated with founders; CapitalG/GV co-investments with Kleiner Perkins) with Audit Committee review; no material interests or transactions identified for Arnold .
Committee effectiveness signals
- Governance Committee responsibilities include independence determinations, Board/committee evaluations, director succession, and stockholder proposal oversight—active governance role supporting investor confidence .

Director Compensation Detail (Alphabet-wide program context)

Item	Policy/Practice
Non-employee director compensation	$75k cash retainer; $350k annual Class C GSU grant; 48-month monthly vesting; death acceleration; $1.5m annual cap on director awards; five-year $1.0m ownership requirement (met by all as of 12/31/24)
Arnold 2024 compensation	$75,000 cash; $370,681 stock awards fair value; 5,040 GSUs outstanding (12/31/24)

RED FLAGS: None disclosed specific to Arnold on attendance, related-party transactions, hedging/pledging, or pay anomalies. Insider trades were minimal and pursuant to a Rule 10b5-1 plan .