Ram Shriram

About K. Ram Shriram

Independent director of Alphabet since 1998; age 68 as of April 8, 2025. Managing Partner at Sherpalo Ventures with prior operating roles at Amazon (VP, Business Development, Aug 1998–Sep 1999), Junglee (President), and early executive team member at Netscape; B.S. in Mathematics from the University of Madras. Serves on the Leadership Development, Inclusion and Compensation Committee (LDICC) and is designated independent under Nasdaq/SEC standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Amazon.com, Inc.	Vice President, Business Development	Aug 1998–Sep 1999	—
Junglee Corporation	President	Not disclosed (acquired in 1998)	—
Netscape Communications	Early executive team member	Not disclosed	—

External Roles

Organization	Role	Tenure	Committees/Impact
Sherpalo Ventures, LLC	Managing Partner	Since Jan 2000	Venture investing
Yubico AB	Director	Not disclosed	—
Council on Foreign Relations	Member	Not disclosed	—
Stanford Health Care	Board of Trustees	Not disclosed	—
Indiaspora	Charter Member	Not disclosed	—

Board Governance

Independence: Board determined Shriram is independent; all nominees except Page, Brin, Pichai are independent.
Committee assignments: Member of LDICC (Compensation Committee); not Chair. LDICC members are Robin L. Washington (Chair), L. John Doerr, and K. Ram Shriram.
Attendance and engagement: Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings (except Larry Page missed two special meetings). LDICC met four times and acted by unanimous written/electronic consent ten times. Executive sessions of independent directors occur at each quarterly Board and committee meeting.
Stock ownership guidelines: Minimum $1.0 million in Alphabet stock for non-employee directors; all met as of Dec 31, 2024. Hedging and pledging by directors prohibited.
Shareholder vote support (Director Elections):

Measure	2024 Annual Meeting	2025 Annual Meeting
Votes For	10,988,363,051	11,113,038,575
Votes Against	1,657,829,583	1,394,859,071
Abstentions	6,263,641	7,717,376
Broker Non-Votes	584,773,150	619,907,425

Fixed Compensation

Program design: Annual cash retainer $75,000 and annual Class C GSU grant of $350,000; grant date July 3, 2024 with per-share grant value $187.39; GSUs vest monthly over 48 months; immediate vesting upon death; overall director awards capped at $1.5 million/year; expenses reimbursed.

2024 Director Compensation (Alphabet):

Component	Amount ($)	Notes
Fees Earned or Paid in Cash	75,000	Annual retainer
Stock Awards	370,693	Includes incremental fair value modification of $4,720 due to dividend equivalents
All Other Compensation	—	None disclosed
Total	445,693	—
Outstanding Class C GSUs (12/31/2024)	5,040	Unvested GSUs outstanding

Compensation governance: Director program jointly reviewed by Governance and Compensation Committees; independent consultants Compensia Inc. and Semler Brossy advise the Compensation Committee; consultants evaluated for independence and no conflicts.

Performance Compensation

Alphabet does not disclose performance-based metrics for non-employee director compensation; directors receive fixed cash retainers and time-based GSUs vesting monthly; no director PSUs are described.

Performance Metric	Applied to Director Pay?	Source
Revenue growth, TSR, EBITDA, ESG goals	Not disclosed/applicable to directors
Time-based vesting for GSUs	Yes

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict
Yubico AB	Director	No Alphabet related-party transaction involving Shriram disclosed; no interlock noted in filings.

Expertise & Qualifications

Global business leadership and venture investing; prior senior operating roles at Amazon, Junglee, and Netscape.
Technology and investment expertise aligned with Alphabet’s strategic oversight needs.

Equity Ownership

Beneficial ownership as of April 8, 2025 (Class A common stock):

Metric	Amount
Class A Shares Beneficially Owned	1,890,174 (less than 1%)
Ownership % of Class A Outstanding	* (<1%)
Breakdown (Class A)	264,400 shares held by spouse; 337,680 shares held by Janket Ventures L.P.; 320,864 shares held by 2021 RS Irrevocable Trust (Ram sole trustee); 319,344 shares held by 2021 VS Irrevocable Trust (spouse sole trustee); 187,710 shares held by 2022 RS Irrevocable Trust (Ram sole trustee); 187,710 shares held by 2022 VS Irrevocable Trust (spouse sole trustee); each GRAT has a 5-year term with sole voting/dispositive power by Ram/spouse; Ram has voting/investment authority over Janket Ventures L.P.
Class B Shares Beneficially Owned	— (none disclosed)
Director GSUs Outstanding (12/31/2024)	5,040 GSUs (Class C)
Hedging/Pledging	Prohibited by policy for directors
Compliance with Director Ownership Guidelines	All non-employee directors met $1.0M guideline as of Dec 31, 2024

Governance Assessment

Board effectiveness: Shriram is an independent, long-tenured director on the LDICC overseeing executive compensation, equity plans, leadership development, and clawback policy implementation; LDICC met four times in 2024 and executed ten written consents, indicating active engagement.
Investor confidence signals: Strong shareholder support for his re-election in 2024 and 2025; compliance with director ownership guidelines; prohibitions on hedging/pledging enhance alignment; no related-party transactions involving Shriram disclosed.
Compensation structure: Director pay is modest and primarily equity-based with long-term vesting; 2024 introduction of dividend equivalent rights increased the fair value of unvested awards, but structure remains standard for large-cap technology boards.
RED FLAGS: None identified in filings—no pledging or hedging, no related-party transactions, and attendance at least 75% of Board/committee meetings.

Note: Alphabet’s advisory “say-on-pay” for executives is held every three years; next scheduled in 2026.