Robin Washington
About Robin L. Washington
Independent director since 2019 (age 62); Chair of Alphabet’s Leadership Development, Inclusion and Compensation Committee (LDICC) and member of the Audit and Compliance Committee (ACC). Former EVP & CFO of Gilead Sciences (2008–2019; advisory through March 2020), CFO of Hyperion Solutions (2006–2007), senior finance executive at PeopleSoft (1996–2005), with earlier roles at Tandem Computers, the Federal Reserve Bank of Chicago, and Deloitte. Education: BBA, University of Michigan; MBA, Pepperdine University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences, Inc. | EVP & CFO; oversaw Global Finance, Facilities & Operations, IR, IT | May 2008–Nov 2019; Advisory Nov 2019–Mar 2020 | Led finance and operations for large-cap biopharma; public company CFO experience |
| Hyperion Solutions Corporation | Chief Financial Officer | Jan 2006–Jun 2007 | Enterprise software CFO; systems and controls experience |
| PeopleSoft, Inc. | SVP & Corporate Controller; senior finance roles | 1996–2005 | ERP systems, controllership, compliance |
| Tandem Computers | Director of Finance | (prior to PeopleSoft) | Hardware/infra finance experience |
| Federal Reserve Bank of Chicago | Accounting Analyst | (early career) | Macro/financial reporting exposure |
| Deloitte | Senior Auditor | (early career) | Audit, controls, GAAP compliance |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Salesforce, Inc. | President and Chief Operating and Financial Officer | Mar 2025 | Also current public company directorship: Salesforce, Inc. |
| University of Michigan | President’s Council & Ross Business School Advisory Board | Ongoing | Higher-education governance |
| Mastercard Foundation | Board of Directors | Ongoing | Philanthropy/governance |
| Financial Accounting Foundation | Board of Trustees | Ongoing | Standard-setting oversight (FAF) |
| Honeywell International, Inc. | Director (past 5 years) | Prior | Former public company board service |
| Vertiv Holdings Co. | Director (past 5 years) | Prior | Former public company board service |
Board Governance
- Committee assignments: LDICC Chair; ACC member. ACC held 11 meetings in 2024; LDICC held 4 meetings and acted by unanimous written/electronic consent 10 times, indicating high committee workload and oversight cadence .
- Independence: Board determined Robin is independent under Nasdaq and SEC standards; Alphabet’s key committees (ACC, LDICC, NCGC) are 100% independent .
- Attendance: The Board held six meetings in 2024; each director attended at least 75% of Board and applicable committee meetings (exception noted for Larry Page). Robin met the ≥75% threshold .
- Leadership structure and effectiveness: Independent Board Chair (John Hennessy); executive sessions of independent directors at all quarterly Board and committee meetings; annual Board and committee evaluations/self-assessments; committee chair reviews at least every three years .
- Compensation Committee interlocks: None; no Alphabet executive serves on a board whose executive serves on Alphabet’s Board/Compensation Committee .
- Stockholder engagement and oversight: Active engagement across governance, compensation, sustainability, content moderation, privacy/security, human rights, and responsible AI; LDICC oversees human capital, succession, clawback policy, equity plans, peer benchmarking, and compensation risk .
Fixed Compensation (Director)
Alphabet’s non-employee director program: $75,000 annual cash retainer and $350,000 annual Class C Google Stock Units (GSUs) grant; grants on the first non-holiday Wednesday following the annual meeting; GSUs vest monthly (1/48th) with accelerated vesting upon death; non-employee director annual award cap $1.5 million; minimum stock ownership requirement of $1.0 million within five years (all directors in compliance as of 12/31/2024) .
| Component | 2024 Amount | Grant Date | Mechanics/Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | July 3, 2024 | Payable in arrears for service between the 2023 and 2024 annual meetings |
| Annual equity (GSUs) | $370,693 (grant-date FV) | July 3, 2024 | Target $350,000; grant-date price $187.39; includes incremental fair value from dividend equivalent rights adoption |
| Total | $445,693 | — | Cash + stock for Robin L. Washington |
| Outstanding director GSUs (as of 12/31/2024) | 5,040 units | — | Unvested Class C GSUs balance |
Vesting schedule detail: GSUs vest 1/48th monthly from the month following grant (25th day for 31 months; 1st day for final 17 months), subject to service; immediate vesting upon death .
Performance Compensation
Non-employee directors at Alphabet receive time-based GSUs (no PSUs/options); performance pay design is overseen by LDICC for executives and uses multi-year PSUs with relative TSR metrics.
| Performance metric | Design | Period | Payout range | Vesting |
|---|---|---|---|---|
| Relative TSR vs S&P 100 (executive PSUs) | Linear interpolation across percentile bands; TSR modifier aligns to peer out/underperformance | 2024–2026 (current cycle for most NEOs); 2025–2027 (approved Feb 28, 2025) | 0%–200% of target | Vests after performance period upon LDICC certification; PSUs and GSUs settle in Class C stock |
Recent certification outcomes (context for LDICC oversight):
- 2022–2024 PSUs: Ruth Porat, Prabhakar Raghavan, Philipp Schindler, Kent Walker earned 98.99% of target based on TSR percentile rank; vesting certified Jan 9, 2025 .
- 2023–2024 Sundar Pichai Tranche A PSUs: Earned 200% of target (TSR 83.84th percentile); certified Jan 23, 2025 .
Other Directorships & Interlocks
| Company | Role | Committee roles (if disclosed) | Interlock/Notes |
|---|---|---|---|
| Salesforce, Inc. | President & COO/CFO; Director | Not disclosed in Alphabet proxy | Large-cap software; LDICC monitors independence and outside commitments under governance policies; Alphabet policy limits directors to ≤4 public boards including Alphabet; Robin is in compliance |
| Honeywell International, Inc. | Former Director (past 5 years) | — | Prior industrial exposure |
| Vertiv Holdings Co. | Former Director (past 5 years) | — | Prior technology/infra exposure |
Alphabet related-party transactions disclosures list items involving LTA, BCH (Brin/Page/Schmidt), and co-investments with Kleiner Perkins (Doerr); no Robin-related party transactions disclosed .
Expertise & Qualifications
- Extensive financial and management expertise and global business leadership; current Salesforce President & COO/CFO; prior CFO roles at Gilead and Hyperion; senior finance leadership at PeopleSoft .
- In-depth knowledge in life sciences and technology; audit, controls, capital markets experience; global board perspective .
Equity Ownership
| Ownership element | Amount | As-of date | Notes |
|---|---|---|---|
| Class A voting shares | — | Apr 8, 2025 | No Class A voting shares reported for Robin; table excludes non-voting Class C |
| Class B voting shares | — | Apr 8, 2025 | No Class B voting shares reported for Robin |
| Director GSUs (Class C, unvested) | 5,040 units | Dec 31, 2024 | Unvested director equity balance |
| Director ownership guideline | $1.0 million minimum | Dec 31, 2024 | All non-employee directors met guideline |
| Hedging/pledging policy | Prohibited for directors and employees | Policy in effect | No pledging or hedging of Alphabet stock allowed |
Section 16(a) compliance: Directors timely filed required reports in 2024; noted exceptions did not involve Robin (exceptions: Ruth’s charitable gifts; Amie Thuener’s sale) .
Governance Assessment
- Board effectiveness and independence: Robin chairs LDICC (key compensation/governance levers) and sits on ACC (risk, controls, compliance), aligning her finance expertise with oversight of pay-for-performance, clawbacks, stock ownership requirements, executive succession, and compensation risk. ACC’s broad remit (financial reporting, auditor oversight, privacy/security, competition, civil/human rights, sustainability, operational resilience) complements LDICC’s human capital and incentive design oversight, supporting investor confidence .
- Attendance and engagement: Met ≥75% attendance threshold; committee workloads indicate active engagement (ACC 11 meetings; LDICC 4 meetings plus 10 consents) .
- Alignment and safeguards: Director ownership requirement met; prohibition on hedging/pledging; annual evaluations; executive sessions; LDICC uses independent compensation consultants (Compensia, Semler Brossy) with no conflicts; clawback policy adopted in October 2023; non-employee director annual award cap $1.5 million .
- Potential conflicts and interlocks: Robin’s executive role at Salesforce is a potential time-commitment/interlock consideration; mitigants include Alphabet’s limit of ≤4 public boards including Alphabet, regular Governance Committee review of outside commitments and independence, and no Robin-related party transactions disclosed by Alphabet .
- Red flags: None disclosed specific to Robin—no related-party transactions, no hedging/pledging, no Section 16(a) filing issues; Compensation Committee interlocks absent .
Overall signal: Strong governance alignment and committee leadership, with robust pay-for-performance oversight and risk controls; monitor external executive demands at Salesforce for continued independence, attendance, and workload capacity under Alphabet’s outside board/commitment policies .