Roger Ferguson
Director at GOOGL
Board
About Roger W. Ferguson Jr.
Roger W. Ferguson Jr. is an independent director of Alphabet (GOOGL) who has served on the Board since 2016 and currently chairs the Audit and Compliance Committee; he is 73 years old . He is CIO of Red Cell Partners (since Aug 2022), a member of McKinsey & Company’s External Advisory Group (since Feb 2023), and a Distinguished Fellow at the Council on Foreign Relations (since May 2021) . His prior roles include President & CEO of TIAA (2008–2021), senior leadership at Swiss Re (2006–2008), Vice Chairman of the U.S. Federal Reserve (1999–2006; Board member since 1997), and partner at McKinsey (1984–1997) . He holds a BA in economics, a PhD in economics, and a JD, all from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Cell Partners | Chief Investment Officer | Aug 2022–present | Investment leadership; venture capital exposure |
| McKinsey & Company | External Advisory Group (member) | Feb 2023–present | External advisory input |
| Council on Foreign Relations | Steven A. Tananbaum Distinguished Fellow for International Economics | Since May 2021 | Thought leadership in international economics |
| TIAA | President & Chief Executive Officer | Apr 2008–May 2021 | Led major financial services firm |
| Swiss Re | Chairman, America Holding Corp.; Head of Financial Services; Executive Committee member | 2006–2008 | Reinsurance/financial services leadership |
| Board of Governors of the U.S. Federal Reserve | Governor; Vice Chairman | Governor: 1997–2006; Vice Chair: 1999–2006 | Monetary policy; systemic risk oversight |
| McKinsey & Company | Associate and Partner | 1984–1997 | Management consulting |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Board of Regents, Smithsonian Institution | Regent | Current membership |
| American Academy of Arts & Sciences | Co-Chair, Commission on the Future of Undergraduate Education | Current membership |
| The Group of Thirty | Board of Trustees | Current membership |
Board Governance
- Committee assignments: Audit and Compliance Committee (Chair); designation as the Board’s audit committee financial expert based on professional qualifications; Audit Committee members are independent under Nasdaq/SEC rules .
- Audit Committee activity: 11 meetings in 2024 and one unanimous written/electronic consent; responsibilities include financial reporting oversight, auditor oversight, related-party transaction review, compliance program oversight, data privacy/security and other risk oversight .
- Independence: Listed as an independent director and standing committee member (only independent directors serve on all committees except the Executive Committee) .
- Attendance: Alphabet states each director attended at least 75% of all Board and applicable committee meetings in 2024 (Larry Page missed two special meetings); Board held six meetings .
- Board structure: Independent Chair (John L. Hennessy) and separate CEO roles; independent directors provide oversight of management .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director cash retainer |
| Audit Committee Chair retainer (prorated) | $14,812 | Prorated from Nov 1, 2023 to June 7, 2024; paid in July 2024 |
| Total cash fees (Ferguson) | $89,812 | “Fees Earned or Paid in Cash” per 2024 director comp table |
Notes: Director compensation is reviewed jointly by the Governance and Compensation Committees, with guidance from independent compensation consultants, Compensia and Semler Brossy . Aggregate annual cap of $1.5 million per non-employee director under the 2021 Stock Plan .
Performance Compensation (Equity/Structure)
| Metric | 2024 Value/Terms | Detail |
|---|---|---|
| Annual equity grant (target value) | $350,000 in Class C GSUs | Granted July 3, 2024 (first Wednesday after the June 7, 2024 annual meeting) |
| Reported stock awards (Ferguson) | $370,693 (grant date fair value) | Includes incremental fair value due to dividend equivalent rights addition |
| Dividend equivalent rights modification | $4,720 incremental fair value for Ferguson | Modification applied to unvested awards when cash dividend program approved April 25, 2024 |
| Grant pricing reference | $187.39 per share (Class C) on July 3, 2024 | Basis for fair value measurement of GSUs |
| Vesting schedule | 1/48th monthly (25th day for first 31 months; 1st day for following 17 months) | Continuous service required; immediate full vesting upon death |
| Options | None disclosed for directors | No stock options disclosed in director program |
Director Compensation (Total – 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Roger W. Ferguson Jr. | 89,812 | 370,693 | — | 460,505 |
Other Directorships & Interlocks
| Company/Organization | Role | Status/Notes |
|---|---|---|
| Corning Incorporated | Director | Current public company directorship |
| International Flavors & Fragrances (IFF) | Director; Chair of the Board | Announced he would not stand for re-election and intends to resign effective at IFF’s 2025 annual meeting on May 1, 2025 . |
| Blend Labs, Inc. | Director | Former public company directorship (past 5 years) |
| General Mills, Inc. | Director | Former public company directorship (past 5 years) |
Alphabet’s guidelines cap public company boards at four (including Alphabet); all nominees are in compliance (Ferguson listed with two other public boards noted above during the proxy reference date) .
Expertise & Qualifications
- Financial expertise: Board-designated Audit Committee Financial Expert; deep capital markets and risk oversight experience from TIAA CEO role and Federal Reserve Vice Chair service .
- Governance and policy: Extensive policy-making experience (Federal Reserve; commissions and fellowships) .
- Education: BA (economics), PhD (economics), JD – Harvard University .
Equity Ownership
| Item | Detail |
|---|---|
| Voting shares beneficially owned (Class A / Class B) | “— —” (no voting shares reported for Ferguson in the security ownership table; non-voting Class C is excluded) |
| Outstanding GSUs (as of Dec 31, 2024) | 5,040 Class C GSUs outstanding for Ferguson |
| Director stock ownership guideline | Minimum $1.0 million value; five years to comply; all non-employee directors met the requirement as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for executive officers, directors, and employees |
Insider Trading and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filings (2024) | Company reports all directors, executives, and 10% holders timely filed, except two named officers; no delinquencies identified for Ferguson |
| Hedging/Pledging policy | Prohibited for directors (and executives/employees) |
Related-Party Transactions and Conflicts
- The Audit Committee reviews and approves related-party transactions; factors include benefits to Alphabet, independence impacts, and arm’s-length terms .
- Disclosed related-party transactions in the proxy primarily involve founders and certain director-affiliated entities; no related-party transactions are identified involving Ferguson in the “Certain Relationships and Related Transactions” section .
Governance Assessment
- Strengths: Independent director; Audit and Compliance Committee Chair; formally designated audit committee financial expert; committee met 11 times in 2024 indicating active oversight; Board confirms independence for Audit Committee membership .
- Alignment: Director ownership guideline at $1.0 million met; equity grants vest monthly over four years; no options; hedging/pledging prohibited, supporting alignment with shareholders .
- Workload/Interlocks: Public company board service within Alphabet’s four-board cap; current boards include Corning and IFF (with planned departure effective May 1, 2025), reducing potential overboarding concerns .
- Attendance and engagement: Company reports directors (other than one founder) met ≥75% attendance threshold in 2024; Ferguson chaired a highly active Audit Committee .
- Red flags: None apparent related to attendance, Section 16 compliance, hedging/pledging, or related-party transactions for Ferguson based on the proxy disclosures .
Overall, Ferguson’s profile—ex-Fed Vice Chair and TIAA CEO with deep risk oversight—combined with service as Audit Chair and financial expert, is a constructive governance signal for Alphabet’s board effectiveness and investor confidence .