Amy Brooks
About Amy Brooks
Amy Brooks (age 50) is an independent Class II director of Block, Inc. (ticker: XYZ) serving since October 2019, with her current term expiring at the 2026 annual meeting; she sits on the Nominating and Corporate Governance Committee and is not a committee chair . She holds a B.A. in Political Science and Communication from Stanford University and an M.B.A. from the Stanford Graduate School of Business, and was selected for her sales/marketing expertise and global brand growth experience . The board determined she is independent under NYSE standards; all directors attended at least 75% of board and applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Basketball Association (NBA) | President, New Business Ventures | Jan 2024 – present | Senior leadership over new ventures |
| NBA | President, Team Marketing & Business Operations; Chief Innovation Officer | Nov 2017 – Dec 2023 | Led team marketing and innovation |
| NBA | Executive Vice President | May 2014 – Nov 2017 | Senior operating role |
| NBA | Senior Vice President | Jan 2010 – May 2014 | Senior operating role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various privately held companies and charitable organizations | Director | Not disclosed | Serves on boards; specific names not disclosed |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not on Audit and Risk or Compensation Committees .
- Chair roles: None; Nominating and Corporate Governance Committee is chaired by Randall Garutti .
- Independence: Determined independent under NYSE listing standards .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of board and relevant committee meetings .
- Years of service: Director since October 2019; current Class II term expires 2026 .
- Committee independence: All board committees are 100% independent .
- Lead Independent Director context: Roelof Botha serves as Lead Independent Director; oversees executive sessions and agenda-setting among other duties .
Fixed Compensation
| Metric | 2024 | 2025 Policy Update (effective Apr 1, 2025) |
|---|---|---|
| Annual Board Cash Retainer ($) | Forgone; elected RSUs in lieu of cash (see below) | $50,000 |
| Annual Equity Retainer ($ grant-date fair value) | $249,952 (4,038 RSUs granted Jun 18, 2024) | $275,000 (annual RSUs) |
| Committee Member Retainer – Nominating & Corporate Governance ($) | $10,625 forgone per quarter via RSUs (details below) | $10,000 annually |
| Total Annual Cash+Equity Retainer Policy ($) | n/a | $325,000 |
| Director compensation—total (FY2024) ($) | $290,917 (all stock awards; no cash) | n/a |
Quarterly RSUs granted in lieu of cash retainers (fully vested at grant):
| Grant Date | Number of RSUs | Grant-Date Fair Value ($) | Total Cash Retainer Forgone ($) |
|---|---|---|---|
| Jan 2, 2024 | 137 | 9,894 | 10,625 |
| Apr 1, 2024 | 125 | 10,183 | 10,625 |
| Jul 1, 2024 | 164 | 10,470 | 10,625 |
| Oct 1, 2024 | 158 | 10,419 | 10,625 |
Annual director RSU grant and vesting:
- 4,038 RSUs granted Jun 18, 2024 (grant-date fair value $249,952), vesting on the earlier of first anniversary or next annual meeting, subject to continued service .
Performance Compensation
| Performance-linked element | Disclosure |
|---|---|
| Director performance metrics tied to compensation | None disclosed; Outside Director Compensation Policy provides time-based RSUs and cash retainers only |
Change-in-control treatment (outside directors):
- Director awards become fully vested upon a change in control under the equity plan; single-trigger vesting for outside directors applies in 2025 plan proposal .
Independent compensation governance:
- Compensation Committee uses independent consultants; in 2024, Compensia advised and 10th percentile benchmarking noted for outside directors; Pay Governance engaged July 2024 for broader comp matters .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | Not disclosed; biography references private companies and charitable organizations only |
| Compensation committee interlocks | None disclosed; no insider participation on Compensation Committee; Brooks is not a member of Compensation Committee |
| Related-party interlocks | No related-party transactions involving Amy Brooks disclosed; related-party items noted for other directors (Roc Nation, Shake Shack, St. Louis lease) |
Expertise & Qualifications
- Education: B.A. (Stanford University); M.B.A. (Stanford Graduate School of Business) .
- Domain expertise: Sales and marketing; global brand growth; selected for Board based on these credentials .
- Board qualification emphasis: Independent director with experience scaling a global brand .
Equity Ownership
| Metric | Value |
|---|---|
| Class A shares beneficially owned | 17,167 |
| Ownership as % of shares outstanding | Less than 1% (*) |
| Vested vs unvested | Annual director RSU award (4,038 granted Jun 18, 2024) unvested until earlier of first anniversary or next annual meeting; quarterly RSUs in lieu of cash were fully vested at grant |
| Shares pledged as collateral | Prohibited by Insider Trading Policy (hedging and pledging banned) |
| Stock ownership guidelines | Directors must hold ≥5× annual cash retainer; compliance within 5 years of election; all directors met or were on track as of Dec 31, 2024 |
Governance Assessment
- Independence and engagement: Brooks is NYSE-independent; attended at least 75% of meetings; serves on the Nominating and Corporate Governance Committee overseeing board composition, ESG, and conflicts—positive for board effectiveness .
- Compensation alignment: Director pay is modest relative to peers (10th percentile in 2024), with equity retainer and optional RSUs in lieu of cash, reinforcing alignment; clawback policies and ownership guidelines further strengthen governance .
- Conflicts/related-party exposure: No related-party transactions disclosed for Brooks; committee independence and oversight processes in place—no direct red flags .
- Board control risk context: Founder/control person Jack Dorsey holds 41.3% of total voting power via Class B shares, which can constrain independent director influence; mitigated partially by Lead Independent Director structure and independent committees, but remains a structural governance risk .
- Shareholder signals: Say-on-pay support was ~98% in 2024—indicative of investor approval of compensation governance; continued annual say-on-pay planned .
RED FLAGS: None specifically disclosed for Amy Brooks (no related-party transactions, hedging/pledging prohibited); structural dual-class voting concentration is a governance risk that can limit independent oversight .