James McKelvey
About James McKelvey
James McKelvey, 59, is Block, Inc.’s co‑founder and a Class II director serving since July 2009; his current term runs through the 2026 annual meeting . He holds a B.S. in Computer Science and a B.A. in Economics from Washington University in St. Louis and was selected for the board for the perspective and experience he brings as a founder . As of March 31, 2025, he beneficially owned 129,088 Class A shares and 11,940,025 Class B shares (19.9% of Class B), representing 10.3% of total voting power .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Block, Inc. | Co‑founder; Director (Class II) | Director since 2009; term expires 2026 | Founder perspective; no current committee memberships |
| Mira Smart Conferencing, Inc. | Various positions | Since March 2012 | Executive/operating experience |
| Federal Reserve Bank of St. Louis | Chair (prior role) | Previously | Monetary policy/governance experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Fastrials, Inc. | Chief Executive Officer; Co‑founder | March 2025 | Clinical trial management company |
| Emerson Electric Co. | Director | Current | Public company directorship |
| Various private companies | Director | Current | Multiple privately held boards |
Board Governance
- Independence: The board determined McKelvey is not independent under NYSE rules; only directors other than Messrs. Carter, Dorsey, Eisen, and McKelvey are independent .
- Committees: Not a member of the Audit & Risk, Compensation, or Nominating & Corporate Governance committees (no superscripts on his row in committee key) .
- Attendance: In 2024 the board held four meetings; each director attended at least 75% of board and applicable committee meetings (aggregate), indicating adequate engagement .
- Lead Independent Director structure: The board uses a Lead Independent Director model (Roelof Botha) to counterbalance combined Chair/Block Head role; committees are fully independent .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $10,000 | Quarterly cash retainer; partially converted to RSUs (below) |
| Stock Awards | $278,776 | Annual RSU grant and RSUs in lieu of cash retainers |
| Total | $288,776 | — |
Policy changes effective April 1, 2025: annual cash retainer increased to $50,000; annual equity retainer to $275,000; committee chair/member retainers raised (Audit Chair $35,000; Audit member $17,500; Compensation Chair $25,000; Compensation member $12,500; Nominating Chair $20,000; Nominating member $10,000) .
Performance Compensation
Directors do not receive performance‑based cash bonuses; equity grants are time‑based and vest at the earlier of one year or the next annual meeting. Outside director awards fully vest upon a change in control under director equity plan terms .
| Equity Item | Grant Date | Quantity/Value | Vesting / Terms |
|---|---|---|---|
| Annual RSU grant | June 18, 2024 | 4,038 RSUs; grant date fair value $249,952 | Vests at earlier of first anniversary or 2025 annual meeting, subject to service |
| RSUs in lieu of cash retainer (Q1) | Jan 2, 2024 | 129 RSUs; $9,316; $10,000 cash forgone | Fully vested on grant |
| RSUs in lieu of cash retainer (Q2) | Apr 1, 2024 | 118 RSUs; $9,612; $10,000 cash forgone | Fully vested on grant |
| RSUs in lieu of cash retainer (Q3) | Jul 1, 2024 | 155 RSUs; $9,895; $10,000 cash forgone | Fully vested on grant |
Plan safeguards: no repricing without stockholder approval; no evergreen provisions; no excise tax gross‑ups; single‑trigger vesting for outside directors only under the new 2025 plan .
Other Directorships & Interlocks
| Company/Entity | Relationship to Block | Potential Interlock/Conflict |
|---|---|---|
| Emerson Electric Co. (public) | External directorship | None disclosed with Block |
| Fastrials, Inc. (private) | CEO/co‑founder | No Block transaction disclosed |
| 900 N. Tucker Building, LLC (St. Louis office lease) | Block is tenant; McKelvey is affiliated with 900 N. Tucker | Related‑party transaction; Block paid ~$1.1M in 2024 and ~$0.4M in Q1 2025; space expanded; approved under related‑party policy |
Expertise & Qualifications
- Founding operator with deep technology and product background; governance experience from chairing the St. Louis Fed; multi‑industry board exposure .
- Educational credentials: B.S. Computer Science; B.A. Economics (Washington University in St. Louis) .
Equity Ownership
| Security | Beneficially Owned | % Class | Voting Influence |
|---|---|---|---|
| Class A Common | 129,088 shares (includes 4,088 held directly; 125,000 via Anna Elefteria Ntenta Revocable Trust) | <1% | One vote per share |
| Class B Common | 11,940,025 shares (James McKelvey Jr. Revocable Trust) | 19.9% of Class B | Ten votes per share; 10.3% of total voting power |
- Insider Trading Policy prohibits hedging and pledging of company stock; no pledging disclosed .
- Stock ownership guidelines: non‑employee directors must hold ≥5x annual cash retainer; as of Dec 31, 2024, all non‑employee directors met or were on track to comply within the 5‑year window .
Governance Assessment
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Strengths
- Founder insight and large aligned voting stake; significant long‑term equity exposure .
- Board and committee structure is fully independent (committees 100% independent); robust clawbacks and ownership guidelines enhance accountability .
- Attendance threshold met; board maintains structured risk oversight with independent committees .
-
Concerns / RED FLAGS
- Independence: McKelvey is not independent under NYSE standards, which may heighten perceived conflict risk given founder status and related‑party dealings .
- Related‑party exposure: Affiliation with the St. Louis office landlord (900 N. Tucker) where Block paid ~$1.1M in 2024 and expanded space; ongoing payments in 2025. While reviewed under policy, this is a continuing conflict to monitor for terms “no less favorable than unaffiliated third parties” .
- Committee engagement: No current committee memberships reduces direct involvement in audit/compensation/nominating oversight, putting more weight on independent committee chairs for governance checks .
-
Shareholder context
- Say‑on‑pay support was ~98% in 2024, indicating investor confidence in executive pay practices; continued monitoring warranted as board raises outside director retainer levels in 2025 .