Neha Narula
About Neha Narula
Neha Narula, age 43, has served on Block, Inc.’s board since July 2023. She is Director of the Digital Currency Initiative at MIT Media Lab and previously a Senior Software Engineer at Google. She holds a B.A. in Mathematics and Computer Science from Dartmouth and an M.S. and Ph.D. in Computer Science from MIT. She is a Class I director standing for her first stockholder election in 2025 for a term through 2028 and is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT Media Lab (Digital Currency Initiative) | Director | Jan 2017–present | Leads research on cryptocurrencies, distributed systems, cryptography |
| MIT Media Lab | Director of Research, Digital Currency | May–Dec 2016 | Research leadership in digital currency |
| Senior Software Engineer | Prior to 2016 (dates not specified) | Engineering in large-scale distributed systems (as described by selection rationale) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FINRA | Member, FinTech Industry Committee | Current (dates not specified) | Advisory role on fintech matters |
| Federal Reserve Bank of New York | Member, Innovations Advisory Council | Current (dates not specified) | Advisory role on innovation |
| PayPal | Member, Blockchain/Crypto/Digital Currencies Advisory Council | Previously (dates not specified) | Prior advisory role |
| Public company boards | None | — | No current public company directorships |
Board Governance
- Committees: Audit and Risk Committee; Nominating and Corporate Governance Committee .
- Independence: Determined independent by the Board under NYSE listing standards; meets enhanced independence standards for committee service .
- Attendance: In 2024, the Board held 4 meetings; each director attended at least 75% of Board and applicable committee meetings. Audit and Risk Committee held 11 meetings; Nominating and Corporate Governance held 5 meetings .
- Chair roles: Not a chair; Audit and Risk is chaired by Paul Deighton; Nominating and Corporate Governance is chaired by Randall Garutti .
| Committee | Member | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit & Risk | Yes | No (Chair: Deighton) | 11 |
| Nominating & Corporate Governance | Yes | No (Chair: Garutti) | 5 |
Fixed Compensation
- Outside Director Compensation Policy updated effective April 1, 2025 (increases in cash and equity retainers and committee fees) .
- 2024 compensation for Narula consisted entirely of stock awards; she elected to convert cash retainers into RSUs each quarter (fully vested at grant) .
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (2024 policy) | $40,000 | She elected RSUs in lieu of cash (see quarterly grants) |
| Annual Equity Retainer (2024 policy) | $250,000 (grant-date fair value) | Granted as RSUs; annual award vests on earlier of 1 year or next annual meeting |
| Committee Fees (2024 policy) | Audit member $10,000; Nominating member $2,500 | She converted cash to RSUs in lieu of cash |
| 2025 Policy Change | Cash $50,000; Equity $275,000; Audit member $17,500; Nominating member $10,000 | Effective April 1, 2025 |
| 2024 Director Compensation (Narula) | Fees Earned or Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Neha Narula | — | 297,576 | 297,576 |
| RSUs Granted in Lieu of Cash (Narula, 2024) | Grant Date | RSUs | Grant-Date FV ($) | Cash Retainer Forgone ($) |
|---|---|---|---|---|
| Q1 | Jan 2, 2024 | 135 | 9,750 | 10,455 |
| Q2 | Apr 1, 2024 | 148 | 12,056 | 12,548 |
| Q3 | Jul 1, 2024 | 203 | 12,959 | 13,125 |
| Q4 | Oct 1, 2024 | 195 | 12,858 | 13,125 |
| Annual RSU Award (Narula, 2024) | Grant Date | RSUs | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| Annual grant | Jun 18, 2024 | 4,038 | 249,952 | Vests on earlier of 1 year or next annual meeting, subject to service |
Performance Compensation
| Performance-Based Elements in Director Pay | Metrics | Payout Design |
|---|---|---|
| None disclosed for outside directors | Not applicable | Director equity grants are time-based RSUs; no performance metrics reported |
- Change-in-control: Outside director awards become fully vested upon a change in control under the 2015/2025 equity plans .
Other Directorships & Interlocks
| Company/Body | Role | Committee Position | Potential Conflict |
|---|---|---|---|
| Public company boards | None | — | None |
| FINRA FinTech Industry Committee | Member | — | None disclosed |
| FRBNY Innovations Advisory Council | Member | — | None disclosed |
| PayPal advisory council (prior) | Member | — | Prior role; no current transaction disclosed |
- Compensation committee interlocks: Proxy discloses none requiring Item 404 disclosure among compensation committee members; Narula is not on the compensation committee .
Expertise & Qualifications
- Technical expertise: Distributed systems, cryptography, cryptocurrencies, programmable money .
- Education: B.A. Dartmouth; M.S./Ph.D. MIT (Computer Science) .
- Board qualification: Independent director; contributing to cybersecurity/data privacy oversight via Audit and Risk Committee remit .
Equity Ownership
| Holder | Shares (Class A) | % of Outstanding | Notes |
|---|---|---|---|
| Neha Narula | 4,021 | <1% (asterisk) | Ownership reported as of March 31, 2025 |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer within 5 years; all directors are on track as of Dec 31, 2024 .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging transactions for directors .
Governance Assessment
- Board effectiveness: Narula adds deep cryptography and digital currency expertise, aligned with Block’s risk oversight focus areas (data privacy, cybersecurity, AI) through her Audit & Risk and Nominating & Governance committee memberships .
- Independence and attendance: Independent under NYSE rules; Board indicates all directors met ≥75% attendance; her committees were active (11 Audit & Risk; 5 Nominating) in 2024, suggesting substantial governance engagement .
- Compensation alignment: She emphasized equity by converting cash retainers to RSUs, plus receiving the annual equity grant; director equity vests time-based with full acceleration for outside directors on change in control. 2025 policy increases cash/equity retainers broadly but maintains equity-centric alignment and strong guardrails (no repricing, no evergreen, no excise tax gross-ups) .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Narula; related-party items in the proxy involve other directors (Roc Nation, Shake Shack, St. Louis lease), overseen under formal policies by the Audit & Risk Committee. Nominating & Governance also monitors director conflicts .
- Shareholder sentiment: Strong say-on-pay support (98% in 2024) reflects broader investor confidence in compensation oversight; while focused on NEOs, it signals effective committee governance environment .
RED FLAGS: None identified specific to Narula. Noteworthy features include single-trigger vesting for outside directors upon change in control; mitigated by overall equity plan governance (no repricing without stockholder approval; no evergreen; no excise tax gross-ups) .