Roelof Botha
About Roelof Botha
Roelof Botha (age 51) has served on Block, Inc.’s board since 2011 and as Lead Independent Director since June 2022. He is a Senior Steward and Managing Member at Sequoia Capital (since 2003) and previously served as CFO of PayPal (2000–2003). He holds a B.S. in Actuarial Science, Economics, and Statistics from the University of Cape Town and an MBA from Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PayPal Holdings, Inc. | Chief Financial Officer | 2000–2003 | Oversaw finance during early growth |
| Bird Global, Inc. | Director | Jun 2018–Dec 2022 | Board oversight |
| Eventbrite, Inc. | Director | Oct 2009–Jun 2022 | Board oversight |
| 23andMe Holding Co. | Director | Sep 2017–Sep 2024 | Board oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequoia Capital | Senior Steward; Managing Member | 2003–present | Investment leadership; governance |
| Unity Software Inc. | Director | — | Public company board |
| Natera, Inc. | Director | — | Public company board |
| MongoDB, Inc. | Director | — | Public company board |
| Various private companies | Director | — | Private board roles |
Board Governance
- Independence: Determined independent under NYSE standards; committees are 100% independent. Botha is designated an audit committee financial expert .
- Roles: Lead Independent Director since June 2022, with responsibilities including presiding over executive sessions, agenda approval, serving as liaison with the Chair/CEO, and risk consultation with the Audit Chair .
- Committee memberships: Audit & Risk Committee member; Compensation Committee member (not chair) .
- Attendance: In 2024, the board met 4 times; each director attended at least 75% of board and relevant committee meetings. Committee meetings held: Audit & Risk (11), Compensation (6), Nominating & Governance (5) .
| Governance Metric | 2024 |
|---|---|
| Board meetings held | 4 |
| Audit & Risk Committee meetings | 11 |
| Compensation Committee meetings | 6 |
| Nominating & Governance Committee meetings | 5 |
| Individual director attendance threshold | ≥75% for all directors |
Fixed Compensation
- Policy framework: Outside Director Compensation Policy provides cash retainers and RSUs; updated effective April 1, 2025 (cash retainer from $40,000→$50,000; equity retainer from $250,000→$275,000; committee member/chair fees increased) .
- 2024: Botha elected to convert all cash retainers ($55,000 total: board $40,000 + audit member $10,000 + compensation member $5,000) into fully vested quarterly RSUs .
| 2025 Policy Component | Prior Policy | Amended Policy |
|---|---|---|
| Annual Cash Retainer ($) | 40,000 | 50,000 |
| Annual Equity Retainer ($) | 250,000 | 275,000 |
| Audit Chair Retainer ($) | 20,000 | 35,000 |
| Compensation Chair Retainer ($) | 15,000 | 25,000 |
| Nominating Chair Retainer ($) | 10,000 | 20,000 |
| Audit Member Retainer ($) | 10,000 | 17,500 |
| Compensation Member Retainer ($) | 5,000 | 12,500 |
| Nominating Member Retainer ($) | 2,500 | 10,000 |
| RSUs Granted In Lieu of Cash (2024) | Number of RSUs | Grant Date Fair Value ($) | Cash Forgone ($) |
|---|---|---|---|
| Jan 2, 2024 | 177 | 12,783 | 13,750 |
| Apr 1, 2024 | 162 | 13,197 | 13,750 |
| Jul 1, 2024 | 213 | 13,598 | 13,750 |
| Oct 1, 2024 | 204 | 13,452 | 13,750 |
| Total | 756 | 53,, ,, | 55,000 |
| (Note: Each cash-forgone RSU award vested and settled on grant date under policy terms .) |
Performance Compensation
- Annual director equity: In 2024, Botha received 5,168 RSUs (grant date: Jun 18, 2024; grant-date fair value $319,899), reflecting the standard annual RSU plus an additional $70,000 RSU grant for Lead Independent Director; RSUs vest at the earlier of one year or the next annual meeting, subject to continued service .
- Outside director awards fully vest upon change-in-control .
| RSU Awards (2024) | Number of RSUs | Grant Date | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual + Lead Independent Director | 5,168 | Jun 18, 2024 | 319,899 | Earlier of 1-year or next annual meeting |
| Policy: Additional LID RSUs per year | — | Each annual meeting | 70,000 (policy) | Same as annual award |
No PSUs or performance metrics are used for director compensation; equity awards are time-based and not tied to revenue, EBITDA, TSR, or ESG metrics .
Other Directorships & Interlocks
| Company | Board Role | Notes |
|---|---|---|
| Unity Software Inc. | Director | Public company board |
| Natera, Inc. | Director | Public company board |
| MongoDB, Inc. | Director | Public company board |
| Prior: Bird Global, Eventbrite, 23andMe | Director | Historical service periods shown above |
Expertise & Qualifications
- Designated audit committee financial expert; brings financial literacy and sophistication to audit oversight .
- Venture capital leadership (Sequoia); prior operating CFO experience at PayPal; strong fintech, managerial, and capital markets background .
- As Lead Independent Director, provides independent oversight, facilitates executive sessions, agenda setting, and risk consultation with Audit Chair .
Equity Ownership
- Beneficial ownership: 1,700,480 Class A shares; less than 1% of Class A outstanding; no Class B holdings. Holdings include personal and estate-planning vehicles and shares held by Sequoia-affiliated funds for which Botha disclaims beneficial ownership of those fund-held shares .
| Holding Component | Class A Shares |
|---|---|
| Direct personal | 24,961 |
| Estate planning vehicle | 684,741 |
| Sequoia Capital US/E Expansion Fund I, L.P. | 540,646 |
| SC US/E Expansion Fund I Management, L.P. | 434,405 |
| Sequoia Capital U.S. Growth Fund IV, L.P. | 1,862 |
| Sequoia Capital USGF Principals Fund IV, L.P. | 77 |
| Sequoia Capital U.S. Venture Fund XV, L.P. | 11,388 |
| Sequoia Capital U.S. Venture XV Principals Fund, L.P. | 1,750 |
| Sequoia Capital U.S. Venture Partners Fund XV (Q), L.P. | 479 |
| Sequoia Capital U.S. Venture Partners Fund XV, L.P. | 171 |
| Total Class A beneficial ownership | 1,700,480 |
| % of Class A outstanding | <1% (*) |
| Note on beneficial ownership of fund-held shares | Botha disclaims beneficial ownership of Sequoia fund shares |
- Stock ownership guidelines: Directors must hold ≥5x annual cash retainer; compliance required within 5 years. As of Dec 31, 2024, all non-employee directors were met or on track to comply .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Outcome | 2025 Outcome |
|---|---|---|
| Advisory vote on NEO compensation | ~98% votes in favor | Votes For 917,712,092; Against 23,009,095; Abstained 985,655; Broker non-votes 67,976,578 |
Compensation Committee Analysis
- Committee composition: Independent directors Meeker (Chair), Botha, Deighton, Garutti; 6 meetings held in 2024 .
- Consultant independence: Transitioned to Pay Governance in July 2024; Compensia used earlier; no conflicts; peer benchmarking applied .
- Peer group: Affirm, Airbnb, Autodesk, Coinbase, DoorDash, eBay, Fiserv, Global Payments, Intuit, Palo Alto Networks, PayPal, ServiceNow, Shopify, Snap, Toast, Twilio, Uber, Workday, Zoom; Block ranked 88th percentile by trailing revenue at selection time .
Related Party Transactions & Conflicts
- Block’s audit & risk committee reviews and pre-approves RPTs; committee also oversees director conflicts (other than transactions reviewed by audit committee per charter) .
- 2024–2025 disclosed RPTs include: Roc Nation services (Shawn Carter), Shake Shack services (Randall Garutti), St. Louis lease (James McKelvey). No related-party transactions disclosed involving Roelof Botha .
Risk Indicators & Policies
- Hedging/pledging prohibitions: Insider Trading Policy prohibits hedging and pledging of company stock .
- Clawbacks: Financial restatement clawback policy (effective Oct 2, 2023) and severance clawback policy adopted; awards subject to recoupment .
- Director independence reaffirmed; committees fully independent; audit committee financial expert designation enhances credibility .
Governance Assessment
- Strengths: Lead Independent Director role with robust responsibilities; audit committee financial expert designation; high say-on-pay support; strong stock ownership guidelines and anti-hedging/pledging policy; no Botha-related RPTs disclosed; full committee independence .
- Alignment: 2024 director pay largely in equity; Botha converted all cash retainers to RSUs, increasing alignment with shareholders .
- Potential conflicts: Significant governance roles at Sequoia and current directorships at other public tech/health names could create perceived interlocks or informational advantages; however, Block discloses independence determinations and RPT oversight, and Botha disclaims beneficial ownership of Sequoia fund-held shares .
- RED FLAGS: None disclosed specific to Botha (no pledging/hedging, no RPTs, no late Section 16 filings attributed to him) .
Director Compensation (2024 summary): Botha total $372,928 (all stock awards; no cash), comprising annual RSUs (incl. LID RSUs) and quarterly RSUs in lieu of cash; RSU vesting is time-based (no performance metrics) .