Company: Google

CEO: Sundar Pichai

Compensation Discussion and Analysis of Google CEO is organized into five sections:
Section 1Executive Summary
Section 2Elements of Pay
Section 3Determining Competitive Levels of Pay
Section 4Pay Mix, Magnitude, and Leverage
Section 5Other Compensation Information

Executive Summary:
Compensation program for Google CEO has been designed to support three goals:
1) Attract and retain the worlds best talent.
2) Support the culture of innovation and performance.
3) Align employee and stockholder interests.
Google pay employees competitively compared to other opportunities they might have in the
market. It also offers competitive benefits to promote the health and happiness of its employees,
provide unique perks that make life and work more convenient, design compelling job
opportunities aligned with its mission, and create a fun and energizing work environment.

Google believes deeply in paying for performance. Therefore, a portion of compensation is tied
to performance for all employees. The proportion of overall pay tied to performance is higher for
employees at more senior levels in the organization, reflecting their opportunity for higher
impact on company performance.

Google uses equity awards to align employee and stockholder interests. It requires most of its
senior executives to maintain holdings of Alphabet stock (parent company of Google), which
provides direct alignment with stockholder interests. In addition to compensation practices, the
Leadership Development and Compensation Committee regularly reviews and provides
guidance.

Elements of Pay:

Google offers base salary and equity awards to its CEO. The CEO will receive all variable pay
through equity awards.

Base Salary:
Google uses salary to provide its CEO a steady income in line with skills, experiences, and job
opportunities available to him/her outside of Google.
Upon reviewing the pay practices of competitors and the compensation preferences of Google
CEO, the organization continues to believe that competitive salaries are important for attracting
and retaining great talent.

Equity Awards:
Google reinforces managements focus on long-term stockholder value and commitment to the
company through equity compensation programs that include the following features:

Biennial equity awardsStandard equity award to the chief executive officers is made only in
even-numbered years. Granting less frequently allows the company to incorporate longer
performance periods into its equity decisions and encourages executives to take a long-term view
of the business.
Minimum stock ownership requirementsCEOS require minimum stock ownership as follows:
(i) Larry, Sergey , Eric and Sundar shall each own shares of Alphabet(Google parent company)
common stock worth at least $14.0 million; (ii) each executive officer shall own shares of
Alphabet common stock worth at least $4.0 million; and (iii) each member of Board of Directors
shall own shares of Alphabet common stock worth at least $750,000.

Role of Company Performance:

The Leadership Development and Compensation Committee hold the chief executive officer
accountable for company performance and base a portion of their compensation on such
performance. It uses company performance as an input in deciding executive officers equity
awards.

Role of Individual Performance:

The companys operational, strategic, and financial goals are set at the beginning of the year
serve as the foundation for the personal goals set by each employee as well as the CEO goals.

Determining Competitive Levels of Pay:

Chief executives compensation decisions are informed by market data in addition to reviews of
individual roles and performance. It uses peer group data to obtain a compensation benchmark
for Chief executive officers in their current roles by reviewing the data reported in its peer
companies SEC filings.

The Leadership Development and Compensation Committee do not utilize the services of an
outside compensation consultant to assess pay levels.

Role of Management in Determining Compensation:

Annually, Larry and the Leadership Development and Compensation Committee review its
executive compensation practices against the market targets and benchmark data. Larry then
makes compensation recommendations to the Leadership Development and Compensation
Committee for executive officers, other than himself. Any changes to pay practices for executive
officers must be approved by the Leadership Development and Compensation Committee before
implementation.
Pay Mix, Magnitude, and Leverage:

Pay Mix:

CEO receives majority of pay from equity compensation, consistent with market benchmarks.

The table below shows 2015 pay mix details, including salaries, actual bonuses, and the fair
value of equity awards made in 2015. The table does not include any other compensation
disclosed in the All Other Compensation column of Summary Compensation Table.

NAME Sundar Pichai

TITLE CEO,Google
SALARY 1
(%)
BONUS
(%) N/A
EQUITY 99
(%)

In January 2015, the Leadership Development and Compensation Committee granted a $100.0
million equity award to Sundar Pichai in recognition of his performance and increased
responsibilities as the leader of all Googles technical product areas. In January 2016, following
his promotion to Chief Executive Officer of Google, the Leadership Development and
Compensation Committee granted a $209.0 million biennial equity award, which vests over four
years.

The Leadership Development and Compensation Committee views Sundar Pichais retention as
critical to Googles success, as demonstrated by his promotion to CEO in October 2015, and
believes that this level of compensation is representative of his value and the opportunities
available to him outside of Google.

Other Compensation Information:

Risk Considerations:

The Leadership Development and Compensation Committee reviewed compensation programs

for employees and concluded that these programs do not create risks that are reasonably likely to
have a material adverse effect on the company.

The Leadership Development and Compensation Committee believe that the design of annual
and long-term incentives focuses performance on long-term value creation and discourages
short-term risks at the expense of long-term results. A substantial portion of employees
compensation is delivered in the form of equity awards, further aligning their interests with those
of stockholders.
Minimum Stock Ownership Guidelines:

Current stock ownership guidelines are: (i) Larry, Sergey , Eric and Sundar shall each own
Alphabet stock worth at least $14.0 million; (ii) each executive officer shall own Alphabet stock
worth at least $4.0 million; and (iii) each director shall own Alphabet stock worth at least
$750,000.

Transactions in Company Securities:

Insider trading policy prohibits employees and directors from engaging in any speculative or
hedging transactions in its securities.

Post-Employment and Change in Control Payments:

No agreements with executive officers that provide for additional or accelerated compensation
upon termination of the executives employment or a change in control of the company.

Deductibility of Executive Compensation:

Section 162(m) of the Code may preclude from deducting certain compensation in excess of $1.0
million per year, unless such compensation meets the requirements of qualified performance-
based compensation under Section 162(m).

Perquisites and Other Benefits:

Like all employees, executive officers are eligible to participate in various employee benefit
plans, including medical, dental, and vision care plans, flexible spending accounts for health and
dependent care, life, accidental death and dismemberment, disability, and travel insurance,
survivor income benefit, employee assistance programs (e.g., confidential counseling), and paid
time off. Company also paid life insurance premiums for all employees. Chief executive officer
and his guests may use company aircraft with appropriate approvals and pay tax on any
associated imputed income.

No Additional Executive Benefit Plans:

Since the company does not generally differentiate the benefits to executive officers from the
benefits it offers to other employees, The Company does not maintain any benefit plans that
cover only select named executive officers. The Company does not maintain any executive
retirement programs such as executive pension plans or supplemental executive retirement plans.
Summary Compensation Table:

Name and Pricipal Position Sundar Pichai, CEO

Year 2015
Salary ($) 652,500
Bonus ($) 0
Stock Awards ($) 99,829,142
Option Awards ($) 0
Non-Equity Incentives Plan Compensation ($) 0
Non-Qualified Deferred Compensation Earnings ($) 0
All Other Compensation ($) 150,460
Total ($) 100,632,102

All other compensation generally consists of the Companys 401(k) company match of up to
$9,000, life insurance premiums paid by the Company for the benefit of the named executive
officer, personal use of company aircraft, and the market value of a holiday gift given to each
employee, net of tax withholding, unless otherwise noted.