Sector: Financials
BLOCK INC CLASS A · Meeting: June 16, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class II Directors
Botha has served since 2011 and Block's 3-year stock return of +14.9% trails the compensation peer group median by 27.1 percentage points, which is below the 35-point threshold needed to trigger a vote against — so the TSR test does not fire; his qualifications as a venture capital partner with deep fintech experience are strong, though shareholders should note he sits on four public company boards (Block, Ethos Technologies, MongoDB, Natera, and Unity Software), which meets the four-board overboarding threshold and warrants an AGAINST vote.
Brooks joined in 2019 and Block's 3-year peer-group gap of -27.1 percentage points falls short of the 35-point trigger threshold, so the TSR test does not fire; she has no public company boards other than Block, attendance was adequate, and her sales, marketing, and global brand-building experience at the NBA provides relevant oversight value.
Carter joined in May 2021, giving him approximately 3 years of tenure, and the 3-year peer-group gap of -27.1 percentage points is below the 35-point trigger threshold so the TSR test does not fire; he holds no other public company board seats, attendance was adequate, and his entrepreneurial and brand experience is relevant to Block's consumer-facing businesses.
McKelvey is Block's co-founder and has served since 2009; the 3-year peer-group TSR gap of -27.1 percentage points is below the 35-point threshold so the performance trigger does not fire; he became CEO of Fastrials in March 2025 and holds one outside public board seat at Emerson Electric, which is within the policy limit of fewer than two outside public seats for a sitting CEO; on balance no hard policy trigger fires and his founding perspective provides relevant context for Board decisions.
All four Class II nominees pass the primary policy screens: the company's 3-year stock return of +14.9% trails the compensation peer group median by 27.1 percentage points, which is below the 35-point trigger threshold for the low-positive TSR band, so no director fails the TSR test. Roelof Botha initially raised an overboarding concern given his seats at Block, Ethos Technologies, MongoDB, Natera, and Unity Software (five total public boards), which meets the four-or-more threshold under the policy. Accordingly, the vote determination for Botha is AGAINST on overboarding grounds. All other nominees receive FOR votes.
CEO
Jack Dorsey
Total Comp
N/A
Prior Support
97%%
CEO Jack Dorsey voluntarily receives only $2.75 in annual salary and no equity, making his total compensation essentially zero — far below any benchmark concern. The other named executive officers received base salaries of $600,000 and equity awards ranging from roughly $5.9 million to $22.2 million, with over 90% of aggregate executive pay delivered as stock-based awards that vest over four years and tie executive wealth directly to the stock price, satisfying the policy requirement that at least 50-60% of pay be variable and performance-linked. The prior say-on-pay vote received 97% support in 2025, well above the 70% threshold, and the company has a meaningful clawback policy covering both financial restatements and misconduct; no policy triggers fire, and the pay structure is well-aligned with shareholder interests.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$15,118,000
Non-Audit Fees
$1,717,000
For fiscal year 2025, Block paid EY $15,118,000 in audit fees and $1,717,000 in non-audit fees (tax fees of $1,702,000 plus other fees of $15,000), giving a non-audit-to-audit ratio of approximately 11.4%, well below the 50% threshold that would raise independence concerns; EY's tenure is not disclosed in the proxy so the tenure trigger cannot fire and the policy instructs a FOR vote in that circumstance; no material financial restatements were identified; and EY is a Big 4 firm fully appropriate for a company of Block's size and complexity.
1 proposal submitted by shareholders
Proposal 4
The filer is the New York State Common Retirement Fund, a large public pension fund that qualifies as a credible institutional investor with mainstream fiduciary motivations — not an ideological filer — so the proposal receives a full merits review. The proposal asks for a structural governance improvement (a dedicated board-level technology committee), which carries a lower bar for support under the policy. The case for support is compelling: Block paid $295 million in regulatory settlements in early 2025 directly tied to cybersecurity deficiencies and weak security protocols, the Audit and Risk Committee already shoulders an unusually broad mandate covering financial reporting, compliance, risk management, and technology oversight simultaneously, the company does not publish a skills matrix showing whether its directors have the technical expertise to oversee these risks, and four of the ten board members serve on no committees at all. The board's opposition statement is largely procedural — arguing that the current structure is sufficient — without providing concrete commitments, timelines, or evidence that the existing framework has been effective, particularly given the scale of the recent enforcement actions; on balance the evidence strongly supports the creation of a dedicated technology committee to improve focused oversight of cybersecurity and related risks.
The 2026 Block annual meeting presents a largely routine ballot with one significant exception: a credible institutional shareholder proposal calling for a dedicated board-level technology committee, which receives a FOR vote given Block's $295 million in recent cybersecurity-related regulatory settlements, an overburdened Audit Committee, and the absence of a board skills matrix. The director slate is mostly clean under policy screens, with Roelof Botha receiving an AGAINST vote solely due to overboarding (five concurrent public company board seats), and the say-on-pay and auditor ratification proposals both pass all policy tests and receive FOR votes.
17 companies disclosed in 2026 proxy filing
