Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 1 of 151
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`SCOTT+SCOTT ATTORNEYS AT LAW LLP
`ALEX M. OUTWATER (CA 259062)
`600 W. Broadway, Suite 3300
`San Diego, CA 92101
`Telephone: (619) 233-4565
`aoutwater@scott-scott.com
`
`Attorneys for Plaintiff Police and Fire Retirement
`System of the City of Detroit
`
`[Additional counsel on signature page]
`
`
`POLICE AND FIRE RETIREMENT
`SYSTEM OF THE CITY OF DETROIT, on
`Behalf of Itself and Derivatively on Behalf of
`ALPHABET, Inc.,
`
`
`v.
`
`LARRY PAGE, SERGEY BRIN, ERIC E.
`SCHMIDT, SUNDAR PICHAI, JOHN L.
`HENNESSY, FRANCES H. ARNOLD, L.
`JOHN DOERR, ROGER W. FERGUSON,
`JR., ANN MATHER, ALAN R. MULALLY,
`K. RAM SHRIRAM, and ROBIN L.
`WASHINGTON,
`
`
`-and-
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`ALPHABET, Inc.,
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`
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`Defendants,
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`Nominal Defendant.
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`VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT
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`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`SAN JOSE DIVISION
`
`
`Case Number:
`VERIFIED STOCKHOLDER DERIVATIVE
`COMPLAINT
`
`[REDACTED]
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`DEMAND FOR JURY TRIAL
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`
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`Plaintiff,
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`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 2 of 151
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`2.
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`TABLE OF CONTENTS
`SUMMARY OF THE ACTION ..........................................................................................1
`JURISDICTION AND VENUE ..........................................................................................3
`PARTIES .............................................................................................................................4
`A.
`Plaintiff ....................................................................................................................4
`B.
`Nominal Defendant ..................................................................................................4
`C.
`Individual Defendants ..............................................................................................5
`SUBSTANTIVE ALLEGATIONS ...................................................................................10
`A.
`Alphabet’s Broad Pattern of Anticompetitive Business Plans ...............................10
`General Search Services, General Search Text Advertising, and General
`1.
`Search Advertising .....................................................................................10
`a.
`General Search Services Market ....................................................11
`b.
`General Search Text Advertising Market ......................................13
`c.
`General Search Advertising Market...............................................15
`Google Maintains Monopolies in the General Search Services, General
`Search Text Advertising, and General Search Advertising Markets .........17
`a.
`General Search Services Monopoly ...............................................17
`b.
`General Search Text Advertising and General Search Advertising
`Monopolies ....................................................................................19
`Google’s Anticompetitive Conduct Entrenches Its Monopoly Search
`Positions .....................................................................................................21
`Google’s Exclusionary Contracts Bar the Entry of General Search
`a.
`Services Competitors from the Market ..........................................21
`i.
`Contracts with Apple .........................................................22
`ii.
`Web Browsers ....................................................................23
`iii.
`Android Mobile Ecosystem ...............................................23
`iv.
`Anti-Forking Agreements ..................................................25
`v.
`Mobile Application Distribution Agreements ...................26
`vi.
`Revenue-Share Agreements ...............................................28
`vii.
`Voice Assistants .................................................................29
`i
`VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT
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`3.
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`I.
`II.
`III.
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`IV.
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`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 3 of 151
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`b.
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`c.
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`d.
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`e.
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`f.
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`g.
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`b.
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`c.
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`viii. Automobiles .......................................................................31
`Google Degrades Interoperability in Its Search Advertising
`Placement Tool, Limiting Advertisers’ Ability to Evaluate
`Advertising Options .......................................................................32
`i.
`Data Asymmetry ................................................................34
`ii.
`Other Exclusionary Conduct ..............................................36
`Google Controls Consumer Traffic, Harming Competition from
`Vertical Search Providers ..............................................................37
`Android Mobile Operating System and App Distribution .........................43
`Technical Barriers to Prevent Android App Distribution Outside of
`a.
`the Google Play Store ....................................................................43
`Google’s Contracts Further Prevent OEMs from Circumventing
`Google’s Technical Barriers ..........................................................45
`Google’s Contracts Also Block Competing App Stores from
`Distribution on the Play Store ........................................................46
`Google Unlawfully Ties Advertising Offerings to the Google Play
`Store ...............................................................................................47
`Google’s Exclusionary Contracts Further Prevent the Development
`of a Competing App Distribution Platform on Android ................48
`Google Bought off Samsung and Used Additional Restrictive
`Contracts to Further Prevent Development of a Competing App
`Store ...............................................................................................50
`Google Bought off Key App Developers to Further Stifle
`Competition for Android App Distribution ...................................53
`Android in-App Payment Processing.........................................................55
`a.
`Google Unlawfully Ties in-App Billing to the Google Play Store 55
`b.
`Google’s Monopoly over the IAP Processing Market ...................57
`c.
`Google Sets IAP Processing Commissions at Will........................59
`Third Party Online Display Advertising ....................................................60
`a.
`Ad Servers Market .........................................................................61
`b.
`Exchange Markets for Display Advertising Market ......................64
`c.
`Market for Ad Purchase Tools .......................................................66
`d.
`Google Forces Publishers into Its Ad Server and Ad Exchange ...68
`ii
`VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT
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`4.
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`5.
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`6.
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`7.
`8.
`9.
`10.
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`2.
`3.
`4.
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`Google Uses Its Control over Inventory to Block Competition on
`Exchanges ......................................................................................70
`Header Bidding Evolves to Promote Exchange Competition ........74
`f.
`Google Re-Routes Trading to Defeat Header Bidding ..................75
`g.
`Anticompetitive Agreement with Facebook to Destroy Header Bidding ..80
`Unified Pricing Rules .................................................................................83
`Google Forces Advertisers to Use Google’s Ad Buying Tools .................85
`Alphabet’s Market Dominance ..................................................................86
`Market Dominance over General Online Search Engine Services,
`a.
`General Search Text Advertising, and General Search Advertising86
`Market Dominance over the Android Mobile Operating System
`and App Distribution......................................................................90
`Market Dominance over IAP Processing .......................................93
`c.
`Market Dominance over Display Advertising on Third-Party Sites94
`d.
`Market Dominance over Instream Online Video Advertising .......99
`e.
`Anticompetitive Effects .........................................................................................99
`General Search Services, General Search Text Advertising, and General
`1.
`Search Advertising .....................................................................................99
`Android App Distribution ........................................................................101
`IAP Processing .........................................................................................103
`Third-Party Advertising ...........................................................................109
`a.
`Anticompetitive Effects in the Publisher Ad Server Market .......111
`b.
`Anticompetitive Effects in the Exchange Market ........................111
`c.
`Anticompetitive Effects in the Network Market ..........................113
`d.
`Anticompetitive Effects in the Markets for Ad Buying Tools for
`Small Advertisers and Display Ad Buying Tools for Large
`Advertisers ...................................................................................113
`Harm to Innovation ......................................................................115
`e.
`Google Also Engages in Unfair and Deceptive Conduct that Harms Consumers115
`1.
`False and Misleading Statements About Sideloading Apps ....................115
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`e.
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`b.
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`iii
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`B.
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`C.
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`
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`2.
`3.
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`2.
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`D.
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`E.
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`False and Misleading Statements About “Openness” ..............................117
`False and Misleading Statements and Deceptive Conduct Regarding
`Google Play Billing..................................................................................120
`The Individual Defendants Breached Their Fiduciary Duties by Utterly Failing to
`Institute an Appropriate Reporting System and Consciously Failing to Act to
`Prevent an Illegal Business Plan ..........................................................................122
`The Board’s Failure to Institute a System of Internal Controls to Monitor
`1.
`the Company’s Illegal Business Plans .....................................................122
`The Audit Committee’s Failure to Act in the Face of Numerous Red Flags
`Indicating that the Company Was Carrying Out Illegal Business Plans
`Violative of U.S. Antitrust Law ...............................................................127
`The Department of Justice and State Attorneys General Bring Antitrust
`Enforcement Claims Against the Company; Private Suits Follow ......................129
`DERIVATIVE AND DEMAND FUTILITY ALLEGATIONS .....................................130
`CONTROL ALLEGATIONS ..........................................................................................134
`A.
`Alphabet Is Controlled by Brin, Page, and Schmidt ............................................134
`B.
`Brin, Page, and Schmidt Directed and Oversaw the Company’s Anticompetitive
`Business Practices ................................................................................................136
`The Board Fails to Challenge the Anticompetitive Conduct Orchestrated by Brin,
`Page, and Schmidt ................................................................................................138
`VII. DAMAGES TO THE COMPANY ..................................................................................138
`VIII. CLAIMS FOR RELIEF ...................................................................................................139
`COUNT I
`Breach of Fiduciary Duty (Against the Individual Defendants in Their Capacity as
`Directors) .............................................................................................................139
`COUNT II Breach of Fiduciary Duty (Against Brin, Page, Schmidt, and Pichai in Their
`Capacity as Officers)............................................................................................140
` Breach of Fiduciary Duty (Against Brin, Page, and Schmidt in Their Capacity as
`Controlling Stockholders) ....................................................................................140
`COUNT IV Unjust Enrichment (Against the Individual Defendants) .....................................141
`COUNT V Corporate Waste (Against the Individual Defendants) ........................................142
`IX.
`PRAYER FOR RELIEF ..................................................................................................143
`X.
`JURY DEMAND .............................................................................................................145
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`V.
`VI.
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`C.
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`COUNT III
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`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 6 of 151
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`Plaintiff the Police and Fire Retirement System of the City of Detroit, by and through its
`undersigned attorneys, respectfully submits this action in the name of, and on behalf of, Nominal
`Defendant Alphabet, Inc. (“Alphabet” or the “Company”), formerly named Google, Inc. (converted in
`2017 into Google LLC) (“Google”), against the Company’s Board of Directors (the “Board,” defined
`below) and certain executive officers named herein (the “Officer Defendants,” defined below, and together
`with the Board, the “Individual Defendants”).
`The allegations in this Verified Stockholder Derivative Complaint (the “Complaint”) are based
`upon Plaintiff’s personal knowledge with regard to its own acts, and upon information and belief as to all
`other matters. Plaintiff’s information and belief is based upon the investigation conducted by Plaintiff’s
`counsel, including, inter alia, review of: (i) documents received pursuant to a books and record demand
`made under §220 of the Delaware General Corporation Law (the “220 Documents”); (ii) public filings
`made by the Company with the U.S. Securities and Exchange Commission (the “SEC”); (iii) news articles,
`analysts’ reports, press releases, and other publicly available information concerning Alphabet, the
`Individual Defendants, and the misconduct described herein; (iv) public filings made in the following
`actions against Google: U.S. v. Google LLC, Case No. 1:20-cv-03010 (D.D.C. 2020) (the “DOJ Action”);
`Utah v. Google LLC, Case No. 3:21-cv-05227 (N.D. Cal. 2021) (the “Utah AG Action”); Texas v. Google
`LLC, Case No. 4:20-cv-00957 (E.D. Tex. 2021) (the “Texas AG Action”); and Colorado v. Google LLC,
`Case No. 1:20-cv-03715 (D.D.C. 2020) (the “Colorado AG Action”); and (v) other publicly available
`information.
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`I.
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`SUMMARY OF THE ACTION
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`1.
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`This is a stockholder derivative action arising out of the prolonged and ongoing
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`monopolistic and anticompetitive business practices, which the Individual Defendants (defined below)
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`caused Alphabet1 to adopt and maintain. Specifically, under the Individual Defendants’ management and
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`
`1
`Google is the predecessor company to Alphabet. In October 2015, Google re-organized and
`Alphabet came into existence as the holding company for Google. All of Google’s directors and officers
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`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 7 of 151
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`oversight, Alphabet systematically engaged in anticompetitive acts, including: (i) leveraging its dominant
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`position in general search to expand to other markets and eliminate competition in vertical search; (ii)
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`forcing anticompetitive tying agreements on manufacturers and mobile carriers for its Android mobile
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`devices in order to secure a monopolistic applications store charging supracompetitive fees; (iii)
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`monopolizing in-application payment processing on Android; (iv) unfairly leveraging in ad servers,
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`exchanges, and markets, resulting in supracompetitive fees for publishers, advertisers, and consumers,
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`among other anticompetitive conduct in those business segments; (v) unfairly extracting supracompetitive
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`fees from small publishers and the destruction of the competitive header bidding that arose in response to
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`Alphabet’s original anticompetitive conduct in the ad purchase tools market, among other anticompetitive
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`conduct in this segment; (vi) locking competitors out of voice-assisted search access points and future
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`search access points to maintain general search monopoly; and (vii) unlawfully acquiring and agreeing
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`with competitors to destroy competition and prevent nascent competitors from gaining market share.
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`2.
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`These acts have resulted in significant enforcement actions being brought against the
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`Company by the U.S. Department of Justice (“DOJ”) and 48 State Attorneys General. The House of
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`Representatives has also called the Company to account, requesting testimony and releasing a report
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`detailing Alphabet’s monopolistic conduct.
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`3.
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`Defendants Brin, Page, and Schmidt asserted dominance and control over Alphabet. Under
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`their leadership, and with the blessing of the Board, Alphabet pursued a vast array of illegal and
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`anticompetitive business plans, including leveraging dominance in certain business markets to capture and
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`monopolize others.
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`
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`remained the same. Google’s stockholders’ interests were maintained in Alphabet, which does not have
`its own operations. “Alphabet” is defined herein to include Google and its subsidiaries.
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`4.
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`As a result of the anticompetitive practices described herein, Alphabet has suffered
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`substantial harm and faces potential fines in the billions of dollars. It has spent tens of millions of dollars
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`on investigations and civil actions. And Alphabet’s reputation has suffered immense harm.
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`5.
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`This litigation seeks to hold the Individual Defendants, who are the controlling
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`stockholders, senior executives, and Board of Directors of Alphabet – accountable for the Company’s
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`anticompetitive and monopolistic business practices.
`
`II.
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`JURISDICTION AND VENUE
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`6.
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`The Court has original jurisdiction over this action under 28 U.S.C. §1332(a)(1) because
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`the matter in controversy, exclusive of interests and costs, exceeds the sum or value of $75,000 and is
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`between citizens of different States. This Court also has jurisdiction over the causes of action asserted
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`herein pursuant to the California Constitution, Article VI, §10, and C.C.P. §410.10, because this case is
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`not a cause given by statute to other courts, as this derivative action is brought pursuant to Cal. Corp. §800
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`to remedy the Defendants’ violations of law.
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`7.
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`This Court has jurisdiction over each Defendant. Alphabet maintains its headquarters in
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`California, and because the allegations contained herein are brought derivatively on behalf of Alphabet,
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`Defendants’ conduct was purposefully directed at California. This Court retains general jurisdiction over
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`each named Defendant who is a resident of California. Additionally, this Court has personal jurisdiction
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`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 9 of 151
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`over each named non-resident Defendant because their affiliations with California are so continuous and
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`systematic as to render jurisdiction by this Court permissible under traditional notions of fair play and
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`substantial justice. Moreover, the locus of the conduct at issue in this action occurred substantially in
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`California, where Alphabet maintains its headquarters. Exercising jurisdiction over any non-resident
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`Defendant is reasonable under these circumstances.
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`8.
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`Venue is proper in this Court pursuant to C.C.P. §395(a), because the conduct at issue took
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`place and had an effect in this County where Alphabet maintains its headquarters.
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`9.
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`Division Assignment: This action should be assigned to the San Jose Division of this
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`Court, as the Company is headquartered in Santa Clara County, California, under Local Rule 3-2(e).
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`III.
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`PARTIES
`A.
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`Plaintiff
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`10.
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`Plaintiff Police and Fire Retirement System of the City of Detroit (“Plaintiff”) has
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`continuously held Alphabet common stock since December 2005.
`
`B.
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`11.
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`Nominal Defendant
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`Nominal Defendant Alphabet is a Delaware corporation with principal executive offices at
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`1600 Amphitheatre Parkway, Mountain View, California 94043. Alphabet, formerly Google, underwent
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`corporate restructuring on October 2, 2015, by which Alphabet became the holding company of Google
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`and its subsidiaries. Alphabet is an information technology company that markets a variety of online and
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`cloud-based programs, such as Google Search, Android, Google Maps, Chrome, YouTube, Google Play,
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`and Gmail. According to the Company’s Annual Report on Form 10-K for Fiscal Year 2020, Alphabet
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`recognized total segment revenues of $182.5 billion, of which approximately 80% is attributable to
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`advertisements. Revenue attributable to Google made up more than 99% of Alphabet’s consolidated
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`revenues in 2020.
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`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 10 of 151
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`C.
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`12.
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`Individual Defendants
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`Defendant Larry Page (“Page”) is a co-founder of Google, served as Google’s Chief
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`Executive Officer (“CEO”) from September 1998 to July 2001, and from April 2011 until July 2015.
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`From July 2015, Page served as CEO of Google’s parent company, Alphabet, until December 2019. Page
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`has also served as a director of the Company since its inception in September 1998. Page is also Chair of
`
`the Company’s Executive Committee, for which a formal charter was adopted in 2004. From July 2001
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`to April 2011, Page served as Google’s President, Products. In addition, from September 1998 to July
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`2002, Page served as Google’s Chief Financial Officer (“CFO”). According to the Schedule 14A the
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`Company filed with the SEC on April 23, 2021, Page is a beneficial owner of approximately 26.3% of
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`Alphabet’s voting stock and holds 19,952,558 shares of Alphabet Class B Common Stock.
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`13.
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`Defendant Sergey Brin (“Brin”) is a co-founder of Google, and has served as the
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`Company’s President since October 2015. Brin has also served as a director of the Company since its
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`inception in September 1998. Brin is a member of the Board’s Executive Committee, for which a formal
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`charter was adopted in 2004. From July 2001 to April 2011, Brin served as Google’s President,
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`Technology. From September 1998 to July 2001, Brin served as the Company’s President and Chair.
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`According to the Schedule 14A the Company filed with the SEC on April 23, 2021, Brin is a beneficial
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`owner of approximately 25.3% of Alphabet’s voting stock, and holds 19,168,466 shares of Alphabet Class
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`B Common Stock.
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`14.
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`Defendant Eric E. Schmidt (“Schmidt”) served as the Executive Chairman of the Board
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`from April 2011 to January 2018, and as a member of the Board from March 2001 until June 2019.
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`Schmidt was a member of the Board’s Executive Committee, for which a formal charter was adopted by
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`the Company in 2004. Schmidt is also a member of the Company’s Operating Committee (“OC”).
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`Schmidt has also served as Google’s CEO from July 2001 to April 2011. According to the Schedule 14A
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`the Company filed with the SEC on April 23, 2021, Schmidt is a beneficial owner of approximately 4.5%
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`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 11 of 151
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`
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`of Alphabet’s voting stock and holds 15,956 shares of Alphabet Class A Common Stock, and 3,385,149
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`shares of Alphabet Class B Common Stock. The same Schedule 14A notes that Schmidt owns and controls
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`an additional 2,739,273 shares of Alphabet Class B Common Stock through a living trust and partnership
`
`under his control. Alphabet paid Schmidt the following compensation as an executive:
`
`Salary
`
`Bonus
`
`Stock
`Awards
`
`Option
`Awards
`
`Non-
`Equity
`Incentive
`Plan
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$1,250,000 $0
`$0
`$0
`$0
`$1,250,000 $0
`$0
`$0
`$0
`$1,250,000 $0
`$0
`$0
`$1,254,808 $6,000,000 $0
`$0
`$1,250,000 $6,000,000 $100,443,838 $0
`$0
`$1,250,000 $6,000,000 $11,365,184
`$0
`$0
`$1,250,000 $6,000,000 $0
`$0
`$937,500
`$0
`$55,643,040
`$38,136,040 $6,000,000
`$1
`$1,785
`$0
`$0
`$0
`$1
`$1,660
`$0
`$0
`$0
`$1
`$0
`$0
`$0
`$0
`$1
`$1,898
`$0
`$0
`$0
`$1
`$1,723
`$0
`$0
`$0
`
`Other
`All
`Compensation
`
`Total
`
`$3,414,224
`$362,016
`$3,476,592
`$3,059,791
`$783,370
`$996,934
`$708,196
`$378,624
`$263,682
`$311,433
`$243,661
`$508,763
`$478,662
`$555,742
`
`$3,414,224
`$1,612,016
`$4,726,592
`$4,309,791
`$8,038,178
`$108,690,772
`$19,323,380
`$7,628,624
`$100,980,262
`$313,219
`$245,322
`$508,764
`$480,561
`$557,466
`
`Year
`
`2019
`2018
`2017
`2016
`2015
`2014
`2013
`2012
`2011
`2010
`2009
`2008
`2007
`2006
`
`
`15.
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`Defendant Sundar Pichai (“Pichai”) has been the CEO of Google since August 2015.
`
`Pichai also became the CEO of Google’s parent company, Alphabet, in December 2019, replacing Page.
`
`Pichai has also served as a member of the Board since July 2017. He was a member of the OC (Google’s
`
`executive-level Operating Committee). In August 2014, Defendant Pichai was awarded 353,939 restricted
`
`stock units, which fully vested in April 2018 with a market value on that date of $370,361,770. In addition,
`
`between 2015 to the end of 2020, the Company paid Pichai the following compensation:
`
`Year
`
`Salary
`
`Bonus
`
`Stock
`Awards
`
`Option
`Awards
`
`2020
`2019
`2018
`2017
`2016
`2015
`
`$2,015,385 $0
`$650,000
`$0
`$650,000
`$0
`$650,000
`$0
`$650,000
`$0
`$652,500
`$0
`
`$0
`$0
`$276,612,072 $0
`$0
`$0
`$0
`$0
`$198,695,790 $0
`$99,829,142
`$0
`
`Non-Equity
`Incentive
`Plan
`$0
`$0
`$0
`$0
`$0
`$0
`
`Other
`All
`Compensation
`
`Total
`
`$5,410,162
`$3,359,480
`$1,231,066
`$683,557
`$372,410
`$150,460
`
`$7,425,547
`$280,621,552
`$1,881,066
`$1,333,557
`$199,718,200
`$100,632,102
`
`
`
`6
`VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT
`
`

`

`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 12 of 151
`
`
`
`16.
`
`Defendant John L. Hennessy (“Hennessy”) has served as a member of the Board since
`
`April 2004 and as Lead Independent Director from April 2007 to January 2018. In January 2018,
`
`Hennessy was appointed to serve as Alphabet’s Chair of the Board. Between 2007 to the end of 2020,
`
`the Company paid Hennessy the following compensation:
`
`Year
`
`2020
`2019
`2018
`2017
`2016
`2015
`2014
`2013
`2012
`2011
`2010
`2009
`2008
`2007
`
`Fees Paid
`in Cash
`$100,000
`$100,000
`$83,717
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$0
`$0
`$0
`
`Stock
`Awards
`$503,314
`$504,711
`$402,711
`$355,567
`$351,676
`$351,198
`$350,216
`$351,913
`$343,856
`$352,267
`$358,187
`$497,156
`$0
`$0
`
`Other
`All
`Compensation
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$196,285
`$432,334
`
`Total
`
`$603,314
`$604,711
`$486,428
`$430,567
`$426,676
`$426,198
`$425,216
`$426,913
`$418,856
`$427,267
`$433,187
`$497,156
`$196,285
`$432,334
`
`Defendant Frances Arnold (“Arnold”) has served as a member of the Board since
`
`
`17.
`
`December 2019. In 2020, the Company paid Arnold the following compensation:
`
`Year
`
`2020
`
`Fees Paid
`in Cash
`$38,248
`
`Other
`All
`Stock
`Compensation
`Awards
`$1,188,057 $0
`
`Total
`
`$1,226,305
`
`Defendant L. John Doerr (“Doerr”) has served as a member of the Board since May 1999.
`
`
`18.
`
`Doerr has also served as a member of the Board’s Audit Committee from May 2007 to January 2012, and
`
`from December 2015 to June 2016. According to the Schedule 14A the Company filed with the SEC on
`
`April 23, 2021, Doerr is a beneficial owner of approximately 1.5% of Alphabet’s voting stock and holds
`
`145,594 shares of Alphabet Class A common stock and 1,117,447 shares of Alphabet Class B Common
`
`Stock. Between 2009 to the end of 2020, the Company paid Doerr the following compensation:
`
`7
`VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 13 of 151
`
`
`
`
`19.
`
`Year
`
`2020
`2019
`2018
`2017
`2016
`2015
`2014
`2013
`2012
`2011
`2010
`2009
`
`Fees Paid
`in Cash
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$0
`
`Stock
`Awards
`$352,320
`$353,298
`$350,786
`$355,567
`$351,676
`$351,198
`$350,216
`$351,913
`$343,856
`$352,267
`$358,187
`$497,156
`
`Other
`All
`Compensation
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$1,221,776
`$0
`$0
`$0
`$0
`
`Total
`
`$427,320
`$428,298
`$425,786
`$430,567
`$426,676
`$426,198
`$425,216
`$1,648,689
`$418,856
`$427,267
`$433,187
`$497,156
`
`Defendant Roger W. Ferguson, Jr., (“Ferguson”) has served as a member of the Board
`
`since June 2016. Ferguson has also served on the Board’s Audit Committee since June 2016. Between
`
`June 2016 to the end of 2020, the Company paid Ferguson the following compensation:
`
`Year
`
`2020
`2019
`2018
`2017
`2016
`
`Fees Paid
`in Cash
`$75,000
`$75,000
`$75,000
`$71,552
`$0
`
`Other
`All
`Stock
`Compensation
`Awards
`$0
`$352,320
`$0
`$353,298
`$0
`$350,786
`$0
`$339,156
`$1,004,789 $0
`
`Total
`
`$427,320
`$428,298
`$425,786
`$410,708
`$1,004,789
`
`Defendant Ann Mather (“Mather”) has served as a member of the Board since November
`
`
`20.
`
`2005. Mather has also served as Chair of the Audit Committee since November 2005. Between 2007 to
`
`the end of 2020, the Company paid Mather the following compensation:
`
`8
`VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 14 of 151
`
`Year
`
`2020
`2019
`2018
`2017
`2016
`2015
`2014
`2013
`2012
`2011
`2010
`2009
`2008
`2007
`
`Fees Paid
`in Cash
`$100,000
`$100,000
`$100,000
`$100,000
`$100,000
`$100,000
`$100,000
`$100,000
`$100,000
`$100,000
`$0
`$0
`$0
`$0
`
`Stock
`Awards
`$352,320
`$353,298
`$350,786
`$355,567
`$351,676
`$351,198
`$350,216
`$351,913
`$343,856
`$352,267
`$507,915
`$0
`$257,415
`$435,973
`
`Other
`All
`Compensation
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$157,104
`$268,296
`
`Total
`
`$452,320
`$453,298
`$450,786
`$455,567
`$451,676
`$451,198
`$450,216
`$451,913
`$443,856
`$452,267
`$507,915
`$0
`$414,519
`$704,269
`
`21.
`
`Defendant Alan R. Mulally (“Mulally”) has served as a member of the Board since July
`
`
`
`
`
`2014. Mulally has also served as a member of the Audit Committee since July 2014. Between 2014 to
`
`the end of 2020, the Company paid Mulally the following compensation:
`
`Year
`
`2020
`2019
`2018
`2017
`2016
`2015
`2014
`
`Fees Paid
`in Cash
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$64,674
`$0
`
`Other
`All
`Stock
`Compensation
`Awards
`$0
`$352,320
`$0
`$353,298
`$0
`$350,786
`$0
`$355,567
`$0
`$351,676
`$0
`$302,667
`$1,002,475 $0
`
`Total
`
`$427,320
`$428,298
`$425,786
`$430,567
`$426,676
`$367,341
`$1,002,475
`
`22.
`
`Defendant K. Ram Shriram (“Shriram”) has served as a member of the Board since
`
`
`
`September 1998. Shriram has also served as a member of the Audit Committee from November 2005 to
`
`July 2014. Between 2011 to the end of 2020, the Company paid Shriram the following compensation:
`
`9
`VERIFIED STOCKHOLDER DERIVATIVE COMPLAINT
`
`1 2 3 4 5 6 7 8 9
`
`10
`11
`12
`13
`14
`15
`16
`17
`18
`19
`20
`21
`22
`23
`24
`25
`26
`27
`28
`
`

`

`Case 3:21-cv-09388-RS Document 1 Filed 12/03/21 Page 15 of 151
`
`Year
`
`2020
`2019
`2018
`2017
`2016
`2015
`2014
`2013
`2012
`2011
`
`Fees Paid
`in Cash
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`$75,000
`
`Stock
`Awards
`$352,320
`$353,298
`$350,786
`$355,567
`$351,676
`$351,198
`$350,216
`$351,913
`$343,856
`$352,267
`
`Other
`All
`Compensation
`$0
`$0
`$0
`$0
`$0
`$0
`$0
`$283,670
`$0
`$0
`
`Total
`
`$427,320
`$428,298
`$425,786
`$430,567
`$426,676
`$426,1