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Proxy Statement Notice of 2020 Annual Meeting of Stockholders

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Proxy Statement Notice of 2020 Annual Meeting of Stockholders Proxy Statement Notice of 2020 Annual Meeting of Stockholders JUNE 16, 2020 SQUARE, INC. 1455 MARKET STREET, SUITE 600 SAN FRANCISCO, CALIFORNIA 94103 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held at 10:00 a.m. Pacific Time on Tuesday, June 16, 2020 Dear Stockholders of Square, Inc.: We cordially invite you to attend the 2020 annual meeting of stockholders (the ‘‘Annual Meeting’’) of Square, Inc., a Delaware corporation, which will be held virtually on Tuesday, June 16, 2020, at 10:00 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2020, where you will be able to listen to the meeting live, submit questions and vote your shares online during the meeting, just as you could at an in-person meeting. We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement: 1. To elect three Class II directors to serve until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified; 2. To approve, on an advisory basis, the compensation of our named executive officers; 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020; 4. To vote upon a proposal submitted by one of our stockholders regarding employee representation on the board of directors, if properly presented at the annual meeting; and 5. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. Our board of directors has fixed the close of business on April 20, 2020 as the record date for the Annual Meeting. Only stockholders of record on April 20, 2020 are entitled to notice of, and to vote at, the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our headquarters located at 1455 Market Street, Suite 600, San Francisco, California 94103. Reasonable accommodations will be made if the Company cannot make the list available at its headquarters. The stockholder list will also be available online during the Annual Meeting. Further information regarding voting rights, the matters to be voted upon and instructions to attend the Annual Meeting is presented in the accompanying proxy statement. The Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and our annual report is first being mailed on or about April 24, 2020 to all stockholders entitled to vote at the Annual Meeting. The accompanying proxy statement and our annual report can be accessed by visiting www.proxyvote.com. You will be asked to enter the 16-digit control number located on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials to attend the Annual Meeting. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail as soon as possible to ensure your shares are represented. For additional instructions on attending the Annual Meeting or voting your shares, please refer to the section titled ‘‘Questions and Answers About Our Proxy Materials and Annual Meeting’’ in this proxy statement. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting. We appreciate your continued support of Square. By order of the Board of Directors, Jack Dorsey President, Chief Executive Officer and Chairman of the Board San Francisco, California April 24, 2020 TABLE OF CONTENTS Page EXECUTIVE SUMMARY i BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 1 Nominees for Director 1 Continuing Directors 2 Director Independence 4 Board Leadership Structure and Role of Our Lead Independent Director 5 Board Meetings and Committees 5 Compensation Committee Interlocks and Insider Participation 8 Considerations in Evaluating Director Nominees 8 Stockholder Recommendations and Nominations to the Board of Directors 9 Communications with the Board of Directors 10 Corporate Governance Guidelines and Code of Business Conduct and Ethics 10 Stock Ownership Guidelines 10 Risk Management 11 Corporate Responsibility and Sustainability 12 Director Compensation 13 PROPOSAL NO. 1—ELECTION OF DIRECTORS 18 PROPOSAL NO. 2—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 19 PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 20 PROPOSAL NO. 4—STOCKHOLDER PROPOSAL REGARDING EMPLOYEE REPRESENTATION ON THE BOARD OF DIRECTORS 23 REPORT OF THE AUDIT AND RISK COMMITTEE 27 EXECUTIVE OFFICERS 28 EXECUTIVE COMPENSATION 30 Compensation Discussion and Analysis 30 Compensation Committee Report 43 Compensation Risk Assessment 44 Compensation Tables 45 EQUITY COMPENSATION PLAN INFORMATION 55 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 56 PAY RATIO DISCLOSURE 60 CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS 61 Policies and Procedures for Related Party Transactions 63 QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING 64 OTHER MATTERS 71 Delinquent Section 16(a) Reports 71 Fiscal Year 2019 Annual Report and SEC Filings 71 EXECUTIVE SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Information about our 2020 Annual Meeting of Stockholders Date and Time: Tuesday, June 16, 2020, at 10:00 a.m. Pacific Time. Location: The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2020, where you will be able to listen to the meeting live, submit questions and vote your shares online during the meeting. Record Date: April 20, 2020 Voting Matters Proposals Board Page Number for Recommendation Additional Information 1 The election of Roelof Botha, Amy Brooks and FOR 18 James McKelvey as Class II directors. 2 The approval, on an advisory basis, of the FOR 19 compensation of our named executive officers. 3 The ratification of the appointment of Ernst & FOR 20 Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020. 4 To vote upon a proposal submitted by one of AGAINST 23 our stockholders regarding employee representation on the board of directors, if properly presented at the Annual Meeting. We will also transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. As of the date of this proxy statement, we have not received notice of any such business. SQUARE 2020 Proxy Statement i Corporate Governance Highlights We are committed to having sound corporate governance principles that we believe promote long-term value and serve the best interest of all our stockholders, sellers, customers and other stakeholders. Some highlights of our corporate governance practices are listed below: • Proactive approach to board pipeline • Annual board of director and management committee evaluations • 8 out of 10 directors are independent • Significant stock ownership • 3 out of 10 directors are women requirements for directors and • 4 out of 6 executive officers are executive officers women • Insider Trading policy prohibits • Separate lead independent director hedging and pledging transactions and Chairman • All board committees are 100% • Regular executive sessions of independent independent directors • Each director attended at least 75% of • Strong risk oversight by full board and board and committee meetings committees Our 2020 Director Nominees Our Class II director nominees demonstrate a mix of experiences and perspectives. Name Director Experience Indepen- Board and Committee Other Since dence Positions Current Public Company Boards Roelof Botha 2011 Partner at Sequoia Audit and Risk Committee Eventbrite, Inc. Capital Compensation Committee MongoDB, Inc. Natera, Inc. Amy Brooks 2019 President, Team Nominating and Corporate None Marketing & Governance Committee Business Operations and Chief Innovation Officer of the National Basketball Association James 2009 Co-Founder of — — None McKelvey Square General Partner of FinTop Capital SQUARE 2020 Proxy Statement ii Executive Compensation Philosophy and Highlights Our Compensation Philosophy Square stands for economic empowerment, and everything we do is intended to give our sellers accessible, affordable tools designed to help them start, run and grow their businesses to fully participate in the economy. Similarly, with Cash App, we have built a parallel ecosystem of financial services to help individuals manage their money. Our customers inspire us in how they innovate, take risks and take ownership. We want our employees, like our customers, to act like owners. Our compensation approach reflects this philosophy. To this end, our compensation programs are designed to attract, retain and grow the best teams while reflecting the core tenets of our culture: • Fairness: By designing and delivering compensation programs that are equitable across similarly situated employees, our employees are motivated to work collaboratively to achieve our long-term business objectives and serve our sellers. • Simplicity: By providing compensation programs that are simple
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