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Annual Report Is First Being Mailed on Or About April 29, 2021 to All Stockholders Entitled to Vote at the Annual Meeting

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Annual Report Is First Being Mailed on Or About April 29, 2021 to All Stockholders Entitled to Vote at the Annual Meeting 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 15, 2021 Dear Stockholders of Square, Inc.: We cordially invite you to attend the 2021 annual meeting of stockholders (the ‘‘Annual Meeting’’) of Square, Inc., a Delaware corporation, which will be held virtually on Tuesday, June 15, 2021, at 10:00 a.m. Pacific Time. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SQ2021, 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 four Class III directors to serve until the 2024 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, 2021; 4. To vote upon two stockholder proposals, 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 22, 2021 as the record date for the Annual Meeting. Only stockholders of record on April 22, 2021 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 we cannot make the list available at our 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 29, 2021 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 29, 2021 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 9 Considerations in Evaluating Director Nominees 9 Stockholder Recommendations and Nominations to the Board of Directors 10 Communications with the Board of Directors 10 Corporate Governance Guidelines and Code of Business Conduct and Ethics 11 Stock Ownership Guidelines 11 Risk Management 11 ESG and Corporate Responsibility 13 Director Compensation 14 PROPOSAL NO. 1—ELECTION OF DIRECTORS 20 PROPOSAL NO. 2—ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 21 PROPOSAL NO. 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 22 PROPOSAL NO. 4—STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIR 25 PROPOSAL NO. 5—STOCKHOLDER PROPOSAL REGARDING A CHANGE IN STOCKHOLDER VOTING 29 REPORT OF THE AUDIT AND RISK COMMITTEE 32 EXECUTIVE OFFICERS 33 EXECUTIVE COMPENSATION 34 Compensation Discussion and Analysis 34 Compensation Committee Report 46 Compensation Risk Assessment 47 Compensation Tables 48 EQUITY COMPENSATION PLAN INFORMATION 59 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60 PAY RATIO DISCLOSURE 64 CERTAIN RELATIONSHIPS, RELATED PARTY AND OTHER TRANSACTIONS 65 Policies and Procedures for Related Party Transactions 66 QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING 68 OTHER MATTERS 75 Delinquent Section 16(a) Reports 75 Fiscal Year 2020 Annual Report and SEC Filings 75 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 2021 Annual Meeting of Stockholders Date and Time: Tuesday, June 15, 2021, 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/SQ2021, where you will be able to listen to the meeting live, submit questions and vote your shares online during the meeting. Record Date: April 22, 2021 Voting Matters Proposals Board Page Number for Recommendation Additional Information 1 The election of Randy Garutti, Mary Meeker, FOR 20 Lawrence Summers and Darren Walker as Class III directors. 2 The approval, on an advisory basis, of the FOR 21 compensation of our named executive officers. 3 The ratification of the appointment of Ernst & FOR 22 Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. 4 To vote upon a proposal submitted by one of AGAINST 25 our stockholders regarding an independent chair, if properly presented at the Annual Meeting. 5 To vote upon a proposal submitted by one of AGAINST 29 our stockholders regarding a change in stockholder voting, 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, committee and management individual director evaluations • 9 out of 11 directors are independent • Significant stock ownership • 4 out of 11 directors are women or requirements for directors and ethnically diverse executive officers • 3 out of 5 executive officers are • Insider Trading Policy prohibits women hedging and pledging transactions • Separate lead independent director • All board committees are 100% and Chairman independent • Strong risk oversight by full board and • Each director attended at least 75% of committees board and committee meetings Our 2021 Director Nominees Our Class III director nominees demonstrate a mix of experiences and perspectives. Name Director Experience Indepen- Board and Committee Other Current Since dence Positions Public Company Boards Randy 2017 CEO of Shake Shack ✓ Nominating and Corporate Shake Shack Garutti Governance Committee Inc. Mary Meeker 2011 General Partner of ✓ Compensation Committee None Bond Capital Lawrence 2011 Charles W. Eliot ✓ Audit and Risk Committee None Summers University Professor & President Emeritus of Harvard University Darren 2020 President of the Ford ✓ Nominating and Corporate PepsiCo, Inc. Walker Foundation Governance Committee Ralph Lauren Corporation 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:
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