DEF 14A of Amazon Com Inc
Filed Apr 9, 2026 · FY20250001104659-26-041026
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
| • We have the appropriate mix of skills, qualifications, backgrounds, and tenures on the Board to support and help drive the Company’s long-term performance. • Our Board’s composition represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. • The Board actively oversees our sustainability and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, oversees and receives regular reports on our regulatory compliance, and reviews shareholder feedback on these topics as we evolve our practices and disclosures. |
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
| • Our executive compensation philosophy is anchored on periodic grants of time-vested restricted stock units that vest over the long term, which strongly and directly align our executives’ compensation with the returns we deliver to shareholders. These awards focus executives on the true long-term success of our business, not on isolated one-, two-, or three-year goals that can encompass only a limited and selective portion of our objectives and that can reward executives with above-target payouts even when the stock price remains flat or declines. • At our 2025 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers. We are pleased with the broad support among our shareholders for our compensation practices, which we believe reflects the success of our extensive engagement with, and responsiveness to, shareholders in prior years. • The Leadership Development and Compensation Committee did not grant any equity awards to our CEO or any of our named executives during 2025 and has not granted our CEO an award since 2021. Our Compensation Discussion and Analysis addresses other matters with respect to our named executives’ compensation. • Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to: ✓ attract and retain incredibly talented people who have guided our business through countless challenges; ✓ develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video; ✓ make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and ✓ drive strong long-term returns to our shareholders. |
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
The Climate Pledge is our goal to reach net-zero carbon emissions by 2040. It brings more than 640 signatories from more than 60 industries and more than 45 countries together to accelerate joint action. We’ve also invested in more than 20 climate-tech startups to help drive innovative new solutions that can accelerate a path forward. Examples of investment recipients include startups like Brimstone, which produces low-carbon concrete, and Electra, which decarbonizes steel, both essential materials in building construction. We’re investing in building design and lower carbon construction materials. This past year, we: • Opened DII5, a first-of-its-kind mass-timber delivery station that includes 40 climate-forward designs under one roof, including lower-carbon concrete, rainwater runoff collection and reuse, and electric heat pumps. • Brought a fulfillment center online in Japan that uses geothermal technology, known as geo-exchange, for heating and cooling, and leverages vertical solar panels to help power its operations with carbon-free energy. • Continued building data centers using lower-carbon concrete and steel and implementing technology to operate more efficiently, including our custom designed In-Row Heat Exchanger—a closed-loop liquid cooling system that is 20% more power efficient than off-the-shelf solutions while using 9% less water than fully air-cooled sites. • Announced in collaboration with Rio Tinto that AWS secured the first low-carbon copper for use in U.S. data centers as the first customer of industry pioneer Nuton Technology. AWS will provide cloud-based data and analytics to help optimize Nuton’s operations. We continue efforts to minimize energy and water consumption in our data centers, with increased energy efficiency, significant investments in carbon-free energy, and many of our data centers only using water for cooling about 5% of the year as we work toward our 2030 goal of returning more water to communities than we use in AWS’s direct operations. This past year, we: • Announced a plan to expand water recycling to over 120 data centers in the U.S. by 2030, expected to preserve over 530 million gallons of drinking water annually. • Invested in 45 water replenishment projects, which are expected to return over 18 billion liters of water each year once all are completed—equal to enough water to fill 7,300 Olympic swimming pools. • Leveraged AI tools, such as FlowMS for leak detection at over 200 sites and BBAM for utility efficiency at over 300 sites, to make our buildings more efficient. • Announced the launch of Get Blue in collaboration with Water.org, Gap, and Starbucks, an initiative to help fund access to safe water and sanitation through Water.org’s proven solutions. • Were named one of the world’s largest corporate purchasers of carbon-free energy by Bloomberg NEF. • Announced we have invested in more than 700 carbon-free energy projects worldwide, with the capacity to generate more than 40 gigawatts of electricity. We deliver products in packaging that protects items while minimizing waste and making it easier to recycle, which has avoided 4.2 million metric tons of packaging since 2015. In 2024, we removed all plastic air pillows from our delivery packaging globally, helping avoid nearly 15 billion plastic air pillows annually. We retrofitted more than 120 of our automated packing machines that made plastic bags to now create made-to-fit paper bags across the U.S., helping us avoid more than 134 million plastic bags in 2024. We saw a significant year-over-year decrease in the number of shipments that contained single-use plastic delivery packaging in North America, reducing by almost half the number of shipments. We continue to expand the use of zero-tailpipe-emission vehicles. We have deployed more than 40,000 electric delivery vehicles in our global transportation network, including more than 30,000 custom delivery vans making deliveries across thousands of U.S. cities. In 2024, Rivian vans delivered more than 1 billion packages to customers with zero tailpipe emissions. Learn more at sustainability.aboutamazon.com. Our Communities We are committed to improving customers’ lives and contributing to the fabric of communities. We want communities to thrive because we’re there—creating jobs and affordable housing, investing in education, empowering small businesses, providing disaster relief, and operating sustainably at scale. These are all core to how we interact with communities. When we become a part of a community, we work hard to be a good neighbor and make our communities stronger. That means creating jobs with good pay and benefits, building our fulfillment and data centers responsibly, and investing in local infrastructure like schools, affordable housing, and other essential services. Our investments in the U.S. reached more than $340 billion in 2025, and we have contributed more than $1.8 trillion to the U.S. economy since 2010. We engage and collaborate with local communities to address their unique needs, from infrastructure to talent attraction and workforce development programs. For example: • More than 134,000 employees across 55 countries volunteered during our annual Global Month of Volunteering, supporting more than 2,500 organizations and communities. • We delivered more than 60 million free meals from food banks across the U.S. and UK directly to families and individuals in need. • We increased our commitment to help create and preserve affordable homes in our hometown regions of Puget Sound, National Capital, and Nashville, with plans to invest a total of $3.6 billion in funding to make more than 35,000 properties remain affordable for 99 years. Our disaster relief program leverages our technology and global logistics network to provide fast, effective aid for communities around the world impacted by natural disasters. We operate dedicated disaster relief hubs around the world to deliver relief to communities within hours of a hurricane, wildfire, or other disaster. Since 2017, we have used our global inventory, logistics infrastructure, and technology to support communities impacted by more than 200 natural disasters. We’ve donated and delivered more than 26 million relief items—like emergency supplies, hygiene kits, diapers, baby formula, and water—globally. In 2025, we responded to 30 natural disasters across 12 countries, including: • Donating and delivering over 500,000 relief items to 29 organizations during the L.A. wildfires, part of Amazon’s $10 million response with drone and cloud technology support. • Working with more than 200 food banks across central and southeastern Mexico to distribute more than 2,000 boxes of food after devastating flooding. Each box held enough food to support a family of four for up to 10 days. • Donating $3 million to support the Washington State Emergency Fund, American Red Cross, and United Ways of the Pacific Northwest to respond to destructive rains, winds, and landslides in western Washington and delivering more than 75,000 relief items in the hours and days after the floods. • Delivering portable technology solutions to power and connect hospitals, police stations, and emergency operations in Jamaica as part of our commitment to help Caribbean communities recover from Hurricane Melissa. • Flying Amazon Air to Alaska to deliver more than 6,800 relief items after Typhoon Halong swept homes into the sea. Bringing together 600 employees to unload and sort donations to support communities impacted by flooding in Central Texas. Learn more at aboutamazon.com/impact/community. NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
Susan K. Jong Secretary
Susan K. Jong Secretary Seattle, Washington April 9, 2026 Important Notice Regarding the Availability of Proxy Materials for the Amazon.com, Inc. Shareholder Meeting to be Held on May 20, 2026. The Proxy Statement and our 2025 Annual Report are available at www.proxyvote.com.
Susan K. Jong Secretary
| ITEM 1—Election of Directors | 2 | Key Proxy Information Board composition (page 14) Risk oversight (page 16) Sustainability initiatives (page 17) Our shareholder engagement program (page 19) Our executive compensation philosophy (page 47) 2025 executive compensation (page 52) | | BOARD OF DIRECTORS INFORMATION | 3 | | | Biographical Information | 3 | | | Board Composition | 14 | | | Corporate Governance | 16 | | | Board Meetings and Committees | 20 | | | Compensation of Directors | 23 | | | ITEM 2—Ratification of the Appointment of Ernst & Young LLP as Independent Auditors | 25 | | | AUDITORS | 26 | | | Fee Information | 26 | | | Pre-Approval Policies and Procedures | 26 | | | Audit Committee Report | 27 | | | ITEM 3—Advisory Vote to Approve Executive Compensation | 28 | | | SHAREHOLDER PROPOSALS | 30 | | | BENEFICIAL OWNERSHIP OF SHARES | 45 | | | EXECUTIVE COMPENSATION | 46 | | | Compensation Discussion and Analysis | 46 | | | Leadership Development and Compensation Committee Report | 55 | | | Summary Compensation Table | 56 | | | Grants of Plan-Based Awards | 56 | | | Outstanding Equity Awards and Stock Vested | 57 | | | Potential Payments Upon Termination of Employment or Change-in-Control | 59 | | | Pay Versus Performance Table | 60 | | | SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 64 | | | ANNUAL MEETING INFORMATION | 65 | | | General | 65 | | | Outstanding Securities and Quorum | 65 | | | Internet Availability of Proxy Materials | 65 | | | Proxy Voting | 65 | | | Other Matters | 66 | | | Voting Standard | 67 | | | Revocation | 67 | | | Participating in the Annual Meeting | 67 | | | OTHER INFORMATION | 69 | |
Susan K. Jong Secretary
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and other sustainability plans, initiatives, projections, goals, commitments, expectations, or prospects, are forward-looking. We use words such as anticipates, believes, commits, expects, future, goal, intends, plans, projects, seeks, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results or outcomes could differ materially due to a variety of factors. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2025 Annual Report on Form 10-K and our 2024 Amazon Sustainability Report. Any standards of measurement and performance made in reference to our environmental, social, and other sustainability plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. Inclusion of environmental, social, or other sustainability information is not an indication that the subject or information is material to our business, strategy, outlook, operating results, or financial condition or material as it relates to our impact on other parties or sustainability matters. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document. AMAZON.COM, INC. PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS To Be Held on Wednesday, May 20, 2026 The enclosed proxy is solicited by the Board of Directors of Amazon.com, Inc. (“Amazon” or the “Company”) for the Annual Meeting of Shareholders to be held virtually, via the Internet, at 9:00 a.m., Pacific Time, on Wednesday, May 20, 2026, and any adjournment or postponement thereof. For more information about the Annual Meeting, including how to attend and vote your shares, please see “Annual Meeting Information” on page 65. Voting via the Internet, mobile device, or by telephone helps save money by reducing postage and proxy tabulation costs. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week. We encourage you to cast your vote by one of the following methods:
Susan K. Jong Secretary
| | | | | VOTE BY INTERNET Shares Held of Record: http://www.proxyvote.com | VOTE BY QR CODE Shares Held of Record: See Proxy Card | VOTE BY TELEPHONE Shares Held of Record: 800-690-6903 | | Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form | Shares Held in Street Name: See Notice of Internet Availability or Voting Instruction Form | Shares Held in Street Name: See Voting Instruction Form |
Susan K. Jong Secretary
Our principal offices are located at 410 Terry Avenue North, Seattle, Washington 98109. This Proxy Statement is first being made available to our shareholders on or about April 9, 2026. ITEM 1— ELECTION OF DIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at eleven, as of the Annual Meeting. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following eleven nominees be elected at the Annual Meeting, each of whom will hold office until the next Annual Meeting of Shareholders or until his or her successor shall have been elected and qualified:
Susan K. Jong Secretary
| • Jeffrey P. Bezos • Andrew R. Jassy • Edith W. Cooper • Jamie S. Gorelick • Daniel P. Huttenlocher • Andrew Y. Ng | • Indra K. Nooyi • Jonathan J. Rubinstein • Brad D. Smith • Patricia Q. Stonesifer • Wendell P. Weeks |
Susan K. Jong Secretary
Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the 2026 Annual Meeting or until his or her successor has been elected and qualified. The nominees were most recently elected at the 2025 Annual Meeting of Shareholders. Biographical and related information on each nominee is set forth below. On April 7, 2026, Keith B. Alexander informed the Company that he would not stand for re-election at the Annual Meeting. The Board expects that the eleven nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.
Susan K. Jong Secretary
| Why We Recommend You Support This Proposal | | • We have the appropriate mix of skills, qualifications, backgrounds, and tenures on the Board to support and help drive the Company’s long-term performance. • Our Board’s composition represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors. • The Board actively oversees our sustainability and corporate governance policies and initiatives, receives periodic reports on and discusses our enterprise risk assessments, oversees and receives regular reports on our regulatory compliance, and reviews shareholder feedback on these topics as we evolve our practices and disclosures. |
Susan K. Jong Secretary
| The Board of Directors recommends a vote “FOR” each nominee. |
Susan K. Jong Secretary
In evaluating the nominees for the Board of Directors, the Board and the Nominating and Corporate Governance Committee take into account the qualities they seek for directors, and the directors’ individual qualifications, skills, expertise, and background in the context of the Company’s operations, so that collectively the Board operates as a diverse, engaged, and effective body to oversee and direct the Company’s management, operations, and strategy. Each of our director candidates possesses many skills and qualifications that enable them to effectively and productively contribute to the Board’s oversight of Amazon, and key aspects of their skills, qualifications, expertise, and background are discussed below in each biography and under “Board Composition.” When evaluating re-nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board, the Board’s current composition and succession planning, and the Company’s evolving business needs. Biographical Information
Susan K. Jong Secretary
| Jeffrey P. Bezos Founder and Executive Chair of Amazon Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Mr. Bezos’s individual qualifications and skills as a director include his customer-focused point of view, his willingness to encourage invention, his long-term perspective, and his ongoing contributions as founder and Executive Chair. Background Mr. Bezos has been Chair of the Board since founding the Company in 1994. Prior to becoming Executive Chair in July 2021, he served as Chief Executive Officer from May 1996 to July 2021 and as President from founding until June 1999 and again from October 2000 to July 2021. Other Experience and Qualifications • Executive Chair of the Bezos Earth Fund, which he founded with a commitment of $10 billion to be disbursed as grants within the current decade to fight climate change and protect nature • Founded the Bezos Day One Fund, a $2 billion commitment to focus on making meaningful and lasting impacts in two areas: funding existing non-profits that help families experiencing homelessness and creating a network of new, non-profit tier-one preschools in low-income communities • Founded Blue Origin with the vision of enabling a future where millions of people are living and working in space for the benefit of Earth • Owns The Washington Post, a major U.S. newspaper dedicated to the principles of a free press and winner of more than 75 Pulitzer Prizes • Co-founded AI company Project Prometheus in February 2025 and has served as co-CEO since November 2025 | | | Age: 62 | Director since: July 1994 | Board committees: None | Other current public company boards: None |
Susan K. Jong Secretary
| Andrew R. Jassy President and CEO of Amazon Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Mr. Jassy’s customer-focused and long-term-oriented approach, as well as his deep knowledge of and experience across all of the Company’s businesses, including as the first Chief Executive Officer and leader of Amazon Web Services, provides the Board a unified vision of the Company’s operations and long-term strategy, an experienced perspective on the Company’s workplace environment and culture, and key insights into the Company’s strategy, challenges, and successes. Background Mr. Jassy has been President and Chief Executive Officer of the Company since July 2021. He founded and led Amazon Web Services since its inception in 2006, serving as its Chief Executive Officer from April 2016 to July 2021 and its Senior Vice President from April 2006 until April 2016. Mr. Jassy joined the Company in 1997, and, prior to founding AWS, he held various leadership roles across the Company, including leading both businesses and functional areas. Other Experience and Qualifications • Chair and founding member of the board of directors of Rainier Prep, a charter middle school focused on college prep for all students • Member of the National Academy of Engineering | | | Age: 58 | Director since: July 2021 | Board committees: None | Other current public company boards: None |
Susan K. Jong Secretary
| Edith W. Cooper Co-Founder of Medley Living, Inc. and Former EVP of Goldman Sachs Group, Inc. Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations | | Expertise Provided to the Board Ms. Cooper brings deep human capital management expertise to the Board, including from her nine years as Executive Vice President, Global Head of Human Capital Management of Goldman Sachs, and her prior work heading up various business units at Goldman Sachs informs the Board’s assessment of capital markets and business strategy. She also brings a unique combination of personal experience with the challenges that face small and medium-sized businesses and the perspective of overseeing rapidly growing and innovating companies as well as large international companies operating in technology, consumer markets, and financial investment and management fields. Background Ms. Cooper is a co-founder of Medley Living, a membership-based community for personal and professional growth that launched in September 2020. In addition, Ms. Cooper served as Executive Vice President, Global Head of Human Capital Management of Goldman Sachs from March 2008 to December 2017. Previously at Goldman Sachs, Ms. Cooper led various client franchise businesses for the firm. Other Experience and Qualifications • Director of PepsiCo, Inc. since September 2021; director of MSD Acquisition Corp. from March 2021 to March 2023; director of EQT AB from October 2018 to June 2022; director of Etsy, Inc. from April 2018 to September 2021; and director of Slack Technologies, Inc. from January 2018 to July 2021 • Trustee of the Museum of Modern Art since 2017 • Member of the Museum Council of the Smithsonian National Museum of African American History and Culture since 2018 • Trustee of Mount Sinai Health Systems, Institute for Health Equity Research, an organization dedicated to addressing longstanding disparities in health and health care, since 2017 | | | Age: 64 | Director since: September 2021 | Board committees: Leadership Development and Compensation (Chair) | Other current public company boards: PepsiCo, Inc. |
Susan K. Jong Secretary
| Jamie S. Gorelick Lead Independent Director of Amazon Senior Counsel with Wilmer Cutler Pickering Hale and Dorr LLP Additional Skills: • Human Capital Management • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics | | Expertise Provided to the Board Ms. Gorelick brings a unique perspective to the Board on domestic and international public policy and government regulation issues through her broad and extensive experience in the federal government and with a leading law firm. She also has extensive experience addressing workplace issues, both on a policy level and in practice, through her work advising companies and institutions. She is sought after as a counselor on environmental issues. Her service on other large international public company boards and her experience advising large publicly traded companies on corporate governance, crisis management, and regulatory and compliance issues helps the Board anticipate and navigate governance and policy matters. Background Ms. Gorelick has been a Senior Counsel with the law firm Wilmer Cutler Pickering Hale and Dorr since January 2026 and was previously a Partner from July 2003 to December 2025. She has held numerous positions in the U.S. government, serving as Deputy Attorney General of the United States, General Counsel of the Department of Defense, Assistant to the Secretary of Energy, and a member of the bipartisan National Commission on Terrorist Threats Upon the United States. Other Experience and Qualifications • Director of VeriSign, Inc. since January 2015, where she chairs the Corporate Governance and Nominating Committee; director of United Technologies Corporation from February 2000 to December 2014; and director of Schlumberger Limited from April 2002 to June 2010 • Chair of the Urban Institute, the United States’ leading research organization dedicated to developing evidence-based insights that improve people’s lives and strengthen communities, from 2014 to 2024 and a director from 2004 to 2024 • One of the founding supporters of the Washington Legal Clinic for the Homeless, where she was also a long-time board member • Served as a member of Harvard University’s Board of Overseers from 2000 to 2006 and a board member of the MacArthur Foundation from 2001 to 2013 | | | Age: 75 | Director since: February 2012 | Board committees: Nominating and Corporate Governance | Other current public company boards: VeriSign, Inc. |
Susan K. Jong Secretary
| Daniel P. Huttenlocher Dean of MIT Schwarzman College of Computing Additional Skills: • Human Capital Management • Risk Management • Community & Stakeholder Relations • Emerging Technology & Innovation | | Expertise Provided to the Board Dr. Huttenlocher’s extensive experience as an internationally-recognized computer scientist holding senior positions at Massachusetts Institute of Technology (MIT) and Cornell University, Cornell Tech, and the Xerox Palo Alto Research Center, puts him in the forefront of emerging computing technologies, helping the Board assess technology opportunities available to the Company, while his work as a college administrator contributes to his human capital management experience. He also brings to the Board a unique understanding of the intersection between human capital and technology, computing, and robotic advancements that directly relate to the Company’s current and future workforce, informing such areas as key investments in safety, ergonomics, and use of robotics. He also brings deep insight into artificial intelligence as an emerging technology and the way it is transforming society, which he explored as a co-author of the book “The Age of AI: And Our Human Future”. His work as an administrator, researcher, and educator in a university environment further provides the Board insights into culture, career development, and work/life interests of a young and technologically-sophisticated population. Background Dr. Huttenlocher has been the Dean of MIT Schwarzman College of Computing since August 2019. He served as Dean and Vice Provost, Cornell Tech, a research, technology commercialization, and graduate-level educational facility of Cornell University, from 2012 to July 2019 and worked in various positions for Cornell University from 1988 to 2012. Other Experience and Qualifications • Director of Corning Incorporated since February 2015 • Board member of the John D. and Catherine T. MacArthur Foundation from 2010 to 2022, including serving as chair from 2018 to 2022 | | | Age: 67 | Director since: September 2016 | Board committees: Leadership Development and Compensation Security (Chair) | Other current public company boards: Corning Incorporated |
Susan K. Jong Secretary
| Andrew Y. Ng Managing General Partner, AI Fund LP Founder, DeepLearning.AI LLC Founder and Executive Chairman, LandingAI, Inc. Chairman and Co-Founder, Coursera, Inc. Managing Partner, AI Aspire, LLC Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Community & Stakeholder Relations • Emerging Technology & Innovation | | Expertise Provided to the Board Dr. Ng is a global leader in both AI and education. His academic and private sector work developing machine learning and deep learning algorithms and supporting companies developing and adopting AI applications informs the Board’s perspective on the opportunities and challenges that AI presents and its transformative social and business potential. Dr. Ng has authored or co-authored more than 200 research papers on machine learning, robotics, and other related fields, bringing deep insight into a range of emerging technologies. Dr. Ng is also a successful entrepreneur, having founded several companies and has worked closely with entrepreneurs through AI Fund, which supports entrepreneurs to build AI companies. This experience supports the Board’s evaluation of developments in AI, machine learning, and related technologies and oversight of related risks. As a founder, an executive, and a successful educator in both traditional university and innovative online environments, Dr. Ng also has important human capital management skills, with particular insight into young and technologically-sophisticated populations. Background Dr. Ng has served as Managing General Partner of AI Fund, a venture studio that supports entrepreneurs in building AI companies, since January 2018. Dr. Ng also has led DeepLearning.AI, an education technology company he founded to provide AI training, since June 2017. Dr. Ng is also the Founder of LandingAI, which provides visual AI solutions, where he has served as Executive Chairman since August 2024 and previously served as Chief Executive Officer and Chairman from October 2017 to August 2024. Dr. Ng has also served as the Managing Partner of AI Aspire, an advisory firm for AI strategy, since its formation in July 2025. Dr. Ng currently also serves as an adjunct professor in Computer Science at Stanford University. Dr. Ng co-founded and served as co-Chief Executive Officer of Coursera, an open online course provider, from January 2012 until April 2014; he has also served as Chairman of the company since 2014. Other Experience and Qualifications • Chief Scientist & VP of Baidu, Inc., a multinational technology company, from May 2014 to April 2017 • Founding Lead of Google, Inc.’s Google Brain (Deep Learning) Project from 2011 to 2012 | | | Age: 49 | Director since: April 2024 | Board committees: Nominating and Corporate Governance | Other current public company boards: Coursera, Inc. |
Susan K. Jong Secretary
| Indra K. Nooyi Former Chair and CEO of PepsiCo, Inc. Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Mrs. Nooyi’s leadership experience holding a variety of senior executive roles over a 25-year career at PepsiCo, including as Chief Executive Officer, President, and Chief Financial Officer, helps the Board oversee the risks and management of a large corporation with international operations, including financial planning, capital allocation, marketing, and accounting matters, and assess the Company’s grocery businesses and consumer-focused product development. At PepsiCo, Mrs. Nooyi managed a global workforce that included several hundred thousand employees, and was the architect of Performance with Purpose (PwP), a business transformation strategy focused on delivering financial performance while shifting the company’s portfolio to healthier products, reducing water use and the company’s carbon footprint and moving to a closed loop plastics system, and creating an environment at PepsiCo where all employees could be supported as associates and family builders/nurturers. This experience provides an important perspective as the Board guides the Company’s continued focus on constant invention and customer obsession. Background Mrs. Nooyi was the Chief Executive Officer of PepsiCo, a multinational food, snack, and beverage company, from October 2006 to October 2018, where she also served as the Chair of its board of directors from May 2007 to February 2019. She was elected to PepsiCo’s board of directors and became its President and Chief Financial Officer in 2001, and held leadership roles in finance and corporate strategy and development after joining PepsiCo in 1994. Other Experience and Qualifications • Director of Honeywell International Inc. since January 2026; director of Royal Philips since May 2021; director of Schlumberger Limited from April 2015 to April 2020 • Member of the Dean’s Advisory Council at MIT’s School of Engineering since 2020 • Trustee of Memorial Sloan Kettering Cancer Center, the world’s oldest and largest private cancer center, since 2020 • Trustee of the National Gallery of Art since 2021 | | | Age: 70 | Director since: February 2019 | Board committees: Audit (Chair) | Other current public company boards: Honeywell International Royal Philips |
Susan K. Jong Secretary
| Jonathan J. Rubinstein Former co-CEO of Bridgewater Associates, LP Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Mr. Rubinstein brings to the Board the perspective of a proven technology builder, innovator, and business leader, including overseeing product design, development, marketing, and manufacturing, with particular relevance for the Company’s devices and consumer electronics businesses. He also provides experience with operations and financial statement and accounting matters. Mr. Rubinstein also supports the Board through his deep experience addressing talent development, management, and retention, including oversight of workplace environment and culture, through his roles as a senior executive and director at numerous technology and finance companies. Background Mr. Rubinstein was co-Chief Executive Officer of Bridgewater Associates, a global investment management firm, from May 2016 to April 2017. Previously, Mr. Rubinstein was Senior Vice President, Product Innovation, for the Personal Systems Group at the Hewlett-Packard Company, a multinational information technology company, from July 2011 to January 2012, and served as Senior Vice President and General Manager, Palm Global Business Unit, at Hewlett-Packard from July 2010 to July 2011. Mr. Rubinstein was Chief Executive Officer and President of Palm, Inc., a smartphone manufacturer, from June 2009 until its acquisition by Hewlett-Packard in July 2010, and Chair of the Board of Palm, Inc. from October 2007 through the acquisition. Prior to joining Palm, Mr. Rubinstein was a Senior Vice President at Apple Inc., also serving as the General Manager of the iPod Division. Other Experience and Qualifications • Lead director of Robinhood Markets, Inc. since May 2021; director of Qualcomm Incorporated, from May 2013 to May 2016 | | | Age: 69 | Director since: December 2010 | Board committees: Nominating and Corporate Governance (Chair) Security | Other current public company boards: Robinhood Markets, Inc. |
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| Brad D. Smith President of Marshall University Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Mr. Smith’s 19 years of senior executive leadership experience at Intuit Inc., where he led its transformation from a North American desktop company to a global cloud product and financial platform company designed to empower and delight consumers, the self-employed, and small businesses, provides the Board with keen insights in cloud computing, privacy, and the development and marketing of consumer and small-business services. He also contributes to the Board’s depth of senior executive experience guiding corporate strategy, business transformation, and capital allocation. Mr. Smith has deep human capital management experience, including guiding and overseeing workplace environment and culture, having retained and fostered Intuit’s core values and character through a decade of transformative growth that placed the company on “Best Places to Work” lists over multiple years. Background Mr. Smith has served as President of Marshall University since January 2022. Mr. Smith served as Executive Chairman of Intuit, a business software company, from January 2019 to January 2022, President and Chief Executive Officer of Intuit from January 2008 to December 2018, and Chairman of the board of directors of Intuit from January 2016 to January 2019. Other Experience and Qualifications • Director of JPMorgan Chase & Co. since January 2025; director of Humana Inc. from September 2022 to April 2025; director of Nordstrom, Inc. from January 2013 to May 2022; and director of Momentive Global Inc. (formerly SVMK Inc.) from May 2017 to February 2022 • In 2019, founded the Wing 2 Wing Foundation, which seeks to provide resources and guidance for education, equality, and entrepreneurship in underserved and overlooked communities in the United States | | | Age: 62 | Director since: September 2023 | Board committees: Audit | Other current public company boards: JPMorgan Chase & Co. |
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| Patricia Q. Stonesifer Former President and CEO of Martha’s Table Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation • Retail & Digital Commerce • Marketing, Media, & Brand Management | | Expertise Provided to the Board Ms. Stonesifer’s extensive leadership and financial management experience at for-profit, government, and non-government organizations, experience with emerging technologies and consumer-focused product development and marketing issues, and in-depth knowledge of the Company’s business, growth, and culture helps the Board oversee the Company’s operations and strategy. Her broad public policy perspective gained through her past and on-going roles helps the Board assess and manage business and political risks and opportunities. Background Ms. Stonesifer served as the interim Chief Executive Officer of The Washington Post from June 2023 to January 2024. She served as the President and Chief Executive Officer of Martha’s Table, a non-profit, from April 2013 to March 2019. She served as Chair of the Board of Regents of the Smithsonian Institution from January 2009 to January 2012 and as Vice Chair from January 2012 to January 2013. From September 2008 to January 2012, she served as senior advisor to the Bill and Melinda Gates Foundation, a private philanthropic organization, where she was Chief Executive Officer from January 2006 to September 2008 and President and Co-chair from June 1997 to January 2006. Since September 2009, she has also served as a private philanthropy advisor. From 1988 to 1997, she worked in many roles at Microsoft Corporation, including as a Senior Vice President of the Interactive Media Division, and also served as the Chairwoman of the Gates Learning Foundation from 1997 to 1999. Other Experience and Qualifications • Trustee of The Rockefeller Foundation, a private foundation dedicated to promoting the well-being of humanity throughout the world, from 2019 to 2025 • Member of the Board of Directors of Co-Impact, a global philanthropic collaborative supporting locally-rooted coalitions working to achieve impact at scale in Africa, Asia, and Latin America, from 2022 to 2025, and Chair from 2024 to 2025 • Member of the Museum Council of the Smithsonian National Museum of African American History and Culture from 2012 to 2020, and emeritus member of the Museum Council since 2021 • Member of the Board of Advisors of TheDream.US, a college access and success program for immigrant students, since 2020 | | | Age: 69 | Director since: February 1997 | Board committees: Leadership Development and Compensation | Other current public company boards: None |
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| Wendell P. Weeks Chairman, CEO, and President of Corning Incorporated Additional Skills: • Human Capital Management • Global Business & Operations • Public Company Executive • Financial • Risk Management • Community & Stakeholder Relations • Public Policy & Geopolitics • Emerging Technology & Innovation | | Expertise Provided to the Board As the long-tenured chief executive of Corning Incorporated, a 175 year-old company that has grown by combining unparalleled expertise in science and physics with deep manufacturing and engineering capabilities, Mr. Weeks brings to the Board a strong commitment to product development, innovation, invention, and technology, reinforced by his experience having earned 47 U.S. patents, combined with expertise in capital allocation, business finance and accounting, strategy execution, and global operations management. His oversight of climate change initiatives in the areas of clean air and renewable energy, including Corning’s creation of new products in glass and ceramics vital to industry transformation, helps the Board oversee sustainability matters, while his work with a diverse and global unionized and non-unionized workforce provides an informed perspective on the Company’s human capital and workplace safety initiatives. Background Mr. Weeks has been the Chief Executive Officer of Corning, a leading glass and materials science innovator, since April 2005, Chairman of the board of directors since April 2007, and President since October 2025. He has also held a variety of financial, commercial, business development, and general management positions across Corning’s Market-Access Platforms and technologies since he joined the company in 1983. Other Experience and Qualifications • Director of Merck & Co., Inc. from February 2004 to May 2020 • Member of the Board of Trustees for the Corning Museum of Glass, which is dedicated to enriching and engaging local and global communities by sharing knowledge, collections, programs, facilities, and resources, since 2001 • Member of the Board of Trustees for the Institute for Advanced Study from July 2022 to July 2024 • Member of the Liveris Academy Honorary Board • Member of the White House Advisory Committee for Trade Policy and Negotiations | | | Age: 66 | Director since: February 2016 | Board committees: Audit | Other current public company boards: Corning Incorporated |
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Board Composition The Nominating and Corporate Governance Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time. Among the qualifications and skills of a candidate considered important by the Nominating and Corporate Governance Committee are: a commitment to representing the long-term interests of shareholders; customer experience skills; Internet savvy; an inquisitive and objective perspective; the willingness to take appropriate risks; leadership ability; human capital management; personal and professional ethics, integrity, and values; practical wisdom and sound judgment; international business experience; and business and professional experience in fields such as retail, operations, technology, finance/accounting, product development, intellectual property, law, multimedia entertainment, and marketing. In evaluating director candidates’ time commitments, the Nominating and Corporate Governance Committee annually considers whether each candidate is in compliance with the limits on other public company board service contained in our Board of Directors Guidelines on Significant Corporate Governance Issues. Specifically, the Board believes that directors who are executive officers of public companies should not serve on more than two public company boards at a time, and that other directors should not serve on more than three public company boards at a time. As stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, the Nominating and Corporate Governance Committee seeks out candidates with a diversity of experiences, backgrounds, and perspectives. The Nominating and Corporate Governance Committee seeks to include, and has any search firm that it engages seek to include, a diversity of experiences, backgrounds, and perspectives in the pool from which the Committee selects qualified director candidates. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, of our nine independent director nominees, four are women, three are from underrepresented racial/ethnic groups, and three have served for five years or less. Our Board’s composition also represents a balanced approach to director tenure, allowing the Board to benefit from the experience of longer-serving directors combined with fresh perspectives from newer directors (with two new directors on-boarding and two directors leaving within the last three years). The tenure range of our director nominees is as follows:
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| Tenure on Board (As of April 9, 2026) | Number of Director Nominees | | More than 10 years | 5 | | 6-10 years | 2 | | 5 years or less | 4 |
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Board Skills and Characteristics Each of our director nominees has substantial senior leadership experience needed to oversee a company of our size and scale, human capital management experience that is required to oversee our large, diverse, and talented workforces, and other relevant professional experience. Key skills, qualifications, and attributes of our director nominees include:
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| | Bezos | Jassy | Cooper | Gorelick | Huttenlocher | Ng | Nooyi | Rubinstein | Smith | Stonesifer | Weeks | | | Human Capital Management: Experience managing employee development, retention, and relations on a large scale | | | | | | | | | | | | 11 | | Global Business & Operations: Brings a deep understanding of international dynamics relevant to our global footprint and complex operations | | | | | | | | | | | | 9 | | Public Company Executive: Experience as a senior executive at a publicly traded company | | | | | | | | | | | | 10 | | Financial: Experience relevant to overseeing financial strategy and operations, capital allocation, and reporting | | | | | | | | | | | | 9 | | Risk Management: Experience relevant to overseeing the strategy and risks of a complex organization, including cybersecurity | | | | | | | | | | | | 9 | | Community & Stakeholder Relations: Experience in the non-profit or NGO community and supporting communities and other stakeholders | | | | | | | | | | | | 10 | | Public Policy & Geopolitics: Experience navigating complex stakeholder considerations with domestic and international governments | | | | | | | | | | | | 7 | | Emerging Technology & Innovation: Expertise relevant to overseeing our various and rapidly evolving technological opportunities and risks, including cloud-based services, AI, cybersecurity, and devices | | | | | | | | | | | | 8 | | Retail & Digital Commerce: Experience relevant to overseeing our customer- and partner-focused businesses, product development, privacy protections, and retail operations | | | | | | | | | | | | 6 | | Marketing, Media, & Brand Management: Experience relevant to overseeing our marketing strategies, entertainment development, and brand building | | | | | | | | | | | | 6 |
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Corporate Governance Board Leadership The Board is responsible for the control and direction of the Company. The Board represents the shareholders, and its primary purpose is to build long-term shareholder value. The Chair of the Board is selected by the Board, and Jeff Bezos, our founder, currently serves as Executive Chair. The Board believes that this leadership structure is appropriate given Mr. Bezos’s role in founding Amazon and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders. In addition, the independent directors on the Board have appointed a lead independent director from the Board’s independent directors, currently Jamie S. Gorelick, in order to promote independent leadership of the Board. The lead independent director presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead independent director confers from time to time with the Chair of the Board and the independent directors and reviews, as appropriate, the annual schedule of regular Board meetings and major Board meeting agenda topics. The guidance and direction provided by the lead independent director reinforce the Board’s independent oversight of management and contribute to communication among members of the Board. Director Independence The Board has determined that the following directors are independent as defined by Nasdaq rules: Gen. Alexander, Ms. Cooper, Ms. Gorelick, Dr. Huttenlocher, Dr. Ng, Mrs. Nooyi, Mr. Rubinstein, Mr. Smith, Ms. Stonesifer, and Mr. Weeks. In assessing directors’ independence, the Board took into account certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. For Mr. Weeks, the Board considered payments in the past three years in the ordinary course of business from the Company to Corning Incorporated or its affiliates. For Dr. Ng, the Board considered payments in the past year in the ordinary course of business from the Company to DeepLearning.AI LLC or its affiliates. All such payments were not significant for any of these companies. Risk Oversight As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, the Leadership Development and Compensation Committee, the Nominating and Corporate Governance Committee, and the Security Committee. The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, assessment of risks related to business continuity and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatory matters, our compliance policies and procedures, tax planning and compliance, and political contributions and lobbying expenses. The Leadership Development and Compensation Committee is responsible for overseeing management of risks related to succession planning and compensation for our executive officers and our overall compensation program, including our equity-based compensation plans, as well as risks related to other human capital management matters, including workplace health and safety, culture, diversity, discrimination, and harassment. The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our sustainability and other environmental and corporate social responsibility practices, including risks related to our operations and supply chain and responsible AI development and AI governance. In particular, the Nominating and Corporate Governance Committee and the Leadership Development and Compensation Committee oversee and receive regular reports from, and provide direction to, management on our strategies related to sustainability, human capital, health and safety, and diversity and inclusion. The Security Committee oversees the Company’s policies and procedures for protecting the Company’s security infrastructure and for compliance with applicable data protection and security regulations, and related risks. The Security Committee receives reports regarding such risks from management, including our chief security officer, and reports to the Board at least annually. The Committee also oversees the Board’s response to any significant cybersecurity incidents. The Company requires employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually. The full Board regularly reviews reports from management on various aspects of our business, including related risks and tactics and strategies for addressing them. At least annually, the Board reviews our CEO succession planning as described in our Board of Directors Guidelines on Significant Corporate Governance Issues. Corporate Governance Documents Please visit our investor relations website at www.amazon.com/ir, “Corporate Governance,” for additional information on our corporate governance, including: • our Amended and Restated Certificate of Incorporation and Bylaws; • the Board of Directors Guidelines on Significant Corporate Governance Issues, which includes policies on shareholder communications with the Board, director attendance at our annual meetings, director resignations to facilitate our majority vote standard, director stock ownership guidelines, director board service limits, and succession planning; • the charters approved by the Board for the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating and Corporate Governance Committee; • the Code of Business Conduct and Ethics; and • our U.S. Political Engagement Policy and Statement. Our Code of Business Conduct and Ethics and Insider Trading Guidelines set forth policies and procedures governing the purchase, sale, and other transactions in Company securities by directors, officers, and employees. These policies and procedures, as well as procedures that the Company follows, are reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable listing standards. Sustainability Initiatives We regularly publish information regarding our sustainability and other environmental, social, and human capital goals and initiatives on our website, including in our annual Sustainability Report. We also disclose our performance using the Global Reporting Initiative (“GRI”), the Sustainability Accounting Standards Board (“SASB”), the Task Force on Climate-related Financial Disclosures (“TCFD”), and the United Nations (“UN”) Guiding Principles on Business and Human Rights reporting frameworks. Key highlights from our website and our 2024 Sustainability Report include: •
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The Climate Pledge and Carbon-Free Energy. In 2019, we co-founded The Climate Pledge, a goal to reach net-zero carbon emissions across our global operations by 2040. We are proud that more than 640 companies across more than 60 industries and more than 45 countries have joined The Climate Pledge. As part of this goal, we publish our carbon footprint and calculation methodology. In 2024, while we saw a 6% increase in absolute carbon emissions, we continued our work to decouple emissions from business growth and achieved a 4% reduction in carbon intensity compared to 2023, with 11% business growth during the same period. This metric allows us to measure how our carbon footprint is changing relative to the growth of the business. We have reduced our carbon intensity approximately 40% since committing to The Climate Pledge goal in 2019. We have also continued to invest in accelerating climate action, new technologies, and innovation. Through the Climate Pledge Fund, we have invested in more than 20 climate-tech start-ups that are advancing sustainable technologies and services across hard-to-abate sectors, with the goal of supporting these companies to lower the overall cost to decarbonize Amazon and the broader economy. In addition, we established the Right Now Climate Fund, supporting nature conservation and climate resilience in communities around the world, through which we have disbursed more than $67 million to finance 19 projects across 14 countries, protecting and restoring 49,000 hectares of land area since 2019. Amazon also continues to be a leader in carbon-free energy, investing in nuclear energy, small modular reactor (“SMR”) technology, and wind and solar power, with more than 700 projects across 28 countries. In 2025, we were one of the world’s largest corporate purchasers of carbon-free energy. We are also decarbonizing our transportation network by deploying zero-emission vehicles, using low-carbon fuels, optimizing routing and transportation network efficiency, investing in emerging technologies, and collaborating with others to accelerate cross-sector innovation. We plan to deploy 100,000 electric delivery vans by 2030, with more than 30,000 on the road globally now, and we continue to expand our micro-mobility fleet in the U.S. and Europe with e-cargo bikes and on-foot deliveries. • Data Center Innovation and Efficiency. We are working to decrease the carbon footprint of our data centers, including by using carbon-free sources of energy (renewable sources and nuclear energy, among others), using lower-carbon alternatives for building construction, and increasing operational efficiency. We have also developed new AWS data center components, offering 12% more compute power with improved availability and efficiency, and a novel, direct-to-chip liquid cooling solution for high-density AI compute chips in new and existing data centers. These components are expected to reduce mechanical energy consumption by up to 46% compared to previous designs during peak cooling conditions, without increasing water usage. • Water and Other Natural Resources. We set a goal of being water positive by 2030, returning more water to communities than we use across our data center operations. We aim to achieve this by improving water use effectiveness and efficiency, using more sustainable sources such as recycled water and harvested rainwater, reusing and reducing needs for cooling water, and delivering water replenishment in the communities where we operate. We are also innovating in new ways to help with our water use. For example, AWS’s implementation of integrated liquid cooling for AI workloads helped achieve a global water use efficiency metric of 0.15 liters per kilowatt-hour—a 40% improvement since 2021. Through this collective work, by the end of 2024, AWS was 53% of the way toward meeting our water positive by 2030 goal. • Circular Economy and Avoiding and Managing Waste. We are working to send less material to landfills and more back into the circular economy. Amazon is minimizing waste, including food waste and plastics, increasing recycling, and providing options for our customers to keep items in use longer through repair, refurbishment, resale as pre-owned, or recycling. We created our Ships in Product Packaging program to deliver eligible items safely in just their original manufacturers’ packaging—without an additional Amazon delivery box or bag. In 2024, 12% of our packages globally were shipped without additional packaging, and since 2020, over 6 billion shipments have been delivered with only their original packaging in North America and Europe. We are improving the design and materials used for our packaging, reducing weight, using machine learning algorithms and AI models to identify optimal packaging type and size, and improving the composition of our plastic packaging to use less material and incorporate more recycled content. We have continued to take steps to reduce single-use plastics in our outbound packaging, and since 2024, we have eliminated all plastic air pillows from our delivery packaging used at our global fulfillment centers. Since 2021, we have disclosed the total metric tons of single-use plastic used across our global operations network to ship orders to customers, and in 2024, we reduced the amount of single-use plastic delivery packaging globally by 16.4% compared to 2023. • Responsible AI. We are committed to, and are a leader in, the responsible development and use of AI and machine learning, including technologies like foundation models and generative AI. For example, our commitment to responsible AI has eight core priorities that include privacy and security, safety, fairness, transparency, and governance. We also believe collaboration among companies, governments, researchers, and the AI community is critical to foster the development of AI that is safe, responsible, and trustworthy. To that end, we have closely collaborated with efforts such as the G7 AI Hiroshima Process Code of Conduct and the AI Safety Summits in the UK and Seoul, and through organizations like the Frontier Model Forum and Partnership on AI, we actively drive AI safety research and shape technical standards. • Investing in Our Communities. Amazon supports our communities by expanding access to food and other critical social needs, supporting disaster relief efforts, investing in access to education, skills, and training, and creating affordable housing. Since 2017, Amazon has donated and delivered more than 26 million relief items to support communities impacted by more than 200 disasters around the world, and we now operate 15 dedicated disaster relief hubs around the world. Amazon’s housing fund helps create and preserve affordable homes in our three hometown regions of Puget Sound, National Capital, and Nashville. In 2024, we increased our total commitment to $3.6 billion to help create or preserve 35,000 affordable homes in these communities, and we have now helped to create or preserve more than 10,000 affordable homes across the Puget Sound region and 10,000 affordable homes in the National Capital region. • Human Rights. Our commitment and approach to human rights are informed by leading international standards and frameworks developed by the UN and the International Labour Organization (“ILO”), including the UN Universal Declaration of Human Rights, the Core Conventions of the ILO, and the ILO Declaration on Fundamental Principles and Rights at Work. We have codified our commitment to human rights in our Amazon Global Human Rights Principles, which we updated in 2025 to better align with evolving business needs, international standards, and industry best practices. We also
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Leadership Development and Compensation Committee The Leadership Development and Compensation Committee evaluates our programs and practices relating to talent and leadership development, reviews and establishes compensation of the Company’s executive officers, oversees management of risks for succession planning and our overall compensation program, including our equity-based compensation plans, and oversees the Company’s strategies and policies related to human capital management, all with a view towards maximizing long-term shareholder value. The Committee may engage compensation consultants but did not do so in 2025, and during 2025 reviewed and discussed peer company compensation benchmarking and surveys prepared by management and by a consulting firm hired by management to provide survey data. The Committee oversees the Company’s Code of Business Conduct and Ethics with respect to compliance with, and reports pursuant to, the Company’s workplace non-discrimination and anti-harassment policies. Additional information on the Committee’s processes and procedures for considering and determining executive compensation is contained in the Compensation Discussion and Analysis section of this Proxy Statement.
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Director Nominations The Nominating and Corporate Governance Committee considers candidates for director who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by a third-party search firm retained to assist in identifying and evaluating possible candidates. The Nominating and Corporate Governance Committee evaluates director candidates recommended by shareholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons, as described above under “Board Composition.” Shareholder Recommendations for Directors Shareholders wishing to submit recommendations for director candidates for consideration by the Nominating and Corporate Governance Committee must provide the following information in writing to the attention of the Secretary of Amazon.com, Inc. by certified or registered mail: • the name, address, and biography of the candidate, and an indication of whether the candidate has expressed a willingness to serve; • the name, address, and phone number of the shareholder or group of shareholders making the recommendation; and • the number of shares of common stock beneficially owned by the shareholder or group of shareholders making the recommendation, the length of time held, and to the extent any shareholder is not a registered holder of such securities, proof of such ownership. To be considered by the Nominating and Corporate Governance Committee for the 2027 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 10, 2026. Our Bylaws provide a proxy access right for shareholders, pursuant to which a shareholder, or group of up to 20 shareholders, may include director nominees (representing up to 20% of the number of directors in office) in our proxy materials for annual meetings of our shareholders. To be eligible to utilize these proxy access provisions, the shareholder or group must have owned at least 3% of the aggregate of the issued and outstanding shares of our common stock continuously for at least the prior three years and must satisfy the additional eligibility, procedural, and disclosure requirements set forth in our Bylaws. Compensation of Directors Director Compensation Philosophy Our directors do not receive cash compensation for their services as directors or as members of committees of the Board, but we pay reasonable expenses incurred for attending meetings. At the discretion of the Board, directors are eligible to receive stock-based awards under the 1997 Stock Incentive Plan, as amended and restated (the “1997 Plan”). Similar to compensation for our employees, the compensation for our Board members is aligned with long-term value creation because it consists solely of restricted stock unit awards that have three-year vesting periods. Likewise, because our compensation program is designed to promote long-term performance and operate over a period of years, directors typically do not receive stock-based awards every year, and instead have in the past received awards only once every three years. Our Board members’ compensation will be negatively impacted if our stock price declines and will be favorably impacted if the stock performs beyond the initial stock price at grant date. By not accepting cash compensation, only restricted stock unit awards, the Board sets a tone at the top that compensation should be based on long-term value creation. 2025 Stock Awards Based on the Nominating and Corporate Governance Committee’s recommendation, the Board approved restricted stock unit awards for: (1) 4,806 shares to Mrs. Nooyi on March 12, 2025, vesting in three equal annual installments on May 15, 2026, May 15, 2027, and May 15, 2028; and (2) 4,695 shares to Ms. Stonesifer and Messrs. Huttenlocher and Rubinstein on September 10, 2025, vesting in three equal annual installments on November 15, 2026, November 15, 2027, and November 15, 2028. The awards were designed to provide approximately $355,000 in compensation annually, in each case based on an assumed value of the restricted stock units vesting in each year, which compensation represents the 50th percentile for annual director compensation among a group of peer companies. When determining the amount and vesting schedule for directors’ restricted stock unit awards, the Nominating and Corporate Governance Committee and Board have not varied awards based on specific committee service. Each grant compensates for future performance, and no portion of a restricted stock unit award vests until the year after it is granted. If a director leaves the Board prior to a vest date for any reason, he or she will forfeit all or any portion of the restricted stock unit award that has not previously vested. The following table sets forth for the year ended December 31, 2025 all compensation reportable for directors who served during 2025, as determined by SEC rules.
Director Compensation for 2025
Director Compensation for 2025
Director Compensation for 2025
| Name | Stock Awards(1) | | Jeffrey P. Bezos(2) | $— | | Andrew R. Jassy(2) | — | | Keith B. Alexander(3) | — | | Edith W. Cooper(4) | — | | Jamie S. Gorelick(5) | — | | Daniel P. Huttenlocher(6) | 1,095,757 | | Andrew Y. Ng(7) | — | | Indra K. Nooyi(8) | 953,534 | | Jonathan J. Rubinstein(6) | 1,095,757 | | Brad D. Smith(3) | — | | Patricia Q. Stonesifer(6) | 1,095,757 | | Wendell P. Weeks(9) | — |
Director Compensation for 2025
(1) Stock awards are reported at aggregate grant date fair value as determined under applicable accounting standards. The grant date fair value for restricted stock units as reported in the table above is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest annually over three years. See Note 1, “Description of Business, Accounting Policies, and Supplemental Disclosures—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2025 Annual Report on Form 10-K. (2) Mr. Bezos and Mr. Jassy did not receive any compensation for their services as directors in addition to their compensation for services as executive officers. (3) Gen. Alexander and Mr. Smith each held 2,605 unvested restricted stock units as of December 31, 2025. Gen. Alexander is not standing for re-election at the Annual Meeting. (4) Ms. Cooper held 4,084 unvested restricted stock units as of December 31, 2025. (5) Ms. Gorelick held 5,354 unvested restricted stock units as of December 31, 2025. (6) Ms. Stonesifer, Dr. Huttenlocher, and Mr. Rubinstein each held 4,695 unvested restricted stock units as of December 31, 2025. (7) Dr. Ng held 3,968 unvested restricted stock units as of December 31, 2025. (8) Mrs. Nooyi held 4,806 unvested restricted stock units as of December 31, 2025. (9) Mr. Weeks held 5,448 unvested restricted stock units as of December 31, 2025. ITEM 2—RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS Under the rules and regulations of the SEC and Nasdaq, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. In addition, the Audit Committee considers the independence of our independent auditors and participates in the selection of the independent auditor’s lead engagement partner. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the shareholders of the appointment of, the registered public accounting firm of Ernst & Young LLP (“EY”) to serve as independent auditors for the fiscal year ending December 31, 2026. EY has served as our independent auditor since 1996. The Audit Committee considered a number of factors in determining whether to re-engage EY as the Company’s independent registered public accounting firm, including the length of time the firm has served in this role, the firm’s professional qualifications and resources, the firm’s past performance, and the firm’s capabilities in handling the breadth and complexity of our business, as well as the potential impact of changing independent auditors. The Board of Directors and the Audit Committee believe that the continued retention of EY as the Company’s independent auditor is in the best interests of the Company and its shareholders. If shareholders do not ratify the selection of EY, the Audit Committee will evaluate the shareholder vote when considering the selection of a registered public accounting firm for the audit engagement for the 2027 fiscal year. In addition, if shareholders ratify the selection of EY as independent auditors, the Audit Committee may nevertheless periodically request proposals from the major registered public accounting firms and as a result of such process may select EY or another registered public accounting firm as our independent auditors.
Director Compensation for 2025
| Why We Recommend You Support This Proposal | | • The Audit Committee undertakes a robust evaluation process each year to confirm that the retention of EY as our independent auditor continues to be in our shareholders’ best interests. • EY has served as our independent auditor since 1996, which provides the firm with a deep understanding, and the ability to handle the breadth and complexity, of our business. • EY provides only limited services other than audit and audit-related services. |
Director Compensation for 2025
| The Board of Directors recommends a vote “FOR” ratification of the appointment of EY as our independent auditors for the fiscal year ending December 31, 2026. |
Director Compensation for 2025
AUDITORS Representatives of EY are expected to participate in the Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders. Fee Information The table below sets forth the aggregate audit fees billed and expected to be billed by EY for the indicated fiscal year and the fees billed and expected to be billed by EY for all other services rendered during the indicated fiscal year:
Director Compensation for 2025
| | Fiscal 2025 | Fiscal 2024 | | Audit Fees | $47,260,000 | $41,937,000 | | Audit-Related Fees | 11,696,965 | 8,454,000 | | Tax Fees | 0 | 0 | | All Other Fees | 300,000 | 828,000 | | Total Fees | 59,256,965 | 51,219,000 |
Director Compensation for 2025
Audit Fees Audit fees include the aggregate fees for the audit of our annual consolidated financial statements and internal controls, and the reviews of each of the quarterly consolidated financial statements included in our Forms 10-Q. These fees also include statutory and other audit work performed with respect to certain of our subsidiaries. Audit-Related Fees Audit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and providing certain attest reports, including for sustainability reporting. Tax Fees Tax fees, if any, include tax compliance services and assistance with tax audits. All Other Fees All other fees were for advisory services related to sustainability reporting and ISO compliance. Pre-Approval Policies and Procedures All of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of EY to perform the audit of our annual consolidated financial statements and internal controls. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performed by our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence. In accordance with the pre-approval policy, the Audit Committee has pre-approved certain specified audit and non-audit services to be provided by EY if they are initiated within 18 months after the date of the pre-approval (or within such other period from the date of pre-approval as may be provided). If there are any additional AUDITORS services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting. Audit Committee Report The Audit Committee is composed solely of independent directors meeting the applicable requirements of the Nasdaq rules. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Company’s independent auditors are engaged to audit and report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States and the effectiveness of the Company’s internal control over financial reporting. In this context, the Audit Committee reviewed and discussed with management and the independent auditors the audited financial statements for the year ended December 31, 2025 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Ernst & Young LLP, the Company’s independent auditors, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence. Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission. The Audit Committee
Indra K. Nooyi Brad D. Smith Wendell P. Weeks
| Why We Recommend You Support This Proposal | | • Our compensation is simple, transparent, and strongly aligns our executives’ compensation with the returns we deliver to shareholders: ✓ Our named executive officers’ compensation consists primarily of periodic grants of time-vested RSUs subject to long-term vesting requirements that assume a fixed annual increase in the stock price, so that compensation is negatively impacted if our stock price is flat or declines; ✓ The Leadership Development and Compensation Committee did not grant any equity awards to our CEO or any of our named executives during 2025 and has not granted our CEO an award since 2021. Our Compensation Discussion and Analysis addresses other matters with respect to our named executives’ compensation; ✓ Salaries are nominal ($365,000 per year or less); and ✓ Other compensation consists of 401(k) matching contribution and security arrangements. • We focus on long-term shareholder value that is realized by share price appreciation. • We do not tie cash or equity compensation to one or a few discrete performance goals and believe performance goals would undermine our focus on innovation and quick adaptation. • We do not provide “above-target” equity award payouts, so the number of shares vesting cannot be increased from what was awarded; instead, we rely on stock price performance to increase the value of awards. • We do not provide severance or retirement benefits or accelerate vesting upon termination or retirement. • We do not maintain executive compensation plans other than our stock plan. • At our 2025 Annual Meeting of Shareholders, 78% of the votes cast supported our advisory vote to approve the compensation of our named executive officers. We are pleased with the broad support among our shareholders for our compensation practices, which we believe reflects the success of our extensive engagement with, and responsiveness to, shareholders in prior years. • Having considered other approaches to structuring executive compensation arrangements, we remain committed to the structure of our executive compensation because it has worked effectively, having allowed us to: ✓ attract and retain incredibly talented people who have guided our business through countless challenges; ✓ develop our business in ways that we could not have conceived a few years earlier, including initiatives that later became AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, and Prime Video; ✓ make long-term commitments to sustainability and other environmental, social, and human capital initiatives and goals; and ✓ drive strong long-term returns to our shareholders. |
End of Shareholder Proposal and Statement of Support
| 2025 Compensation Review | | • The Leadership Development and Compensation Committee did not grant an equity award to Mr. Jassy and, consistent with its past practice of granting periodic long-term restricted stock unit awards every other year, did not grant equity awards to any of the other named executive officers. • The Committee has not granted Mr. Jassy an equity award since 2021, consistent with the Committee’s previous statement that the restricted stock unit award granted to Mr. Jassy in 2021, in connection with his promotion to President and CEO of Amazon, was intended to represent most of his compensation in the coming years. • Mr. Jassy’s 2025 realized compensation (salary plus “all other compensation” as reported in the Summary Compensation Table, plus the value of stock vested during the year) increased compared to 2024 due to our stock price performance, partially offset by the decrease in the number of restricted stock units vesting during the year. |
End of Shareholder Proposal and Statement of Support
| Our Approach to Broad-Based Compensation | | Our goal of providing competitive compensation arrangements to attract and retain the best talent applies throughout the Company. For employees at most levels across the Company, we prioritize stock-based compensation that vests over many years. For U.S. fulfillment and transportation employees, we announced in 2025 that we are investing over $1 billion to raise pay and lower health care costs, bringing the average pay for those roles to more than $23 per hour, more than triple the federal minimum wage, and the average total compensation to more than $30 per hour when the value of elected benefits is included. Benefits include health care starting on the first day of employment for regular full-time employees; Career Choice, which pre-pays 100% of tuition at more than 475 education partners; a 401(k) plan with a Company match; flexible time-off options that increase with tenure; paid parental leave and family support programs; and an employee assistance program, offering mental health short-term counseling, referrals, and work-life support. |
2025 Summary Compensation Table
2025 Summary Compensation Table
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | All Other Compensation | Total | | Andrew R. Jassy President and Chief Executive Officer | 2025 | $365,000 | $— | $1,704,861(2) | $2,069,861 | | | 2024 | 365,000 | — | 1,231,889 | 1,596,889 | | | 2023 | 365,000 | — | 992,764 | 1,357,764 | | Jeffrey P. Bezos Founder and Executive Chair | 2025 | 81,840 | — | 1,600,000(3) | 1,681,840 | | | 2024 | 81,840 | — | 1,600,000 | 1,681,840 | | | 2023 | 81,840 | — | 1,600,000 | 1,681,840 | | Brian T. Olsavsky SVP and Chief Financial Officer | 2025 | 365,000 | — | 7,000(4) | 372,000 | | | 2024 | 365,000 | 25,345,706 | 6,900 | 25,717,606 | | | 2023 | 365,000 | — | 6,600 | 371,600 | | Matthew S. Garman CEO Amazon Web Services | 2025 | 365,000 | — | 252,281(2) | 617,281 | | | 2024 | 358,750 | 32,796,343 | 25,525 | 33,180,619 | | Douglas J. Herrington CEO Worldwide Amazon Stores | 2025 | 365,000 | — | 60,365(2) | 425,365 | | | 2024 | 365,000 | 33,807,522 | 21,435 | 34,193,958 | | | 2023 | 365,000 | — | 29,231 | 394,231 | | David A. Zapolsky SVP, Chief Global Affairs & Legal Officer | 2025 | 365,000 | — | 7,000(4) | 372,000 | | | 2024 | 365,000 | 25,345,706 | 6,900 | 25,717,606 | | | 2023 | 365,000 | — | 6,600 | 371,600 |
2025 Summary Compensation Table
(1) Stock awards are reported at aggregate grant date fair value in the year granted, as determined under applicable accounting standards. Grant date fair value for restricted stock units is determined based on the number of shares granted multiplied by the average of the high and the low trading price of common stock of the Company on the grant date, without regard to the fact that the grants vest over a number of years. See Note 1, “Description of Business, Accounting Policies, and Supplemental Disclosures—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2025 Annual Report on Form 10-K. (2) Reflects the value of cash and/or shares of common stock we contributed to the named executive officer’s account in our 401(k) plan and the approximate aggregate incremental cost to Amazon of security arrangements in addition to security arrangements provided at business facilities and for business travel ($1,697,861, $245,281, and $53,365 for Messrs. Jassy, Garman, and Herrington, respectively). We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit. (3) Represents the approximate aggregate incremental cost to Amazon of security arrangements for Mr. Bezos in addition to security arrangements provided at business facilities and for business travel. We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit, and that the amount of the reported security expenses for Mr. Bezos is especially reasonable in light of his low salary and the fact that he has never received any stock-based compensation. (4) Represents the value of cash and/or shares of common stock we contributed to the named executive officer’s account in our 401(k) plan. Grants of Plan-Based Awards The Company did not grant stock or other plan-based awards to the named executive officers in 2025. Outstanding Equity Awards and Stock Vested The following table sets forth information concerning the outstanding stock awards held at December 31, 2025 by the named executive officers.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | | Andrew R. Jassy Restricted stock units | 1,049,680(2) | $242,287,138 | | Jeffrey P. Bezos | — | — | | Brian T. Olsavsky Restricted stock units | 207,335(3) | 47,857,065 | | Matthew S. Garman Restricted stock units | 271,272(4) | 62,615,003 | | Douglas J. Herrington Restricted stock units | 339,551(5) | 78,375,162 | | David A. Zapolsky Restricted stock units | 207,335(6) | 47,857,065 |
Outstanding Equity Awards at 2025 Fiscal Year-End
(1) Reflects the closing market price of our common stock on December 31, 2025, $230.82, multiplied by the number of restricted stock units that were not vested as of December 31, 2025. (2) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 24,680 shares on February 21, 2026; and (b) a restricted stock unit award that vested as to 25,000 shares on February 21, 2026; and vesting as follows, assuming continued employment: 50,000 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, February 21, 2027, May 21, 2027, August 21, 2027, November 21, 2027, February 21, 2028, May 21, 2028, August 21, 2028, November 21, 2028, February 21, 2029, May 21, 2029, August 21, 2029, November 21, 2029, February 21, 2030, May 21, 2030, August 21, 2030, November 21, 2030, and February 21, 2031. (3) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 8,780 shares on February 21, 2026; (b) a restricted stock unit award that vested as to 3,920 shares on February 21, 2026; and vesting as follows, assuming continued employment: 9,920 shares on May 21, 2026; 9,900 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,640 shares on May 21, 2027; and 7,620 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028; and (c) a restricted stock unit award that vested as to 5,049 shares on February 21, 2026; and vesting as follows, assuming continued employment: 5,530 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,529 shares on February 21, 2027; 5,797 shares on each of May 21, 2027 and August 21, 2027; 5,796 shares on each of November 21, 2027 and February 21, 2028; 10,474 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 10,473 shares on February 21, 2029; 8,067 shares on each of May 21, 2029 and August 21, 2029; and 8,066 shares on each of November 21, 2029 and February 21, 2030. The number and value of shares that would have vested in the event of death as of December 31, 2025 is 119,758 shares and $27,642,542. (4) Reflects shares of our common stock subject to: (a) a restricted stock unit award vesting as follows, assuming continued employment: 4,000 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027; (b) a restricted stock unit award that vested as to 6,300 shares on February 21, 2026; and vesting as follows, assuming continued employment: 4,860 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027; (c) a restricted stock unit award that vested as to 6,940 shares on February 21, 2026; and vesting as follows, assuming continued employment: 1,500 shares on May 21, 2026; 1,480 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,980 shares on May 21, 2027; and 7,960 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028; (d) a restricted stock unit award vesting as follows, assuming continued employment: 13,500 shares on each of May 15, 2026 and May 15, 2028; and (e) a restricted stock unit award that vested as to 7,643 shares on February 21, 2026; and vesting as follows, assuming continued employment: 7,836 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 7,835 shares on February 21, 2027; 7,845 shares on each of May 21, 2027 and August 21, 2027; 7,844 shares on each of November 21, 2027 and February 21, 2028; 12,344 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 12,343 shares on February 21, 2029; 9,514 shares on May 21, 2029; and 9,513 shares on each of August 21, 2029, November 21, 2029, and February 21, 2030. The number and value of shares that would have vested in the event of death as of December 31, 2025 is 154,540 shares and $35,670,923. Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 9,760 shares on February 21, 2026; (b) a restricted stock unit award vesting as follows, assuming continued employment: 7,500 shares on each of May 21, 2026, August 21, 2026, November 21, 2026, and February 21, 2027; (c) a restricted stock unit award that vested as to 3,500 shares on February 21, 2026; and vesting as follows, assuming continued employment: 2,860 shares on May 21, 2026; 2,840 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,980 shares on May 21, 2027; and 7,960 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028; (d) a restricted stock unit award that vested as to 11,959 shares on February 15, 2026; and vesting as follows, assuming continued employment: 9,353 shares on May 15, 2026; 9,352 shares on each of August 15, 2026, November 15, 2026, and February 15, 2027; 7,218 shares on each of May 15, 2027, August 15, 2027, and November 15, 2027; and 7,217 shares on February 15, 2028; and (e) a restricted stock unit award that vested as to 3,827 shares on February 21, 2026; and vesting as follows, assuming continued employment: 5,565 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,564 shares on February 21, 2027; 6,785 shares on May 21, 2027; 6,784 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028; 17,162 shares on each of May 21, 2028 and August 21, 2028; 17,161 shares on each of November 21, 2028 and February 21, 2029; 13,236 shares on each of May 21, 2029, August 21, 2029, and November 21, 2029; and 13,235 shares on February 21, 2030. The number and value of shares that would have vested in the event of death as of December 31, 2025 is 196,001 shares and $45,240,951. (6) Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 8,780 shares on February 21, 2026; (b) a restricted stock unit award that vested as to 3,920 shares on February 21, 2026; and vesting as follows, assuming continued employment: 9,920 shares on May 21, 2026; 9,900 shares on each of August 21, 2026, November 21, 2026, and February 21, 2027; 7,640 shares on May 21, 2027; and 7,620 shares on each of August 21, 2027, November 21, 2027, and February 21, 2028; and (c) a restricted stock unit award that vested as to 5,049 shares on February 21, 2026; and vesting as follows, assuming continued employment: 5,530 shares on each of May 21, 2026, August 21, 2026, and November 21, 2026; 5,529 shares on February 21, 2027; 5,797 shares on each of May 21, 2027 and August 21, 2027; 5,796 shares on each of November 21, 2027 and February 21, 2028; 10,474 shares on each of May 21, 2028, August 21, 2028, and November 21, 2028; 10,473 shares on February 21, 2029; 8,067 shares on each of May 21, 2029 and August 21, 2029; and 8,066 shares on each of November 21, 2029 and February 21, 2030. The number and value of shares that would have vested in the event of death as of December 31, 2025 is 119,758 shares and $27,642,542.
Stock Vested in 2025
Stock Vested in 2025 The following table sets forth information concerning stock awards that vested during the last fiscal year with respect to the named executive officers.
Stock Vested in 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Andrew R. Jassy | 201,000 | $43,235,494 | | Jeffrey P. Bezos | — | — | | Brian T. Olsavsky | 67,870 | 14,593,140 | | Matthew S. Garman | 77,989 | 16,765,656 | | Douglas J. Herrington | 116,171 | 25,477,146 | | David A. Zapolsky | 67,870 | 14,593,140 |
Stock Vested in 2025
(1) Amount is the number of shares of stock acquired upon vesting multiplied by the closing market price of our common stock on the vesting date (or the preceding trading day if the vesting date was not a trading day). Potential Payments Upon Termination of Employment or Change-in-Control Termination and Change-in-Control Agreements or Arrangements We do not have any contracts, agreements, or arrangements with any of our named executive officers providing for additional benefits or payments in connection with a termination of employment, change in job responsibility, or change-in-control. Upon termination of employment for any reason other than death, all unvested restricted stock units expire. Restricted stock units held by any employee other than the CEO vest upon death to the extent they otherwise were scheduled to vest within two years. The number of shares and dollar value of the unvested stock-based awards held by named executive officers other than the CEO that would have vested based on the closing price of our common stock of $230.82 on December 31, 2025 is set forth in notes (3) through (6) of the “Outstanding Equity Awards at 2025 Fiscal Year-End” table. Change-in-Control Provisions of 1997 Plan In the event of (i) the merger or consolidation in which we are not the surviving corporation pursuant to which shares of common stock are converted into cash, securities, or other property (other than a merger in which holders of common stock immediately before the merger have the same proportionate ownership of the capital stock of the surviving corporation immediately after the merger), (ii) the sale, lease, exchange, or other transfer of all or substantially all of our assets (other than a transfer to a majority-owned subsidiary), or (iii) the approval by the holders of common stock of any plan or proposal for our liquidation or dissolution (each a “Corporate Transaction”), the Leadership Development and Compensation Committee will determine whether provision will be made in connection with the Corporate Transaction for the assumption of stock-based awards under the 1997 Plan or the substitution of appropriate new awards covering the stock of the successor corporation or an affiliate of the successor corporation. If the Leadership Development and Compensation Committee determines that no such assumption or substitution will be made, vesting of outstanding awards under the 1997 Plan will automatically accelerate so that such awards become 100% vested immediately before the Corporate Transaction. On a hypothetical basis, assuming the Leadership Development and Compensation Committee had made such a determination in a Corporate Transaction that closed on December 31, 2025, the dollar value of the unvested stock-based awards held by named executive officers that would have vested based on the closing price of our common stock of $230.82 on December 31, 2025 is set forth in the “Outstanding Equity Awards at 2025 Fiscal Year-End” table. Pay Versus Performance Table The following table and accompanying description set forth information for the past five fiscal years regarding compensation as calculated under SEC rules and certain financial performance measures specified under SEC rules.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary Compensation Table Total | | Compensation Actually Paid | | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs(1) | Value of Initial $100 Investment Based On: | | | Amazon Net Income (in millions) | | | for First CEO (Bezos) | for Second CEO (Jassy) | to First CEO (Bezos) | to Second CEO (Jassy) | | | Amazon Total Shareholder Return | Peer Group Total Shareholder Return | | | | | | | | | | | | NYSE Tech | S&P Retail | | | 2025 | N/A | $2,069,861 | N/A | $13,205,807 | $693,697 | $2,848,438 | $142 | $197 | $155 | $77,670 | | 2024 | N/A | 1,596,889 | N/A | 92,371,410 | 25,795,963 | 25,724,704 | 135 | 143 | 149 | 59,248 | | 2023 | N/A | 1,357,764 | N/A | 109,566,048 | 648,501 | 19,774,578 | 93 | 116 | 112 | 30,425 | | 2022 | N/A | 1,298,723 | N/A | (147,737,654) | 24,474,600 | (1,202,006) | 52 | 69 | 78 | (2,722) | | 2021 | $1,681,840 | 212,701,169 | $1,681,840 | 208,002,373 | 34,463,624 | 35,578,404 | 102 | 117 | 119 | 33,364 |
Pay Versus Performance
(1) The Company’s Non-CEO NEOs in 2025 were Jeffrey P. Bezos, Brian T. Olsavsky, Matthew S. Garman, Douglas J. Herrington, and David A. Zapolsky; in 2024, they were Mr. Bezos, Mr. Olsavsky, Mr. Garman, Mr. Herrington, Mr. Zapolsky, and Adam N. Selipsky; in 2023 and 2022, they were Mr. Bezos, Mr. Olsavsky, Mr. Herrington, Mr. Selipsky, and Mr. Zapolsky; and in 2021, they were Mr. Olsavsky, David H. Clark, Mr. Selipsky, and Mr. Zapolsky. The table above shows for each year covered by the table: • The “Total Compensation” reported in the Summary Compensation Table and the “Compensation Actually Paid,” as defined by SEC rules, for (1) Jeffrey P. Bezos, who served as our principal executive officer from January 1, 2021 through July 4, 2021 (the “First CEO”), (2) Andrew R. Jassy, who has served as our principal executive officer since July 5, 2021 (the “Second CEO”), and (3) all of our named executive officers in each covered year other than the principal executive officer (the “Non-CEO NEOs”), expressed as an average; • The TSR of our common stock, the NYSE Technology Index, and the S&P 500 Consumer Discretionary Distribution & Retail Index (formerly known as the S&P 500 Retailing Index), expressed as a dollar value assuming a $100 investment on December 31, 2020 and, except in the case of the NYSE Technology Index, assuming the reinvestment of any dividends; and • Our net income (rounded to the nearest million dollars). Consistent with SEC guidance, no additional performance measures are shown because, as discussed in the Compensation Discussion and Analysis, the Company does not use any financial performance measures to link executive compensation to company performance since our executives’ compensation is tied directly to the creation of shareholder value, as reflected by changes in our TSR. “Compensation Actually Paid” is an SEC-defined term and differs from an executive’s “take home pay” and W-2 income as determined for tax purposes. It includes amounts that may not be earned until future years (if and when equity awards actually vest) and that will be forfeited if the executive quits, retires, or is fired before equity awards vest. As required by SEC rules, “Compensation Actually Paid” is equal to (1) Salary and All Other Compensation, as reported in the Summary Compensation Table (equal to the Summary Compensation Table Total Compensation minus Row A in the table below), plus (2) the fair value of restricted stock unit awards granted to an executive during the year, if any, valued as of the end of the year or as of the vest date to the extent they vested in the year of grant (Row B in the table below), adjusted for (3) the effect of any increase or decrease in the price of our common stock on the value of unvested restricted stock unit awards granted to our executives in prior years, measured from the end of the prior year through the restricted stock units’ vesting dates for awards that vested during the year (Row C in the table below) or through the end of the year for awards that remained unvested at the end of the year (Row D in the table below), and minus (4) the fair value of unvested restricted stock unit awards granted to our executives in prior years that were forfeited during the year, valued as of the end of the prior year (if applicable). A reconciliation between Summary Compensation Table Total Compensation and Compensation Actually Paid for 2025 is set forth below. The proxy statements for our 2025, 2024, and 2023 Annual Meetings of Shareholders include corresponding information for fiscal years 2024, 2023, and 2021 through 2022, respectively. The fair value of all equity awards is based on the closing price of our common stock on the vesting or valuation date (or the preceding trading day if such date was not a trading day).
Pay Versus Performance
| | Jassy 2025 | 2025 Average for Non-CEO NEOs | | Summary Compensation Table Total Compensation | $2,069,861 | $693,697 | | A (Minus) Grant Date Fair Value of Awards Granted During the Year | N/A | N/A | | B Plus Fair Value as of Year-End of Equity Awards Granted During the Year | N/A | N/A | | C Plus (Minus) Change from Prior Year-End in Fair Value of Awards That Vested During the Year | (861,896) | (189,536) | | D Plus (Minus) Year-over-Year Change in Fair Value of Unvested Awards Granted in Prior Years | 11,997,842 | 2,344,277 | | Compensation Actually Paid | $13,205,807 | $2,848,438 |
Pay Versus Performance
Description of Pay Versus Performance Data As discussed in more detail in the Compensation Discussion and Analysis, our executive compensation program prioritizes stock-based compensation that vests over many years and encourages motivated, customer-centric employees to think and act like owners, because they are owners. Accordingly, we do not tie cash or equity compensation to one or a few discrete performance goals, and instead we focus on long-term shareholder value that is realized by share price appreciation. When we set our executives’ target compensation for periodic restricted stock unit grants, we assume a fixed annual increase in the stock price so that our executives’ compensation is negatively impacted if our stock price is flat, declines, or otherwise performs below the initial stock price assumption, and is favorably impacted if the stock performs beyond the initial stock price assumption. Because of these features, our executive compensation is highly transparent and strongly aligned with shareholder value, as shown in the tables below. Relationship between Compensation Actually Paid and Amazon’s TSR The restricted stock unit awards granted to our named executive officers generally carry long-term vesting schedules, as described above in the Compensation Discussion and Analysis. As a result, our share price performance as reflected in our TSR directly and significantly affects Compensation Actually Paid. Thus, as shown in the graphic below, in 2025 when our share price TSR was up approximately 5% for the year, our CEO’s Compensation Actually Paid was approximately $13.2 million, primarily reflecting the fact that the value of his unvested restricted stock units increased by approximately $12.0 million. In contrast, in 2022 when our TSR declined approximately 50%, our CEO’s Compensation Actually Paid was negative $148 million, reflecting the fact that the value of restricted stock units that vested during the year declined by approximately $9.5 million from those awards’ value at the end of the prior year, and that the value of his unvested restricted stock units declined by more than $139 million. In 2021, Mr. Jassy was granted a unique restricted stock unit award in connection with his promotion to CEO, and more than 80% of the shares subject to that award are scheduled to vest in 2026 through 2031 (years 5 through 10). Thus, the amount actually realized under Mr. Jassy’s 2021 restricted stock unit award, which accounts for substantially all of his 2021 Compensation Actually Paid, was not actually earned by, or paid to, Mr. Jassy in 2021 and instead will depend on and align directly with our future stock price performance over the term of the award. The Leadership Development and Compensation Committee has not granted Mr. Jassy any equity awards since 2021. The Compensation Actually Paid to Mr. Bezos, who served as our CEO in the first half of 2021, consisted of a fixed salary and the value of security arrangements provided for Mr. Bezos. Due to Mr. Bezos’s substantial stock ownership, he believes he is appropriately incentivized and his interests are appropriately aligned with shareholders’ interests. Accordingly, Mr. Bezos has never received any stock-based compensation or any cash compensation from Amazon other than his salary. Similarly, as shown in the graphic below, the change in the fair value of restricted stock unit awards held by our Non-CEO NEOs (Rows C and D in the table above) closely aligns with year-over-year changes in our TSR. Restricted stock unit awards granted as new-hire, promotion, or periodic awards and restricted stock unit awards forfeited in 2021 through 2025 were the other primary elements affecting Compensation Actually Paid for those years. The amounts actually realized under those awards depends on and aligns with our stock price performance over the terms of the awards. The graphic below shows the relationship between the two primary elements of Compensation Actually Paid (“CAP”) to our CEO and our Non-CEO NEOs—consisting of (a) the fair value of restricted stock units granted during the year, if any, and (b) the change in fair value of restricted stock units granted in prior years—in each case compared to Amazon’s TSR over the past five fiscal years.