DEF 14A of Amazon Com Inc
Filed Apr 5, 2016 · FY20150001193125-16-530747
ITEM 1—ELECTION OF DIRECTORS
ITEM 1—ELECTION OF DIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at ten, effective as of our 2016 Annual Meeting of Shareholders. The Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposed that the following ten 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:
ITEM 1—ELECTION OF DIRECTORS
| • Jeffrey P. Bezos • Tom A. Alberg • John Seely Brown • William B. Gordon • Jamie S. Gorelick | • Judith A. McGrath • Jonathan J. Rubinstein • Thomas O. Ryder • Patricia Q. Stonesifer • Wendell P. Weeks |
ITEM 1—ELECTION OF DIRECTORS
Each of the nominees is currently a director of Amazon.com, Inc. and has been elected to hold office until the 2016 Annual Meeting or until his or her successor has been elected and qualified. Mr. Weeks was elected as a director by the Board of Directors on February 10, 2016 and the other nominees were most recently elected at the 2015 Annual Meeting. Biographical and related information on each nominee is set forth below. On March 30, 2016, Alain Monié informed the Company that he would not stand for re-election at the Annual Meeting. Although the Board expects that the ten nominees will be available to serve as directors, 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. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE.
Director Nominees’ Biographical and Related Information
Director Nominees’ Biographical and Related Information In evaluating the nominees for the Board of Directors, the Board and the Nominating and Corporate Governance Committee took into account the qualities they seek for directors, as discussed below under “Corporate Governance” and “Board Meetings and Committees,” and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of Amazon.com. These individual qualifications and skills are included below in each nominee’s biography. Jeffrey P. Bezos, age 52, has been Chairman of the Board since founding the Company in 1994 and Chief Executive Officer since May 1996. Mr. Bezos served as President from founding until June 1999 and again from October 2000 to the present. Mr. Bezos’ 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 on-going contributions as founder and CEO. Tom A. Alberg, age 76, has been a director since June 1996. Mr. Alberg has been a managing director of Madrona Venture Group, LLC, a venture capital firm, since September 1999, and a principal in Madrona Investment Group, LLC, a private investment firm, since January 1996. Prior to co-founding Madrona Investment Group, Mr. Alberg served as president of LIN Broadcasting Corporation, Executive Vice President of McCaw Cellular Communications, Inc., and Executive Vice President of AT&T Wireless Services. Previously, he was chair of the Executive Committee and Partner at Perkins Coie, the Northwest’s largest law firm. Mr. Alberg’s individual qualifications and skills as a director include his experience as a venture capitalist investing in technology companies, through which he gained experience with emerging technologies, his experience as a lawyer, his knowledge of Amazon.com from having served as a director since 1996, as well as his customer experience skills and skills relating to financial statement and accounting matters. John Seely Brown, age 75, has been a director since June 2004. Mr. Brown has served as a Visiting Scholar and Advisor to the Provost at the University of Southern California (USC) since 1996 and as Independent Co-Chairman of the Deloitte Center for the Edge since 2006. He held various scientific research positions at Xerox Corporation from 1978 until 2002, including Chief Scientist until April 2002 and director of the Xerox Palo Alto Research Center (PARC) until June 2000. Mr. Brown served as a director of Corning Incorporated from February 1996 to April 2014, and served as a director of Varian Medical Systems, Inc. from February 1998 to February 2013. Mr. Brown’s individual qualifications and skills as a director include his experience in senior positions with USC, a leading university, and Xerox PARC, a technology research facility, his role as Chief Scientist at Xerox Corporation, a global technology company, through which he gained experience with emerging technologies, as well as his customer experience skills. William B. Gordon, age 66, has been a director since April 2003. Mr. Gordon has been a partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since June 2008. Mr. Gordon is a co-founder of Electronic Arts, Inc., a software and gaming company, where he served as Executive Vice President and Chief Creative Officer from March 1998 to May 2008, including heading marketing and product development. Mr. Gordon has served as a director of Zynga Inc. since July 2008. Mr. Gordon’s individual qualifications and skills as a director include his leadership and entrepreneurial experience as a senior executive and co-founder of Electronic Arts, through which he gained experience with emerging technologies and consumer-focused product development and marketing issues, experience as a venture capitalist investing in technology companies, as well as his customer experience skills and skills relating to financial statement and accounting matters. Jamie S. Gorelick, age 65, has been a director since February 2012. Ms. Gorelick has been a partner with the law firm Wilmer Cutler Pickering Hale and Dorr LLP since July 2003. 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. Ms. Gorelick has served as a director of VeriSign, Inc. since January 2015, a director of United Technologies Corporation from February 2000 to December 2014, and a director of Schlumberger Limited from April 2002 to June 2010. Ms. Gorelick’s individual qualifications and skills as a director include her experience as a lawyer, her leadership experience in senior governmental positions, including experience with regulatory and compliance matters, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters. Judith A. McGrath, age 63, has been a director since July 2014. Ms. McGrath has been the President of Astronauts Wanted * No experience necessary, a multimedia joint venture between Ms. McGrath and Sony Music Entertainment, since June 2013. Ms. McGrath served as Chair and Chief Executive Officer of MTV Networks Company, a subsidiary of Viacom, Inc., from July 2004 until May 2011. Ms. McGrath’s individual qualifications and skills as a director include her leadership and multimedia operations experience as a senior executive of MTV Networks Company through which she gained experience with media and entertainment companies, entrepreneurial experience in her role at Astronauts Wanted * No experience necessary, as well as her customer experience skills. Jonathan J. Rubinstein, age 59, has been a director since December 2010. Mr. Rubinstein will become co-CEO of Bridgewater Associates LP in May 2016. Previously, Mr. Rubinstein was Senior Vice President, Product Innovation, for the Personal Systems Group at the Hewlett-Packard Company (HP), 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 HP 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 HP in July 2010, and Chairman 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. Mr. Rubinstein has been a director of Qualcomm Incorporated since May 2013. Mr. Rubinstein’s individual qualifications and skills as a director include his leadership and technology experience as a senior executive at large technology companies, through which he gained experience with hardware devices and emerging technologies, as well as his customer experience skills and skills relating to financial statement and accounting matters.
Director Nominees’ Biographical and Related Information
Thomas O. Ryder, age 71, has been a director since November 2002. Mr. Ryder was Chairman of the Reader’s Digest Association, Inc. from April 1998 to December 2006, and was Chief Executive Officer from April 1998 to December 2005. From 1984 to 1998, Mr. Ryder worked in several roles at American Express, including as President of American Express Travel Related Services International. Mr. Ryder has been a director of Starwood Hotels & Resorts Worldwide, Inc. since April 2001, a director of RPX Corporation since December 2009, and a director of Quad/Graphics, Inc. since July 2010. He was Chairman of the Board of Directors at Virgin Mobile USA, Inc. from October 2007 to November 2009. Mr. Ryder’s individual qualifications and skills as a director include his leadership experience as a senior executive of Reader’s Digest, a large media and publishing company, and American Express, a large financial services company, through which he gained experience with intellectual property, media, enterprise sales, payments, and international operations, as well as his customer experience skills and skills relating to financial statement and accounting matters. Patricia Q. Stonesifer, age 59, has been a director since February 1997. Ms. Stonesifer has served as the President and CEO of Martha’s Table, a non-profit, since April 2013. 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. Ms. Stonesifer’s individual qualifications and skills as a director include her leadership experience as a senior executive at the Bill and Melinda Gates Foundation and at Microsoft, through which she gained experience with emerging technologies and consumer-focused product development and marketing issues, her knowledge of Amazon.com from having served as a director since 1997, as well as her customer experience skills and skills relating to public policy and financial statement and accounting matters. Wendell P. Weeks, age 56, has been a director since February 2016. Mr. Weeks has been the Chief Executive Officer of Corning Incorporated since April 2005 and President since December 2010, where he has also served as the Chairman of its board of directors since April 2007. Mr. Weeks has served in various roles at Corning Incorporated since 1983. Mr. Weeks has served as a director of Merck & Co., Inc. since February 2004. Mr. Weeks’ individual qualifications and skills as a director include his leadership and operations experience as a senior executive at a large corporation with international operations, experience with product development, as well as his customer experience skills and skills relating to financial statement and accounting matters.
Compensation of Directors
Compensation of Directors 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 our 1997 Stock Incentive Plan (the “1997 Plan”). Based on the Nominating and Corporate Governance Committee’s recommendation, in February 2015, the Board approved restricted stock unit awards for 2,637 shares each to Ms. Gorelick and Messrs. Brown and Monié, each vesting in three equal annual installments, with the first vest date occurring approximately one year after the final vest under the director’s previous restricted stock unit award. The 2015 awards were designed to provide approximately $265,000 in compensation annually 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. The following table sets forth for the year ended December 31, 2015 all compensation reportable for directors who served during 2015, as determined by SEC rules.
Director Compensation for 2015
Director Compensation for 2015
Director Compensation for 2015
| Name | Stock Awards(1) | | Jeffrey P. Bezos(2) | $— | | Tom A. Alberg(3) | — | | John Seely Brown(4) | 979,395 | | William B. Gordon(5) | — | | Jamie Gorelick(4) | 979,395 | | Judith A. McGrath(6) | — | | Alain Monié(7) | 979,395 | | Jonathan J. Rubinstein(3) | — | | Thomas O. Ryder(3) | — | | Patricia Q. Stonesifer(3) | — |
Director Compensation for 2015
| (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 and Accounting Policies—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2015 Annual Report on Form 10-K. |
Director Compensation for 2015
| (2) Mr. Bezos does not receive any compensation for his services as a director in addition to his compensation as Chief Executive Officer. |
Director Compensation for 2015
| (3) Messrs. Alberg, Rubinstein, and Ryder and Ms. Stonesifer each held 870 unvested restricted stock units as of December 31, 2015. |
Director Compensation for 2015
| (4) Mr. Brown and Ms. Gorelick each held 2,637 unvested restricted stock units as of December 31, 2015. |
Director Compensation for 2015
| (5) Mr. Gordon held 1,740 unvested restricted stock units as of December 31, 2015. |
Director Compensation for 2015
| (6) Ms. McGrath held 1,680 unvested restricted stock units as of December 31, 2015. |
Director Compensation for 2015
| (7) Mr. Monié held 1,758 unvested restricted stock units as of December 31, 2015. Mr. Monié is not standing for re-election at the Annual Meeting. |
Compensation Discussion and Analysis
Compensation Discussion and Analysis Compensation Philosophy. As stated in the Company’s 1997 letter to shareholders, we believe that a fundamental measure of our success will be the shareholder value we create over the long term. As a result, we may make decisions and weigh tradeoffs differently than some companies. For example, under our compensation philosophy, we have prioritized stock-based compensation that vests over an extended period of time. In addition, we believe granting stock-based compensation to employees at all levels across the Company results in motivated, customer-centric people who think and act like owners because they are owners. Our compensation philosophy for our “named executive officers” identified in the “Summary Compensation Table” below is the same as for all of our employees and is governed by the following principles. First, our compensation program is designed to attract and retain the highest caliber employees by providing above industry-average compensation assuming stock price performance. Second, our compensation program provides strong long-term incentives to align our employees’ interests with our shareholders’ interests. Third, our compensation program emphasizes performance and potential to contribute to our long-term success as a basis for compensation increases, as opposed to rewarding solely for length of service. Finally, our compensation program reinforces and reflects our core values, including customer obsession, innovation, bias for action, acting like owners and thinking long term, a high hiring bar, and frugality. For our named executive officers, who are employed on an at-will basis, we provide few perquisites and generally do not provide cash bonuses other than in a new-hire context. We do not maintain nonqualified deferred compensation plans, supplemental executive retirement plan benefits, cash severance programs, or change-in-control benefits for our executive officers. Except as noted below, we do not provide cash or equity incentives tied to performance criteria, which could cause employees to focus solely on short-term returns at the expense of long-term growth and innovation. Base Salaries. Consistent with our philosophy that total compensation should be tied to long-term shareholder value, base salaries for named executive officers are designed to provide a minimum level of cash compensation and to be significantly less than those paid to senior leadership at similarly situated companies. Base salaries ranged from $81,840 for Mr. Bezos to $175,000 for Messrs. Jassy, Piacentini, and Wilke. Due to Mr. Bezos’ substantial ownership in Amazon.com, Mr. Bezos again requested not to receive additional compensation in 2015 and has never received annual cash compensation in excess of his current amount. Stock-Based Compensation. The primary component of a named executive officer’s total compensation is stock-based compensation in order to closely tie total compensation to long-term shareholder value. Accordingly, named executive officers receive sizeable stock-based awards at the time of hire and are also eligible for stock-based awards on a periodic basis. Because our compensation program is designed to reward long-term performance and operate over a period of years, named executive officers may not necessarily receive stock-based awards every year. For example, because annual total compensation as reported in the Summary Compensation Table below includes the entire fair value as of the grant date of a stock award granted in that year, without regard to the fact that the grant vests over a number of years, a named executive officer’s total compensation as reported will be higher in years in which he or she receives a grant compared to years in which he or she does not receive a grant. Due to Mr. Bezos’ substantial stock ownership, he believes he is appropriately incentivized and his interests are appropriately aligned with shareholders’ interests. Mr. Bezos has never received any stock-based compensation from Amazon.com. Since late 2002, we have used restricted stock units as our primary stock-based compensation vehicle. We believe that restricted stock units align the long-term interests of named executive officers and shareholders and help efficiently manage overall shareholder dilution from stock awards. Restricted stock unit grant amounts and vesting for named executive officers, whether for new hire or subsequent grants, are established by the Leadership Development and Compensation Committee after receiving recommendations from the Vice President of Human Resources and the Chief Executive Officer. These restricted stock unit grants generally vest over a period of six years. Vesting does not accelerate as a result of termination of employment or upon a change in control (unless the acquiring company does not assume the awards). For new hire grants and grants made in connection with internal promotions, the Vice President of Human Resources, the Chief Executive Officer, and the Leadership Development and Compensation Committee consider a variety of factors, including past compensation from the named executive officer’s former employer, future compensation from such former employer that will be forfeited upon joining the Company, the compensation of similarly situated senior executives at Amazon.com, the named executive officer’s expected level of responsibility and expected contributions to our future success, and the compensation of similarly situated executives at other retail, internet, and technology companies. For periodic grants, the Vice President of Human Resources, the Chief Executive Officer, and the Leadership Development and Compensation Committee consider a variety of factors, including the named executive officer’s level of responsibility, past contributions to our performance, including our core values, and expected contributions to our future success, as well as the compensation of similarly situated executives at other retail, internet, and technology companies. Generally, the Leadership Development and Compensation Committee considers whether to make periodic grants to executive officers in connection with our annual performance and compensation review process, which normally occurs between January and April. For both new hire and periodic restricted stock unit grants, the Vice President of Human Resources and Chief Executive Officer develop grant recommendations by subjectively evaluating the factors above to set a total compensation target for each named executive officer and then designing restricted stock unit grants to help meet those total compensation targets based on stock price appreciation assumptions, taking into account the named executive officer’s cash compensation and the estimated value of pre-existing stock-based compensation vesting in subsequent years, if any. In this process, the Vice President of Human Resources and Chief Executive Officer view projected total compensation for a given year as cash compensation expected to be earned in that year plus an assumed value of stock-based compensation vesting in that year. Because we focus on total compensation over time and take into account existing compensation, periodic grants for a smaller number of shares do not necessarily reflect lower total compensation. In June 2015 Mr. Olsavsky received a restricted stock unit award for 17,773 shares with vesting beginning in May 2016, assuming continued employment. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed above with respect to periodic grants, including Mr. Olsavsky’s experience and skill supporting his appointment to Chief Financial Officer, his sustained performance over time in years preceding the grant, and his expected future contributions.
Compensation Discussion and Analysis
Except for Mr. Olsavsky, the named executive officers did not receive any new equity awards in 2015. In evaluating the compensation of our named executive officers in 2015, the Leadership Development and Compensation Committee considered the vesting schedule of existing equity awards as well as aggregated information from third party surveys, including compensation data for retail, internet, and technology companies including AOL, Apple, Best Buy, Cisco, Dell, eBay, Facebook, Google, Honeywell, IBM, Intel, Microsoft, Oracle, Starbucks, Target, Verizon, and Yahoo. The Leadership Development and Compensation Committee exercises discretion in determining executive officers’ compensation and does not require that compensation be set at a specific level relative to what is reflected in the survey data. At the time of grant we impose additional vesting conditions on certain stock-based awards issued to named executive officers so that the awards may qualify as tax-deductible compensation under Section 162(m)(4)(c) of the Internal Revenue Code. However, the Company or the Leadership Development and Compensation Committee may grant awards that do not qualify for tax deductibility under Section 162(m), and there is no guarantee that awards intended to qualify for tax deductibility under Section 162(m) will ultimately be viewed as so qualifying by the Internal Revenue Service. New Hire Cash Bonuses. None of the named executive officers received a new hire cash bonus in 2015. Other Compensation and Benefits. Named executive officers receive additional compensation in the form of vacation, medical, 401(k), relocation, and other benefits generally available to all of our employees. We provide security for Mr. Bezos, including security in addition to that provided at business facilities and during business-related 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 is especially reasonable in light of Mr. Bezos’ low salary and the fact that he has never received any stock-based compensation. The Leadership Development and Compensation Committee periodically reviews the amount and nature of Mr. Bezos’ security expenses. Reportable security expenses, along with Mr. Piacentini’s expatriation benefits, including a cost of living and housing allowance, are included in the “All Other Compensation” column of the Summary Compensation Table. We do not provide any other perquisites or other personal benefits to our named executive officers. Shareholder Advisory Vote to Approve Executive Compensation. At our 2014 Annual Meeting of Shareholders, our shareholders overwhelmingly approved the compensation of our named executive officers, with more than 97% of the votes cast for approval of our executive compensation on an advisory basis. The Leadership Development and Compensation Committee evaluated the results of the 2014 advisory vote approving the compensation of our named executive officers as well as discussions we have had in recent years with our shareholders and the other factors discussed in this Compensation Discussion and Analysis when evaluating our executive compensation and compensation policies and practices. While each of these factors informed the Leadership Development and Compensation Committee’s decisions regarding our executive compensation program, the Leadership Development and Compensation Committee did not implement changes to our executive compensation program as a result of the shareholder advisory vote.
2015 Summary Compensation Table
2015 Summary Compensation Table
2015 Summary Compensation Table
| Name And Principal Position | Year | Salary | Stock Awards(1) | All Other Compensation | Total | | Jeffrey P. Bezos | 2015 | $81,840 | $— | $1,600,000(2) | $1,681,840 | | Chief Executive Officer | 2014 | 81,840 | — | 1,600,000 | 1,681,840 | | | 2013 | 81,840 | — | 1,600,000 | 1,681,840 | | Brian T. Olsavsky | 2015 | 160,000 | 7,623,373 | 3,200(3) | 7,786,573 | | SVP and Chief Financial Officer(4) | | | | | | | Thomas J. Szkutak | 2015 | 71,566 | — | 1,431(3) | 72,997 | | Former SVP and Chief Financial Officer(5) | 2014 | 160,000 | 5,799,107(6) | 3,200 | 5,962,307 | | | 2013 | 160,000 | — | 3,200 | 163,200 | | Andrew R. Jassy | 2015 | 171,250 | — | 3,425(3) | 174,675 | | SVP, Amazon Web Services | 2014 | 160,000 | 7,501,668 | 3,200 | 7,664,868 | | | 2013 | 160,000 | — | 3,200 | 163,200 | | Diego Piacentini | 2015 | 175,000 | — | 55,905(7) | 230,905 | | SVP, International Consumer Business | 2014 | 175,000 | 6,635,459 | 55,905 | 6,866,364 | | | 2013 | 175,000 | — | 55,905 | 230,905 | | Jeffrey A. Wilke | 2015 | 172,509 | — | 3,450(3) | 175,959 | | SVP, Consumer Business | 2014 | 165,000 | 8,347,749 | 3,300 | 8,516,049 | | | 2013 | 165,000 | — | 3,325 | 168,325 |
2015 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 and Accounting Policies—Stock-Based Compensation,” in Item 8, “Financial Statements and Supplementary Data,” in our 2015 Annual Report on Form 10-K. |
2015 Summary Compensation Table
| (2) Represents the approximate aggregate incremental cost to Amazon.com 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. |
2015 Summary Compensation Table
| (3) 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. |
2015 Summary Compensation Table
| (4) Mr. Olsavsky was named Chief Financial Officer of the Company effective June 2015. |
2015 Summary Compensation Table
| (5) Mr. Szkutak retired from the Company in June 2015. |
2015 Summary Compensation Table
| (6) Due to Mr. Szkutak’s retirement in June 2015, the awards terminated prior to any shares vesting. |
2015 Summary Compensation Table
| (7) Represents expatriation benefits, including a cost of living and housing allowance in the amount of $32,886 and tax reimbursement in connection with such benefits in the amount of $23,019. Mr. Piacentini’s 2000 employment offer letter, which provided for an initial annual salary of $175,000 and has no specified term, also provides for certain expatriation benefits, including a cost of living and housing allowance. |
2015 Summary Compensation Table
The following table supplements the disclosure in the Summary Compensation Table with respect to stock awards made to the named executive officers in 2015.
Grants of Plan-Based Awards in Fiscal Year 2015
Grants of Plan-Based Awards in Fiscal Year 2015
Grants of Plan-Based Awards in Fiscal Year 2015
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards(1) | | Jeffrey P. Bezos | — | — | $— | | Brian T. Olsavsky | 6/10/2015 | 17,773(2)(3) | 7,623,373 | | Thomas J. Szkutak | — | — | — | | Andrew R. Jassy | — | — | — | | Diego Piacentini | — | — | — | | Jeffrey A. Wilke | — | — | — |
Grants of Plan-Based Awards in Fiscal Year 2015
| (1) Stock awards are reported at aggregate grant date fair value, 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. The holder of the restricted stock unit award does not have any voting, dividend, or other ownership rights in the shares of common stock subject to the award unless and until the award vests and the shares are issued. |
Grants of Plan-Based Awards in Fiscal Year 2015
| (2) The vesting schedule reflects total compensation targets for future years based on the number of shares vesting and stock price assumptions for each future year. |
Grants of Plan-Based Awards in Fiscal Year 2015
| (3) This award vests based upon the following vesting schedule and the satisfaction of certain business criteria intended to qualify the award as tax-deductible compensation under Section 162(m) of the Internal Revenue Code: 296 shares on each of May 15, 2016 and August 15, 2016; 297 shares on each of November 15, 2016 and February 15, 2017; 747 shares on May 15, 2017; 748 shares on each of August 15, 2017, November 15, 2017, and February 15, 2018; 781 shares on each of May 15, 2018 and August 15, 2018; 782 shares on each of November 15, 2018 and February 15, 2019; 1,479 shares on May 15, 2019; 1,480 shares on each of August 15, 2019, November 15, 2019, and February 15, 2020; 1,137 shares on May 15, 2020; and 1,138 shares on each of August 15, 2020, November 15, 2020, and February 15, 2021. |
Outstanding Equity Awards at 2015 Fiscal Year-End and Stock Vested in 2015
Outstanding Equity Awards at 2015 Fiscal Year-End and Stock Vested in 2015 The following table sets forth information concerning the outstanding stock awards held at December 31, 2015 by the named executive officers.
Outstanding Equity Awards at 2015 Fiscal Year-End
Outstanding Equity Awards at 2015 Fiscal Year-End
Outstanding Equity Awards at 2015 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) | | Jeffrey P. Bezos | — | $— | | Brian T. Olsavsky | | | | Restricted stock units | 38,938(2) | 26,317,805 | | Thomas J. Szkutak | | | | Restricted stock units | —(3) | — | | Andrew R. Jassy | | | | Restricted stock units | 68,268(4) | 46,141,659 | | Diego Piacentini | | | | Restricted stock units | 65,586(5) | 44,328,922 | | Jeffrey A. Wilke | | | | Restricted stock units | 82,503(6) | 55,762,953 |
Outstanding Equity Awards at 2015 Fiscal Year-End
| (1) Reflects the closing market price of our common stock on December 31, 2015, $675.89, multiplied by the number of restricted stock units that were not vested as of December 31, 2015. |
Outstanding Equity Awards at 2015 Fiscal Year-End
| (2) Reflects shares of our common stock subject to: (a) a restricted stock unit award vesting as follows, assuming continued employment: 296 shares on each of May 15, 2016 and August 15, 2016; 297 shares on each of November 15, 2016 and February 15, 2017; 747 shares on May 15, 2017; 748 shares on each of August 15, 2017, November 15, 2017, and February 15, 2018; 781 shares on each of May 15, 2018 and August 15, 2018; 782 shares on each of November 15, 2018 and February 15, 2019; 1,479 shares on May 15, 2019; 1,480 shares on each of August 15, 2019, November 15, 2019, and February 15, 2020; 1,137 shares on May 15, 2020; and 1,138 shares on each of August 15, 2020, November 15, 2020, and February 15, 2021; (b) a restricted stock unit award vesting as follows, assuming continued employment: 73 shares on each of May 15, 2017, August 15, 2017, November 15, 2017, and February 15, 2018; and 1,117 shares on each of May 15, 2018, August 15, 2018, November 15, 2018, and February 15, 2019; (c) a restricted stock unit award vesting as follows, assuming continued employment: 1,363 shares on each of May 15, 2017, August 15, 2017, and November 15, 2017; and 1,361 shares on February 15, 2018; (d) a restricted stock unit award that vested as to 246 shares on February 15, 2016; (e) a restricted stock unit award that vested as to 1,129 shares on February 15, 2016; and vesting as follows, assuming continued employment: 1,214 shares on each of May 15, 2016, August 15, 2016, and November 15, 2016; and 1,215 shares on February 15, 2017; (f) a restricted stock unit award that vested as to 723 shares on February 15, 2016; and (g) a restricted stock unit award vesting as follows, assuming continued employment: 4,000 shares on May 15, 2016. |
Outstanding Equity Awards at 2015 Fiscal Year-End
| (3) All awards scheduled to vest after the date of Mr. Szkutak’s retirement in June 2015 terminated, and, as a result, Mr. Szkutak did not hold any outstanding awards as of December 31, 2015. |
Outstanding Equity Awards at 2015 Fiscal Year-End
| (4) Reflects shares of our common stock subject to: (a) a restricted stock unit award vesting as follows, assuming continued employment: 3,156 shares on May 15, 2018 and August 15, 2018; 3,157 shares on November 15, 2018 and February 15, 2019; 2,433 shares on May 15, 2019; and 2,434 shares on August 15, 2019 and quarterly thereafter through February 15, 2020; (b) a restricted stock unit award that vested as to 5,750 shares on February 15, 2016; and (c) a restricted stock unit award that vested as to 1,279 shares on |
Outstanding Equity Awards at 2015 Fiscal Year-End
| February 15, 2016; and vesting as follows, assuming continued employment: 5,489 shares on May 15, 2016 and quarterly thereafter though February 15, 2017; 4,231 shares on May 15, 2017 and August 15, 2017; and 4,230 shares on November 15, 2017 and February 15, 2018. |
Outstanding Equity Awards at 2015 Fiscal Year-End
| (5) Reflects shares of our common stock subject to: (a) a restricted stock unit award vesting as follows, assuming continued employment: 2,792 shares on May 15, 2018; 2,793 shares on August 15, 2018 and quarterly thereafter through February 15, 2019; 2,152 shares on May 15, 2019 and quarterly thereafter through February 15, 2020; (b) a restricted stock unit award that vested as to 5,750 shares on February 15, 2016; and (c) a restricted stock unit award that vested as to 1,266 shares on February 15, 2016; and vesting as follows, assuming continued employment: 5,478 shares on May 15, 2016; 5,477 shares on August 15, 2016 and quarterly thereafter through February 15, 2017; 4,221 shares on May 15, 2017 and August 15, 2017; and 4,220 shares on November 15, 2017 and February 15, 2018. |
Outstanding Equity Awards at 2015 Fiscal Year-End
| (6) Reflects shares of our common stock subject to: (a) a restricted stock unit award vesting as follows, assuming continued employment: 3,512 shares on May 15, 2018 and quarterly thereafter through November 15, 2018; 3,513 shares on February 15, 2019; 2,708 shares on May 15, 2019 and August 15, 2019; and 2,709 shares on November 15, 2019 and February 15, 2020; (b) a restricted stock unit award that vested as to 6,250 shares on February 15, 2016; and (c) a restricted stock unit award that vested as to 2,568 shares on February 15, 2016; and vesting as follows, assuming continued employment: 6,889 shares on May 15, 2016 and August 15, 2016; 6,888 shares on November 15, 2016 and February 15, 2017; and 5,312 shares on May 15, 2017 and quarterly thereafter through February 15, 2018. |
Stock Vested in 2015
Stock Vested in 2015 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 2015
| | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Jeffrey P. Bezos | — | $— | | Brian T. Olsavsky | 8,222 | 4,092,696 | | Thomas J. Szkutak | 13,186 | 5,305,705 | | Andrew R. Jassy | 29,173 | 14,333,157 | | Diego Piacentini | 29,117 | 14,305,718 | | Jeffrey A. Wilke | 36,596 | 17,980,218 |
Stock Vested in 2015
| (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
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, all unvested restricted stock units expire. 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, 2015, 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 $675.89 on December 31, 2015 is set forth in the “Outstanding Equity Awards at 2015 Fiscal Year End” table.