DEF 14A of Amazon Com Inc
Filed Apr 12, 2017 · FY20160001193125-17-120195
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. 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 • Jamie S. Gorelick • Daniel P. Huttenlocher | • 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 2017 Annual Meeting or until his or her successor has been elected and qualified. Mr. Huttenlocher was elected as a director by the Board of Directors on September 7, 2016 and the other nominees were most recently elected at the 2016 Annual Meeting. Biographical and related information on each nominee is set forth below. 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. These individual qualifications and skills are included below in each nominee’s biography.
Biographical Information
Biographical Information Jeffrey P. Bezos, age 53, 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 77, 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 has served as a director of Impinj, Inc. since September 2000. 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 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 76, 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. Jamie S. Gorelick, age 66, 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. Daniel P. Huttenlocher, age 58, has been a director since September 2016. Mr. Huttenlocher has been Dean and Vice Provost, Cornell Tech at Cornell University since 2012, and has worked for Cornell University since 1988 in various positions. Mr. Huttenlocher has served as a director of Corning Incorporated since February 2015. Mr. Huttenlocher’s individual qualifications and skills as a director include his experience in senior positions at Cornell University, a leading university, Cornell Tech, a research, technology commercialization, and graduate-level educational facility, and Xerox PARC, a technology research facility, through which he gained experience with emerging technologies, as well as his customer experience skills. Judith A. McGrath, age 64, 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 60, has been a director since December 2010. Mr. Rubinstein was co-CEO of Bridgewater Associates, LP, 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 (“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 served as a director of Qualcomm Incorporated from May 2013 to May 2016. Mr. Rubinstein’s individual qualifications and skills as a director include his leadership and technology experience as a senior executive at large financial and 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. Thomas O. Ryder, age 72, 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 RPX Corporation since December 2009, a director of Quad/Graphics, Inc. since July 2010, and a director of Interval Leisure Group, Inc. since May 2016. He was a director of Starwood Hotels & Resorts Worldwide, Inc. from April 2001 to September 2016 and 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.
Biographical Information
Patricia Q. Stonesifer, age 60, 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 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 57, has been a director since February 2016. Mr. Weeks has been the Chief Executive Officer of Corning Incorporated, a materials science and specialty glass company, 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.
Board Meetings and Committees
Board Meetings and Committees The Board meets regularly during the year, and holds special meetings and acts by unanimous written consent whenever circumstances require. During 2016, there were four meetings of the Board. All incumbent directors attended at least 75% of the aggregate of the meetings of the Board and committees on which they served occurring during 2016. All directors then serving attended the 2016 Annual Meeting of Shareholders. The Board has established an Audit Committee, a Leadership Development and Compensation Committee, and a Nominating and Corporate Governance Committee, each of which is comprised entirely of directors who meet the applicable independence requirements of the Nasdaq rules. The Committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to shareholders. The table below provides current membership information as well as meeting information for the last fiscal year.
Board Meetings and Committees
| Name | Audit Committee | Leadership Development and Compensation Committee | Nominating and Corporate Governance Committee | | Jeffrey P. Bezos | | | | | Tom A. Alberg | X | | | | John Seely Brown | | | X | | Jamie S. Gorelick | | | X* | | Daniel P. Huttenlocher(1) | | X | | | Judith A. McGrath | | X | | | Jonathan J. Rubinstein | | X* | | | Thomas O. Ryder | X* | | | | Patricia Q. Stonesifer | | | X | | Wendell P. Weeks(2) | X | | | | Total Meetings in 2016 | 6 | 3 | 4 |
Board Meetings and Committees
| Committee Chair* |
Board Meetings and Committees
| Mr. Huttenlocher joined the Leadership Development and Compensation Committee on September 7, 2016.(1) |
Board Meetings and Committees
| Mr. Weeks joined the Audit Committee on February 10, 2016.(2) |
Board Meetings and Committees
The functions performed by these Committees, which are set forth in more detail in their charters, are summarized below. Audit Committee. The Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to our financial statements and financial reporting process, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, and our compliance with legal and regulatory requirements. The Board has designated each of Messrs. Alberg, Ryder, and Weeks as an Audit Committee Financial Expert, as defined by Securities and Exchange Commission (“SEC”) rules. During the past year, the Audit Committee met with management and reviewed matters that included the Company’s risk assessment and compliance functions, information security, business continuity, accounting industry issues, the reappointment of our independent auditor, and pending litigation. The Audit Committee also met with the auditors to review the scope and results of the auditor’s annual audit and quarterly reviews of the Company’s financial statements. Leadership Development and Compensation Committee. The Leadership Development and Compensation Committee evaluates our programs and practices relating to leadership development, reviews and establishes compensation of the Company’s executive officers, and oversees management of risks for succession planning and our overall compensation program, including our equity-based compensation plans, all with a view toward maximizing long-term shareholder value. The Committee may engage compensation consultants but did not do so in 2016. 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. During the past year, the Leadership Development and Compensation Committee met with management and reviewed matters that included the design, amounts, and effectiveness of the Company’s compensation of senior executives, management succession planning, the Company’s benefit and compensation programs, and feedback from the Company’s shareholder engagement. Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee reviews and assesses the composition of the Board, assists in identifying potential new candidates for director, recommends candidates for election as director, and provides a leadership role with respect to our corporate governance. The Nominating and Corporate Governance Committee also recommends to the Board compensation for newly elected directors and reviews director compensation as necessary. During the past year, the Nominating and Corporate Governance Committee met with management and reviewed matters that included the Board’s composition, diversity, and skills in the context of identifying and evaluating new director candidates to join the Board, the Board’s recruitment and self-evaluation processes, consideration of feedback from the Company’s shareholder engagement, including the adoption of a proxy access right for shareholders, and corporate governance developments. 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. Mr. Huttenlocher was initially recommended to the Nominating and Corporate Governance Committee by other non-management directors. The Board recruited Mr. Huttenlocher because, as a professor of computer science and Dean and Vice Provost of Cornell Tech, the Board believes Mr. Huttenlocher will help the Company as it pursues innovations in computer science, including machine learning across its businesses, and will also help attract and retain computer scientists, technologists, and academics. 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 and, as stated in the Board of Directors Guidelines on Significant Corporate Governance Issues, seeks out candidates with a diversity of experience and perspectives. When considering candidates as potential Board members, the Board and the Nominating and Corporate Governance Committee evaluate the candidates’ ability to contribute to such diversity. The Board assesses its effectiveness in this regard as part of its annual Board and director evaluation process. Currently, one-third of our independent directors are women. 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 three new directors on-boarding and two directors leaving in the last three years). The current tenure range of our Board is as follows:
Board Meetings and Committees
| Tenure on Board | Number of Director Nominees | | More than 10 years | 5 | | 6-10 years | 1 | | 1-5 years | 4 |
Board Meetings and Committees
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; personal and professional ethics, integrity, and values; practical wisdom and sound judgment; and business and professional experience in fields such as operations, technology, finance/accounting, product development, intellectual property, law, multimedia entertainment, and marketing. When evaluating re-nomination of existing directors, the Committee also considers the nominees’ past and ongoing effectiveness on the Board and, with the exception of Mr. Bezos, who is an employee, their independence. The Nominating and Corporate Governance Committee believes that each of the director nominees for the Annual Meeting possesses these attributes. 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. 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:
Board Meetings and Committees
| • | the name, address, and biography of the candidate, and an indication of whether the candidate has expressed a willingness to serve; |
Board Meetings and Committees
| • | the name, address, and phone number of the shareholder or group of shareholders making the recommendation; and |
Board Meetings and Committees
| • | 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. |
Board Meetings and Committees
To be considered by the Nominating and Corporate Governance Committee for the 2018 Annual Meeting of Shareholders, a director candidate recommendation must be received by the Secretary of Amazon.com, Inc. by December 13, 2017. 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
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 the 1997 Plan. Based on the Nominating and Corporate Governance Committee’s recommendation, in February 2016, the Board approved a restricted stock unit award for 1,365 shares to Mr. Weeks, vesting in three equal annual installments on February 15, 2017, February 15, 2018, and February 15, 2019. Based on the Nominating and Corporate Governance Committee’s recommendation, in September 2016, the Board approved a restricted stock unit award for 1,131 shares to Mr. Huttenlocher, vesting in three equal annual installments on November 15, 2017, November 15, 2018, and November 15, 2019. Based on the Nominating and Corporate Governance Committee’s recommendation, in November 2016, the Board approved restricted stock unit awards for 1,077 shares each to Messrs. Alberg, Rubinstein, and Ryder and Ms. Stonesifer, 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 February 2016 award was designed to provide approximately $270,000 in compensation annually, and the September and November 2016 awards were designed to provide approximately $288,000 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. The following table sets forth for the year ended December 31, 2016 all compensation reportable for directors who served during 2016, as determined by SEC rules.
Director Compensation for 2016
Director Compensation for 2016
Director Compensation for 2016
| Name | Stock Awards(1) | | Jeffrey P. Bezos(2) | $— | | Tom A. Alberg(3) | 793,087 | | John Seely Brown(4) | — | | William B. Gordon(5) | — | | Jamie Gorelick(4) | — | | Daniel P. Huttenlocher(6) | 890,730 | | Judith A. McGrath(7) | — | | Alain Monié(8) | — | | Jonathan J. Rubinstein(3) | 793,087 | | Thomas O. Ryder(3) | 793,087 | | Patricia Q. Stonesifer(3) | 793,087 | | Wendell P. Weeks(9) | 676,125 |
Director Compensation for 2016
| 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 2016 Annual Report on Form 10-K.(1) |
Director Compensation for 2016
| Mr. Bezos does not receive any compensation for his services as a director in addition to his compensation as Chief Executive Officer.(2) |
Director Compensation for 2016
| Messrs. Alberg, Rubinstein, and Ryder and Ms. Stonesifer each held 1,077 unvested restricted stock units as of December 31, 2016.(3) |
Director Compensation for 2016
| Mr. Brown and Ms. Gorelick each held 1,758 unvested restricted stock units as of December 31, 2016.(4) |
Director Compensation for 2016
| Mr. Gordon held 870 unvested restricted stock units as of December 31, 2016. These unvested restricted stock units were cancelled in March 2017 when Mr. Gordon ceased to serve as a director.(5) |
Director Compensation for 2016
| Mr. Huttenlocher held 1,131 unvested restricted stock units as of December 31, 2016.(6) |
Director Compensation for 2016
| Ms. McGrath held 840 unvested restricted stock units as of December 31, 2016.(7) |
Director Compensation for 2016
| Mr. Monié’s unvested restricted stock units were cancelled in May 2016 when he ceased to serve as a director.(8) |
Director Compensation for 2016
| Mr. Weeks held 1,365 unvested restricted stock units as of December 31, 2016.(9) |
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. Additionally, except as noted below for Rule 162(m) purposes, 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. We believe that investing in the creation of long-term value, without the use of performance measures or specific indices, is optimal for Amazon employees, particularly at the executive level, and for shareholders. We believe that the best measure of our performance is how we are valued over the long term. To help align our employees with long-term value creation, we compensate our employees with restricted stock unit awards that have long vesting periods. Over time, employees will have multiple restricted stock unit awards that vest over many years, and thus provide a greater amount of potential compensation in later years than the current year. This encourages employees, including executives, to seek out, develop, and pursue initiatives that focus on serving our customers and reflect a long-term view for thinking about our operations holistically and contributing to initiatives across the Company. As a company that relentlessly pursues invention across a wide range of opportunities, we believe it would be inappropriate to utilize a few discrete or short term financial or operational performance measures that may narrowly focus our executives on the success of only isolated initiatives, instead of on the long-term success of the Company as a whole. For example, in 1997, we could have adopted performance measures appropriate for an Internet bookseller, but those performance measures may have discouraged our employees from investing their time and energy into initiatives that later became AWS, Kindle, and Alexa. Other examples of long-term focus include the development of our third-party seller business, which was aided by the lessons learned from our unsuccessful efforts to build an auctions marketplace, and when we experimented with adding services other than fast shipping to our Prime membership program. A performance goal assumes some level of success by a prescribed measure, but to have a culture that relentlessly pursues invention, we have to encourage experimentation and long-term thinking, which, by definition, means we do not know in advance whether it will work. In addition, given the unique nature of Amazon and our many initiatives, standardized industry indices are either too broad or too narrow to serve as relevant comparisons for benchmarking performance. For example, if we had tied compensation to our performance relative to a retail index, we might never have pursued our AWS business since executives would have been penalized for making the early investments in cloud technology and infrastructure that AWS required. Similarly, if we tied compensation to our performance relative to a technology index, we might not have built our own devices, developed our own movies and TV shows, or innovated shipping and delivery methods. A customized index locks in a business profile at a point in time and may deter employees from considering or pursuing initiatives that do not fit into that mold. Thus, we think the best stock market comparison we can make is measuring our own success: can we continue to grow our share value over the long term? As a result, we believe the best performance measure for our company is stock price performance over the long term. Therefore, when we set our executives’ target compensation, we assume a fixed annual increase in the stock price (currently 15%) so that our executives will be directly impacted if our stock price is flat or declines. This approach has worked well over the past three years, as our stock price has increased approximately 88% between January 2014 and December 2016. 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. Blackburn, Jassy, Piacentini, and Wilke. Due to Mr. Bezos’ substantial ownership in Amazon, Mr. Bezos again requested not to receive additional compensation in 2016 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.
Compensation Discussion and Analysis
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 Senior Vice President of Human Resources and the Chief Executive Officer. These restricted stock unit grants generally vest over a period of five or six years. Vesting does not accelerate as a result of termination of employment or upon a change-in-control (unless the Leadership Development and Compensation Committee determines that the acquiring company will not be assuming or substituting the awards). For new hire grants and grants made in connection with internal promotions, the Senior 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, 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 Senior 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 Senior 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 Senior 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 April 2016, Messrs. Olsavsky, Blackburn, Jassy, and Wilke received restricted stock unit awards with vesting beginning in May 2017, assuming continued employment, as follows:
Compensation Discussion and Analysis
| • | Mr. Olsavsky received a restricted stock unit award for 7,458 shares. 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 as Chief Financial Officer, his performance in the year preceding the grant, and his expected future contributions. |
Compensation Discussion and Analysis
| • | Mr. Blackburn received a restricted stock unit award for 37,362 shares. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed above with respect to periodic grants, including Mr. Blackburn’s experience and skill in managing the Company’s business development projects, his sustained performance over time in years preceding the grant, and his expected future contributions. |
Compensation Discussion and Analysis
| • | Mr. Jassy received a restricted stock unit award for 30,118 shares. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed above with respect to periodic grants, including Mr. Jassy’s experience and skill in managing web services and cloud computing operations, his sustained performance over time in years preceding the grant, and his expected future contributions. |
Compensation Discussion and Analysis
| • | Mr. Wilke received a restricted stock unit award for 25,619 shares. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed above with respect to periodic grants, including Mr. Wilke’s experience and skill in managing Worldwide Consumer operations, his sustained performance over time in years preceding the grant, and his expected future contributions. |
Compensation Discussion and Analysis
In setting these amounts, 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, technology, and media companies including Alphabet, Apple, AT&T, Best Buy, Cisco, eBay, Facebook, General Electric, Honeywell, IBM, Intel, Microsoft, Oracle, Starbucks, Target, Wal-Mart, and The Walt Disney Company. 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. In addition, Messrs. Jassy and Wilke each received an additional restricted stock unit award for 30,000 shares, which vest 45% in 2019, 15% in 2020, 30% in 2022, and 10% in 2023, in connection with being named CEO Amazon Web Services and CEO Worldwide Consumer, respectively. These grants were designed to encourage long-term retention, and were given in recognition of their level of responsibility and expected contribution to our future success over the long term. The total number of restricted stock units granted to our named executive officers during 2016 represented only (i) 1.73% of the total number of restricted stock units granted to all employees during 2016 and (ii) 0.03% of the weighted-average number of shares outstanding for 2016. The total number of restricted stock units granted to our named executive officers during the three-year period from 2014 to 2016 represented only (i) 0.97% of the total number of restricted stock units granted to all employees during the same three-year period and (ii) 0.02% of the weighted-average number of shares outstanding for the same three-year period. 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 2016. 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.
2016 Summary Compensation Table
2016 Summary Compensation Table
2016 Summary Compensation Table
| Name And Principal Position | Year | Salary | Stock Awards(1) | All Other Compensation | Total | | Jeffrey P. Bezos | 2016 | $81,840 | $— | $1,600,000(2) | $1,681,840 | | Chief Executive Officer | 2015 | 81,840 | — | 1,600,000 | 1,681,840 | | | 2014 | 81,840 | — | 1,600,000 | 1,681,840 | | Brian T. Olsavsky | 2016 | 160,000 | 4,395,447 | 3,200(3) | 4,558,647 | | SVP and Chief Financial Officer(4) | 2015 | 160,000 | 7,623,373 | 3,200 | 7,786,573 | | Jeffrey M. Blackburn | 2016 | 171,250 | 22,019,668 | 3,425(3) | 22,194,343 | | SVP, Business Development(4) | | | | | | | Andrew R. Jassy | 2016 | 175,000 | 35,431,144(5) | 3,500(3) | 35,609,644 | | CEO Amazon Web Services | 2015 | 171,250 | — | 3,425 | 174,675 | | | 2014 | 160,000 | 7,501,668 | 3,200 | 7,664,868 | | Diego Piacentini | 2016 | 110,326 | 23,585,138(7) | 35,166(8) | 23,730,630 | | SVP, International Consumer Business(6) | 2015 | 175,000 | — | 55,905 | 230,905 | | | 2014 | 175,000 | 6,635,459 | 55,905 | 6,866,364 | | Jeffrey A. Wilke | 2016 | 175,000 | 32,779,614(9) | 3,500(3) | 32,958,114 | | CEO Worldwide Consumer | 2015 | 172,509 | — | 3,450 | 175,959 | | | 2014 | 165,000 | 8,347,749 | 3,300 | 8,516,049 |
2016 Summary Compensation Table
| 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 2016 Annual Report on Form 10-K.(1) |
2016 Summary Compensation Table
| 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.(2) |
2016 Summary Compensation Table
| 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.(3) |
2016 Summary Compensation Table
| Mr. Olsavsky became a named executive officer in 2015 and Mr. Blackburn became a named executive officer in 2016.(4) |
2016 Summary Compensation Table
| In addition to receiving a periodic stock grant, Mr. Jassy also received an additional restricted stock unit award for 30,000 shares in connection with being named CEO Amazon Web Services. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement above in relation to this grant.(5) |
2016 Summary Compensation Table
| On February 10, 2016, the Board approved a leave of absence for Diego Piacentini, Senior Vice President, International Consumer Business, for two years beginning in August 2016.(6) |
2016 Summary Compensation Table
| In connection with Mr. Piacentini’s leave of absence, the Board’s Leadership Development and Compensation Committee approved suspending forfeiture of Mr. Piacentini’s restricted stock unit awards under the 1997 Plan for the duration of his leave of absence. The amount reported reflects the incremental fair value of his previously-granted restricted stock unit awards as a result of modification of the forfeiture terms and not a new award grant.(7) |
2016 Summary Compensation Table
| Represents expatriation benefits, including a cost of living and housing allowance in the amount of $35,166. 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.(8) |
2016 Summary Compensation Table
| In addition to receiving a periodic stock grant, Mr. Wilke also received an additional restricted stock unit award for 30,000 shares in connection with being named CEO Worldwide Consumer operations. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement above in relation to this grant.(9) |
2016 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 2016.
Grants of Plan-Based Awards in Fiscal Year 2016
Grants of Plan-Based Awards in Fiscal Year 2016
Grants of Plan-Based Awards in Fiscal Year 2016
| 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 | 4/5/2016 | 7,458(2)(3) | 4,395,447 | | Jeffrey M. Blackburn | 4/5/2016 | 37,362(2)(4) | 22,019,668 | | Andrew R. Jassy | 4/5/2016 | 30,118(2)(5) | 17,750,344 | | | 4/5/2016 | 30,000(2)(6) | 17,680,800 | | Diego Piacentini | 2/10/2016 | 47,615(7) | 23,585,138 | | Jeffrey A. Wilke | 4/5/2016 | 25,619(2)(8) | 15,098,814 | | | 4/5/2016 | 30,000(2)(9) | 17,680,800 |
Grants of Plan-Based Awards in Fiscal Year 2016
| 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.(1) |
Grants of Plan-Based Awards in Fiscal Year 2016
| 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.(2) |
Grants of Plan-Based Awards in Fiscal Year 2016
| 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: 150 shares on each of May 15, 2017, August 15, 2017, and November 15, 2017; 151 shares on(3) |
Grants of Plan-Based Awards in Fiscal Year 2016
| February 15, 2018; 130 shares on each of May 15, 2018 and August 15, 2018; 131 shares on each of November 15, 2018 and February 15, 2019; 284 shares on May 15, 2019; 285 shares on each of August 15, 2019, November 15, 2019, and February 15, 2020; 239 shares on each of May 15, 2020, August 15, 2020, November 15, 2020, and February 15, 2021; and 1,060 shares on each of May 15, 2021, August 15, 2021, November 15, 2021, and February 15, 2022. |
Grants of Plan-Based Awards in Fiscal Year 2016
| 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: 1,036 shares on each of May 15, 2017 and August 15, 2017; 1,037 shares on each of November 15, 2017 and February 15, 2018; 1,667 shares on each of May 15, 2018 and August 15, 2018; 1,668 shares on each of November 15, 2018 and February 15, 2019; 1,692 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022.(4) |
Grants of Plan-Based Awards in Fiscal Year 2016
| 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: 494 shares on each of May 15, 2017, August 15, 2017, and November 15, 2017; 495 shares on February 15, 2018; 952 shares on each of May 15, 2018, August 15, 2018, November 15, 2018, and February 15, 2019; 1,138 shares on May 15, 2019; 1,139 shares on each of August 15, 2019, November 15, 2019, and February 15, 2020; 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022.(5) |
Grants of Plan-Based Awards in Fiscal Year 2016
| In addition to receiving a periodic stock grant, Mr. Jassy also received an additional restricted stock unit award for 30,000 shares in connection with being named CEO Amazon Web Services. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement above in relation to this grant. 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: 4,500 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; and 3,000 shares on each of May 15, 2022, August 15, 2022, November 15, 2022, and February 15, 2023.(6) |
Grants of Plan-Based Awards in Fiscal Year 2016
| In connection with Mr. Piacentini’s leave of absence, the Board’s Leadership Development and Compensation Committee approved suspending forfeiture of Mr. Piacentini’s restricted stock unit awards under the 1997 Plan for the duration of his leave of absence. The amount reported reflects the incremental fair value of his previously granted restricted stock unit awards as a result of modification of the forfeiture terms and not a new award grant.(7) |
Grants of Plan-Based Awards in Fiscal Year 2016
| 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: 596 shares on each of May 15, 2018, August 15, 2018, and November 15, 2018; 597 shares on February 15, 2019; 864 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022.(8) |
Grants of Plan-Based Awards in Fiscal Year 2016
| In addition to receiving a periodic stock grant, Mr. Wilke also received an additional restricted stock unit award for 30,000 shares in connection with being named CEO Worldwide Consumer operations. In making this grant, the Leadership Development and Compensation Committee considered the factors discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement above in relation to this grant. 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: 4,500 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; and 3,000 shares on each of May 15, 2022, August 15, 2022, November 15, 2022, and February 15, 2023.(9) |
Outstanding Equity Awards at 2016 Fiscal Year-End and Stock Vested in 2016
Outstanding Equity Awards at 2016 Fiscal Year-End and Stock Vested in 2016 The following table sets forth information concerning the outstanding stock awards held at December 31, 2016 by the named executive officers.
Outstanding Equity Awards at 2016 Fiscal Year-End
Outstanding Equity Awards at 2016 Fiscal Year-End
Outstanding Equity Awards at 2016 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 | 35,767(2) | 26,820,600 | | Jeffrey M. Blackburn | | | | Restricted stock units | 74,188(3) | 55,631,356 | | Andrew R. Jassy | | | | Restricted stock units | 104,890(4) | 78,653,864 | | Diego Piacentini | | | | Restricted stock units | 47,615(5) | 35,705,060 | | Jeffrey A. Wilke | | | | Restricted stock units | 108,638(6) | 81,464,377 |
Outstanding Equity Awards at 2016 Fiscal Year-End
| Reflects the closing market price of our common stock on December 30, 2016, $749.87, multiplied by the number of restricted stock units that were not vested as of December 31, 2016.(1) |
Outstanding Equity Awards at 2016 Fiscal Year-End
| Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 297 shares on February 15, 2017; and vesting as follows, assuming continued employment: 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 1,215 shares on February 15, 2017; and (e) a restricted stock unit award vesting as follows, assuming continued employment: 150 shares on each of May 15, 2017, August 15, 2017, and November 15, 2017; 151 shares on February 15, 2018; 130 shares on each of May 15, 2018 and August 15, 2018; 131 shares on each of November 15, 2018 and February 15, 2019; 284 shares on May 15, 2019; 285 shares on each of August 15, 2019, November 15, 2019, and February 15, 2020; 239 shares on each of May 15, 2020, August 15, 2020, November 15, 2020, and February 15, 2021; and 1,060 shares on each of May 15, 2021, August 15, 2021, November 15, 2021, and February 15, 2022.(2) |
Outstanding Equity Awards at 2016 Fiscal Year-End
| Reflects shares of our common stock subject to: (a) a restricted stock unit award that vested as to 4,787 shares on February 15, 2017; and vesting as follows, assuming continued employment: 3,689 shares on May 15, 2017; and 3,688 shares on each of August 15, 2017, November 15, 2017, and February 15, 2018; (b) a restricted stock unit award vesting as follows, assuming continued employment: 2,441 shares on each of May 15, 2018, August 15, 2018, November 15, 2018, and February 15, 2019; 1,880 shares on each of May 15, 2019 and August 15, 2019; and 1,881 shares on each of November 15, 2019 and February 15,(3) |
Outstanding Equity Awards at 2016 Fiscal Year-End
| 2020; and (c) a restricted stock unit award vesting as follows, assuming continued employment: 1,036 shares on each of May 15, 2017 and August 15, 2017; 1,037 shares on each of November 15, 2017 and February 15, 2018; 1,667 shares on each of May 15, 2018 and August 15, 2018; 1,668 shares on each of November 15, 2018 and February 15, 2019; 1,692 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022. |
Outstanding Equity Awards at 2016 Fiscal Year-End
| 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 5,489 shares on February 15, 2017; and vesting as follows, assuming continued employment: 4,231 shares on May 15, 2017 and August 15, 2017; and 4,230 shares on November 15, 2017 and February 15, 2018; (c) a restricted stock unit award vesting as follows, assuming continued employment: 494 shares on each of May 15, 2017, August 15, 2017, and November 15, 2017; 495 shares on February 15, 2018; 952 shares on each of May 15, 2018, August 15, 2018, November 15, 2018, and February 15, 2019; 1,138 shares on May 15, 2019; 1,139 shares on each of August 15, 2019, November 15, 2019, and February 15, 2020; 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022; and (d) a restricted stock unit award vesting as follows, assuming continued employment: 4,500 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; and 3,000 shares on each of May 15, 2022, August 15, 2022, November 15, 2022, and February 15, 2023.(4) |
Outstanding Equity Awards at 2016 Fiscal Year-End
| On February 10, 2016, the Board approved a leave of absence for Diego Piacentini, Senior Vice President, International Consumer Business, for two years beginning in August 2016. In connection with Mr. Piacentini’s leave of absence, the Board’s Leadership Development and Compensation Committee approved suspending forfeiture of Mr. Piacentini’s restricted stock unit awards under the 1997 Plan for the duration of his leave of absence, with vesting dates to be extended for a period corresponding to the term of his leave of absence. Prior to that modification, the vesting terms of Mr. Piacentini’s restricted stock units that were scheduled to vest following the date his leave of absence commenced were as follows: (a) 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; and (b) 5,477 shares on November 15, 2016 and 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.(5) |
Outstanding Equity Awards at 2016 Fiscal Year-End
| 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 6,888 shares on February 15, 2017; and vesting as follows, assuming continued employment: 5,312 shares on May 15, 2017 and quarterly thereafter through February 15, 2018; (c) a restricted stock unit award vesting as follows, assuming continued employment: 596 shares on each of May 15, 2018, August 15, 2018, and November 15, 2018; 597 shares on February 15, 2019; 864 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; 2,791 shares on each of May 15, 2020, August 15, 2020, and November 15, 2020; 2,792 shares on February 15, 2021; 2,153 shares on each of May 15, 2021, August 15, 2021, and November 15, 2021; and 2,154 shares on February 15, 2022; and (d) a restricted stock unit award vesting as follows, assuming continued employment: 4,500 shares on each of May 15, 2019, August 15, 2019, November 15, 2019, and February 15, 2020; and 3,000 shares on each of May 15, 2022, August 15, 2022, November 15, 2022, and February 15, 2023.(6) |
Stock Vested in 2016
Stock Vested in 2016 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 2016
| | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Jeffrey P. Bezos | — | $— | | Brian T. Olsavsky | 10,629 | 7,258,969 | | Jeffrey M. Blackburn | 20,495 | 13,745,670 | | Andrew R. Jassy | 23,496 | 15,758,902 | | Diego Piacentini | 17,971 | 11,655,635 | | Jeffrey A. Wilke | 29,484 | 19,775,635 |
Stock Vested in 2016
| 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).(1) |
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, 2016, 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 $749.87 on December 30, 2016 is set forth in the “Outstanding Equity Awards at 2016 Fiscal Year-End” table.