DEF 14A of Apple Inc., Jan 12, 2023

DEF 14A of Apple Inc.

Filed Jan 12, 2023 · FY20220001308179-23-000019

Open on EDGAR

  1. Table of Contents

    | Compensation of Directors | 36 |

  2. Board of Directors

    Board of Directors Directly oversees corporate and product strategy, executive succession planning, and other matters reserved to the full Board. Reviews and discusses with management significant risks affecting Apple, including matters escalated by its committees from within their respective areas of direct oversight.

  3. Directors

    Directors

  4. Directors

    | | | | Board Composition and Refreshment | 28 |

  5. Directors

    | Nominees for Election | 29 |

  6. Directors

    | Compensation of Directors | 36 |

  7. Directors

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 28 |

  8. Board Composition and Refreshment

    Board Composition and Refreshment

  9. Board Composition

    Board Composition Apple’s Board consists of a diverse group of highly qualified leaders in their respective fields. All of our directors have senior leadership experience at large domestic or multinational companies. In these positions, they have gained significant and diverse management experience, including in the areas of strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. They also have in-depth public company experience serving as executive officers, or on boards of directors and board committees, and a robust understanding of corporate governance practices and trends. In addition, many of our directors have experience as directors or trustees of significant academic, research, nonprofit, and philanthropic institutions, and bring unique perspectives to the Board. The Board and the Nominating Committee believe the skills, qualities, attributes, and experiences of our directors provide Apple with business acumen and a diverse range of perspectives to effectively address Apple’s evolving needs, oversee senior management in the competent and ethical operation of Apple, and represent the best long-term interests of Apple’s shareholders. The Board considers its composition and refreshment on an annual basis as part of its self-evaluation process. Most recently, in calendar year 2021, the Board added two new members, Monica Lozano and Alex Gorsky, to complement its existing skills, qualities, attributes, and experiences.

  10. Director Selection and Evaluation

    Director Selection and Evaluation The Nominating Committee oversees board succession planning and recruitment of potential candidates. The Nominating Committee considers candidates who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates. In evaluating potential nominees to the Board, the Nominating Committee considers, among other things: independence, character, ability to exercise sound judgment, demonstrated leadership, ability and willingness to commit sufficient time to the Board, and relevant skills and experience in the context of the Board’s evolving needs. The Nominating Committee also considers the diversity of the Board overall with respect to age, disability, gender identity or expression, ethnicity, military veteran status, national origin, race, religion, sexual orientation, and other backgrounds and experiences. The Nominating Committee is committed to actively seeking out, and will instruct any search firm it engages to identify, individuals who will contribute to the overall diversity of the Board to be included in the pool of candidates from which nominees to the Board are selected. The Board monitors the mix of skills and experience of its directors to help ensure it has the necessary tools to perform its oversight function effectively. Starting in 2022, the Board amended its Corporate Governance Guidelines to require an annual review by the Nominating Committee of each director’s various time commitments, including their primary occupation, service on other public company boards and board committees, leadership positions on other boards, as well as service with private company boards and non-profit organizations. Following its review, the Nominating Committee has determined that, in its view, no director currently has time commitments that would prevent them from properly discharging their duties as directors. The Nominating Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other candidates. Shareholders who wish to recommend a director candidate should submit the candidate’s name and background information in writing to our Secretary at One Apple Park Way, MS: 927-4GC, Cupertino, CA 95014 USA. In addition, the proxy access provisions in our bylaws provide that a shareholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding shares continuously for at least three years, may nominate director nominees constituting up to 20% of Apple’s Board for inclusion in our proxy statement. Nominating shareholders and nominees must satisfy the requirements set forth in our bylaws, which can be found at investor.apple.com/leadership-and-governance. Any notice of director nomination submitted to Apple other than through proxy access must include the additional information required by Rule 14a-19(b) under the Exchange Act.

  11. Director Selection and Evaluation

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 29 |

  12. Nominees for Election

    Nominees for Election The following matrix highlights the mix of key skills, qualities, attributes, and experiences of the nominees that, among other factors, led the Board and the Nominating Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. The demographic information presented below is based on voluntary self-identification by each nominee. Additional biographical information on each nominee is set out starting on page 31.

  13. Director Skills and Demographic Matrix

    Director Skills and Demographic Matrix

  14. Director Skills and Demographic Matrix

    | | Levinson | Cook | Bell | Gore | Gorsky | Jung | Lozano | Sugar | Wagner | | Core | | | | | | | | | | | Leadership | | | | | | | | | | | Corporate Governance | | | | | | | | | | | Risk Management | | | | | | | | | | | Financial | | | | | | | | | | | Strategic | | | | | | | | | | | Global Business and Operations | | | | | | | | | | | Brand and Marketing | | | | | | | | | | | People and Culture | | | | | | | | | | | Innovation and Technology | | | | | | | | | | | Environment and Climate | | | | | | | | | | | Public Policy and Government | | | | | | | | | | | Privacy and Security | | | | | | | | | | | Identity | | | | | | | | | | | Gender Expression | Male | Male | Male | Male | Male | Female | Female | Male | Female | | LGBTQ+ | No | Yes | No | No | No | No | No | No | No | | Race/Ethnicity | White | White | Black | White | White | Asian | Latino Multiracial | White | White |

  15. Director Skills and Demographic Matrix

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 30 |

  16. Director Skills and Demographic Matrix

    | Core Skills | | Leadership Experience from serving in a significant leadership position, including as a chief executive officer, chief financial officer, or other senior leadership role equips directors with valuable insight into organizational behavior and processes and a deep understanding of the various aspects of modern organizations, including strategic planning, financial reporting, compliance, values, and culture. | | Corporate Governance Experience on public company boards develops an understanding of the dynamics and operation of a corporate board and its relationship with the chief executive officer and other senior management, as well as deep knowledge of corporate governance practices and policies, and an appreciation of how they can impact the Company. | | Risk Management Experience identifying, managing, or mitigating risks develops a director’s ability to appreciate, anticipate, and effectively oversee the Company’s risk management. | | Financial Knowledge of financial markets, financing, and financial reporting processes helps our directors understand and oversee our financial position, results of operations, and related financial reporting, as well as our broader financing activities and capital structure. | | Strategic Skills | | Global Business and Operations Experience in global business and operations, including exposure to global business cultures, consumer preferences, and economic, regulatory, and political conditions, helps directors oversee Apple’s global footprint and complex supply chain. | | Brand and Marketing Experience with the marketing and branding of products, building brand awareness, and enhancing corporate reputation can help directors successfully guide and advise management, and oversee related efforts. | | People and Culture Because Apple operates in a very competitive talent market, directors with experience managing people and teams, including recruitment, retention, development, compensation, and incentivization of key talent, provide strategic value in overseeing our efforts to recruit, retain, and develop our people and teams and in determining compensation for our CEO and other senior executives. | | Innovation and Technology Directors with an understanding of innovation and technology, including through experience in technology-related business or driving scientific innovation, are strategically equipped to oversee Apple’s innovation-focused product and services roadmap. | | Environment and Climate At Apple, we believe business can and should be a force for good. Directors with experience leading efforts to mitigate climate change and other environmental impacts are well qualified to oversee our environmental programs and product development. | | Public Policy and Government Experience in government relations, regulatory matters, or regulated industries provides a valuable perspective as Apple operates in an increasingly regulated global environment. | | Privacy and Security At Apple, we believe privacy is a fundamental human right. Directors with experience or expertise in information security, data privacy, and cybersecurity are uniquely qualified to oversee our product and services roadmap as well as privacy and cybersecurity risks. |

  17. Director Skills and Demographic Matrix

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 31 |

  18. Director Skills and Demographic Matrix

    | | | Art Levinson | | Chair of the Board | | Director since 2000 Compensation Committee |

  19. Key Skills and Qualifications

    Key Skills and Qualifications Art Levinson brings to the Board executive leadership experience, including through his service as a chairman and chief executive officer of a large international public company, along with extensive financial expertise and brand marketing experience. Through his experiences at biotechnology and pharmaceutical companies, he also brings significant expertise in the health sector and technology and innovation.

  20. Career Highlights

    Career Highlights Dr. Levinson, 72, has served as the Chief Executive Officer of Calico, a company focused on health, aging, and well-being, since September 2013. Dr. Levinson previously served as Chief Executive Officer of Genentech, Inc., a medical drug developer, from July 1995 to April 2009, and served as Genentech’s Chairman from September 1999 to September 2014. Dr. Levinson also serves on the Board of Directors of the Broad Institute of MIT and Harvard and on the Board of Scientific Consultants at the Memorial Sloan Kettering Cancer Center. Dr. Levinson was awarded the National Medal of Technology and Innovation, the nation’s highest honor for achievement and leadership in advancing the fields of science and technology, and the Biotechnology Heritage Award from the Biotechnology Industry Organization and the Chemical Heritage Foundation. Dr. Levinson has been inducted into the Biotech Hall of Fame.

  21. Other Public Company Boards:

    Other Public Company Boards: •

  22. None

    None

  23. None

    | | | Tim Cook | | Chief Executive Officer Director since 2011 |

  24. Key Skills and Qualifications

    Key Skills and Qualifications Tim Cook brings to the Board extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service, and support.

  25. Career Highlights

    Career Highlights Mr. Cook, 62, has served as Apple’s Chief Executive Officer since 2011, having previously served as Apple’s Chief Operating Officer from October 2005. Mr. Cook joined Apple in March 1998 and served as Executive Vice President, Worldwide Sales and Operations from February 2002 to October 2005. From October 2000 to February 2002, Mr. Cook served as Senior Vice President, Worldwide Operations, Sales, Service and Support. From March 1998 to October 2000, Mr. Cook served as Senior Vice President, Worldwide Operations. Mr. Cook serves on the Board of Directors of The National Football Foundation & College Hall of Fame, Inc., the Board of Trustees of Duke University, and on the Leadership Council for the Malala Fund, an international non-profit organization that advocates for girls’ education.

  26. Other Public Company Boards:

    Other Public Company Boards: Current: Nike, Inc.

  27. Other Public Company Boards:

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 32 |

  28. Other Public Company Boards:

    | | | James Bell | | Director since 2015 Audit Committee |

  29. Key Skills and Qualifications

    Key Skills and Qualifications James Bell brings to the Board deep financial and accounting expertise as a former chief financial officer of a large international public company, as well as experience in strategic planning and leadership of complex organizations. Mr. Bell also brings a global business perspective and experience in privacy and security from his service on other boards and executive positions at a large international public company.

  30. Career Highlights

    Career Highlights Mr. Bell, 74, is the retired Executive Vice President, Corporate President and Chief Financial Officer of The Boeing Company, an aerospace company. Mr. Bell served in this role from June 2008 to April 2012, having previously served as Executive Vice President, Finance and Chief Financial Officer from November 2003 to June 2008, and as Senior Vice President of Finance and Corporate Controller from October 2000 to November 2003. From 1992 to 2000, Mr. Bell held a series of positions with increasing responsibility at Boeing. Mr. Bell also serves on the Board of Trustees at the Rush University Medical Center and is a Distinguished Alumnus of the College of Business and Economics of California State University, Los Angeles.

  31. Other Public Company Boards:

    Other Public Company Boards: •

  32. Current: CDW Corporation

    Current: CDW Corporation • Within Last Five Years: Dow Inc.; DowDupont Inc.; JPMorgan Chase & Co.

  33. Current: CDW Corporation

    | | | Al Gore | | Director since 2003 Compensation Committee Nominating Committee |

  34. Key Skills and Qualifications

    Key Skills and Qualifications Al Gore brings to the Board executive leadership experience, as well as experience in innovation and technology, environmental and climate issues, public policy, and privacy and security due to his extensive background in digital communication and technology policy, politics, and environmental rights, along with experience in asset management and venture capital.

  35. Career Highlights

    Career Highlights Mr. Gore, 74, has served as Chairman of Generation Investment Management LLP, an investment management firm, since 2004, and as a partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since November 2007. He is the founder and current Chairman of The Climate Reality Project, a non-profit organization devoted to solving the climate crisis. Mr. Gore served two terms as Vice President of the United States, and was elected twice to the U.S. Senate and four times to the U.S. House of Representatives. Mr. Gore is a joint recipient of the Nobel Peace Prize for his climate work and has been awarded the Dan David Prize for Social Responsibility. Other Public Company Boards:

  36. None

    None

  37. None

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 33 |

  38. None

    | | | Alex Gorsky | | Director since 2021 Nominating Committee |

  39. Key Skills and Qualifications

    Key Skills and Qualifications Alex Gorsky brings to the Board executive leadership experience, as well as brand marketing expertise and extensive experience in the fields of health and technology through his service as a chairman and chief executive officer of a large international public company.

  40. Career Highlights

    Career Highlights Mr. Gorsky, 62, has served as the Executive Chairman of Johnson & Johnson, a global healthcare products company, since January 2022, having previously served as Chairman and CEO. Mr. Gorsky was named CEO and joined the Board of Johnson & Johnson in April 2012. He was subsequently named Chair of the Board in December 2012. Mr. Gorsky joined Johnson & Johnson in 1988, serving in various positions of increasing responsibility. In 2004, Mr. Gorsky left Johnson & Johnson to join Novartis Pharmaceuticals Corporation, where he served as head of its pharmaceutical business in North America, before returning to Johnson & Johnson in 2008. Mr. Gorsky serves on the boards of the Travis Manion Foundation, a non-profit organization that empowers veterans to develop character in future generations, and the National Academy Foundation, a non-profit organization that supports career academies within traditional high schools, and on the Board of Advisors of The Wharton School. Mr. Gorsky is the recipient of the Robert F. Kennedy Human Rights Ripple of Hope Award, and the Prix Galien Roy Vagelos Pro Bono Humanum Award.

  41. Other Public Company Boards:

    Other Public Company Boards: • Current: International Business Machines Corporation; Johnson & Johnson; JPMorgan Chase & Co.

  42. Other Public Company Boards:

    | | | Andrea Jung | | Director since 2008 Compensation Committee (Chair) Nominating Committee |

  43. Key Skills and Qualifications

    Key Skills and Qualifications Andrea Jung brings to the Board executive leadership experience, a global business perspective, and extensive brand marketing and consumer products experience, including through her service as a chair and chief executive officer of a large international public company, and her service on other boards.

  44. Career Highlights

    Career Highlights Ms. Jung, 64, has served as the President and Chief Executive Officer and a member of the Board of Grameen America LLC, a nonprofit microfinance organization helping women who live in poverty build small businesses, since April 2014. Ms. Jung previously served as Executive Chairman of Avon Products, Inc., a personal care products company, from April 2012 to December 2012, and as Chairman of the Board of Avon from September 2001 to April 2012. Ms. Jung served as Chief Executive Officer of Avon from November 1999 to April 2012, and served as a member of Avon’s Board from January 1998 to December 2012. Ms. Jung also serves on the Board of Rockefeller Capital Management.

  45. Other Public Company Boards:

    Other Public Company Boards: • Current: Unilever PLC; Wayfair Inc. Within Last Five Years: Daimler AG; General Electric Company; Unilever N.V.

  46. Other Public Company Boards:

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 34 |

  47. Other Public Company Boards:

    | | | Monica Lozano | | Director since 2021 Audit Committee |

  48. Within Last Five Years: Air Lease Corporation

    Within Last Five Years: Air Lease Corporation

  49. Within Last Five Years: Air Lease Corporation

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 35 |

  50. Within Last Five Years: Air Lease Corporation

    | | | Sue Wagner | | Director since 2014 Nominating Committee (Chair) Audit Committee |

  51. Compensation of Directors

    Compensation of Directors Members of the Board who are not Apple employees (“Non-Employee Directors”) receive compensation for their service on the Board. As an Apple employee, Mr. Cook, our CEO, does not receive compensation for his service on the Board. The Compensation Committee annually reviews the total compensation of our Non-Employee Directors and each element of our Non-Employee Director compensation program. As part of this process, the Compensation Committee evaluates market data provided by its independent compensation consultant, Pay Governance LLC (“Pay Governance”), and makes a recommendation to the Board. The Board determines the form and amount of Non-Employee Director compensation after reviewing the Compensation Committee’s recommendation. The Apple Inc. Non-Employee Director Stock Plan (“Director Stock Plan”) provides for an annual limit of $1.5 million for all compensation paid to a Non-Employee Director.

  52. Director Compensation—2022

    Director Compensation—2022 The following table shows information regarding the compensation earned or paid during 2022 to Non-Employee Directors who served on the Board during the year. Mr. Cook’s compensation is shown in the table entitled “Summary Compensation Table—2022, 2021, and 2020” and the related tables under the section entitled “Executive Compensation.”

  53. Director Compensation—2022

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | James Bell | 100,000 | 274,941 | 8,773 | 383,714 | | Al Gore | 100,000 | 274,941 | 7,405 | 382,346 | | Alex Gorsky | 100,000 | 348,235 | 4,950 | 453,185 | | Andrea Jung | 130,000 | 274,941 | 4,568 | 409,509 | | Art Levinson | 275,000 | 274,941 | 12,517 | 562,458 | | Monica Lozano | 100,000(3) | 274,941 | 1,533 | 376,474 | | Ron Sugar | 135,000 | 274,941 | 14,006 | 423,947 | | Sue Wagner | 125,000 | 274,941 | 5,477 | 405,418 | | (1) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to Non-Employee Directors during 2022, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value for RSUs is measured based on the closing price of Apple’s common stock on the date of grant. Mr. Gorsky received a pro-rated Initial Director Award of 486 RSUs on November 9, 2021, the effective date of his appointment to the Board, with a grant date fair value for each RSU of $150.81, which vested on February 1, 2022. Each Non-Employee Director serving on March 4, 2022, received an Annual Director Award of 1,685 RSUs with a grant date fair value for each RSU of $163.17. Each Non-Employee Director serving on the Board as of September 24, 2022, held 1,685 unvested RSUs. (2) The amounts shown reflect the value of one or more products received under the Board’s equipment program during the fiscal year. The amounts also include matching charitable contributions under Apple’s matching gifts program for Dr. Sugar of $10,000. (3) Ms. Lozano participated in the Deferred Compensation Plan and deferred $37,500 of her 2022 annual cash retainer. The Deferred Compensation Plan does not provide for above-market or preferential earnings. | | | | |

  54. Director Compensation—2022

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 39 |

  55. Director Compensation—2022

    | Executive Officers |

  56. Director Compensation—2022

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 40 |

  57. Shareholder Engagement

    | What We Heard | Actions Taken in Response | | Request for more disclosure on Mr. Cook’s compensation and incorporation of ESG into our annual cash incentive program. | Additional detail has been provided in this CD&A about Mr. Cook’s compensation and the Compensation Committee’s decision-making process. | | Concern over the amount of Mr. Cook’s total target compensation as a result of the size of his 2021 and 2022 equity awards, and preference for reduced equity award values for future grants if equity awards will be granted annually. | Mr. Cook’s 2023 target total compensation is $49 million, a reduction of over 40% from his 2022 target total compensation. The Compensation Committee also intends to position Mr. Cook’s annual target compensation between the 80th and 90th percentiles relative to our primary peer group for future years. | | Preference for a higher percentage of Mr. Cook’s equity award to be performance-based. | The percentage of performance-based RSUs granted to Mr. Cook was increased from 50% to 75% of his 2023 target equity award and the percentage of his performance-based RSUs will be at least 75% for future years. | | Preference for pro rata vesting of equity awards upon a termination of employment due to retirement. | The 2023 time-based RSUs granted to Mr. Cook provide for pro-rata vesting if he retires and the Compensation Committee intends to maintain this structure for future years. |

  58. Peer Groups

    Peer Groups The Compensation Committee reviews and approves the composition of a primary and a secondary peer group each year to serve as market reference points for compensation comparison purposes. The Compensation Committee reviews compensation practices and program design at peer companies with their independent compensation consultant to inform their decision-making process and to set total compensation levels that it believes are competitive and commensurate with Apple’s relative size, scope, performance, and profitability. Apple remains significantly larger than other companies and the Compensation Committee generally does not set compensation components to meet specific benchmarks as compared to peer companies, such as targeting salaries. However, as noted above, the Compensation Committee intends to set the total target compensation for Mr. Cook between the 80th and 90th percentiles of CEO pay at companies in our primary peer group in future years. Our primary peer group consists of large U.S.-based, stand-alone, publicly traded companies in the technology, media, and internet services industries that, in the Compensation Committee’s view, compete with Apple for talent. The threshold revenue and market capitalization requirements for a company to be considered for the primary peer group for 2022 were $15 billion and $100 billion, respectively. Based on the above criteria, the Compensation Committee added Salesforce, Inc. to the primary peer group for 2022. The 2022 primary group includes Alphabet, Amazon, AT&T, Charter Communications, Cisco, Comcast, Disney, IBM, Intel, Meta, Microsoft, Netflix, Oracle, Qualcomm, Salesforce, Verizon, and Visa. Revenue shown is based on the trailing 12 months revenue for Apple and each of our primary peers ending closest to our 2022 fiscal year-end. Market capitalization for our primary peers is the amount provided by Bloomberg L.P. as of September 23, 2022, the last trading day of 2022. A secondary peer group of companies that have iconic brands or are industry or category leaders, rely on significant research and development, and innovation for growth, and require highly-skilled employees has been developed as an additional reference set, primarily to benchmark pay practices. Based on these criteria, Boeing was removed and AbbVie was added to the secondary peer group for 2022. The 2022 secondary peer group includes 3M, AbbVie, American Express, General Electric, Johnson & Johnson, PepsiCo, Procter & Gamble, Tesla, and UnitedHealth Group.

  59. Peer Groups

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 46 |

  60. Summary of CEO Compensation

    Summary of CEO Compensation With input from the Board and the Compensation Committee’s independent compensation consultant, the Compensation Committee makes CEO compensation decisions prior to the start of each fiscal year. In determining the appropriate amount of each compensation component for 2022, the Compensation Committee discussed numerous factors with the Board and its independent compensation consultant, including Mr. Cook’s outstanding leadership, the immense scope and complexity of his role as Apple’s CEO, the Board’s confidence in his long-term strategic decisions, the Company’s exceptional financial results delivered during 2021, shareholder feedback, and the value of his prior equity awards as compared to the value of his current outstanding equity awards. Balancing shareholder feedback, a desire to continue to create meaningful performance and retention incentives, and Mr. Cook’s support for changes to his compensation to reflect the feedback received, the Compensation Committee maintained the cash components of Mr. Cook’s 2023 compensation and reduced his target equity award grant value.

  61. Annual Cash Incentive: $6 million

    Annual Cash Incentive: $6 million Mr. Cook’s target annual cash incentive opportunity remained at 200% of his base salary

  62. Equity Award Value: $75 million Award Mix: 50/50

    Equity Award Value: $75 million Award Mix: 50/50 Mr. Cook was granted an equity award with 50% performance-based vesting and 50% time-based vesting 2023 Total Target Compensation: $49 million

  63. Annual Cash Incentive: $6 million

    Annual Cash Incentive: $6 million No Change

  64. Equity Award Value: $40 million Award Mix: 75/25

    Equity Award Value: $40 million Award Mix: 75/25 Mr. Cook was granted an equity award with 75% performance-based vesting and 25% time-based vesting

  65. Alignment with Shareholder Value Creation

    Alignment with Shareholder Value Creation The majority of Mr. Cook’s compensation has been delivered through long-term equity awards since his promotion to CEO in 2011. The equity awards he has received over time align with Apple’s growth and success and the tremendous value delivered to our shareholders under his leadership. As of the end of 2022, Apple’s Relative TSR increased approximately 1,212% during Mr. Cook’s tenure as CEO, significantly outpacing the S&P 500 which increased approximately 290% over the same time period, and Apple’s market capitalization grew by more than $2 trillion.

  66. CEO Equity Award Decisions

    CEO Equity Award Decisions The design of Mr. Cook’s first RSU award as CEO (the “2011 Award”) demonstrated the full support of Apple’s Board for his long-term leadership. The 2011 Award had a unique 10-year structure that the Compensation Committee determined was appropriate for the first phase of Mr. Cook’s tenure as CEO. At Mr. Cook’s request and in response to shareholder feedback, the 2011 Award was subsequently modified in 2013 to include performance conditions. As the final vesting tranches of the 2011 Award approached, the Compensation Committee evaluated Mr. Cook’s equity compensation structure in light of current circumstances, including the rapid growth and unparalleled success that Apple had achieved under Mr. Cook’s leadership. The Compensation Committee considered the strong compensation structure and practices that had developed for our other named executive officers, and the differences that had developed between the structure of Mr. Cook’s long-term equity incentives and the long-term equity incentives awarded annually, since 2014, to our other named executive officers. These differences included different performance periods, vesting schedules and criteria, performance and time-based equity mix, and TSR measurements. Taking these factors into consideration, Mr. Cook was granted an equity award in 2021 for the first time since he was promoted to CEO. Following Apple’s record 2021 financial results, a second award, identical in size and structure, was granted for 2022. The 2021 and 2022 awards also were intended to better align Mr. Cook’s long-term equity incentives with the annual timing and structure of the equity awards granted to our other named executive officers but at a higher value commensurate with the scope and complexity of his role as Apple’s CEO. The Compensation Committee considered $75 million to be the appropriate grant value for each of the 2021 and 2022 awards, after taking into account the considerations noted above, as well as evaluating the competitive positioning of CEO compensation at our direct technology peers. These equity awards are intended to create a meaningful foundation of outstanding long-term equity incentives aligned with the long-term interests of our shareholders, and to be realized over multiple years, as Mr. Cook’s compensation structure transitions to include annual equity awards.

  67. CEO Equity Award Decisions

    | 2023 and Future Equity Award Decisions | | Following the 2022 Say on Pay advisory vote, subsequent shareholder engagements, and discussions with Mr. Cook, the Compensation Committee approved an equity award for Mr. Cook for 2023, including the changes below, that they believe is responsive to shareholder feedback while continuing to align pay with performance and shareholder interests, and to recognize Mr. Cook’s outstanding leadership: • The total target grant value of Mr. Cook’s 2023 equity award is $40 million; • Taking into consideration Apple’s comparative size, scope, and performance, the Compensation Committee also intends to position Mr. Cook’s annual target compensation between the 80th and 90th percentiles relative to our primary peer group for future years; • The percentage of performance-based RSUs granted to Mr. Cook was increased from 50% to 75% of his 2023 target equity award and the percentage of his performance-based RSUs will be at least 75% for future years; and • The time-based RSUs awarded to Mr. Cook for 2023 provide for pro-rata instead of full vesting in the event of retirement during the term of the award. The Compensation Committee intends to maintain this same structure for future years. |

  68. CEO Equity Award Decisions

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 48 |

  69. Annual incentive: $2 million

    Annual incentive: $2 million Our named executive officers’ target annual cash incentive opportunity for 2022 remained unchanged at 200% of their base salary.

  70. Equity Award Value: $20 million Award Mix: 50/50

    Equity Award Value: $20 million Award Mix: 50/50 Our named executive officers were granted a balanced equity award with 50% of the equity award with performance-based vesting and 50% with time-based vesting to encourage long-term performance, retention, and align with shareholders’ interests. Additional details regarding our named executive officers’ 2022 compensation can be found below in the sections entitled “2022 Annual Cash Incentive Financial Performance Measures and Payout Opportunities” and “2022 Long-Term Equity Awards and Results.”

  71. Equity Award Value: $20 million Award Mix: 50/50

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 49 |

  72. Emphasis on Long-Term Equity Awards

    Emphasis on Long-Term Equity Awards We emphasize long-term performance, retention, and alignment between the interests of our named executive officers and those of our shareholders by significantly weighting our named executive officers’ compensation towards long-term equity awards. Performance-based RSUs reward long-term outperformance relative to other companies. Time-based RSUs also are an important component of long-term equity awards because they balance performance with stability and retention of an exceptional leadership team.

  73. 2022 Annual Cash Incentive Financial Performance Measures and Payout Opportunities

    2022 Annual Cash Incentive Financial Performance Measures and Payout Opportunities As in prior years, the Compensation Committee chose net sales and operating income, calculated in accordance with generally accepted accounting principles, as the financial performance measures for the 2022 annual cash incentive program. Net sales and operating income continue to reflect commonly recognized key measures of overall company performance and profitability and are drivers of shareholder value creation. Payouts for our named executive officers under the annual cash incentive program are first determined quantitatively based on an equal weighting of the net sales and operating income performance measures. The target payout opportunity for each of the net sales and operating income performance measures is 100% of annual base salary for our named executive officers. If the threshold performance level is reached for a financial performance measure, the total payout opportunity for that financial performance measure is 50% of the target payout opportunity. If the maximum performance level is reached for a financial performance measure,

  74. 2022 Annual Cash Incentive Financial Performance Measures and Payout Opportunities

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 50 |

  75. 2022 Annual Cash Incentive Financial Performance Measures and Payout Opportunities

    the total payout opportunity for that financial performance measure is capped at 200% of the target payout opportunity. If the threshold goal is not achieved for a financial performance measure, there is no payout for that financial performance measure. Payouts for our named executive officers are linearly interpolated for achievement between threshold, target, and maximum performance goal levels. The Compensation Committee considers factors relevant to the current fiscal year when it sets the financial goals for the annual cash incentive awards. Financial results from prior years may be used as a reference point, but the annual goals are set to align pay with performance that reflects strong financial results for the current fiscal year. To set financial performance measures under the annual cash incentive program for 2022, the Compensation Committee considered the likelihood of a range of business scenarios that could impact net sales and operating income results for the year. These scenarios took into consideration an increasingly complex macroeconomic and socio-political environment and the continuing effects of the prolonged uncertainty caused by the COVID-19 pandemic on global business conditions. The Compensation Committee recognized that sustaining the same level of net sales and operating income achieved during the prior fiscal year under current business conditions would be difficult and would require significant effort by Apple’s named executive officers. To create payout opportunities that required a sustained level of high performance year-over-year, the Compensation Committee set the target net sales and maximum net sales and operating income goals at levels that required year-over-year growth representing strong financial performance and the threshold net sales and operating income goals at levels deserving of minimum payouts.

  76. 2022 Financial Performance Goals and Results

    2022 Financial Performance Goals and Results For 2022, we reported net sales of $394.3 billion and operating income of $119.4 billion, representing a year-over-year increase of $28.5 billion and $10.5 billion respectively. These achievements resulted in a maximum payout opportunity for each of the financial performance measures.

  77. Annual Assessment of Apple Values and Key Community Initiatives

    Annual Assessment of Apple Values and Key Community Initiatives We included a modifier in the annual cash incentive program beginning in 2021 as a measure to evaluate the actions taken during the year to advance our Apple values and key community initiatives. Apple values and key community initiatives were chosen because they reflect our long-standing commitment to incorporate values-driven leadership and responded to shareholder feedback encouraging us to incorporate business-relevant environmental, social, and governance principles into our executive compensation program. After the Compensation Committee determines the payout opportunity based on our financial performance measures, the Compensation Committee may choose to adjust the named executive officers’ payout opportunity upwards or downwards by up to 10% or determine not to make any adjustments. However, the Compensation Committee set an overall cap on annual cash incentive payouts of 200% of the total target payout opportunity for each named executive officer and will not increase a payout above that cap, regardless of the results of its assessment. For 2022, the Compensation Committee reviewed an extensive scorecard for each Apple value and key community initiative to inform its overall assessment. Each scorecard included the long-term vision, 2022 areas of focus, highlights, including qualitative and quantitative data to measure progress, areas of opportunity, and management’s assessment of our overall progress to advance each value and key community initiative.

  78. Key Community Initiatives

    | Scorecard Focus: | Racial Justice and Equity Initiative (REJI): Addressing systemic barriers to opportunity for communities of color through REJI | | Select Highlights: | • Additional $55M committed to REJI, including expansion to Australia and the U.K. • Deployed $25M to 26 community financial institutions to expand access to capital for communities of color in historically underserved markets across the U.S. | | Scorecard Focus: | Community Investments: supporting strong communities through investments and employee giving | | Select Highlights: | • Donations in support of humanitarian efforts to help people impacted by crises and through the Strengthen Local Communities program to support over 100 nonprofits around the world addressing critical needs • Since its inception, Apple’s Employee Giving Program raised over $880M for almost 44,000 organizations globally |

  79. 2022 Annual Cash Incentive Payouts

    2022 Annual Cash Incentive Payouts Our 2022 net sales and operating income results exceeded the maximum financial goals resulting in a maximum payout opportunity. The Compensation Committee awarded cash incentive payouts equal to 200% of the total target payout opportunity to each of our named executive officers. The Compensation Committee did not modify the payout based on its assessment of the actions taken to advance our Apple values and key community initiatives in 2022.

  80. 2022 Annual Cash Incentive Payouts

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  81. 2022 Long-Term Equity Awards and Results

    2022 Long-Term Equity Awards and Results Each named executive officer was granted a long-term equity award on September 26, 2021 with 50% performance-based and 50% time-based RSUs. When setting the value of equity awards for our named executive officers, the Compensation Committee considers the size and performance of Apple relative to peer companies, and the scope of our named executive officers’ roles.

  82. 2022 Time-Based RSUs

    2022 Time-Based RSUs Equity awards with time-based vesting align the interests of our named executive officers with the interests of our shareholders by promoting the stability and retention of a high-performing executive team over the longer term. Vesting schedules for time-based RSUs are generally longer than our peer companies. Time-based RSUs granted to our named executive officers on September 26, 2021 will vest in three equal annual installments over approximately four and one-half years, commencing on April 1, 2024 (approximately two and one-half years following the grant date), subject to the award agreements. The number of time-based RSUs granted to Mr. Cook was determined by dividing $37.5 million by the closing stock price on the date of grant. The number of time-based RSUs granted to Ms. Adams, Mr. Maestri, Ms. O’Brien, and Mr. Williams was determined by dividing $10 million by the closing stock price on the date of grant. The grant date fair value for these RSUs is reported in the “Summary Compensation Table—2022, 2021, and 2020.”

  83. 2022 Performance-Based RSUs

    2022 Performance-Based RSUs The Compensation Committee chose Relative TSR as the metric for performance-based RSUs with the S&P 500 as the comparative group because it continues to be an objective and meaningful metric to evaluate our performance against the performance of other large companies and aligns the interests of our named executive officers with the interests of our shareholders in creating long-term value. Performance-based RSUs are a substantial, at-risk component of our named executive officers’ compensation tied to Apple’s long-term performance. The number of performance-based RSUs that vest, if any, depends entirely on Relative TSR for the applicable performance period. To earn the target number of performance-based RSUs, Apple must achieve above-median performance at the 55th percentile of the S&P 500. We measure Relative TSR for the applicable performance period based on the change in each company’s stock price during that period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. We use a 20-trading-day averaging period to determine the beginning and ending stock price to calculate the TSR of Apple and the other companies in the S&P 500. This averaging period mitigates the impact on the long-term Relative TSR results of one-day or short-term stock price fluctuations at the beginning or end of the performance period. For each company, the change in stock price from the beginning to the end of the performance period is divided by the beginning stock price to determine TSR. The performance-based RSUs granted on September 26, 2021 have a three-fiscal-year performance period from the beginning of 2022 through the end of 2024. Subject to the terms of the award agreements, between zero and 200% of the target number of performance-based RSUs will vest on October 1, 2024, depending on Apple’s Relative TSR percentile ranking for the performance period, as follows:

  84. 2022 Performance-Based RSUs

    | Relative TSR Percentile v. S&P 500 Companies | Performance-Based RSUs Vesting as a Percentage of Target | | 85th Percentile or above | 200% | | 55th Percentile | 100% | | 25th Percentile | 25% | | Below 25th | 0% |

  85. 2022 Performance-Based RSUs

    If Apple’s TSR for the performance period is negative, the number of performance-based RSUs that vest will be capped at 100% of the target regardless of our percentile ranking. If Apple’s Relative TSR percentile ranking is above the 25th percentile and between the other levels shown in the table above, the portion of the performance-based RSUs that vest will be linearly interpolated between the two nearest vesting percentages.

  86. 2022 Performance-Based RSUs

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  87. 2022 Performance-Based RSUs

    The target number of performance-based RSUs granted to Mr. Cook was determined by dividing $37.5 million by the closing stock price on the date of grant. The target number of performance-based RSUs granted to Ms. Adams, Mr. Maestri, Ms. O’Brien, and Mr. Williams was determined by dividing $10 million by the closing stock price on the date of grant. The grant date fair values of these RSUs are reported in the “Summary Compensation Table—2022, 2021, and 2020.”

  88. Dividend Equivalents

    Dividend Equivalents All equity awards granted to our employees in 2022 have dividend equivalent rights. The dividend equivalents will only pay out if the time-based vesting and performance-based vesting conditions have been met for the underlying RSUs.

  89. Performance-Based RSU 2022 Results

    Performance-Based RSU 2022 Results During 2022, Ms. Adams, Mr. Maestri, and Mr. Williams each vested in performance-based RSUs that were granted on September 30, 2018. Between zero and 200% of the target number of these performance-based RSUs were scheduled to vest based on Apple’s Relative TSR percentile ranking for the applicable performance period, with a maximum 200% vesting for performance at or above the 85th percentile. For the three-year performance period from the beginning of 2018 through the end of 2021, Ms. Adams, Mr. Maestri, and Mr. Williams each vested in 354,392 performance-based RSUs, representing 200% of the target number of performance-based RSUs. Apple’s Relative TSR was at the 96th percentile of the companies that were included in the S&P 500, and Apple’s TSR during this period was 178.96%.

  90. Performance-Based RSU 2022 Results

    | | Relative TSR Percentile Ranking for Three-Year Performance Period | TSR Results for Three-Year Performance Period | | Apple | 96th Percentile | 178.96% | | S&P 500 Companies | 85th Percentile | 119.08% | | | 55th Percentile | 52.06% | | | 25th Percentile | 13.20% | | | Below 25th | <13.20% |

  91. Performance-Based RSU 2022 Results

    During 2022, Ms. O’Brien vested in performance-based RSUs granted in connection with her promotion on February 5, 2019. Between zero and 200% of the target number of these performance-based RSUs were scheduled to vest based on Apple’s Relative TSR percentile ranking for the applicable performance period, with a maximum 200% vesting for performance at or above the 85th percentile. For the performance period from February 5, 2019 through the end of 2021, Ms. O’Brien vested in 191,376 performance-based RSUs, representing 200% of the target number of performance-based RSUs. Apple’s Relative TSR was at the 99th percentile of the companies that were included in the S&P 500, and Apple’s TSR during this period was 255.92%.

  92. Performance-Based RSU 2022 Results

    | | Relative TSR Percentile Ranking for Three-Year Performance Period | TSR Results for Three-Year Performance Period | | Apple | 99th Percentile | 255.92% | | S&P 500 Companies | 85th Percentile | 109.76% | | | 55th Percentile | 48.26% | | | 25th Percentile | 14.58% | | | Below 25th | <14.58% |

  93. Performance-Based RSU 2022 Results

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  94. Compensation Upon Termination of Employment

    Compensation Upon Termination of Employment Our named executive officers do not have employment contracts or severance arrangements and are not entitled to acceleration of their equity awards or any other payments upon a change in control. The time-based RSU award agreements for all of our employees, other than Mr. Cook, provide for full vesting upon a termination due to death and pro-rata vesting upon a termination due to disability. The performance-based RSU award agreements for our named executive officers, other than Mr. Cook, provide for pro-rata vesting upon a termination due to death or disability. The Compensation Committee approved a retirement vesting provision in Mr. Cook’s RSU award agreements to recognize the unique impact of his leadership decisions on the long-term growth and success of Apple. The RSU award agreements for Mr. Cook’s RSUs granted in 2021, 2022, and 2023 include the retirement vesting provision which applies if he terminates employment due to retirement on or after the first anniversary of the applicable equity award grant date. Retirement is defined as a termination of employment after reaching at least 60 years of age and at least 10 years of service with Apple. Mr. Cook now meets the age and service requirements. Unless otherwise determined by the Compensation Committee, Mr. Cook’s 2021 and 2022 time-based RSU award agreements provide for accelerated vesting of any unvested time-based RSUs in full upon a termination of employment due to death, and a continued right to receive the full number of unvested shares underlying the time-based RSUs on the original vesting dates upon a termination of employment due to disability or retirement if retirement occurs on or after the first anniversary of the grant date. Unless otherwise determined by the Compensation Committee, Mr. Cook’s 2021, 2022, and 2023 performance-based RSU agreements provide for a continued right to receive the full number of earned shares underlying the performance-based RSUs on the original vesting dates upon a termination due to death, disability, or termination of employment due to retirement, if retirement occurs on or after the first anniversary of the grant date. If Mr. Cook retires on or after the first anniversary of the grant date, the shares underlying his RSU award will be released on the original vesting dates, subject to the attainment of the performance goals for the performance-based RSUs. The delivery of the vested shares underlying Mr. Cook’s 2021 and 2022 RSU awards and any dividend equivalents that have accrued on such RSUs are not accelerated upon retirement. During shareholder outreach and engagement, shareholders expressed a desire to better understand the Compensation Committee’s rationale for including a retirement vesting provision in Mr. Cook’s RSU award agreements. The Compensation Committee included the retirement vesting provision for several reasons. First, this is a common provision in equity awards for CEOs

  95. Compensation Upon Termination of Employment

    and long-tenured executives to maintain focus on long-term decision-making and to ensure successful leadership transitions occur at the appropriate time without regard to short-term business conditions or significant outstanding equity award values. Second, the Compensation Committee recognized the growth and success Apple has enjoyed for more than a decade with Mr. Cook as CEO, and understands that the effects of his leadership will influence the direction of the Company for many years to come. Therefore, aligned with the philosophy of managing Apple for the long term, the Compensation Committee created an incentive and reward for Mr. Cook to encourage him to drive towards continued success without regard to when he may choose to retire. Nonetheless, the Compensation Committee considered shareholder feedback provided in recent engagements that the primary purpose of time-based RSUs should be retention. Thus, starting in 2023, the time-based RSUs granted to Mr. Cook will only vest pro rata upon a termination of employment due to retirement on or after the first anniversary of the grant date, subject to the terms of the award agreement. The pro rata vesting is determined based on Mr. Cook’s dates of employment during the vesting period and the shares underlying the vested RSUs and accrued dividend equivalents will continue to be released on the original vesting dates, unless otherwise set forth in the award agreement.

  96. Compensation Clawback

    Compensation Clawback The terms of all outstanding RSU awards held by our named executive officers allow us to recoup any shares or other amount that may be paid in respect of RSUs in the event the named executive officer engages in certain acts of misconduct. The compensation recoupment policy also applies to the annual cash incentives awarded to our named executive officers. Apple may recover compensation in the event a named executive officer commits a felony while employed by Apple or, while employed by Apple or at any time thereafter, a named executive officer engages in a breach of confidentiality; materially breaches any agreement with Apple; commits an act of theft, embezzlement or fraud; or if Apple is required to prepare an accounting restatement as a result of the named executive officer’s misconduct.

  97. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Compensation Committee selects and retains the services of its own independent compensation consultant and annually reviews the consultant’s performance. As part of the review process, the Compensation Committee considers the independence of the consultant in accordance with SEC and Nasdaq rules. During 2022, the Compensation Committee’s independent compensation consultant, Pay Governance, provided no services to Apple other than services for the Compensation Committee, and worked with Apple’s management, as directed by the Compensation Committee, only on matters for which the Compensation Committee is responsible. At the Compensation Committee’s request, Pay Governance regularly attends Compensation Committee meetings. Pay Governance also communicates with the Compensation Committee or the Chair of the Compensation Committee outside committee meetings regarding matters related to the Compensation Committee’s responsibilities. In 2022, the Compensation Committee generally sought input from Pay Governance on a range of external market factors related to Apple’s compensation programs; CEO pay; shareholder engagement and feedback; environmental, social, and governance performance metrics; compensation program design; evolving compensation trends; appropriate market reference points; and market compensation data. Pay Governance also provided input regarding the amount and form of compensation for our CEO and other named executive officers.

  98. Executive Compensation Policies and Practices

    | Prohibition on hedging, pledging, and short sales | We prohibit short sales, transactions in derivatives, hedging, and pledging of Apple securities by our named executive officers. | | Stock ownership guidelines | We have robust stock ownership guidelines for our named executive officers, including a 10 times annual base salary requirement for our CEO. | | Compensation clawback policy | Our compensation clawback policy allows us to recover annual cash incentives, equity awards, or other amounts that may be paid in respect of awards in the event of certain events, including if there were acts of misconduct by our named executive officers. | | No repricing | We do not allow repricing of stock options without shareholder approval. | | No change of control payments | We do not provide change of control payments or gross-ups of related excise taxes. | | Vesting requirements for dividend equivalents | Dividend equivalents will not be paid unless the vesting and performance conditions for the underlying equity award are met. | | At-will employment | We employ our named executive officers at-will; our named executive officers do not have employment contracts. | | No pension or other supplemental benefits | We do not provide pension or supplemental executive health or insurance benefits. | | No significant perquisites | We do not provide significant perquisites to our named executive officers. For security and efficiency purposes, Mr. Cook is provided personal security services and is required by the Board to use private aircraft for all business and personal travel. | | Annual compensation risk assessment | The Compensation Committee oversees an annual risk assessment of our compensation program. | | Independent compensation consultant | The Compensation Committee directly retains an independent compensation consultant that performs no services for Apple other than services for the Compensation Committee. |

  99. Summary Compensation Table—2022, 2021, and 2020

    Summary Compensation Table—2022, 2021, and 2020 The following table, footnotes, and related narrative show information regarding the total compensation of each named executive officer for 2022, 2021, and 2020.

  100. Summary Compensation Table—2022, 2021, and 2020

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Tim Cook Chief Executive Officer | 2022 | 3,000,000 | — | 82,994,164 | 12,000,000 | 1,425,933(3) | 99,420,097 | | | 2021 | 3,000,000 | — | 82,347,835 | 12,000,000 | 1,386,559 | 98,734,394 | | | 2020 | 3,000,000 | — | — | 10,731,000 | 1,038,259 | 14,769,259 | | Luca Maestri Senior Vice President, Chief Financial Officer | 2022 | 1,000,000 | — | 22,132,015 | 4,000,000 | 19,783(4) | 27,151,798 | | | 2021 | 1,000,000 | — | 21,959,620 | 4,000,000 | 18,883 | 26,978,503 | | | 2020 | 1,000,000 | — | 21,657,687 | 3,577,000 | 18,583 | 26,253,270 | | Kate Adams Senior Vice President, General Counsel and Secretary | 2022 | 1,000,000 | — | 22,132,015 | 4,000,000 | 15,208(5) | 27,147,223 | | | 2021 | 1,000,000 | — | 21,959,620 | 4,000,000 | 14,533 | 26,974,153 | | | 2020 | 1,000,000 | — | 21,657,687 | 3,577,000 | 14,310 | 26,248,997 | | Deirdre O’Brien Senior Vice President, Retail + People | 2022 | 1,000,000 | — | 22,132,015 | 4,000,000 | 19,783(6) | 27,151,798 | | | 2021 | 1,000,000 | — | 21,959,620 | 4,000,000 | 61,191 | 27,020,811 | | | 2020 | 1,000,000 | — | 21,657,687 | 3,577,000 | 37,684 | 26,272,371 | | Jeff Williams Chief Operating Officer | 2022 | 1,000,000 | — | 22,132,015 | 4,000,000 | 18,337(7) | 27,150,352 | | | 2021 | 1,000,000 | — | 21,959,620 | 4,000,000 | 17,437 | 26,977,057 | | | 2020 | 1,000,000 | — | 21,657,687 | 3,577,000 | 17,137 | 26,251,824 | | (1) The grant date fair value for time-based RSUs is measured in accordance with FASB ASC 718 and based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, as determined under FASB ASC 718 based on the probable outcome of the performance condition as of the grant date. The grant date fair value for each award may differ based on the applicable data, assumptions, and estimates used in the model. See footnote 1 to the table entitled “Grants of Plan-Based Awards—2022.” (2) As described under “Executive Compensation—Compensation Discussion and Analysis,” the named executive officers’ annual cash incentives are based on the performance of Apple relative to predetermined financial goals for the year and the performance of the individual named executive officer. The threshold, target, and maximum payout amounts for each named executive officer’s 2022 annual cash incentive opportunity are shown in the table entitled “Grants of Plan-Based Awards—2022.” In 2022, Apple’s performance exceeded the maximum performance goals for both net sales and operating income, resulting in a total payout of 200% of the total target payout opportunity for each named executive officer, which represents the maximum amount payable under the annual cash incentive plan. Upon review and discussion with management of the significant actions taken and progress achieved across each of our values and key community initiatives during 2022, the Compensation Committee did not adjust the payout opportunities and awarded annual cash incentive payouts equal to 200% of the target payout opportunity for each of our named executive officers. | | | | | | | |

  101. Summary Compensation Table—2022, 2021, and 2020

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  102. Summary Compensation Table—2022, 2021, and 2020

    | (3) This amount represents: (i) Apple’s contributions to Mr. Cook’s account under the 401(k) plan in the amount of $18,300; (ii) term life insurance premiums paid by Apple in the amount of $2,964; (iii) vacation cash-out in the amount of $46,154; (iv) security expenses in the amount of $591,196, which represents the incremental cost to Apple for personal security services provided to Mr. Cook as determined by allocating both direct costs and a percentage of fixed costs incurred by Apple and used to provide such personal security services; and (v) personal air travel expenses in the amount of $767,319, which represent the incremental cost to Apple for Mr. Cook’s personal use of private aircraft based on hourly flight charges and other variable costs incurred by Apple for such use, including variable fuel charges, departure fees, and landing fees. For security and efficiency reasons, the Board requires Mr. Cook to use private aircraft for all business and personal travel. (4) This amount represents: (i) Apple’s contributions to Mr. Maestri’s account under the 401(k) plan in the amount of $18,300; and (ii) term life insurance premiums paid by Apple in the amount of $1,483. (5) This amount represents: (i) Apple’s contributions to Ms. Adams’ account under the 401(k) plan in the amount of $13,725; and (ii) term life insurance premiums paid by Apple in the amount of $1,483. (6) This amount represents: (i) Apple’s contributions to Ms. O’Brien’s account under the 401(k) plan in the amount of $18,300; and (ii) term life insurance premiums paid by Apple in the amount of $1,483. (7) This amount represents: (i) Apple’s contributions to Mr. Williams’ account under the 401(k) plan in the amount of $18,300; and (ii) term life insurance premiums paid by Apple in the amount of $37. |

  103. Summary Compensation Table—2022, 2021, and 2020

    The amounts in the salary, bonus, and non-equity incentive plan compensation columns of the “Summary Compensation Table—2022, 2021, and 2020” reflect actual amounts earned in the relevant years, while the amounts in the stock awards’ column reflect accounting values determined as of the date of grant. The tables entitled “Outstanding Equity Awards—2022” and “Stock Vested—2022” provide further information on the named executive officers’ potential realizable value and actual value realized with respect to their equity awards. The “Summary Compensation Table—2022, 2021, and 2020” should be read in conjunction with the Compensation Discussion and Analysis and the subsequent tables and narrative descriptions.

  104. Summary Compensation Table—2022, 2021, and 2020

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  105. Grants of Plan-Based Awards—2022

    Grants of Plan-Based Awards—2022 The following table shows information regarding the incentive awards granted to the named executive officers for 2022.

  106. Grants of Plan-Based Awards—2022

    | Name (a) | Award Type | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(i) | Grant Date Fair Value of Stock and Option Awards(1) ($)(j) | | | | | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | | | | Tim Cook | Cash Incentive | — | 3,000,000 | 6,000,000 | 12,000,000 | — | — | — | — | — | | | Performance- based RSUs | 9/26/2021 | — | — | — | 63,810 | 255,241 | 510,482 | — | 45,494,156 | | | Time- based RSUs | 9/26/2021 | — | — | — | — | — | — | 255,241 | 37,500,008 | | Luca Maestri | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance- based RSUs | 9/26/2021 | — | — | — | 17,016 | 68,065 | 136,130 | — | 12,131,906 | | | Time- based RSUs | 9/26/2021 | — | — | — | — | — | — | 68,065 | 10,000,110 | | Kate Adams | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance- based RSUs | 9/26/2021 | — | — | — | 17,016 | 68,065 | 136,130 | — | 12,131,906 | | | Time- based RSUs | 9/26/2021 | — | — | — | — | — | — | 68,065 | 10,000,110 | | Deirdre O’Brien | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance- based RSUs | 9/26/2021 | — | — | — | 17,016 | 68,065 | 136,130 | — | 12,131,906 | | | Time- based RSUs | 9/26/2021 | — | — | — | — | — | — | 68,065 | 10,000,110 | | Jeff Williams | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance- based RSUs | 9/26/2021 | — | — | — | 17,016 | 68,065 | 136,130 | — | 12,131,906 | | | Time- based RSUs | 9/26/2021 | — | — | — | — | — | — | 68,065 | 10,000,110 | | (1) The grant date fair value for time-based RSUs is calculated in accordance with FASB ASC 718 based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, determined under FASB ASC 718, incorporating the following assumptions: | | | | | | | | | | |

  107. Grants of Plan-Based Awards—2022

    | Grant Date | Performance Period End Date | Assumptions | | | | | | Expected Term (years) | Expected Volatility | Risk-Free Interest Rate | | 9/26/2021 | 9/28/2024 | 3.01 | 35.47% | 0.55% | | Apple used its historical stock prices as the basis for the volatility assumptions. The risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the time remaining in the performance period on the grant date. | | | | |

  108. Grants of Plan-Based Awards—2022

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  109. Outstanding Equity Awards—2022

    Outstanding Equity Awards—2022 The following table shows information regarding the outstanding equity awards held by each of the named executive officers as of September 24, 2022.

  110. Outstanding Equity Awards—2022

    | Name (a) | Grant Date (b) | Number of Shares or Units of Stock That Have Not Vested (#)(c) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($)(d) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(e) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($)(f) | | Tim Cook | 9/27/2020 | 333,987(2) | 50,241,664 | 333,987(2)(3) | 50,241,664 | | | 9/26/2021 | 255,241(4) | 38,395,904 | 255,241(3)(4) | 38,395,904 | | Luca Maestri | 9/30/2018 | 59,064(5) | 8,884,998 | — | — | | | 9/29/2019 | 121,864(6) | 18,332,002 | 182,800(3)(7) | 27,498,604 | | | 9/27/2020 | 89,064(2) | 13,397,898 | 89,064(2)(3) | 13,397,898 | | | 9/26/2021 | 68,065(4) | 10,239,018 | 68,065(3)(4) | 10,239,018 | | Kate Adams | 9/30/2018 | 59,064(5) | 8,884,998 | — | — | | | 9/29/2019 | 121,864(6) | 18,332,002 | 182,800(3)(7) | 27,498,604 | | | 9/27/2020 | 89,064(2) | 13,397,898 | 89,064(2)(3) | 13,397,898 | | | 9/26/2021 | 68,065(4) | 10,239,018 | 68,065(3)(4) | 10,239,018 | | Deirdre O’Brien | 9/30/2018 | 16,612(8) | 2,498,943 | — | — | | | 2/5/2019 | 31,896(9) | 4,798,115 | — | — | | | 9/29/2019 | 121,864(6) | 18,332,002 | 182,800(3)(7) | 27,498,604 | | | 9/27/2020 | 89,064(2) | 13,397,898 | 89,064(2)(3) | 13,397,898 | | | 9/26/2021 | 68,065(4) | 10,239,018 | 68,065(3)(4) | 10,239,018 | | Jeff Williams | 9/30/2018 | 59,064(5) | 8,884,998 | — | — | | | 9/29/2019 | 121,864(6) | 18,332,002 | 182,800(3)(7) | 27,498,604 | | | 9/27/2020 | 89,064(2) | 13,397,898 | 89,064(2)(3) | 13,397,898 | | | 9/26/2021 | 68,065(4) | 10,239,018 | 68,065(3)(4) | 10,239,018 | | (1) The dollar amounts shown in columns (d) and (f) are determined by multiplying the number of shares or units shown in column (c) or (e), as applicable, by $150.43, the closing price of Apple’s common stock on September 23, 2022, the last trading day of Apple’s fiscal year. (2) Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest or be released, as applicable, in three annual installments commencing on April 1, 2023. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest or be released, as applicable, on October 1, 2023, provided the applicable performance condition is satisfied. (3) The target number of performance-based RSUs is shown. As described under “Executive Compensation—Compensation Discussion and Analysis,” in each case, between 0% and 200% of the target number of performance-based RSUs may vest depending on Apple’s Relative TSR compared to the other companies in the S&P 500 over the relevant performance period. (4) Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest or be released, as applicable, in three annual installments commencing on April 1, 2024. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest or be released, as applicable, on October 1, 2024, provided the applicable performance condition is satisfied. (5) 59,064 RSUs subject to this award vested on April 1, 2022, and subject to the terms of the award agreement, the remaining 59,064 time-based RSUs are scheduled to vest on April 1, 2023, provided the officer continues to be employed with Apple through the applicable vesting date. | | | | | |

  111. Outstanding Equity Awards—2022

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 64 |

  112. Outstanding Equity Awards—2022

    | (6) 60,936 time-based RSUs subject to this award vested on April 1, 2022, and subject to the terms of the award agreement, the remainder of the RSUs are scheduled to vest in two annual installments of 60,932, commencing on April 1, 2023, provided the officer continues to be employed with Apple through the applicable vesting date. (7) 200% of the 182,800 target number of performance-based RSUs subject to this award (totaling 365,600 performance-based RSUs) vested on October 1, 2022, based on Apple’s Relative TSR compared to other companies in the S&P 500 over the relevant performance period. (8) 16,612 time-based RSUs subject to this award vested on October 15, 2022. (9) Subject to the terms of the award agreement, the remaining 31,896 time-based RSUs are scheduled to vest on August 5, 2023, provided the officer continues to be employed with Apple through the applicable vesting date. |

  113. Stock Vested—2022

    Stock Vested—2022 The following table shows information regarding the vesting during 2022 of RSUs previously granted to the named executive officers.

  114. Stock Vested—2022

    | Name (a) | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(b) | Value Realized on Vesting ($)(c)(1) | | Tim Cook | — | — | | Luca Maestri | 559,324 | 87,717,519 | | Kate Adams | 474,392 | 72,614,486 | | Deirdre O’Brien | 339,724 | 52,374,037 | | Jeff Williams | 559,324 | 87,717,519 | | (1) The dollar amounts shown in column (c) are determined by multiplying the number of shares acquired on vesting by the per-share closing price of Apple’s common stock on the vesting date, plus dividend equivalents attributable to such shares in the amount of $1,441,803 for each of Mr. Maestri and Mr. Williams; $1,143,267 for Ms. Adams; and $797,840 for Ms. O’Brien. | | |

  115. Stock Vested—2022

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 65 |

  116. Non-Qualified Deferred Compensation—2022

    Non-Qualified Deferred Compensation—2022 The following table shows information regarding the participation of our named executive officers in the Deferred Compensation Plan as of September 24, 2022.

  117. Non-Qualified Deferred Compensation—2022

    | Name (a) | Executive Contributions ($)(b)(1) | Apple Contributions ($)(c) | Aggregate Earnings ($)(d) | Aggregate Withdrawals/ Distributions ($)(e) | Aggregate Balance at September 24, 2022 ($)(f) | | Kate Adams | 3,600,000(2) | — | (996,075) | — | 4,203,162(3) | | (1) Mr. Cook, Mr. Maestri, Ms. O’Brien, and Mr. Williams did not participate in the Deferred Compensation Plan. (2) Reflects the portion of Ms. Adams’ annual cash incentive payout deferred and contributed to the Deferred Compensation Plan. The payout was reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table—2022, 2021, and 2020,” under 2021, the year it was earned. (3) The balance reflects $4,903,650 that was reported as compensation in the “Summary Compensation Table” in prior years. | | | | | |

  118. Description of Non-Qualified Deferred Compensation

    Description of Non-Qualified Deferred Compensation Our named executive officers and Non-Employee Directors are eligible to participate in the Deferred Compensation Plan. Deferred Compensation Plan participants may elect to defer up to 50% of their annual base salary and commissions and up to 90% of their eligible cash bonus, or up to 100% of their annual cash retainer in the case of Non-Employee Directors, by timely completing a deferral election form. Amounts deferred under the Deferred Compensation Plan, as adjusted for applicable earnings gains and losses and fees, are credited to an account in the participant’s name and remain fully vested at all times. Participants may select at any time from a diversified menu of notional investment options that generally mirror the investment options of Apple’s 401(k) plan, and the value of their Deferred Compensation Plan account balance may increase or decrease based on the performance of their selected investment options. In 2022, annual returns on the investment options available for the Deferred Compensation Plan generally ranged from -40.34% to 0.64%. Deferred Compensation Plan participants may elect to receive distributions of their deferred amounts either upon separation from service or as of a specified in-service distribution date. Distributions will be made in a lump sum payment unless the participant elects installment payments between two and 10 years. A Deferred Compensation Plan participant also may request to receive a hardship distribution on account of an eligible unforeseeable emergency. If a Deferred Compensation Plan participant dies before receiving a complete distribution of their account, the remaining account will be paid to their beneficiaries in a lump sum by December 31 of the year following the participant’s death.

  119. Description of Non-Qualified Deferred Compensation

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 66 |

  120. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control We do not have any cash severance arrangements with our named executive officers, and none of our named executive officers’ equity awards outstanding as of 2022 fiscal year-end provide for acceleration or a right to receive shares in connection with a change of control, or termination of employment for reasons other than death, disability, or for Mr. Cook, retirement. Retirement is defined as a termination of employment after reaching at least 60 years of age and at least 10 years of service with Apple.

  121. CEO Pay Ratio—2022

    CEO Pay Ratio—2022 We offer a wide range of benefits to our global employee population, and we are committed to paying our employees competitively and equitably based on their role. In 2022, we selected a new median employee due to changes in our employee compensation arrangements that we reasonably believed would result in a significant change in the pay ratio disclosure. We determined our median compensated employee by using base salary, bonuses, commissions, and grant date fair value of equity awards granted to employees in 2022 as our consistently applied compensation measure. We applied this measure to our global employee population as of September 24, 2022, the last day of our 2022 fiscal year, and annualized base salaries for permanent full-time and part-time employees that did not work the full year. We calculated the median compensated employee’s 2022 annual total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the table entitled “Summary Compensation Table–2022, 2021, and 2020.” The 2022 annual total compensation of our CEO was $99,420,097, the 2022 annual total compensation of our median compensated employee was $84,493, and the ratio of these amounts is 1,177 to 1. Thus, this pay ratio reflects a reasonable estimate consistent with SEC rules based on the methodology we described above. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.

  122. CEO Pay Ratio—2022

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 69 |

  123. CEO Pay Ratio—2022

    | Management Proposals |

  124. CEO Pay Ratio—2022

    | Proposal No. 1 – Election of Directors | 70 |

  125. CEO Pay Ratio—2022

    | Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm | 71 |

  126. CEO Pay Ratio—2022

    | Proposal No. 3 – Advisory Vote to Approve Executive Compensation | 73 |

  127. CEO Pay Ratio—2022

    | Proposal No. 4 – Advisory Vote on Frequency of Say on Pay Votes | 74 |

  128. CEO Pay Ratio—2022

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 70 |

  129. Proposal No. 1 Election of Directors

    Proposal No. 1 Election of Directors The Board has nominated directors James Bell, Tim Cook, Al Gore, Alex Gorsky, Andrea Jung, Art Levinson, Monica Lozano, Ron Sugar, and Sue Wagner to be elected to serve on our Board until the next annual meeting of shareholders and until their successors are duly elected and qualified. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s nine nominees. The term of any incumbent director who does not receive the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum, and has not earlier resigned, will end on the date that is the earlier of (a) 90 days after the date on which the voting results for the Annual Meeting are determined by the inspector of election, or (b) the date on which the Board selects a person to fill the office held by that director in accordance with Apple’s bylaws. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Each director elected at the Annual Meeting will be elected to serve a one-year term. If any nominee is unable to serve or for good cause will not serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. There are no family relationships among Apple’s executive officers and directors. For more information on the director nominees, please see the section entitled “Directors” beginning on page 27. The Board recommends that shareholders vote FOR each of the nominees. Vote Required Apple has implemented majority voting in uncontested elections of directors. Accordingly, Apple’s bylaws provide that in an uncontested election of directors the affirmative vote of (i) a majority of the shares present or represented by proxy and voting at the Annual Meeting and (ii) a majority of the shares required to constitute a quorum is required to elect a director.

  130. Proposal No. 1 Election of Directors

    | Summary | Governance | Directors | Compensation | Proposals | Other Information | 2023 Proxy Statement | 71 |