DEF 14A of Apple Inc., Jan 10, 2025

DEF 14A of Apple Inc.

Filed Jan 10, 2025 · FY20240001308179-25-000008

Open on EDGAR

  1. Directors

    Directors

  2. Directors

    | Board Composition and Refreshment | 26 | | Nominees for Election | 28 | | Compensation of Directors | 34 |

  3. Directors

    | 2025 Proxy Statement | 25 |

  4. Directors

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  5. Board Composition and Refreshment

    Board Composition and Refreshment

  6. 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 public policy, academic, research, nonprofit, and philanthropic institutions, and bring unique perspectives to the Board. The Board and the Nominating Committee believe the skills 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 interests of Apple’s shareholders. The Board considers its composition and refreshment in the context of Apple’s long-term strategic goals and seeks to thoughtfully manage the pace of change and refreshment of its members over time. In recent years, the Board added three new members, including Dr. Austin, who joined in 2024. Under the Board’s retirement policy, directors generally may not stand for re-election after attaining age 75. In consideration of the transition of the role of Chief Financial Officer from Luca Maestri to Kevan Parekh on January 1, 2025, significant recent refreshment in board composition, and the value of retaining directors who have developed deep insights into the Company during their tenure, the Board determined that it would be in the best interests of Apple and its shareholders to ask Ron Sugar, the Chair of the Audit Committee, to stand for re-election at the 2025 Annual Meeting, although he previously attained the age of 75. As Chair of the Audit Committee, Dr. Sugar has a significant technical and leadership role on the Board, which the Board took into consideration in its succession planning. Dr. Sugar also brings to the Board executive leadership experience as a former chairman and chief executive officer of a large international public company, financial expertise as a former chief financial officer, experience in worldwide operations, understanding of advanced technology, experience with government relations and public policy, and a global business perspective from his tenure at global companies and his service on other boards. Our Corporate Governance Guidelines 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 in 2024, the Nominating Committee determined that, in its view, no director currently has time commitments that would prevent them from properly discharging their duties as directors.

  7. Board Composition

    | 2025 Proxy Statement | 26 |

  8. Board Composition

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  9. Nominee Selection

    Nominee Selection 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. 63% of our nominees self-identify as women or members of an underrepresented group, and 50% of Board leadership positions are held by women. 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. 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. The Nominating Committee has evaluated and recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board.

  10. Nominee Selection

    | 2025 Proxy Statement | 27 |

  11. Nominee Selection

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  12. Nominees for Election

    Nominees for Election The following matrix highlights the mix of key skills 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 based on the current composition of the Board, 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 Nominating Committee assesses the directors’ mix of skills on an annual basis. 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 30.

  13. Environment and Climate

    | Art Levinson Chair of the Board Director since 2000 People and Compensation Committee | 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. Career Highlights Dr. Levinson, 74, 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. Other Public Company Boards: None | | Tim Cook Chief Executive Officer Director since 2011 | 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. Career Highlights Mr. Cook, 64, 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. Other Public Company Boards: Current: NIKE, Inc. |

  14. Environment and Climate

    | Wanda Austin Director since 2024 Audit Committee | Key Skills and Qualifications Wanda Austin brings to the Board executive leadership experience through her service as president and chief executive officer of a large research and development organization, significant expertise in advanced technology and innovation, experience with environment, cybersecurity, and public policy, and a global business perspective from her service on other boards. Career Highlights Dr. Austin, 70, is the retired President and Chief Executive Officer of The Aerospace Corporation, an independent, non-profit organization performing objective technical analyses and assessments for a variety of government, civil, and commercial customers, operating the only federally funded research and development center committed exclusively to the space enterprise. Dr. Austin served in this role from January 2008 until October 2016. Dr. Austin joined The Aerospace Corporation in 1979, serving in various positions of increasing responsibility. Dr. Austin is also a Member of the National Academy of Engineering and is a co-founder of MakingSpace, Inc., a leadership and science, technology, engineering, and mathematics (STEM) consulting firm. Dr. Austin was the Interim President of the University of Southern California from 2018 to 2019 and has served on the American Energy Innovation Council since 2017. Dr. Austin also served on the Defense Policy Board from 2017 to 2019, the President’s Council of Advisors on Science and Technology from 2015 to 2017, the Defense Science Board from 2009 to 2017, and the NASA Advisory Council from 2005 to 2007 and 2014 to 2016. Other Public Company Boards: Current: Amgen Inc.; Chevron Corporation Within Last Five Years: Virgin Galactic Holdings, Inc. | | Alex Gorsky Director since 2021 Nominating Committee People and Compensation Committee | 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. Career Highlights Mr. Gorsky, 64, is the retired Chief Executive Officer and Executive Chairman of Johnson & Johnson, a global healthcare products company. Mr. Gorsky served as Executive Chairman from January 2022 to January 2023, having previously served as CEO from April 2012 and Chair of the Board from 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 is the co-founder of Freepoint Capital Group and a General Partner at ICONIQ Capital. 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. Mr. Gorsky also serves 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. Other Public Company Boards: Current: International Business Machines Corporation; JPMorgan Chase & Co. Within Last Five Years: Johnson & Johnson |

  15. Environment and Climate

    | Andrea Jung Director since 2008 Nominating Committee People and Compensation Committee (Chair) | 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. Career Highlights Ms. Jung, 66, 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. Other Public Company Boards: Current: Unilever PLC; Wayfair Inc. Within Last Five Years: Unilever N.V. | | Monica Lozano Director since 2021 Audit Committee | Key Skills and Qualifications Monica Lozano brings to the Board executive leadership experience, and experience in operations, strategic planning, media and marketing, including through her service as a board chair and chief executive officer, and a global business perspective from her service on other boards. Career Highlights Ms. Lozano, 68, is the retired President and Chief Executive Officer of the College Futures Foundation, a charitable foundation working to increase the rate of college graduation for low-income California students. Ms. Lozano served in this role from December 2017 to August 2022. Ms. Lozano also co-founded The Aspen Institute Latinos and Society Program and served as Chair of its Advisory Board from January 2015 to October 2019. Her career in media spanned more than 30 years, including as Chair of the Board of Directors of U.S. Hispanic Media, Inc., the parent company of ImpreMedia, a national Hispanic news and information company, from June 2014 to January 2016, and as Chair of ImpreMedia from July 2012 to January 2016 and Chief Executive Officer from May 2010 to May 2014. She also served as Publisher of La Opinión from 2004 to May 2014 and Chief Executive Officer from 2004 to July 2012. Ms. Lozano serves on the Board of the Weingart Foundation, a private grantmaking foundation advancing racial, social, and economic justice in Southern California, and is a Member of the American Academy of Arts and Sciences. Other Public Company Boards: Current: Bank of America Corporation; Target Corporation |

  16. Environment and Climate

    | Ron Sugar Director since 2010 Audit Committee (Chair) | Key Skills and Qualifications Ron Sugar brings to the Board executive leadership experience as a chairman and chief executive officer of a large international public company, financial expertise as a former chief financial officer, experience in worldwide operations, understanding of advanced technology, experience with government relations and public policy, and a global business perspective from his tenure at global companies and his service on other boards. Career Highlights Dr. Sugar, 76, is the retired Chairman and Chief Executive Officer of Northrop Grumman Corporation, a global security company. Dr. Sugar served in this role from April 2003 to June 2010 and served as President and Chief Operating Officer from 2001 to 2003. Before joining Northrop Grumman, he held executive positions at Litton Industries and TRW Inc., where he served as Chief Financial Officer. Dr. Sugar is a Member of the National Academy of Engineering and serves on the Board of Trustees of the University of Southern California and on the Board of the Los Angeles Philharmonic Association. Dr. Sugar was elected as a member of the National Academy of Engineering for major contributions to advanced space communication systems and leadership in aerospace innovation. Other Public Company Boards: Current: Uber Technologies, Inc. Within Last Five Years: Air Lease Corporation; Amgen Inc.; Chevron Corporation | | Sue Wagner Director since 2014 Audit Committee Nominating Committee (Chair) | Key Skills and Qualifications Sue Wagner brings to the Board operational experience and a global business perspective, including through her service as chief operating officer of a large multinational public company, as well as her service on other boards. Ms. Wagner also brings extensive financial expertise and experience in the highly regulated financial services industry. Career Highlights Ms. Wagner, 63, is a co-founder of BlackRock, Inc., an asset management company. Ms. Wagner served as BlackRock’s Vice Chair from January 2006 until her retirement in July 2012, and also served as a member of BlackRock’s Global Executive Committee and Global Operating Committee. During her tenure at BlackRock, Ms. Wagner served as BlackRock’s Chief Operating Officer and Head of Corporate Strategy, and led the alternative investments and international client businesses. Ms. Wagner also serves on the Board of Directors of Color Health, Inc., a privately held health technology company. Other Public Company Boards: Current: BlackRock, Inc.; Samsara Inc. Within Last Five Years: Swiss Re |

  17. 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 People and 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 People and 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 People and Compensation Committee’s recommendation. The Apple Inc. Non-Employee Director Stock Plan (the “Director Stock Plan”) has an annual limit of $1.5 million for all compensation paid or granted to a Non-Employee Director for service on the Board.

  18. Director Compensation—2024

    Director Compensation—2024 The following table shows information regarding the compensation earned or paid during 2024 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—2024, 2023, and 2022” and the related tables under the section entitled “Executive Compensation.”

  19. Director Compensation—2024

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Wanda Austin(3) | 75,000 | 275,033 | 25,933 | 375,966 | | James Bell(4) | 50,000 | — | 11,038 | 61,038 | | Al Gore(4) | 50,000 | — | 10,016 | 60,016 | | Alex Gorsky | 100,000 | 275,033 | 4,984 | 380,017 | | Andrea Jung | 140,000 | 275,033 | 10,499 | 425,532 | | Art Levinson | 275,000 | 275,033 | 12,711 | 562,744 | | Monica Lozano | 100,000 | 275,033 | 6,092 | 381,125 | | Ron Sugar | 145,000 | 275,033 | 16,518 | 436,551 | | Sue Wagner | 135,000 | 275,033 | 6,242 | 416,275 |

  20. Director Compensation—2024

    | (1) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of RSUs granted to Non-Employee Directors during 2024, 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. Each Non-Employee Director serving on the Board on February 28, 2024, received an Annual Director Award of 1,516 RSUs with a grant date fair value for each RSU of $181.42. Each Non-Employee Director serving on the Board as of September 28, 2024, held 1,516 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 of $10,000 for Dr. Austin and $10,000 for Dr. Sugar and the incremental cost to the Company of retirement gifts for Mr. Gore and Mr. Bell. | | (3) Elected to the Board at the 2024 Annual Meeting. | | (4) Retired from the Board and did not stand for re-election at the 2024 Annual Meeting. |

  21. Director Compensation—2024

    | 2025 Proxy Statement | 35 |

  22. Director Compensation—2024

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  23. Compensation Discussion and Analysis

    The compensation paid to our named executive officers in 2024 reflects and rewards their contributions to Apple’s success and continues to demonstrate alignment with Apple’s strong financial results and the interests of our shareholders. The vast majority of our named executive officers’ compensation is at-risk and delivered through short-term cash incentives and long-term equity awards. For 2024, we reported net sales of $391 billion and operating income results of $123.2 billion, resulting in a maximum payout opportunity for each of our named executive officers under the Apple Inc. Executive Cash Incentive Plan (the “Cash Incentive Plan”). The performance-based equity awards that vested in 2024 reflected Apple’s strong stock price performance for the fiscal year period from the start of 2021 through the end of 2023. Apple’s total shareholder return relative to other companies in the S&P 500 (“Relative TSR”) was at the 70.77th percentile for this performance period. As a result, in 2024, each of our named executive officers vested in 153% of the target performance-based RSUs granted in 2021.

  24. 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 ten times annual base salary requirement for our CEO. | | Compensation recoupment policies | We have a policy for the recovery of any erroneously awarded performance-based incentive compensation, as required under Section 10D-1 of the Exchange Act and Nasdaq listing standards. In addition, we maintain a discretionary recoupment policy applicable to our named executive officers and our broader executive team that allows for recovery of annual cash incentives, time and performance-based equity awards, or other amounts that may be paid with respect to awards in certain events, including for certain acts of misconduct by our named executive officers. | | No repricing | We do not allow repricing of stock options without shareholder approval. | | No tax gross-ups on perquisites | We do not provide tax gross-ups for the limited perquisites provided to our named executive officers. For security and efficiency purposes, Mr. Cook is required by the Board to use private aircraft for all business and personal travel and is provided personal security services. | | 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 and until 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, supplemental executive health or insurance benefits. | | Annual compensation risk assessment | The People and Compensation Committee oversees an annual risk assessment of our compensation program. | | Independent compensation consultant | The People and Compensation Committee directly retains an independent compensation consultant that performs no services for Apple other than services for the People and Compensation Committee. |

  25. 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 allocating a significant portion of our named executive officers’ compensation to long-term equity awards. Performance-based RSUs reward long-term out-performance relative to other companies. Time-based RSUs are also an important component of long-term equity awards because they promote stability and retention of our exceptional leadership team while vesting over a longer time frame of approximately 4.5 years.

  26. People and Compensation Committee Priorities when Setting Executive Compensation

    | • | Managing Apple for the long term | | • | Aligning pay with performance | | • | Retaining exceptional, values-driven leaders | | • | Responding to shareholders’ interests and feedback | | • | Maintaining Apple’s unique team-based approach |

  27. Executive Compensation Decision-Making Process

    Executive Compensation Decision-Making Process Establishing appropriate compensation and incentive opportunities for our named executive officers is a core responsibility of the People and Compensation Committee. The People and Compensation Committee consists entirely of independent directors who review and approve the compensation and incentives of Apple’s named executive officers each year. It also administers Apple’s employee equity compensation plans. The People and Compensation Committee may delegate its authority under its charter to Apple’s officers or employees, or any of its individual members, except to the extent otherwise prohibited by applicable law, or SEC or Nasdaq rules. The People and Compensation Committee’s authority to grant equity awards under our discretionary stock programs or to take any other action with respect to equity awards (other than the performance of ministerial duties) may not be delegated to Apple’s management or others. The People and Compensation Committee reviews Apple’s executive compensation program each year and considers a variety of factors in setting total target compensation values and structure, including shareholder interests; the size, scope, and success of Apple; evolving compensation trends; and Apple’s financial goals. It also evaluates shareholder feedback, as well as the views of its independent compensation consultant and management. However, the People and Compensation Committee makes final decisions regarding the compensation granted to our named executive officers based on our guiding compensation principles noted above and makes changes to our executive compensation program based on its own business judgment.

  28. Role of Peer Groups

    Role of Peer Groups The People and Compensation Committee reviews and approves the composition of a primary peer group each year to serve as the market reference point for compensation opportunity comparison purposes, to inform its decision-making process, and to set total target compensation levels that it believes are competitive and commensurate with Apple’s relative size, scope, and success. Apple remains significantly larger than most other companies with $391 billion in revenue for 2024 and market capitalization of $3.463 trillion, as of the last trading day of 2024. This was approximately 4 times the revenue and 9 times the market capitalization of the median peer companies in our 2024 peer group, which were $93 billion for revenue and $380 billion for market capitalization, respectively. The People and Compensation Committee previously stated its intention to set Mr. Cook’s total target compensation between the 80th and 90th percentiles relative to the annualized target CEO pay of our primary peer group companies for 2024 and future years. This pay positioning reflects many factors, including Apple’s exceptional performance under Mr. Cook’s leadership, Apple’s size and scope, and shareholder feedback. The People and Compensation Committee does not otherwise set compensation components for its named executive officers to meet specific benchmarks as compared to peer companies.

  29. Apple v. 2024 Primary Peer Companies

    Apple v. 2024 Primary Peer Companies Revenue is based on the trailing 12 months revenue for Apple and each of our primary peers ending closest to our 2024 fiscal year-end. Market capitalization for our primary peers is the amount reported by Bloomberg L.P. as of September 27, 2024, the last trading day of 2024. 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 People and 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 2024 were $20 billion and $100 billion, respectively, at the time the 2024 peer group was set in May 2023. Based on the above criteria, the People and Compensation Committee added NVIDIA Corporation to the primary peer group for 2024. The 2024 primary peer group included Alphabet, Amazon, AT&T, Cisco, Comcast, Disney, Intel, Mastercard, Meta, Microsoft, Netflix, NVIDIA, Oracle, Qualcomm, Salesforce, Tesla, Verizon, Visa and Warner Bros. Discovery. The People and Compensation Committee made changes to our primary peer group in May 2024 for purposes of assessing the competitiveness of 2024 total target compensation for our named executive officers and benchmarking 2025 CEO compensation. The chart below lists the companies in our current primary peer group.

  30. Apple v. 2024 Primary Peer Companies

    | Current Primary Peer Group | | | | | | Alphabet | Cisco | Mastercard | NVIDIA | Verizon | | Amazon | Comcast | Meta | Oracle | Visa | | AT&T | Disney | Microsoft | Qualcomm | Warner Bros. Discovery | | Broadcom | Intel | Netflix | Salesforce | |

  31. Apple v. 2024 Primary Peer Companies

    | 2025 Proxy Statement | 45 |

  32. Apple v. 2024 Primary Peer Companies

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  33. Apple v. 2024 Primary Peer Companies

    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 to assess pay practices but not to benchmark pay levels or structure. Our current secondary peer group includes AbbVie, Coca-Cola, Johnson & Johnson, Nike, Pfizer, Procter & Gamble, Starbucks and UnitedHealth Group.

  34. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The People and 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 People and Compensation Committee considers the independence of the consultant in accordance with SEC and Nasdaq rules. During 2024, the People and Compensation Committee’s independent compensation consultant, Pay Governance, provided no services to Apple other than services for the People and Compensation Committee and worked with Apple’s management, as directed by the People and Compensation Committee, only on matters for which the People and Compensation Committee is responsible. At the People and Compensation Committee’s request, Pay Governance regularly attends the People and Compensation Committee meetings. Pay Governance also communicates with the members of the People and Compensation Committee outside committee meetings regarding matters related to the People and Compensation Committee’s responsibilities. In 2024, the People and Compensation Committee generally sought input from Pay Governance on Apple’s compensation programs, including: external market factors; the adoption of the Rule 10D-1 recovery policy for the recoupment of erroneously awarded performance-based incentive compensation; shareholder engagement; environmental, social, and governance performance metrics; overall compensation program design; evolving compensation trends; appropriate market reference points; and market compensation data. Pay Governance also consulted with the Committee regarding the amount and form of compensation for our CEO and other named executive officers.

  35. Annual Cash Incentive

    Annual Cash Incentive Our annual cash incentive program is a performance-based, at-risk component of our named executive officers’ compensation. Short-term cash incentive awards are granted under the Cash Incentive Plan. Variable payouts are designed to motivate our named executive officers to deliver strong annual financial results while advancing Apple values and key community initiatives. Additional details regarding the Cash Incentive Plan for 2024 can be found below in the section entitled “Cash Incentive Plan – 2024 Financial Performance Measures and Payout Opportunities.” The structure and payout opportunities under the Cash Incentive Plan did not change for 2024.

  36. Long-Term Equity Awards

    Long-Term Equity Awards We pay for performance and manage Apple for the long term. Consistent with this approach and our guiding compensation principles, the vast majority of our named executive officers’ annual compensation is granted in the form of long-term equity incentives that emphasize long-term shareholder value creation and the retention of a strong executive leadership team through a mix of performance-based and time-based RSU awards. Additional details regarding these awards and the performance-based RSUs that vested in 2024 can be found below in the section entitled “2024 Long-Term Equity Awards and Results.” RSU awards with performance-based vesting 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 depends entirely on Apple’s Relative TSR to the other companies in the S&P 500 for the performance period. The People and Compensation Committee chose Relative TSR, as it continues to be an objective and meaningful metric to evaluate our performance against the performance of other large companies and to align the interests of our named executive officers with the interests of our shareholders in creating long-term value. RSU 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 the time-based awards granted to our named executive officers are generally longer than those at our peer companies, as described in the section entitled “2024 Long-Term Equity Awards and Results.”

  37. Long-Term Equity Awards

    | 2025 Proxy Statement | 47 |

  38. Long-Term Equity Awards

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  39. Summary of CEO Total Target Compensation

    Summary of CEO Total Target Compensation The People and Compensation Committee evaluates our executive compensation program and the total target value of Mr. Cook’s compensation prior to the start of each fiscal year. In determining the appropriate amount of each compensation component for 2024, the People and Compensation Committee considered 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 financial results delivered during 2023, and shareholder feedback supportive of a total target compensation range between the 80th and 90th percentiles of the annualized total target CEO pay at the companies in our primary peer group. Balancing the size, scope and performance of Apple relative to our primary peer group, Mr. Cook’s own pay positioning relative to the CEOs in our primary peer group, and a desire to continue to create meaningful performance and retention incentives, the People and Compensation Committee set Mr. Cook’s total target compensation for 2024 as set forth below.

  40. Summary of CEO Total Target Compensation

    | 2024 Total Target CEO Compensation: $59 million | | | Base Salary: $3 million Mr. Cook’s base salary has remained the same since 2016 | | | Cash Incentive Plan Opportunity: $6 million Mr. Cook’s target Cash Incentive Plan opportunity for 2024 remained at 200% of his base salary | | | Target Equity Award Value: $50 million Award Mix: 75/25 | | | Mr. Cook was granted an equity award with 75% of the equity award subject to performance-based vesting and 25% of the equity award subject to time-based vesting | |

  41. Summary of CEO Total Target Compensation

    Equity awards granted to Mr. Cook are designed to focus on Apple’s long-term strategy and performance while creating meaningful incentives aligned with the long-term interests of our shareholders. During his tenure, the substantial majority of Mr. Cook’s compensation has been delivered through long-term equity awards and the size of the equity awards, he has been granted aligns with Apple’s growth, success, and the tremendous value delivered to our shareholders under his leadership. Since Mr. Cook was promoted to CEO in 2011 and through the end of 2024, Apple’s cumulative TSR increased approximately 1,908%, significantly outpacing the S&P 500, and Apple’s market capitalization grew by more than $3 trillion. Upon review of the relevant primary peer CEO benchmark data for 2024, Mr. Cook’s 2023 pay would have been positioned near the low end of the desired range. The People and Compensation Committee recognized the growth and success Mr. Cook delivered to shareholders for more than a decade as CEO and the impact his leadership has on the company’s short-term and long-term success. As a result, the People and Compensation Committee determined to continue to emphasize long-term shareholder alignment and increase the target value of his equity award for 2024 from $40 million to $50 million (“2024 Equity Award”). The People and Compensation Committee maintained the same equity award structure and weightings for the 2024 Equity Award as his 2023 equity awards, delivering 75% of the target equity award value in the form of performance-based RSUs. No changes were made to the amount of Mr. Cook’s base salary or annual cash incentive payout opportunity for 2024. As a result, Mr. Cook’s total target compensation for 2024 was set in the upper half of, but within, the desired pay positioning range. The People and Compensation Committee reviewed the primary peer CEO benchmark data and considered Mr. Cook’s continued exceptional performance when evaluating Mr. Cook’s total target compensation and our executive compensation program for 2025, and made no changes to the amount or structure of Mr. Cook’s 2025 total target compensation.

  42. Summary of Other Named Executive Officer Total Target Compensation

    | 2024 Total Target Compensation: $23 million | | | Base Salary: $1 million The annual base salaries for our named executive officers did not change for 2024 | | | Cash Incentive Plan Opportunity: $2 million Our named executive officers’ target Cash Incentive Plan opportunity for 2024 remained unchanged at 200% of their base salary | | | Target 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 subject to performance-based vesting and 50% subject to time-based vesting, to encourage long-term performance, retention, and alignment with shareholders’ interests | |

  43. Cash Incentive Plan – 2024 Financial Performance Measures and Payout Opportunities

    Cash Incentive Plan – 2024 Financial Performance Measures and Payout Opportunities Our Cash Incentive Plan awards are designed to motivate and reward our named executive officers for delivering strong performance against annual financial goals and values-driven performance expectations. As in prior years, the People and Compensation Committee chose net sales and operating income, calculated in accordance with generally accepted accounting principles, as the financial performance measures for the 2024 Cash Incentive Plan awards. 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 Cash Incentive Plan 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. Threshold performance results in a payout equal to 50% of target and maximum performance results in a payout equal to 200% of target for each of the performance measures. If the threshold goal is not achieved for a financial performance measure, there is no payout for that measure. The total payout opportunity for each financial performance measure is capped at 200%. Payouts for our named executive officers are linearly interpolated for achievement between goal levels. The People and Compensation Committee primarily considers factors relevant to the current fiscal year when it sets the net sales and operating income goals for the annual Cash Incentive Plan awards because each year presents a unique set of challenges and business conditions for our executives to navigate. Financial results from prior years are used as a reference point, but the annual goals are set primarily to align pay with performance that would reflect strong financial results commensurate with the projected business and economic conditions for the current fiscal year.

  44. 2024 Financial Performance Goals and Results

    2024 Financial Performance Goals and Results As part of its goal-setting process for 2024, the People and Compensation Committee assessed a range of business scenarios that could impact net sales and operating income results for the year, considering multiple factors. These factors included taking into account the additional fiscal week in the prior fiscal year, anticipated foreign currency headwinds and the ongoing uneven macroeconomic environment. Accordingly, the People and Compensation Committee determined that focusing on the underlying business performance, rather than the absolute growth rates, was an appropriate method of evaluating the 2024 performance goals and set the Cash Incentive Plan goals for the year at appropriately rigorous levels. The threshold goals represented the minimum level of achievement for a named executive officer to receive an annual cash incentive payout. The target goals represented an underlying growth rate that, while challenging to achieve based on the considerations noted above, would also represent strong financial performance on an underlying basis commensurate with the target payout opportunity. The maximum goals represent exceptional financial performance for the year, based on the business scenarios considered. For 2024, we reported net sales of $391 billion and operating income of $123.2 billion, representing a year-over-year increase of two percent ($7.7 billion) and eight percent ($6.9 billion), respectively. These achievements resulted in a maximum payout opportunity of 200%.

  45. 2024 Financial Performance Goals and Results

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  46. 2024 Financial Performance Goals and Results

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  47. Annual Assessment of the Progress Across Apple Values and Key Community Initiatives

    Annual Assessment of the Progress Across Apple Values and Key Community Initiatives We believe that business can and should be a force for good. Achieving that vision requires innovation, collaboration, and a focus on serving others. It also means leading with our values in the technology that we make, the way we make it, and how we treat people and the planet we all share. To support our leadership advance these ambitions, the Cash Incentive Plan includes a modifier based on our named executive officers’ efforts to promote our values and key community initiatives. After the People and Compensation Committee determines the preliminary payout opportunity based on our net sales and operating income performance measures, it may apply a modifier to the preliminary payout opportunity of up to 10% upwards or downwards, or determine not to make any adjustment at all. The Cash Incentive Plan award is subject to an overall cap on each of the named executive officers’ payout of 200% of the total target payout opportunity, regardless of the result of the People and Compensation Committee’s value assessment. In 2024, we exceeded our maximum net sales and operating income performance measures for the Cash Incentive Plan. The People and Compensation Committee reviewed with management an extensive scorecard for each Apple value and key community initiative to inform its overall values assessment. Each scorecard included a long-term vision, 2024 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. Despite the significant progress across our values and community initiatives, the People and Compensation Committee determined not to modify the total target payout opportunity, since the calculated bonus was at the maximum level.

  48. 2024 Cash Incentive Plan Payouts

    2024 Cash Incentive Plan Payouts Our 2024 net sales and operating income results exceeded the maximum financial goals, resulting in a maximum bonus payout opportunity for each named executive officer. The People and Compensation Committee did not modify the payout due to its positive assessment of the actions taken to advance our values and key community initiatives in 2024 and awarded cash incentive payouts equal to 200% of the total target payout opportunity to each of our named executive officers.

  49. 2024 Long-Term Equity Awards and Results

    2024 Long-Term Equity Awards and Results When setting the value of equity awards for our named executive officers, the People and Compensation Committee considers the size and performance of Apple relative to peer companies, and the scope of our named executive officers’ roles. Each named executive officer other than Mr. Cook was granted a long-term equity award on October 1, 2023 of 50% performance-based and 50% time-based RSUs. Mr. Cook was granted a long-term equity award on October 1, 2023 of 75% performance-based and 25% time-based RSUs. The equity awards granted in 2024 were granted under, and subject to, the terms of the Apple Inc. 2022 Employee Stock Plan (the “2022 Plan”). The People and Compensation Committee administers the 2022 Plan.

  50. 2024 Time-Based RSUs

    2024 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. Based on analysis from the People and Compensation Committee’s independent compensation consultant, we believe that the vesting schedules for time-based RSUs granted to our named executive officers are generally longer than those at our peer companies and companies in the broader market. Time-based RSUs granted to our named executive officers on October 1, 2023 will vest in three equal annual installments over approximately four and one-half years, with the first installment vesting on April 1, 2026 (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 the target value of $12.5 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 the target value of $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—2024, 2023, and 2022.”

  51. 2024 Performance-Based RSUs

    2024 Performance-Based RSUs The People and Compensation Committee continued to use Relative TSR as the metric for performance-based RSUs granted during 2024, 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.

  52. 2024 Performance-Based RSUs

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  53. 2024 Performance-Based RSUs

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  54. 2024 Performance-Based RSUs

    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 based on the change in each company’s stock price during the applicable performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. A 20-trading-day averaging period is used to determine the beginning and ending stock price values used to calculate the total shareholder return of Apple and the other companies in the S&P 500. The 20-day trading 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. The change in stock price value from the beginning to the end of the period is divided by the beginning stock price value to determine TSR. The performance-based RSUs granted on October 1, 2023, have a three-year performance period from the beginning of 2024 through the end of 2026. 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, 2026, depending on Apple’s Relative TSR percentile ranking for the performance period, as follows:

  55. 2024 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% |

  56. 2024 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. The target number of performance-based RSUs granted to Mr. Cook was determined by dividing the target value of $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 the target value of $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—2024, 2023, and 2022.”

  57. Dividend Equivalents

    Dividend Equivalents All equity awards granted to our employees in 2024 have dividend equivalent rights. The dividend equivalents will only pay out if and to the extent that the time-based vesting and performance-based vesting conditions have been met for the underlying RSUs.

  58. Performance-Based RSU 2024 Results

    Performance-Based RSU 2024 Results On October 1, 2023, Mr. Cook, Ms. Adams, Mr. Maestri, Ms. O’Brien, and Mr. Williams each vested in performance-based RSUs that were granted on September 27, 2020. 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 September 27, 2020 through September 30, 2023, Ms. Adams, Mr. Maestri, Ms. O’Brien, and Mr. Williams each vested in 136,268 performance-based RSUs, and Mr. Cook vested in 511,000 performance-based RSUs, in each case representing 153% of the target number of performance-based RSUs granted.

  59. Performance-Based RSU 2024 Results

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  60. Performance-Based RSU 2024 Results

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  61. Performance-Based RSU 2024 Results

    | | Relative TSR Percentile Ranking for Three-Year Performance Period | TSR Results for Three-Year Performance Period | | Apple | 70.77th Percentile | 54.09% | | S&P 500 Companies | 85th Percentile | 87.50% | | | 55th Percentile | 30.60% | | | 25th Percentile | -0.17% | | | Below 25th | < -0.17% |

  62. Compensation Upon Termination of Employment

    Compensation Upon Termination of Employment Our named executive officers do not have employment contracts or guaranteed cash 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 agreements for all our employees, including Mr. Cook, generally provide for full accelerated vesting upon a termination due to death unless otherwise necessary or required to address certain foreign laws. The time-based RSU agreements for all our employees, other than Mr. Cook, provide for pro-rata accelerated 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 accelerated vesting upon a termination due to death or disability. The time and performance-based RSU agreements for Mr. Cook provide for continued full vesting upon a termination due to disability with settlement occurring on the originally scheduled vesting dates. Mr. Cook’s outstanding equity awards include a retirement vesting provision approved by the People and Compensation Committee in recognition of the unique impact of his leadership decisions on the long-term growth and success of Apple and to facilitate thoughtful succession planning when appropriate. Retirement is defined as a termination of employment after reaching at least 60 years of age and completing at least 10 years of service with Apple. Mr. Cook has met these requirements.

  63. Compensation Upon Termination of Employment

    In the event of Mr. Cook’s termination due to retirement on or after the first anniversary of the grant date, his 2024 time-based RSUs are structured to vest on a pro rata basis based on the length of his employment between the grant date and his termination date. Unless otherwise determined by the People and Compensation Committee, Mr. Cook’s outstanding 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 that 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 time-based and performance-based RSU awards will be released on the originally scheduled vesting date, subject to the attainment of the performance goals for the performance-based RSUs. The delivery of the vested shares underlying Mr. Cook’s equity awards and any dividend equivalents that have accrued on such awards are not accelerated upon retirement.

  64. Recoupment of Compensation

    Recoupment of Compensation The terms of all outstanding time-based and performance-based RSU awards held by our named executive officers in 2024 allow us to recoup any shares or other amounts that may be paid in respect of RSUs if a named executive officer engages in certain acts of misconduct. The compensation recoupment policy also applies to the awards and payouts granted under the Cash Incentive Plan to our named executive officers. Apple may recover compensation in the event a named executive officer commits a felony while employed by Apple or if Apple is required to prepare an accounting restatement as a result of the named executive officer’s misconduct. Apple may also recover compensation in the event a named executive officer, while employed by Apple or at any time thereafter, engages in a breach of confidentiality; materially breaches any agreement with Apple; or commits an act of theft, embezzlement or fraud. Apple also adopted a recovery policy in accordance with Section 10D-1 of the Exchange Act and Nasdaq listing standards, which mandate the recovery of certain erroneously paid performance-based incentive compensation that may be received by our Section 16 officers on or after October 2, 2023 and during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made if Apple has a qualifying financial restatement, subject to limited exceptions.

  65. Equity Award Grant Practices

    Equity Award Grant Practices Equity awards are discretionary and are generally granted to our named executive officers on the first day of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an officer, the People and Compensation Committee may approve grants to be effective at other times. Apple does not currently grant stock options to its employees. Eligible employees, including our named executive officers, may voluntarily enroll in the ESPP and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six-month period. Purchase dates under the ESPP are generally the last trading day in July and January. The People and Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and Apple does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  66. Summary Compensation Table—2024, 2023, and 2022

    Summary Compensation Table—2024, 2023, and 2022 The following table, footnotes, and related narrative show information regarding the total compensation of each named executive officer for 2024, 2023, and 2022.

  67. Summary Compensation Table—2024, 2023, and 2022

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Tim Cook Chief Executive Officer | 2024 | 3,000,000 | 58,088,946 | 12,000,000 | 1,520,856(3)(4) | 74,609,802 | | | 2023 | 3,000,000 | 46,970,283 | 10,713,450 | 2,526,112 | 63,209,845 | | | 2022 | 3,000,000 | 82,994,164 | 12,000,000 | 1,425,933 | 99,420,097 | | Luca Maestri Former Senior Vice President, Chief Financial Officer | 2024 | 1,000,000 | 22,157,075 | 4,000,000 | 22,182(4)(5) | 27,179,257 | | | 2023 | 1,000,000 | 22,323,641 | 3,571,150 | 41,092 | 26,935,883 | | | 2022 | 1,000,000 | 22,132,015 | 4,000,000 | 19,783 | 27,151,798 | | Kate Adams Senior Vice President, General Counsel and Secretary | 2024 | 1,000,000 | 22,157,075 | 4,000,000 | 22,182(4)(5) | 27,179,257 | | | 2023 | 1,000,000 | 22,323,641 | 3,571,150 | 46,914 | 26,941,705 | | | 2022 | 1,000,000 | 22,132,015 | 4,000,000 | 15,208 | 27,147,223 | | Deirdre O’Brien Senior Vice President, Retail + People | 2024 | 1,000,000 | 22,157,075 | 4,000,000 | 22,182(4)(6) | 27,179,257 | | | 2023 | 1,000,000 | 22,323,641 | 3,571,150 | 42,219 | 26,937,010 | | | 2022 | 1,000,000 | 22,132,015 | 4,000,000 | 19,783 | 27,151,798 | | Jeff Williams Chief Operating Officer | 2024 | 1,000,000 | 22,157,075 | 4,000,000 | 20,737(4)(7) | 27,177,812 | | | 2023 | 1,000,000 | 22,323,641 | 3,571,150 | 66,435 | 26,961,226 | | | 2022 | 1,000,000 | 22,132,015 | 4,000,000 | 18,337 | 27,150,352 |

  68. Summary Compensation Table—2024, 2023, and 2022

    | (1) The target grant value of Mr. Cook’s long-term equity award was $50 million for 2024, $40 million for 2023, and $75 million for 2022. The target grant value of our other named executive officers’ long-term equity awards was $20 million for each of 2024, 2023, and 2022. This column shows the grant date fair value for accounting purposes of the long-term equity awards granted to our named executive officers. 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—2024.” | | (2) As described under “Executive Compensation—Compensation Discussion and Analysis,” the named executive officers’ Cash Incentive Plan awards are based on the performance of Apple relative to predetermined financial goals for the year and the performance of each individual named executive officer. The threshold, target, and maximum payout amounts for each named executive officer’s Cash Incentive Plan payout opportunity for 2024 are shown in the table entitled “Grants of Plan-Based Awards—2024.” In 2024, Apple’s performance exceeded the maximum performance goals for both net sales and operating income, resulting in a final payout of 200% of the total target payout opportunity for each named executive officer. |

  69. Summary Compensation Table—2024, 2023, and 2022

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  70. Summary Compensation Table—2024, 2023, and 2022

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  71. Summary Compensation Table—2024, 2023, and 2022

    | (3) This amount represents: (i) Apple’s contributions to Mr. Cook’s account under the 401(k) plan in the amount of $20,700; (ii) term life insurance premiums paid by Apple in the amount of $2,964; (iii) vacation cash-out in the amount of $57,692; (iv) security expenses in the amount of $783,617, 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 $655,883, 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) As noted in the “Other Compensation and Benefits” section of the CD&A, certain benefits included in this column as “All Other Compensation,” including matching contributions under the 401(k) plan, term life insurance, and vacation cash-out, are available to all U.S. employees of Apple on the same terms. | | (5) This amount represents: (i) Apple’s contributions to Mr. Maestri’s account under the 401(k) plan in the amount of $20,700; and (ii) term life insurance premiums paid by Apple in the amount of $1,482. | | (6) This amount represents: (i) Apple’s contributions to Ms. Adams’ account under the 401(k) plan in the amount of $20,700; and (ii) term life insurance premiums paid by Apple in the amount of $1,482. | | (7) This amount represents: (i) Apple’s contributions to Ms. O’Brien’s account under the 401(k) plan in the amount of $20,700; and (ii) term life insurance premiums paid by Apple in the amount of $1,482. | | (8) This amount represents: (i) Apple’s contributions to Mr. Williams’ account under the 401(k) plan in the amount of $20,700; and (ii) term life insurance premiums paid by Apple in the amount of $37. |

  72. Summary Compensation Table—2024, 2023, and 2022

    The amounts in the salary and non-equity incentive plan compensation columns of the “Summary Compensation Table—2024, 2023, and 2022” reflect actual amounts earned or paid 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—2024” and “Stock Vested—2024” 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—2024, 2023, and 2022” should be read in conjunction with the Compensation Discussion and Analysis and the subsequent tables and narrative descriptions.

  73. Summary Compensation Table—2024, 2023, and 2022

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  74. Summary Compensation Table—2024, 2023, and 2022

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  75. Grants of Plan-Based Awards—2024

    Grants of Plan-Based Awards—2024 The following table shows information regarding the incentive awards granted to the named executive officers for 2024.

  76. Grants of Plan-Based Awards—2024

    | | | | 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 (#) | Grant Date Fair Value of Stock Awards(1) ($) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Tim Cook | Cash Incentive | — | 3,000,000 | 6,000,000 | 12,000,000 | — | — | — | — | — | | | Performance-based RSUs | 10/01/2023 | — | — | — | 54,758 | 219,030 | 438,060 | — | 45,588,904 | | | Time-based RSUs | 10/01/2023 | — | — | — | — | — | — | 73,010 | 12,500,042 | | Luca Maestri | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance-based RSUs | 10/01/2023 | — | — | — | 14,602 | 58,408 | 116,816 | — | 12,157,041 | | | Time-based RSUs | 10/01/2023 | — | — | — | — | — | — | 58,408 | 10,000,034 | | Kate Adams | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance-based RSUs | 10/01/2023 | — | — | — | 14,602 | 58,408 | 116,816 | — | 12,157,041 | | | Time-based RSUs | 10/01/2023 | — | — | — | — | — | — | 58,408 | 10,000,034 | | Deirdre O’Brien | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance-based RSUs | 10/01/2023 | — | — | — | 14,602 | 58,408 | 116,816 | — | 12,157,041 | | | Time-based RSUs | 10/01/2023 | — | — | — | — | — | — | 58,408 | 10,000,034 | | Jeff Williams | Cash Incentive | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | Performance-based RSUs | 10/01/2023 | — | — | — | 14,602 | 58,408 | 116,816 | — | 12,157,041 | | | Time-based RSUs | 10/01/2023 | — | — | — | — | — | — | 58,408 | 10,000,034 |

  77. Grants of Plan-Based Awards—2024

    | (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: |

  78. Grants of Plan-Based Awards—2024

    | | | Assumptions | | | | Grant Date | Performance Period End Date | Expected Term (years) | Expected Volatility | Risk-Free Interest Rate | | 10/01/2023 | 9/26/2026 | 2.99 | 29.13% | 4.75% |

  79. Grants of Plan-Based Awards—2024

    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.

  80. Grants of Plan-Based Awards—2024

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  81. Grants of Plan-Based Awards—2024

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  82. Outstanding Equity Awards—2024

    Outstanding Equity Awards—2024 The following table shows information regarding the outstanding equity awards held by each of the named executive officers as of September 28, 2024.

  83. Outstanding Equity Awards—2024

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Tim Cook | 9/27/2020 | 111,329(2) | 25,359,633 | — | — | | | 9/26/2021 | 170,160(3) | 38,760,746 | 255,241(4) | 58,141,347 | | | 9/25/2022 | 66,477(5) | 15,142,796 | 199,429(5)(6) | 45,427,932 | | | 10/01/2023 | 73,010(7) | 16,630,948 | 219,030(6)(7) | 49,892,844 | | Luca Maestri | 9/27/2020 | 29,688(8) | 6,762,630 | — | — | | | 9/26/2021 | 45,376(9) | 10,336,199 | 68,065(10) | 15,504,526 | | | 9/25/2022 | 66,477(5) | 15,142,796 | 66,477(5)(6) | 15,142,796 | | | 10/01/2023 | 58,408(7) | 13,304,758 | 58,408(6)(7) | 13,304,758 | | Kate Adams | 9/27/2020 | 29,688(8) | 6,762,630 | — | — | | | 9/26/2021 | 45,376(9) | 10,336,199 | 68,065(10) | 15,504,526 | | | 9/25/2022 | 66,477(5) | 15,142,796 | 66,477(5)(6) | 15,142,796 | | | 10/01/2023 | 58,408(7) | 13,304,758 | 58,408(6)(7) | 13,304,758 | | Deirdre O’Brien | 9/27/2020 | 29,688(8) | 6,762,630 | — | — | | | 9/26/2021 | 45,376(9) | 10,336,199 | 68,065(10) | 15,504,526 | | | 9/25/2022 | 66,477(5) | 15,142,796 | 66,477(5)(6) | 15,142,796 | | | 10/01/2023 | 58,408(7) | 13,304,758 | 58,408(6)(7) | 13,304,758 | | Jeff Williams | 9/27/2020 | 29,688(8) | 6,762,630 | — | — | | | 9/26/2021 | 45,376(9) | 10,336,199 | 68,065(10) | 15,504,526 | | | 9/25/2022 | 66,477(5) | 15,142,796 | 66,477(5)(6) | 15,142,796 | | | 10/01/2023 | 58,408(7) | 13,304,758 | 58,408(6)(7) | 13,304,758 |

  84. Outstanding Equity Awards—2024

    | (1) The dollar amounts shown in these columns are determined by multiplying the number of shares or units shown in the preceding column by $227.79, the closing price of Apple’s common stock on September 27, 2024, the last trading day of Apple’s fiscal year. | | (2) Subject to the terms of the award agreement, the remaining 111,329 time-based RSUs are scheduled to vest on April 1, 2025. | | (3) 85,081 RSUs subject to this award were released on April 1, 2024, and subject to the terms of the award agreement, the remainder of the RSUs are scheduled to vest in two annual installments of 85,080, commencing on April 1, 2025. | | (4) 187% of the 255,241 target number of performance-based RSUs subject to this award (totaling 477,301 performance-based RSUs) vested on October 1, 2024, based on Apple’s Relative TSR compared to other companies in the S&P 500 over the relevant performance period. | | (5) Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest in three annual installments commencing on April 1, 2025. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest on October 1, 2025, provided the applicable performance condition is satisfied. |

  85. Outstanding Equity Awards—2024

    | 2025 Proxy Statement | 59 |

  86. Outstanding Equity Awards—2024

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  87. Outstanding Equity Awards—2024

    | (6) 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. | | (7) Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest in three annual installments commencing on April 1, 2026. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest on October 1, 2026, provided the applicable performance condition is satisfied. | | (8) Subject to the terms of the award agreement, the remaining 29,688 time-based RSUs are scheduled to vest on April 1, 2025. | | (9) 22,689 RSUs subject to this award vested on April 1, 2024, and subject to the terms of the award agreement, the remainder of the RSUs are scheduled to vest in two annual installments of 22,688, commencing on April 1, 2025. | | (10) 187% of the 68,065 target number of performance-based RSUs subject to this award (totaling 127,282 performance-based RSUs) vested on October 1, 2024, based on Apple’s Relative TSR compared to other companies in the S&P 500 over the relevant performance period. |

  88. Stock Vested—2024

    Stock Vested—2024 The following table shows information regarding the vesting during 2024 of RSUs previously granted to the named executive officers.

  89. Stock Vested—2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Tim Cook | 707,410 | 122,808,793 | | Luca Maestri | 249,577 | 43,351,279 | | Kate Adams | 249,577 | 43,351,279 | | Deirdre O’Brien | 249,577 | 43,351,279 | | Jeff Williams | 249,577 | 43,351,279 |

  90. Stock Vested—2024

    | (1) The dollar amounts shown in this column 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 $1,924,891 for Mr. Cook and $754,906 for each of Ms. Adams, Mr. Maestri, Ms. O’Brien, and Mr. Williams. |

  91. Stock Vested—2024

    | 2025 Proxy Statement | 60 |

  92. Stock Vested—2024

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  93. Non-Qualified Deferred Compensation—2024

    Non-Qualified Deferred Compensation—2024 The following table shows information regarding the participation of our named executive officers in the Deferred Compensation Plan as of September 28, 2024.

  94. Non-Qualified Deferred Compensation—2024

    | Name | Executive Contributions ($) | Apple Contributions ($) | Aggregate Earnings ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at September 28, 2024 ($) | | Tim Cook | 236,538(1) | — | 20,682 | — | 257,220 | | Kate Adams | 1,785,575(2) | — | 1,989,941 | — | 10,870,935(3) |

  95. Non-Qualified Deferred Compensation—2024

    | (1) Reflects the portion of Mr. Cook’s base salary for 2024 deferred and contributed to the Deferred Compensation Plan. The payment is reflected in the “Salary” column of the “Summary Compensation Table—2024, 2023, and 2022,” under 2024, the year it would have been paid. | | (2) Reflects the portion of Ms. Adams’ annual cash incentive payout for 2023 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—2024, 2023, and 2022,” under 2023, the year it was earned. | | (3) The balance for Ms. Adams reflects $9,089,225 that was reported as compensation in the “Summary Compensation Table” in prior years. |

  96. 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 2024, annual returns on the investment options available for the Deferred Compensation Plan generally ranged from 0.46% to 43.10%. 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 over a period 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.

  97. 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 2024 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.

  98. Pay versus Performance

    Pay versus Performance The information below is provided pursuant to the SEC pay versus performance disclosure requirements set forth in Item 402(v) of SEC Regulation S-K (the “Pay Versus Performance Rule”), which requires companies to disclose certain information about the relationship between performance and the compensation of named executive officers.

  99. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year(a) | Summary Compensation Table Total for Mr. Cook($)(b) | Compensation Actually Paid to Mr. Cook($)(c) | Average Summary Compensation Table Total for Other NEOs($)(d) | Average Compensation Actually Paid to Other NEOs($)(e) | Total Shareholder Return($)(f) | Peer Group Total Shareholder Return($)(g) | Net Income ($M)(h) | Net Sales ($M)(i) | | 2024 | 74,609,802 | 168,980,568 | 27,178,896 | 58,633,525 | 207.59 | 198.69 | 93,736 | 391,035 | | 2023 | 63,209,845 | 106,643,588 | 26,943,956 | 41,980,664 | 155.24 | 131.99 | 96,955 | 383,285 | | 2022 | 99,420,097 | 128,833,021 | 27,150,293 | 41,564,946 | 135.59 | 97.30 | 99,803 | 394,328 | | 2021 | 98,734,394 | 311,845,801 | 26,987,631 | 75,307,922 | 131.69 | 139.22 | 94,680 | 365,817 |

  100. Pay versus Performance

    | (1) The dollar amounts in column (b) represent the compensation reported for Mr. Cook for each corresponding year in the “Total” column of the Summary Compensation Table for the relevant years. |

  101. Pay versus Performance

    | (2) The dollar amounts in columns (c) and (e) represent the amount of “Compensation Actually Paid” (otherwise known as CAP), as computed in accordance with SEC rules. Compensation Actually Paid does not represent cash or equity value realized or paid to our named executive officers (“NEOs”) but rather is a value calculated under applicable SEC rules. The following table details how Compensation Actually Paid is determined: |

  102. Pay versus Performance

    | | 2024 | | | | Mr. Cook ($) | Average for Other NEO ($) | | Summary Compensation Table (“SCT”) Total | 74,609,802 | 27,178,896 | | Grant Date Fair Value of Stock Awards from SCT | (58,088,946) | (22,157,075) | | Fair Value of Equity Awards Granted in the Year and Unvested as of Year End | 75,382,825 | 29,010,085 | | Change in Fair Value from Prior Year End of Outstanding and Unvested Awards Granted in Prior Years | 77,214,393 | 24,680,921 | | Change in Fair Value from Prior Year End of Vested(a) Awards Granted in Prior Years | (137,506) | (79,302) | | Fair Value at Vesting Date of Vested Awards Granted in Current Year | 0 | 0 | | Compensation Actually Paid | 168,980,568 | 58,633,525 |

  103. Pay versus Performance

    | (a) In the prior year’s Proxy Statement, based on prior SEC guidance, time-based RSUs were considered “vested” on the date of retirement eligibility. In subsequent guidance, the SEC clarified that awards that will vest upon retirement should only be considered vested for purposes of calculating CAP if and when any other conditions applicable to the award are also satisfied; otherwise such awards are still considered unvested until such additional conditions are satisfied for the purposes of CAP. Mr. Cook is the only named executive officer with retirement eligibility provisions in his RSU awards. The historical CAP values disclosed in prior years (2021, 2022, 2023) for Mr. Cook have not been updated. The 2024 CAP calculations capture the change in fair value of unvested, retirement-eligible RSUs from the start of 2024. If the changes were applied retroactively, Mr. Cook’s CAP value would have been unchanged in 2021, $130,823,584 in 2022, and $118,501,608 in 2023. The fair values of the RSUs included in the compensation actually paid to our CEO and the average compensation actually paid to our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described above in footnote 1 to the “Summary Compensation Table – 2024, 2023, and 2022” and footnote 1 to the “Grants of Plan-Based Awards – 2024” table, respectively. Any changes to the time-based RSU and performance-based RSU grant date fair values (for 2024 grants) and from prior year-end (for 2021, 2022 and 2023 grants) are based on an updated stock price valuation on the measurement dates and for the performance-based RSUs, including updated input variables for the Monte-Carlo model to estimate the probability of satisfying the performance objectives established for the respective award. |

  104. Pay versus Performance

    | (3) The dollar amounts in column (d) represent the average amounts of compensation reported for the other NEOs for each corresponding year in the “Total” column of the Summary Compensation Table for the relevant fiscal year. For each of 2021, 2022, 2023, and 2024, the other NEOs were Luca Maestri, Kate Adams, Deirdre O’Brien, and Jeff Williams. |

  105. Pay versus Performance

    | (4) Apple’s TSR in column (f) was determined based on the value of an initial fixed investment of $100, as of September 26, 2020, including the reinvestment of any dividends. |

  106. Pay versus Performance

    | (5) The peer group used to calculate Peer Group TSR in column (g) is our 2024 primary peer group as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement. TSR is based on the value of an initial fixed investment of $100 at the start of 2021 and is weighted for the market capitalization of each peer company in each applicable year. If the primary peer group from the 2023 Proxy Statement were used, the Peer Group TSR would be $137.92, $97.32, $123.52, and $167.84 for 2021, 2022, 2023, and 2024, respectively. |

  107. Pay versus Performance

    | (6) In addition to Relative TSR and Operating Income, Net Sales in column (i) represents the most important financial performance measure used to link Compensation Actually Paid to Company performance (the “Company Selected Measure” as defined in the Pay Versus Performance rules). |

  108. Pay versus Performance

    | 2025 Proxy Statement | 63 |

  109. Pay versus Performance

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  110. Relationship Between Compensation Actually Paid and our Total Shareholder Return

    Relationship Between Compensation Actually Paid and our Total Shareholder Return Long-term equity incentives represent a vast majority of our named executive officers’ total target compensation and our stock price performance, measured by TSR, is the key driver of Compensation Actually Paid. We also use Relative TSR as the key performance measure for our performance-based RSUs. In 2024, Apple’s TSR on an absolute basis was high, 33.72%, while the TSR of our 2024 primary peer group was 50.53%. Over the four-year period covered in the table, Apple’s TSR of 107.59% outpaced the TSR of the peer group of 98.69%. Apple’s Relative TSR measured against the members of the S&P 500 Index, the peer group we use for performance-based RSUs, was also strong, resulting in above-target payout for the performance-based RSUs granted in 2021 with the performance period ending in 2024. Further, the TSR relative to the currently outstanding performance-based RSUs (granted in 2022, 2023, and 2024) continues to trend towards target or above-target payouts due to strong TSR relative to the members of the S&P 500. This shows how Compensation Actually Paid to our named executive officers and TSR are tightly linked.

  111. Relationship Between Compensation Actually Paid and Net Income

    Relationship Between Compensation Actually Paid and Net Income Net Income is generally a key indicator of company profitability and, for Apple, can contribute to changes in our stock price, which, in turn, drives Compensation Actually Paid. There is no direct correlation between Net Income and Compensation Actually Paid from 2021 to 2024 as we do not use Net Income as a financial measure in our executive compensation program. Operating Income and Net Sales are the two financial performance measures for our Cash Incentive Plan.

  112. Relationship Between Compensation Actually Paid and Net Sales

    Relationship Between Compensation Actually Paid and Net Sales Net Sales is the financial measure, in addition to operating income, that the People and Compensation Committee has set for our Cash Incentive Plan. Net Sales and Operating Income are equally the most important financial metrics in determining Compensation Actually Paid behind Relative TSR. Similar to Operating Income, Net Sales have consistently increased year-over-year from 2021 to 2024, and the sustained strong performance led to above target or maximum bonus payouts in each of 2021, 2022, 2023 and 2024, which, in turn, increased Compensation Actually Paid to our named executive officers.

  113. CEO Pay Ratio—2024

    CEO Pay Ratio—2024 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. We identified a new median employee for 2024. We determined our median compensated employee by using base salary, bonuses, commissions, and grant date fair value of equity awards granted to employees in 2024 as our consistently applied compensation measure. We applied this measure to our global employee population as of September 28, 2024, the last day of our 2024 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 2024 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–2024, 2023, and 2022.” The 2024 annual total compensation of our CEO was $74,609,802, the 2024 annual total compensation of our median compensated employee was $114,738, and the ratio of these amounts is 650 to 1. The compensation included in the 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.

  114. CEO Pay Ratio—2024

    | 2025 Proxy Statement | 65 |

  115. CEO Pay Ratio—2024

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |

  116. Election of Directors

    Election of Directors The Board has nominated Wanda Austin, Tim Cook, 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 eight 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 director nominees 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, directors, and nominees. For more information on the director nominees, please see the section entitled “Directors” beginning on page 25.

  117. Election of Directors

    | | The Board recommends a 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. |

  118. Election of Directors

    | 2025 Proxy Statement | 68 |

  119. Election of Directors

    | Summary | Governance | Directors | Compensation | Proposals | Other Information |