Board Justification

We design our compensation programs to attract and retain the best talent, reinforce ownership, and emphasize performance and contribution to our long-term success. Our compensation programs support our passion for experimentation, invention, and long-term thinking. As a result, we avoid tying compensation to discrete, short-term performance goals, financial or otherwise, which could result in our executives focusing on limited and selective short-term objectives at the expense of building long-term shareholder value.

Board Justification

None of the named executive officers received an annual incentive or cash bonus in 2024.

Board Justification

Reflects the value of cash and/or shares of common stock we contributed to the named executive officer’s account in our 401(k) plan, Hart-Scott-Rodino Act filing fees ($105,000 for Mr. Jassy), and the approximate aggregate incremental cost to Amazon of security arrangements in addition to security arrangements provided at business facilities and for business travel ($1,119,989 for Mr. Jassy).

Board Justification

Our named executive officers’ realized compensation for 2024 was attributable primarily to vesting of restricted stock unit awards granted in prior years.