EXECUTIVECOMPENSATION Thevesting schedule of Mr. Selipsky’s restricted stock unit award, which is the only one he holds, together with potential realizable values based on the closing market price of our common stock on December 31, 2021 ($3,334.34), is shown below: $20M r $17M $18M a e Y $14M y b g $11M n i t s e 6118 V 5320 s 5085 e r 4288 a h 3324 S $3M $0 774 0 2021 2022 2023 2024 2025 2026 2027 New Grant Thetotal number of restricted stock units granted to our named executive officers during the three-year period from 2019 to 2021 represented on average (i) 0.69% of the total number of restricted stock units granted to all employees during thesamethree-yearperiodand(ii)lessthan0.01%oftheweighted-averagenumberofsharesoutstandingforthesamethree- year period. OtherCompensationandBenefits Namedexecutiveofficers receive additional compensation in the form of vacation, medical, 401(k), relocation, and other benefits generally available to all of our employees. In addition, in light of our Company’s and our executives’ prominence, weprovide security for Messrs. Bezos, Jassy, Clark, and Selipsky, including security in addition to that provided at business facilities and during business-related travel. We believe that all Company-incurred security costs are reasonable and necessary and for the Company’s benefit. The Leadership Development and Compensation Committee periodically reviews the amount and nature of executive officers’ security expenses. Reportable security expenses are included in the “All Other Compensation” column of the Summary Compensation Table. Amazon’s policy is that it does not provide other perquisites or other personal benefits to our named executive officers. CompensationGovernance CompensationCommitteeProcess TheLeadership Development and Compensation Committee may engage compensation consultants but did not do so in 2021. In evaluating the compensation of our named executive officers in 2021, the Committee reviewed and discussed peer companycompensationbenchmarkinginformationfromthird-party surveys, including compensation data for retail, Internet,technology,andmediacompaniesincludingAlphabet,Apple,AT&T,BestBuy,Cisco,eBay,GeneralElectric,Honeywell, IBM, Intel, Meta, Microsoft, Oracle, Starbucks, Target, Walmart, and The Walt Disney Company. Restricted stock unit grant amounts and vesting for named executive officers are established by the Leadership Development andCompensationCommitteeafterreceivingrecommendationsfromtheSeniorVicePresident,PeopleeXperience and Technology,andtheCEO(for2021,Mr.BezospriortohistransitiontoExecutiveChair).Generally,theLeadershipDevelopment andCompensationCommitteeconsiderswhethertomakeperiodicgrantstoexecutiveofficers in connection with our annual performance and compensation review process, which normally occurs between January and April. The Leadership 2022ProxyStatement 95
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