BOARDOFDIRECTORSINFORMATION Corporate Governance BoardLeadership TheBoardisresponsible for the control and direction of the Company. The Board represents the shareholders and its primary purpose is to build long-term shareholder value. The Chair of the Board is selected by the Board, and Jeff Bezos, our founder, currently serves as Executive Chair. The Board believes that this leadership structure is appropriate given Mr. Bezos’s role in founding Amazon and his significant ownership stake. The Board believes that this leadership structure improves the Board’s ability to focus on key policy and operational issues and helps the Company operate in the long-term interests of shareholders. In addition, the independent directors on the Board have appointed a lead director from the Board’s independent directors, currently Jonathan J. Rubinstein, in order to promote independent leadership of the Board. Theleaddirector presides over the executive sessions of the independent directors, chairs Board meetings in the Chair’s absence, works with management and the independent directors to approve agendas, schedules, information, and materials for Board meetings, and is available to engage directly with major shareholders where appropriate. In addition, the lead director confers from time to time with the Chair of the Board and the independent directors and reviews, as appropriate, theannualscheduleofregularBoardmeetingsandmajorBoardmeetingagendatopics.Theguidanceanddirectionprovided bytheleaddirector reinforce the Board’s independent oversight of management and contribute to communication amongmembersoftheBoard. Director Independence TheBoardhasdeterminedthatthefollowingdirectors are independent as defined by Nasdaq rules: Gen. Alexander, Ms.Cooper,Ms.Gorelick,Mr.Huttenlocher,Ms.McGrath,Mrs.Nooyi,Mr.Rubinstein,Ms.Stonesifer,andMr.Weeks.Inaddition, the Board determined that Rosalind G. Brewer and Mr. Ryder, who served as directors until February 16, 2021 and December 31, 2021, respectively, were independent during the time they served as directors. In assessing directors’ independence, the Board took into account certain transactions, relationships, and arrangements involving some of the directors and concluded that such transactions, relationships, and arrangements did not impair the independence of the director. For Gen. Alexander, the Board considered payments in the past three years in the ordinary course of business from IronNet to Amazon for AWS services, which were under standard, arms-length terms and were not significant to the Company.ForMs.BrewerandMr.Weeks,theBoardconsideredpaymentsinthepastthreeyearsintheordinarycourseof business from the Company to Starbucks Corporation and Corning Incorporated, respectively, or their affiliates. All such paymentswerenotsignificant for any of these companies. For Mr. Ryder, the Board considered that his son-in-law has been employedwithAmazonsince2008inanon-officerandnon-strategicposition, as disclosed in “Certain Relationships and Related Person Transactions.” Risk Oversight As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company.WhilethefullBoardhasoverall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, the Leadership Development and Compensation Committee, and the Nominating andCorporateGovernanceCommittee.TheAuditCommitteeisresponsibleforoverseeingmanagementofrisksrelatedto our financial statements and financial reporting process, business continuity, and operational risks, the qualifications, independence, and performance of our independent auditors, the performance of our internal audit function, legal and regulatorymatters,andourcompliancepoliciesandprocedures.TheLeadershipDevelopmentandCompensationCommittee is responsible for overseeing management of risks related to succession planning and compensation for our executive officers and our overall compensation program, including our equity-based compensation plans, as well as risks related to otherhumancapitalmanagementmatters,includingworkplacesafety,culture,diversity,discrimination,andharassment.The Nominating and Corporate Governance Committee is responsible for overseeing management of risks related to our environmental, sustainability, and corporate social responsibility practices, including risks related to our operations and our supplychain.ThefullBoardregularlyreviewsreportsfrommanagementonvariousaspectsofourbusiness,includingrelated risks and tactics and strategies for addressing them. At least annually, the Board reviews our CEO succession planning as described in our Board of Directors Guidelines on Significant Corporate Governance Issues. 10