EXECUTIVECOMPENSATION CompensationProcesses OurGoalsandPhilosophy In his very first letter to shareholders in 1997, Jeff Bezos highlighted our belief that a fundamental measure of our success is the shareholder value we create over the long term. In that letter, he identified our compensation program as one of our fundamental managementapproachesthat, because of our emphasis on the long term, enables us to make decisions and weightradeoffsdifferently than other companies. To support these goals, we prioritize stock-based compensation that vests over many years and encourages motivated, customer-centric employees to think and act like owners, because they are owners. We believe this focus on the long term has produced strong results for our shareholders over the past 25 years. AswitheverythingwedoatAmazon,wehaveovertheyearsreviewedandre-evaluatedourexecutivecompensationprogram, taking into account views of our shareholders, including evaluating arrangements like annual bonuses and one-, two-, or three-year performance-vesting equity awards. Having considered other approaches, we remain committed to the structure of our executive compensation, emphasizing periodic grants of time-vested restricted stock units vesting over the long term, for three key reasons: • It focuses on the true long-term success of our business, not on isolated one-, two-, or three-year goals that encompass onlyalimitedandselectiveportionofourobjectivesandthatcanrewardexecutiveswithabove-targetpayoutsevenwhen the stock price remains flat or declines; • It perfectly aligns our executives’ compensation with the returns we deliver to shareholders; and • It works, having allowed us to: ✓attract and retain incredibly talented people who have guided our business through countless challenges; ✓developourbusinessinwaysthatwecouldnothaveconceivedafewyearsearlier,includinginitiatives that later becameAWS,Kindle,Alexa, and our robust third-party seller business; ✓makelong-termcommitmentstosustainabilityandotherenvironmental,social, and human capital initiatives and goals; and ✓deliver strong long-term returns to our shareholders. Werecognizethatourexecutive compensation program differs from the approach used by many companies, but we have carefully considered those alternatives and, based on how we run our business and what we have achieved, we see far more risks than potential benefits from changing an approach that has been so successful for our shareholders over the past 25years, simply to fit into a mold followed by other companies. OurApproachtoBroad-BasedCompensation Ourgoalofproviding competitive compensation arrangements to attract and retain the best talent applies throughout the Company. In the United States, we are a leader in providing our employees an average starting wage of more than $18perhour,morethandoublethefederalminimumwage.Inaddition,weprovidenumerousbenefitstoour employees, including comprehensive medical benefits, a 401(k) plan with a Company match, and up to 20 weeks of parental leave (birth parents are eligible for up to 20 weeks of leave and partners up to six). We also provide access to Amazon’sCareerChoiceprogram,inwhichwefundfullcollegetuition as well as high school diplomas, GEDs, and English as a Second Language proficiency certifications for our front-line employees, part of an expected investment of $1.2 billion in free skills training by 2025. We have created hundreds of thousands of jobs since 2020, increasing our total employees worldwide to more than 1.6 million. OurCompensationDesign Oursimpleexecutive compensation program has a number of unique features that reflect our goals and philosophy: • Wedonottiecashorequitycompensationtooneorafewdiscreteperformancegoals.Tohaveaculturethat relentlessly pursues invention and is focused on building shareholder value, not just for the current year, but five, ten, or eventwentyyearsfromnow,wemustencourageexperimentationandlong-termthinking.Bydefinition,thismeanswedo 2022ProxyStatement 89