EXECUTIVECOMPENSATION CompensationDiscussion and Analysis Overview Wedesignourcompensationprogramstoattractandretainthebesttalent,reinforceownership,andemphasizeperformance andcontributiontoourlong-termsuccess.Asaresult,ourcompensationprogramsencourageexperimentation,innovation, andlong-termthinking, and we avoid tying compensation to a few discrete, short-term performance goals, financial or otherwise. Ourexecutives’ compensation is simple and generally has two basic components: • Amodestbasesalary;and • Periodic grants of time-vested restricted stock units subject to long-term vesting requirements that assume a fixed annual increase in the stock price so that compensation will be negatively impacted if our stock price is flat or declines. Wealsoprovidesecurity services to certain executives, some of which are reportable as perquisites, although we view all Company-incurred security costs as reasonable and necessary and for the Company’s benefit. As discussed below, in 2021, we granted special long-term restricted stock unit awards to Messrs. Jassy and Clark in connectionwiththeirpromotionstoPresidentandCEOofAmazonandCEOWorldwideConsumer,respectively,andgranted a new hire restricted stock unit award to Mr. Selipsky, our new CEO Amazon Web Services. CompensationBestPractices Whatwedo Whatwedon’tdo ✓ Alignexecutiveofficer and shareholder interests by ✘ Noseverancebenefitsoracceleratedvestingofequity compensating executives primarily with equity grants upontermination of employment or retirement that vest over many years ✘ Nowindfallorabove-targetpayoutsofequityawards ✓ Focusonrealizablecompensationbyassessingthe ✘ Noannualbonusesorannualincentiveawards potential annual value of equity awards vesting over the long term instead of the aggregate grant date ✘ Nosupplementalexecutiveretirementorother value reported in the Summary Compensation Table nonqualified deferred compensation plans ✓ Forperiodicgrants, assume a fixed annual increase in ✘ Nodiscretiontoadjustpayoutsorvestingofequity the stock price so that compensation will be negatively awards impacted if our stock price is flat or declines ✓ Providelimitedperquisites consisting of security arrangements ✓ Solicit feedback on our executive compensation through extensive shareholder engagement 88