EXECUTIVECOMPENSATION • Mr. Jassy received a restricted stock unit award for 61,000 shares, which vests over 10 years from grant, from 2023 through 2031, with more than 80% of the shares scheduled to vest between 5 and 10 years after grant. Faced with the first CEO succession in the Company’s history, the Leadership Development and Compensation Committee determined it important to provide for clarity and stability through an award that is designed to establish a long-term owner’s perspective and encourage bold, long-term initiatives, in the same manner that Mr. Bezos’s shares as founder incentivized himtofocusonlong-term,expansivegrowth.Accordingly, this award is intended to represent most of Mr. Jassy’s compensation for the coming years. In making this grant, the Leadership Development and Compensation Committee reviewed realizable compensation data for Mr. Jassy currently and over the term of the award under various stock price performance assumptions, taking into account the vesting schedule of existing equity awards granted to him in previous years. The Committee also reviewed current year and three-year average reported market compensation survey data for large technology and general industry CEOs, similar one-time awards made upon the promotion of CEOs of other large technology companies, and current year and three-year average reported and realized compensation of CEOs of other large cap companies, including Alphabet, Apple, Meta, Microsoft, Salesforce, and Walmart. For example, the Committeerevieweddatashowingthattheaveragerealizedcompensationfrom2018through2020fortheCEOsof Alphabet, Apple, and Microsoft, and for the COO of Meta, ranged from $151 million a year to $220 million a year. After considering the foregoing information and Mr. Jassy’s past performance and critical role in leading the Company forward, andtofurther support his commitment to strategic long-term planning, the Committee approved Mr. Jassy’s special long-term restricted stock unit award. The Committee intends for this restricted stock unit award to serve as a long-term incentive for Mr. Jassy, and, accordingly, believes it should be viewed as compensation over the 10-year term and not solely as compensation for 2021. Thevesting schedule of Mr. Jassy’s restricted stock unit awards, including this and his previously granted awards, together withpotentialrealizablevaluesbasedontheclosingmarketpriceofourcommonstockonDecember31,2021($3,334.34), is shown below: $43M $41M r $38M $35M a 1500 $34M $33M $33M $33M $33M $33M e Y y 3500 b g 4750 n i t s 13001 e 12404 V 8750 s 10000 10000 10000 10000 e 9767 r a h 7050 S 5300 $8M 1234 2500 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 New Grant • Mr. Clark received a restricted stock unit award for 16,000 shares, which vests annually over four years, from 2022 through 2025. This award and an award for 4,000 shares that was granted in September 2020 and vests from 2023 through2027weremadeinrecognitionofMr.Clark’spromotiontoCEOWorldwideConsumer.Mr.Clark’s2021restricted stock unit award reflects further consideration of the levels of compensation appropriate for him, given the size and complexity of the operations he oversees, as well as the compensation of similarly situated senior executives at other companies. In making this grant, the Leadership Development and Compensation Committee reviewed realizable compensation data for Mr. Clark currently and over the term of the award under various stock price performance assumptions, taking into account the vesting schedule of existing equity awards granted to him in previous years. The Committeealsoreviewedcurrentyearandthree-yearaveragereportedmarketcompensationsurveydataforlargegeneral industry, retail industry, and transportation/logistics industry CEOs, many of whom oversee operations that do not have the geographic scope and are not as complex, profitable, or fast-growing as the operations managed by Mr. Clark, and current year and three-year average reported and realized compensation of CEOs of other large cap companies. For example, the Committee reviewed data showing that the average realized compensation from 2018 through 2020 for 2022ProxyStatement 93