EXECUTIVECOMPENSATION notknowinadvanceexactlywhatwillwork.Wedonotselectoneorafewdiscretegoalsthataddressone-,two-,orthree- year performance horizons because we do not want employees to focus on short-term returns or discrete criteria at the expenseoflong-termgrowthandconstantinnovationandreinvention.Instead,toalignourexecutiveswithlong-termvalue creation, we compensate them primarily with restricted stock unit awards that have long vesting periods, generally five years or more. Simply put, we could establish safe, short-term vesting conditions that constrain innovation and risk- taking(andthatcouldresultinabove-targetpayoutsevenwhenourstockpricedeclines)andfocusonthetreesratherthan the forest, but we believe our consistent focus on the long term has served our Company and our shareholders well since our founding. AWS, Kindle, Alexa, Fulfillment by Amazon, Marketplace, Prime Video, and The Climate Pledge might not exist today if our horizons were so limited. • Wefocusonlong-termshareholdervaluethatisrealizedbysharepriceappreciation.Whenwesetourexecutives’ target compensation for periodic grants, we assume a fixed annual increase in the stock price so that our executives’ compensationwillbenegativelyimpactedifourstockpriceisflatordeclines,andisfavorablyimpactedifthestockperforms beyondtheinitial stock price assumption. This encourages them to seek out, develop, and pursue initiatives that focus onserving our customers and other stakeholders, and to reflect a long-term view for thinking about our operations holistically and contributing to initiatives across the Company. • Weprovidelong-termvisibilityintocompensationopportunities.Webelievethatestablishing long-term compensation visibility for our executive team is an important way to foster an owner’s mindset from day one, and is also animportant way to encourage bold long-term decisions that will lead to innovation—decisions that may not be rewarded, and possibly even punished, in traditional incentive programs. We understand that our long vesting schedules, especially for our CEO, are unusual among public companies, and we believe this lends great strength to our program andhelpsmakeitamongthemostshareholderaligned.Simplyput,withthenumberofsharesvestingfromhisprevious stock awards and 2021 stock award declining by 23% from 2021 through 2025 and holding flat through 2030, unless wecreatevalue for all shareholders over the 10-year vesting period for his 2021 stock award, Mr. Jassy cannot increase, or even hold constant, the realized value of his 2021 stock award. • Wedonotprovideseverancebenefitsoracceleratevestingupontermination.Allofournamedexecutiveofficers are employed on an at-will basis. We do not maintain supplemental executive retirement or other nonqualified deferred compensation plans, cash severance programs, or change-in-control benefits for our executive officers (except for the limited situation that restricted stock units would vest if not assumed by an acquiror following a change in control and limited vesting of restricted stock units held by all employees other than the CEO upon death). If an executive terminates employmentorretires, all unvested equity is forfeited. • Wedonotmaintainexecutivecompensationplansotherthanourstockplan.Wegenerallydonotprovidecash bonuses other than in a new-hire context and do not have an annual incentive program. As a result, our executives’ compensation is easy for us to present to shareholders and easy for shareholders to understand and assess. There is no needforshareholders to be concerned with the selection or rigor of performance goals or to parse through overly complicated payout formulas and dense descriptions of complicated “total rewards” programs. Our executives’ compensation is tied to our shareholder returns, period. Because of these features, our executive compensation is highly transparent and completely aligned with shareholder value. We share the view expressed by the Council of Institutional Investors and others that tying stock and cash award payouts to a handful of discrete performance criteria is a major source of complexity and confusion in executive pay and resultsinexecutivecompensationarrangementsthataremoredifficulttovalueandmorevulnerabletoobfuscationthantime- vesting restricted stock units. For example, some of our peers consistently pay out performance-based awards at “above- target” levels (in some cases more than 200% of target, far beyond the level of stock price appreciation). At these companies, shareholders are not able to assess the relationship between the value of the awards at grant and how much executives mayrealize when the awards vest because shareholders cannot assess the difficulty of the performance criteria applicable to those awards. Had we set one-, two-, or three-year performance goals based on achieving strong financial performance or based on achieving discrete operational objectives such as interim goals under The Climate Pledge, we likely would have paid out far more in compensation (150%, 200%, or more) than we actually did. In contrast, we do not leverage or increase share awards to provide “above-target” or windfall payouts based on whether one or a few discrete goals were met, and the only way in which our executives can earn “above-target” compensation is to enhance our long-term share value, which benefits all shareholders. Webelievethatselecting a handful of discrete performance metrics is not the best way for a dynamic and growth-oriented companylikeAmazontoalignexecutivepaywithlong-termperformanceandshareholdervalue.Inourview,selecting a 90