EXECUTIVECOMPENSATION 2021CompensationDecisions BaseSalaries Base salaries for named executive officers are designed to provide a minimum level of cash compensation and to be significantly less than those paid to senior leadership at similarly situated companies. Base salaries ranged from $81,840 for Mr. Bezos to $175,000 for Mr. Jassy. Mr. Clark’s salary was increased to $175,000 effective upon his becoming CEO Worldwide Consumer in January 2021, and Mr. Selipsky’s salary was set at $175,000 effective upon his joining Amazon as SVP, Amazon Web Services in May 2021. Due to Mr. Bezos’s substantial ownership in Amazon, Mr. Bezos requested not to receive additional compensation and has never received annual cash compensation in excess of his current amount. AnnualBonuses Noneofthenamedexecutiveofficersreceived an annual incentive or cash bonus in 2021. Stock-Based Compensation Asdiscussed above, the primary component of a named executive officer’s total compensation is stock-based compensation in order to closely tie total compensation to long-term shareholder value. Accordingly, named executive officers receive sizeable stock-based awards at the time of hire and are also eligible for stock-based awards in connection with promotions andonaperiodicbasis.Sincelate2002,wehaveusedrestrictedstockunitsasourprimarystock-basedcompensationvehicle. Webelievethatrestricted stock units align the long-term interests of named executive officers and shareholders and help efficiently manage overall shareholder dilution from stock awards. These restricted stock unit grants generally vest over a period of five years or more. Vesting does not accelerate as a result of termination of employment or retirement. The elements and terms of our executive compensation program during 2021 remained the same as in prior years. Because our compensation program is designed to reward long-term performance and operate over many years, named executive officers typically do not receive periodic stock-based awards every year. For example, each of our named executive officers other than Mr. Bezos and Mr. Selipsky received a periodic restricted stock unit award in 2020, with vesting over six or seven years, but did not receive one of these periodic grants in 2021 or in 2019. When we set our executives’ target compensation for these periodic grants, we assume a fixed annual increase in the stock price so that our executives’ compensationwillbenegativelyimpactedifourstockpriceisflatordeclines.Becauseannualtotalcompensationasreported in the Summary Compensation Table below includes the entire fair value as of the grant date of a stock award granted in that year, without regard to the fact that the grant vests over a number of years, a named executive officer’s total compensation as reported will be higher in years in which he or she receives a grant compared to years in which he or she does not receive a grant. In contrast, as discussed above, when approving new equity awards, the Leadership Development and Compensation Committee does not focus on the aggregate grant date fair value that is required to be reported in the SummaryCompensationTableunderSECrules,butinsteadevaluatestheannualvalueoftheawardsthatwillvestin future years under various stock price scenarios, taking into account the named executive officer’s cash compensation and the projected annual value of pre-existing stock-based compensation vesting in those subsequent years, if any. DuetoMr.Bezos’ssubstantialstockownership,hebelievesheisappropriatelyincentivizedandhisinterestsareappropriately aligned with shareholders’ interests. Accordingly, Mr. Bezos has never received any stock-based compensation from Amazon. Considerations for 2021 Equity Grants TheLeadership Development and Compensation Committee did not grant any routine, periodic restricted stock unit awards to our executive officers in 2021, but granted special awards in consideration of Messrs. Jassy and Clark’s promotions to President and CEO of Amazon and CEO Worldwide Consumer, respectively, and in connection with recruiting Mr. Selipsky toreturntoAmazontoserveasCEOAWS.Thegrantsmadeinconnectionwiththesepromotionsandnewhirearelargerthan the periodic awards the Company has granted in the past, reflecting a unique transition in our organization’s leadership. Relevant factors and considerations supporting each of these awards are addressed below. 92