AmazonScience/document-haystack

1Executive Compensation2Compensation Practices3A significant portion of executive compensation is at-risk and tied to Company performance. This helps align 4executive decision-making with the long-term interests of our shareowners. We also have a longstanding owner-5manager culture. Compensation practices that support these principles include:6• A balanced mix of cash and equity, providing a degree of financial certainty and appropriate incentives to 7retain and motivate executives;8• Performance incentive equity awards which vest over multiple years, furthering both retention and 9incentive goals;10• Multiple distinct goals for annual and long-term performance incentive awards, avoiding overemphasis on 11any one metric and mitigating excessive risk-taking;12• Long-term performance incentive awards with a three-year performance period;13• Stock option awards that vest over a five-year period and only provide value if our stock price increases;14• Clawback policy that applies to all of our executive officers;15• Incentive compensation plan awards require a “double trigger” — both a change in control and a 16termination of employment or a failure to continue, assume or substitute the award — to accelerate 17vesting; and18• No tax gross-ups on equity awards or golden parachute excise taxes.192023 Compensation Actions20Key 2023 compensation decisions affecting our executive officers included:21• Most total direct compensation was performance-based or considered “at risk” (93% for the CEO and 2286% for all other named executive officers (“NEOs”) as a group), page 34; 23• Base salary increases as a result of the annual salary review process and pay mix redesign, page 36; 24• Pay mix redesign to better align annual incentive pay with market practices, improve the competitiveness 25of base salaries and simplify compensation design, page 36;26•A  bifurcated performance period for the annual incentive awards in light of continued economic 27uncertainty and our then-labor uncertainty; beginning with the 2024 performance period, the Compensation 28and Human Capital Committee has returned to annual goal setting for annual incentive awards, page 37; 29• Annual incentive awards were earned and paid below target, page 37; and30• Previously granted 2021 Long-Term Incentive Performance (“LTIP”) awards, which had three-year 31performance goals ending in 2023, were earned and paid below target, page 40.32Say on Pay Vote 33We maintain executive compensation programs that support the long-term interests of our shareowners. We 34provide shareowners the opportunity to vote annually, on an advisory basis, to approve the compensation of our 35NEOs, as described in the Compensation Discussion and Analysis section and in the compensation tables and 36accompanying narrative disclosure in this Proxy Statement. For more information, see page 62. 37The board recommends you vote FOR the advisory vote to approve NEO compensation.38Ratify the Appointment of the Independent Registered Public Accounting Firm39The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as our independent 40registered public accounting firm for the year ending December 31, 2024. The board recommends you vote FOR 41the ratification of the appointment of Deloitte & Touche LLP. For more information, see page 65.42Shareowner Proposals43For the reasons described in this Proxy Statement, the board recommends you vote AGAINST the shareowner 44proposals. Information about these proposals starts on page 68.45 46947