Andrea Jung
AppleAbout Andrea Jung
Andrea Jung (66) is an independent director of Apple, serving since 2008; she is President and CEO of Grameen America LLC (since April 2014), and previously served as Executive Chairman (Apr–Dec 2012), Chairman (2001–2012), and CEO (1999–2012) at Avon Products, Inc. . She brings executive leadership, global business perspective, and extensive brand marketing and consumer products experience, with additional service on other corporate boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grameen America LLC | President & CEO; Director | Apr 2014–Present | Leads microfinance organization supporting women entrepreneurs |
| Avon Products, Inc. | Executive Chairman | Apr 2012–Dec 2012 | Oversight during leadership transition |
| Avon Products, Inc. | Chairman of the Board | Sep 2001–Apr 2012 | Board leadership across consumer products portfolio |
| Avon Products, Inc. | Chief Executive Officer | Nov 1999–Apr 2012 | Global operations, brand and marketing leadership |
| Avon Products, Inc. | Director | Jan 1998–Dec 2012 | Governance oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Unilever PLC | Director | Current | Public company board service |
| Wayfair Inc. | Director | Current | Public company board service |
| Unilever N.V. | Director | Within last five years | Prior public company board service |
| Rockefeller Capital Management | Board member | Current (private) | Financial services; private company role |
Board Governance
| Committee | Membership | Chair | 2024 Meetings | Key Responsibilities |
|---|---|---|---|---|
| People and Compensation Committee | Member | Andrea Jung | 4 | CEO and executive compensation; administer equity/incentive plans; director compensation recommendations; oversight of people and teams |
| Nominating and Corporate Governance Committee | Member | Sue Wagner | 4 | Board composition/refreshment; governance guidelines; ESG oversight; annual Board self-evaluation |
| Audit and Finance Committee | Not a member | Ron Sugar | 9 | Financial reporting; auditor oversight; internal controls; ERM; privacy & data security |
- Independence: The Board determined all members other than Mr. Cook are independent under Nasdaq rules; all committee members are independent, and Audit members meet Rule 10A-3 criteria .
- Attendance: The Board met five times in 2024; each director attended or participated in at least 75% of aggregate Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Chair and CEO roles are separated; independent Chair drives accountability at Board level .
- Executive sessions: All quarterly Board and committee meetings include executive sessions without management .
- Stock ownership guidelines: Non-employee directors must reach ownership equal to 5x annual cash retainer within five years; all current non-employee directors except Dr. Austin meet the guideline .
- Time commitment policy: Annual review of directors’ outside commitments; in 2024 the Nominating Committee concluded no director had commitments preventing proper discharge of duties .
Fixed Compensation
| Component | Amount | 2024 Detail |
|---|---|---|
| Annual cash retainer (Director) | $100,000 | Paid quarterly |
| Committee chair cash retainer (People & Comp) | $40,000 | Paid quarterly |
| Fees earned (Andrea Jung) | $140,000 | Sum of director + chair retainers |
| All other compensation (Andrea Jung) | $10,499 | Board equipment program and matching gifts benefits; per-table totals reported |
| Total (Andrea Jung) | $425,532 | Includes $275,033 stock awards (see next section) |
Program notes:
- Non-employee directors receive an annual cash retainer; Board Chair receives an additional $175,000; Audit Chair $45,000; Nominating Chair $35,000 .
- Equipment program: one of each new Apple product free on request; product discounts; eligibility for matching gifts program .
- Deferred Compensation Plan eligibility for directors; no director deferred compensation in 2024 .
Performance Compensation
| Metric | 2024 Grant | Terms |
|---|---|---|
| Annual Director RSUs | 1,516 RSUs | Granted at 2024 annual meeting; number derived by dividing $275,000 by grant-date closing price |
| Grant-date fair value | $275,033 | Per SEC FASB ASC 718; reflects $181.42 per RSU grant-date price |
| Vesting | Feb 1, 2025 | Subject to continued Board service through vesting date |
| Dividend equivalents | Credited | Dividend equivalents accrue and vest/pay only when underlying RSUs vest; same terms as RSUs |
Notes: Apple’s director equity awards are time-based RSUs (no performance conditions). Dividend equivalents are designed to treat RSU holders consistently with shareholders, subject to vesting .
Other Directorships & Interlocks
| Company | Relationship to Apple | Potential Interlock/Conflict Commentary |
|---|---|---|
| Unilever PLC | Unrelated consumer goods | No Apple-related conflict disclosed |
| Wayfair Inc. | Online retail | No Apple-related conflict disclosed |
| Unilever N.V. | Prior board | No Apple-related conflict disclosed |
| Rockefeller Capital Management | Private financial services | No Apple-related conflict disclosed |
- Related party policy: Audit Committee reviews any related-party transactions >$120,000; Apple stated it does not believe any director had a direct or indirect material interest in relationships during 2024 through the proxy date .
Expertise & Qualifications
- Executive leadership of a large international public company (Avon); extensive brand marketing and consumer products expertise; global business perspective; service on other boards .
- Compensation and people oversight experience as Chair of Apple’s People and Compensation Committee, including equity plan administration and human capital oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs vesting within 60 days | % Outstanding |
|---|---|---|---|
| Andrea Jung | 76,005 | 1,516 RSUs vesting Feb 1, 2025 | <1% (*) |
- Ownership guidelines: Andrea Jung meets the 5x cash retainer director ownership guideline; all non-employee directors except Dr. Austin currently meet the guideline .
- Hedging/pledging: Apple prohibits short sales, transactions in derivatives, hedging of Apple securities, and pledging of Apple securities by directors and executive officers .
Governance Assessment
- Committee leadership and engagement: As Chair of the People & Compensation Committee, Jung oversaw four meetings in 2024 and the CD&A/program design; the committee retained an independent consultant (Pay Governance) and reported on its review, indicating active governance of CEO/NEO pay and equity plan administration .
- Shareholder alignment signals: 2024 Say-on-Pay received 92% support, indicating strong investor confidence in compensation oversight during Jung’s chairmanship .
- Pay program rigor (committee design choices): CEO target equity increased to $50M with 75% performance-based RSUs (Relative TSR vs S&P 500 over 3 years; capped at 100% if negative TSR), and peer group positioning targeted at 80th–90th percentile given Apple’s size/scope—showing emphasis on long-term, performance-linked incentives .
- Attendance and independence: The Board confirmed independence of all directors except the CEO, and each director met ≥75% attendance; quarterly executive sessions without management enhance oversight quality .
- Conflicts and related-party exposure: Apple disclosed no director had a material interest in any relationships during 2024 through the proxy date; robust related-party review resides with the Audit Committee .
- Risk controls: Prohibitions on hedging/pledging by directors; majority voting for directors; stock ownership guidelines; and comprehensive governance framework support investor confidence .