Kate Adams
AppleAbout Kate Adams
Kate Adams, 60, is Senior Vice President, General Counsel and Secretary at Apple, overseeing all legal matters including corporate governance, IP, litigation, compliance, global security, and privacy; she joined Apple in November 2017 after serving as General Counsel at Honeywell International and as a partner at Sidley Austin LLP . As General Counsel, she chairs Apple’s Privacy Steering Committee and is responsible for implementing Apple’s human rights policy, reflecting her central role in governance, privacy, and regulatory oversight . Apple delivered 2024 net sales of $391.0B (+2% YoY) and operating income of $123.2B (+8% YoY), supporting maximum annual cash incentive payouts for named executive officers; Apple’s Relative TSR for the 2020–2023 performance period ranked at the 70.77th percentile, driving above-target vesting of performance RSUs historically .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Honeywell International Inc. | General Counsel | Sep 2008–Nov 2017 | Led legal function for a diversified technology and manufacturing company . |
| Sidley Austin LLP | Partner | Prior to 2003 | Senior legal practice experience before joining Honeywell . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $1,000,000 | $1,000,000 | $1,000,000 |
| Non-Equity Incentive Plan Compensation ($) | $4,000,000 | $3,571,150 | $4,000,000 |
| All Other Compensation ($) | $15,208 | $46,914 | $22,182 |
| Total ($) | $27,147,223 | $26,941,705 | $27,179,257 |
- 2024 cash incentive target remained 200% of base salary ($2,000,000); threshold 50% of target, maximum 200% of target per measure (net sales, operating income) .
- Apple exceeded maximum goals in 2024 net sales ($391.0B) and operating income ($123.2B), resulting in 200% of total target payout for each NEO; values-based modifier (±10%) was not applied .
Performance Compensation
Cash Incentive Plan – 2024 Design and Outcome
| Metric | Weighting | Target Definition | 2024 Actual | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Net Sales | 50% of cash plan | 100% of base salary for this measure; threshold 50%, max 200% | $391.0B (+2% YoY) | 200% of target (maximum) | Cash, N/A |
| Operating Income | 50% of cash plan | 100% of base salary for this measure; threshold 50%, max 200% | $123.2B (+8% YoY) | 200% of target (maximum) | Cash, N/A |
| Values/Community Modifier | ±10% | Committee discretion post-financials | Not applied | No change to max payout | N/A |
Long-Term Equity Awards – 2024 Grants (Award mix: 50% performance RSUs, 50% time RSUs)
| Component | Grant Date | Metric | Target | Threshold | Maximum | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| Performance RSUs | Oct 1, 2023 | Relative TSR vs S&P 500; target at 55th percentile; 25th=25% payout; 85th=200%; negative TSR cap at 100% | 58,408 RSUs | 14,602 RSUs | 116,816 RSUs | Oct 1, 2026, subject to performance | $12,157,041 |
| Time RSUs | Oct 1, 2023 | Service (retention) | 58,408 RSUs | N/A | N/A | Three equal annual installments, first vest Apr 1, 2026 | $10,000,034 |
Historical Performance RSU Vesting
| Vest Date | Grant Date | Target RSUs | Payout % | Shares Vested |
|---|---|---|---|---|
| Oct 1, 2023 | Sep 27, 2020 | 89,000 target for Apple’s CEO noted elsewhere; for Kate Adams, total vested 136,268 RSUs representing 153% of target | 153% | 136,268 |
| Oct 1, 2024 | Sep 26, 2021 | 68,065 target (Kate) | 187% | 127,282 |
Equity Ownership & Alignment
Outstanding Equity Awards (as of Sep 28, 2024)
| Grant Date | Unvested Time RSUs (#) | Market Value ($) | Unearned Perf RSUs (Target #) | Market/Payout Value ($) |
|---|---|---|---|---|
| Sep 27, 2020 | 29,688; scheduled to vest Apr 1, 2025 | $6,762,630 | — | — |
| Sep 26, 2021 | 45,376; remaining vests in two annual installments commencing Apr 1, 2025 | $10,336,199 | 68,065; 187% vested Oct 1, 2024 | $15,504,526 (market/payout value at FY close) |
| Sep 25, 2022 | 66,477 (time) | $15,142,796 | 66,477 (perf target); vest Oct 1, 2025 subject to performance | $15,142,796 |
| Oct 1, 2023 | 58,408 (time) | $13,304,758 | 58,408 (perf target); vest Oct 1, 2026 subject to performance | $13,304,758 |
- 2024 Stock Vested: Kate Adams vested 249,577 shares with realized value of $43,351,279 including $754,906 in dividend equivalents .
- Stock Ownership Guidelines: Executive officers must hold shares equal to 3x base salary within five years; each 2024 NEO currently exceeds these guidelines .
- Hedging/Pledging: Apple prohibits hedging, short sales, derivatives, and pledging by directors and executive officers .
- Options: Apple does not currently grant stock options to employees; equity is delivered via RSUs .
Deferred Compensation
| Item | Kate Adams |
|---|---|
| 2024 Executive Contributions ($) | $1,785,575 (deferred portion of 2023 cash incentive) |
| Aggregate Earnings ($) | $1,989,941 |
| Aggregate Balance ($) | $10,870,935; includes $9,089,225 reported in prior years |
| Plan Overview | Unfunded, unsecured; up to 90% bonus and 50% salary deferrable; diversified notional investment menu; returns ranged 0.46%–43.10% in 2024 . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment status | At-will; no employment contracts for named executive officers . |
| Severance | No guaranteed cash severance; equity acceleration only upon death or disability (and limited retirement terms for CEO); no change-of-control acceleration . |
| Change-of-control | No payments or excise tax gross-ups; awards do not accelerate due to change-of-control . |
| Clawbacks | Mandatory recovery policy per Section 10D-1 and Nasdaq; discretionary recoupment policy for misconduct, confidentiality breach, fraud, etc., covering cash and equity . |
| Post-termination equity (other NEOs) | Time RSUs: partial acceleration on disability, full on death; Performance RSUs: partial service waiver; shares determined at period end and prorated by employment length . |
| Insider trading policy | Applies to all personnel; filed as Exhibit 19.1 to 2024 Form 10-K; designed to promote compliance with insider trading laws . |
| Privacy/Human rights oversight | General Counsel chairs Privacy Steering Committee; responsible for implementing Apple’s human rights policy with Board oversight . |
Investment Implications
- Alignment: Adams’ pay is predominantly performance- and equity-based with long-duration RSU vesting, tightly linking realized value to Apple’s TSR and retention, while prohibitions on hedging/pledging strengthen alignment with shareholders .
- Retention: Significant unvested RSUs across 2022–2023 grants and multi-year vest horizons (first tranche April 2026 for 2023 time RSUs) suggest low near-term attrition incentive, reinforcing stability in legal and privacy governance during AI expansion .
- Selling pressure: 2024 vesting of 249,577 shares indicates ongoing liquidity events common to Apple’s RSU structure; however, no options, strict trading policies, and ownership guidelines mitigate opportunistic selling risks .
- Governance and risk: No change-of-control benefits, robust clawbacks, and General Counsel’s leadership in privacy and human rights oversight reduce governance red flags and execution risk in high-scrutiny areas (AI, data privacy) .
- Pay-for-performance: Maximum 2024 cash incentive payouts were driven by net sales and operating income outperformance, and historical above-target performance RSU vesting illustrates programmatic linkage to shareholder returns .