Sue Wagner
AppleAbout Sue Wagner
Sue Wagner (age 63) has served on Apple’s Board since 2014. She is a co-founder of BlackRock, where she served as Vice Chair from 2006 until her retirement in July 2012, and previously held roles including Chief Operating Officer and Head of Corporate Strategy, leading alternative investments and international client businesses . Apple’s Board has determined that all directors other than the CEO are independent, so Wagner is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock, Inc. | Co-founder; Vice Chair; Chief Operating Officer; Head of Corporate Strategy; led alternative investments and international client businesses | Vice Chair Jan 2006–Jul 2012; retired Jul 2012 | Senior operating leadership; global strategy execution across regulated financial services |
External Roles
| Organization | Role | Tenure | Committee Roles / Notes |
|---|---|---|---|
| BlackRock, Inc. | Director | Current | Public company board service |
| Samsara Inc. | Director | Current | Public company board service |
| Swiss Re | Director | Within last five years | Prior public company board service |
| Color Health, Inc. (private) | Director | Current | Private health technology company |
Board Governance
- Committee assignments: Audit & Finance Committee member; Nominating & Corporate Governance Committee Chair .
- 2024 meeting cadence: Board met 5 times; each director attended ≥75% of Board and relevant committees; Audit Committee held 9 meetings; Nominating Committee held 4 meetings .
- Independence: All directors other than the CEO are independent; all committee members meet SEC/Nasdaq independence (Audit Committee also meets Rule 10A‑3) .
- Leadership structure and executive sessions: Board chair separate from CEO; all quarterly Board and committee meetings include executive sessions without management .
- Ownership policy: Directors must hold stock equal to 5× annual cash retainer within five years; Apple states all Non‑Employee Directors except the 2024 addition (Dr. Austin) currently meet guidelines .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly |
| Committee chair fee (Nominating) | $35,000 | Paid quarterly |
| Total cash | $135,000 | Sum of retainer + chair fee |
| Other compensation | $6,242 | Equipment program value and matching gifts program participation |
| Total compensation | $416,275 | Cash + equity + other (see performance section for equity) |
Performance Compensation
| Equity Component | Grant Details | Value/Quantity | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSUs | Granted at 2024 annual meeting | 1,516 RSUs; total grant date fair value $275,033; per RSU grant-date price $181.42 | Vests Feb 1, 2025, subject to continued service; dividend equivalents accrue and vest with RSUs | None (time-based vesting only; no options) |
Other Directorships & Interlocks
| Company | Interlock/Relationship | Governance Consideration |
|---|---|---|
| BlackRock, Inc. | Wagner is a current director; BlackRock beneficially owns ~6.94% of Apple’s outstanding shares (1,043,713,019 shares as of Dec 31, 2023) | Large shareholder–director interlock; Apple’s related-party policy assigns Audit Committee oversight of any related party transactions; Apple reports no director had a material interest in relationships during 2024 through the proxy date |
| Samsara Inc. | Wagner is a current director | No relationship with Apple disclosed in proxy |
| Swiss Re | Prior directorship | No relationship with Apple disclosed in proxy |
Expertise & Qualifications
- Extensive financial expertise and global operating experience from senior leadership in highly regulated financial services .
- Corporate governance and board leadership credentials; focus on risk management and strategy .
- As Nominating Committee Chair, oversees board composition, governance guidelines, and environmental/social oversight; leads annual Board self-evaluation framework with Chair involvement .
Equity Ownership
| Data Point | Value | Notes |
|---|---|---|
| Shares beneficially owned | 68,533 | Includes 1,516 RSUs vesting within 60 days of Jan 2, 2025 |
| RSUs vesting within 60 days | 1,516 | Annual Director Award vesting Feb 1, 2025 |
| Shares held by spouse | 6,042 | Included in beneficial ownership |
| Shares outstanding (Apple) | 15,037,874,000 | As of Jan 2, 2025 |
| Ownership as % of outstanding | ≈0.00046% | Calculated from 68,533 / 15,037,874,000 |
| Ownership guideline compliance | Yes (Company indicates all but Dr. Austin meet) | Directors must hold ≥5× cash retainer; Apple states current compliance (excluding the 2024 addition) |
| Hedging/pledging | Prohibited | Apple prohibits short sales, derivatives/hedging, and pledging by directors |
Compensation Mix and Alignment
| Component | Amount (USD) | Mix (%) |
|---|---|---|
| Cash (retainer + chair) | $135,000 | ≈32.4% |
| Equity (RSUs) | $275,033 | ≈66.1% |
| Other | $6,242 | ≈1.5% |
| Total | $416,275 | 100% |
- Mix computed from disclosed amounts; equity-heavy structure promotes alignment via annual RSUs and ownership guidelines .
Governance Assessment
- Effectiveness: Wagner’s dual role as Nominating Committee Chair and Audit Committee member positions her at the core of board refreshment, governance standards, ESG oversight, privacy/cyber oversight, and financial reporting risk, supporting investor confidence in board oversight breadth .
- Independence & attendance: Independent under Nasdaq rules; board and committee attendance met thresholds in 2024; quarterly executive sessions enhance independence from management .
- Alignment: Strong equity-based director pay and mandatory ownership guidelines; prohibitions on hedging/pledging further align interests with shareholders .
- Related-party/Conflicts: Apple reports no director had a material interest in relationships in 2024; Audit Committee oversees related-party policy. Monitor the BlackRock interlock given BlackRock’s significant holding in Apple, though no specific transactions are disclosed .
RED FLAGS to monitor:
- Large shareholder interlock (BlackRock) could raise perceived influence concerns; continue monitoring for any related-party transactions or governance disclosures impacting independence .
- No specific individual attendance rates disclosed beyond ≥75% threshold; maintain scrutiny of committee workloads (Audit: 9 meetings; Nominating: 4) relative to Wagner’s external commitments to ensure capacity .
Notes:
- Apple does not disclose director-specific meeting fees or options (Apple states it does not currently grant stock options to employees; director equity is in RSUs) .
- Deferred compensation plan eligibility exists for Non‑Employee Directors; none deferred compensation in 2024 .