Wanda Austin
AppleAbout Wanda Austin
Wanda M. Austin (age 70) is an independent director of Apple Inc., serving since 2024. She is the retired President and CEO of The Aerospace Corporation, a federally funded R&D center focused on the space enterprise; she is a Member of the National Academy of Engineering and co‑founder of MakingSpace, Inc. . Apple’s Board has determined all directors other than Tim Cook are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Aerospace Corporation | President & CEO | Jan 2008 – Oct 2016 | Led large R&D organization focused on space enterprise |
| University of Southern California | Interim President | 2018 – 2019 | Institutional leadership |
| President’s Council of Advisors on Science and Technology | Member | 2015 – 2017 | Federal science policy advisory |
| Defense Science Board | Member | 2009 – 2017 | Defense technology advisory |
| Defense Policy Board | Member | 2017 – 2019 | Defense policy advisory |
| NASA Advisory Council | Member | 2005 – 2007; 2014 – 2016 | NASA program oversight advisory |
| American Energy Innovation Council | Member | 2017 – present | Energy innovation advocacy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amgen Inc. | Director | Current | Public company board |
| Chevron Corporation | Director | Current | Public company board |
| Virgin Galactic Holdings, Inc. | Director | Within last five years | Prior public company board |
| National Academy of Engineering | Member | — | Technical distinction |
| MakingSpace, Inc. | Co‑founder | — | STEM leadership consultancy |
Board Governance
- Committee membership: Audit and Finance Committee (member; Chair: Ron Sugar). Audit met 9 times in 2024 and oversees financial reporting, internal controls, enterprise risk, privacy and data security, and treasury/finance .
- Independence: Independent under Nasdaq and SEC rules; all committee members are independent; Audit members meet Rule 10A‑3 independence criteria .
- Attendance: The Board met five times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board structure: Separate Chair and CEO; quarterly executive sessions at Board and committee meetings (no management present); annual self‑evaluations led by independent Chair .
- Oversight areas intersecting Austin’s expertise: privacy/cybersecurity (Audit oversight), AI oversight (Board, Audit assist on privacy‑related AI), environment/social governance (Nominating Committee; Board oversight) .
Fixed Compensation
| Component | Program Detail | 2024 Actual for Austin ($) |
|---|---|---|
| Annual cash retainer (Director) | $100,000; paid quarterly | $75,000 (elected at 2024 Annual Meeting) |
| Committee chair fee | Audit Chair $45,000; People & Comp Chair $40,000; Nominating Chair $35,000 (not applicable to Austin) | $0 |
| Board Chair fee | $175,000 (paid to Chair; not applicable to Austin) | $0 |
| Equipment/other programs | Eligible for Apple equipment program and matching gifts | $25,933 (products/matching gifts, incl. $10,000 matching gift) |
| Deferred compensation | Directors may defer cash; no director deferred in 2024 | $0 |
Performance Compensation
| Equity Type | Grant/Terms | Quantity/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSUs | Granted at Annual Meeting; 2024 award sized by dividing $275,000 by grant‑date close price ($181.42) | 1,516 RSUs; grant date fair value $275,033 | Vests Feb 1 following grant, subject to continued service | None for director equity; time‑based vesting only |
| Dividend equivalents | Credited on RSUs; vesting aligned to underlying RSUs | N/A | Same vesting as RSUs | N/A |
Note: Apple’s executive compensation program uses rigorous performance metrics (Net Sales, Operating Income, Relative TSR) for executives, but non‑employee director compensation is not tied to those metrics .
Other Directorships & Interlocks
| Apple Director | External Board Overlap | Interlock Note |
|---|---|---|
| Wanda Austin | Current: Amgen; Chevron | Active external roles with large-cap companies |
| Ron Sugar | Within last five years: Amgen; Chevron; Current: Uber | Historical overlap with Amgen and Chevron on Apple Board composition |
- Related‑party transactions: Apple states no director had a direct or indirect material interest in relationships during 2024 through proxy date; transactions are governed by robust related‑party policy with Audit Committee review .
- Hedging/pledging: Apple prohibits short sales, derivatives/hedging, and pledging of Apple securities by directors and officers .
Expertise & Qualifications
- Executive leadership of a major R&D organization; advanced technology and innovation expertise; environment, cybersecurity, and public policy experience; global business perspective .
- National Academy of Engineering Member; senior advisory roles across defense, space, and energy .
- Skill matrix contribution (Privacy & Security; Innovation & Technology; Public Policy & Government) supports Audit oversight remit .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Wanda Austin | 1,588 | * | Includes 1,516 RSUs scheduled to vest on Feb 1, 2025; beneficial ownership as of Jan 2, 2025 |
| Stock ownership guidelines | Directors must own ≥5× annual cash retainer within 5 years | — | As of proxy, all directors met guideline except Dr. Austin (joined in 2024) |
Apple shares outstanding: 15,037,874,000 as of Jan 2, 2025 .
Pledging prohibited; no pledging disclosed for directors .
Insider Trades (Section 16)
| Date | Filing | Transaction | Quantity | Post‑Transaction Holdings | Source |
|---|---|---|---|---|---|
| Feb 1, 2025 (filed Feb 4, 2025) | Form 4 | Annual Director RSU award/acquisition; each RSU = right to 1 common share at settlement | 1,516 | 1,588 | |
| Feb 27, 2025 | Form 4 | Additional Section 16 filing (administrative/update) | Not specified | Not specified | (AAPL Section 16 list showing Wanda M. Austin filings on Feb 27, 2025) |
Governance Assessment
- Board effectiveness: Austin adds deep advanced technology, cybersecurity, and public policy expertise to the Audit Committee, aligning with Apple’s oversight focus areas (privacy/data security; AI; enterprise risk) .
- Independence/attendance: Independent; Board and committee attendance thresholds met; quarterly executive sessions support robust oversight .
- Ownership alignment: High equity mix in director pay (annual RSUs) and 5× retainer ownership guideline within five years; hedging/pledging prohibited—alignment with shareholders strengthened .
- Conflicts/red flags: No related‑party transactions involving directors disclosed; no pledging; monitored interlocks (historical overlap with Amgen/Chevron via another Apple director) show network ties but no disclosed conflicts with Apple’s business .
- Investor confidence signals: Apple reports strong shareholder support for executive pay (92% Say‑on‑Pay approval in 2024), indicating broader governance program support; committee independence and risk oversight frameworks are robust .
Monitoring items: Continue to track Section 16 updates, committee workload (Audit met 9 times), and any evolving relationships with external boards (Amgen/Chevron) for potential information flow or regulatory considerations. Apple’s related‑party and privacy/AI governance disclosures currently mitigate conflict risk .