Andrew Jassy

About Andrew Jassy

Andrew R. Jassy is President and CEO of Amazon (since July 2021) and a director of the Company; age 57, with deep operational and technology credentials from founding and leading AWS and holding multiple leadership roles since joining Amazon in 1997 . Amazon’s pay-versus-performance disclosure shows CEO Compensation Actually Paid tracking TSR: ≈$92.4M in 2024 when TSR rose ~45%, and −$148M in 2022 when TSR declined ~50% . Under his tenure, Company revenues increased from $469.8B in FY2021 to $638.0B in FY2024, and EBITDA rose from $59.3B to $120.5B, reflecting improvement in fundamentals; values marked with an asterisk are from S&P Global and converted to USD using SPGI methodology. Revenues citations are provided; EBITDA values are marked with an asterisk and S&P Global disclaimer .

Amazon top-line and EBITDA trend (FY)

Values marked with * retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

Amazon does not operate an annual cash incentive plan for NEOs; compensation is base salary plus long-vesting RSUs and limited perquisites (primarily security) .

Performance Compensation

Amazon does not use discrete annual performance-conditioned metrics (e.g., revenue growth targets, EPS hurdles) for executive payouts; alignment is achieved via multi-year, back-end weighted RSU vesting and stock price performance assumptions .

Pay vs performance highlights for CEO:

• 2024: CAP ≈$92.4M with TSR up ~45%; change in fair value of unvested RSUs ≈$84.4M; vested RSUs fair value change ≈$6.4M .
• 2022: CAP ≈−$148M with TSR down ~50% (decline in unvested RSU value >$139M; vested RSUs value −$9.5M) .

Grants in 2024:

• No equity award granted to Mr. Jassy (consistent with 2021 CEO promotion award intended to cover years ahead) .

Stock vested in 2024:

Equity Ownership & Alignment

Upcoming vesting schedule (selected tranches):

Proxy notes that >80% of CEO’s 2021 RSU award vests in years 5–10 (2026–2031), creating long-dated alignment and potential periodic supply around scheduled vest dates .

Employment Terms

Board Governance

• Board leadership: Roles are separated—Jeff Bezos serves as Executive Chair; Jassy is CEO and director. Independent directors appoint a Lead Independent Director (Jamie S. Gorelick) to reinforce independent oversight .
• Committee service: Jassy is not a member of any Board committee; all Committees (Audit, Leadership Development and Compensation, Nominating & Corporate Governance, Security) are composed entirely of independent directors .
• Attendance and meetings: The Board met 5 times in 2024; all incumbent directors attended at least 75% of aggregate Board/committee meetings; committees met: Audit 6, LDCC 5, Nominating 4, Security 2 .
• Independence: Jassy is management (CEO) and therefore not independent; the proxy lists independent directors by name, excluding Jassy and Bezos .
• Director compensation: Jassy receives no additional compensation for director service beyond executive pay; Board members generally receive RSUs with 3-year vesting; grants vary by cycle .
• Governance signal: 2025 shareholder proposal seeks to codify permanent separation of Chair/CEO roles to avoid future recombination risk; current Board opposes mandating the policy but roles are currently separated .

Say-on-Pay & Compensation Committee Analysis

• 2024 say-on-pay support: 78% of votes cast supported NEO compensation .
• Compensation design: Simple structure—nominal base salary, periodic time-vested RSUs with long vesting, no annual cash incentive, no “above-target” share vesting, focus on realizable multi-year value .
• Peer benchmarking and consultants: LDCC reviewed survey data for peers (Alphabet, Apple, Cisco, Costco, Disney, Intel, Kroger, Meta, Microsoft, Netflix, Oracle, Salesforce, Target, UPS, Walmart); no compensation consultant engaged in 2024 .
• 2024 grants: No equity award to Jassy; routine periodic RSU awards to other NEOs with six-year vesting .

Compensation Structure Analysis

• Year-over-year mix: Cash remains nominal; equity dominates. No CEO grants since 2021 indicates confidence in long-dated alignment and reduces annual dilution/signal noise .
• Shift from options to RSUs: Company has used RSUs as primary vehicle since 2002; awards back-end weighted; reduces gaming risk and accentuates long-term focus .
• Guaranteed vs at-risk: No guaranteed bonuses; RSUs’ value fully at risk to stock price; vesting does not accelerate on termination/retirement .
• Metric rigor: No discrete short-term performance metrics; pay tracks TSR via fair value changes—both positive and negative (e.g., CAP −$148M in 2022) .

Director Compensation (for completeness)

Risks, Red Flags, and Trading Signals

• Insider selling pressure: CEO has predictable quarterly vest dates—Feb 21, May 21, Aug 21, Nov 21—49,680 shares scheduled each of May/Aug/Nov 2025; beginning May 2026, an additional 50,000 per quarter vests through Feb 2031, potentially increasing supply around those dates .
• No severance/CIC cash protections: Retention relies on long-dated RSUs and stock performance; equity forfeiture upon termination may deter departure but increases sensitivity to share price volatility .
• Hedging prohibited: Reduces misalignment; pledging policy not disclosed—monitor for future disclosures or Form 4/10b5-1 plans .
• Pay-for-performance alignment: CAP swings demonstrate high linkage to TSR; symmetrical downside mitigates windfall risk .

Equity Award Detail (CEO vesting cadence)

Additional Performance Context

Values marked with * retrieved from S&P Global.

Investment Implications

• Strong alignment but heavy vesting runway: Multi-year, back-end weighted RSUs align Jassy’s realized pay with TSR; >80% of CEO grant vests 2026–2031, implying recurring quarterly vest supply beginning May 2026—watch 10b5‑1 activity and volume around vest dates for potential selling pressure or liquidity impacts .
• Governance quality and independence safeguards: Separation of Chair/CEO roles and appointment of a Lead Independent Director mitigate dual-role risks; however, the absence of a codified policy to keep roles separate introduces potential future governance uncertainty (see 2025 shareholder proposal) .
• Retention dynamics: No severance/retirement benefits and forfeiture on termination increase reliance on stock performance for retention; long-term design has historically supported talent retention through volatility, but it heightens sensitivity to drawdowns .
• Pay-for-performance credibility: CAP disclosures demonstrate symmetric alignment to shareholder returns; lack of cash incentives and no “above-target” equity payouts reduce manipulation risk and enhance transparency .

Notes:
- All document-based claims are cited to Amazon’s 2025 DEF 14A and specified sections.
- Financial values with * are retrieved from S&P Global.