Brad Smith

About Brad D. Smith

Brad D. Smith (age 61) is an independent director of Amazon.com, Inc., serving since September 2023. He is President of Marshall University (since January 2022) and formerly served as Intuit’s President & CEO (2008–2018), Chairman (2016–2019), and Executive Chairman (2019–2022) . At Amazon, Smith sits on the Audit Committee and has been designated an SEC “Audit Committee Financial Expert” by the Board . The Board has determined he is independent under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Marshall University	President	Jan 2022–Present	University leadership; public stewardship
Intuit Inc.	Executive Chairman	Jan 2019–Jan 2022	Guided strategy/capital allocation; culture oversight
Intuit Inc.	Chairman of the Board	Jan 2016–Jan 2019	Board leadership
Intuit Inc.	President & CEO	Jan 2008–Dec 2018	Led transformation to global cloud financial platform
Intuit Inc.	Senior executive (prior)	Pre-2008	Built consumer/small-business services expertise

External Roles

Organization	Position	Tenure/Status	Notes
JPMorgan Chase & Co.	Director	Since Jan 2025 (current)	Added in 2025
Humana Inc.	Director	Since Sep 2022 (not standing for re-election at 2025 AGM)	Health care sector exposure
Nordstrom, Inc.	Director	Jan 2013–May 2022	Retail governance experience
Momentive Global Inc. (SVMK)	Director	May 2017–Feb 2022	SaaS/surveys exposure
Wing 2 Wing Foundation	Founder	Since 2019	Philanthropy in education/equality/entrepreneurship

Board Governance

Independence: The Board determined Smith is independent under Nasdaq rules .
Committee assignments: Audit Committee member; designated Audit Committee Financial Expert .
Attendance: In 2024, all incumbent directors attended at least 75% of Board/committee meetings; all directors then serving attended the 2024 AGM .
Meeting cadence (2024): Board 5 meetings; Audit 6 meetings .
Lead Independent Director context: Jamie S. Gorelick serves as Lead Independent Director .
Shareholder engagement: Independent directors (including committee chairs/lead director) engaged with holders representing >25% of shares since the beginning of 2024 .

Committee Overview and Activity (2024)

Committee	Role	Meetings	Oversight Focus (selected)
Audit	Member; Audit Committee Financial Expert	6	Financial reporting, internal audit, business continuity/operational risks, data privacy, political/lobbying reports, treasury/tax, auditor oversight, litigation/compliance
Board (overall)	Director	5	Strategy, risk, compliance, sustainability oversight; shareholder feedback reviews

Fixed Compensation

Component	Detail
Annual retainer (cash)	$0 (no cash compensation for Board or committee service)
Committee/meeting fees	$0 (no cash fees)
Equity structure	Restricted Stock Units (RSUs) only; 3-year vesting; directors typically granted once every ~3 years; awards sized to target 50th percentile ($355k/year based on value of vesting each year); not varied by committee service

RSU Grants to Brad D. Smith

Grant Date	Shares Granted	Vesting	Notes
Sep 13, 2023	7,815	1/3 on Nov 15, 2024; 1/3 on Nov 15, 2025; 1/3 on Nov 15, 2026	Designed to deliver ~$355k per year; time-based vest only

Reported Director Compensation (Grant-Date Fair Value)

Metric	2023	2024
Stock Awards ($)	1,116,939	— (no new grant)

Performance Compensation

Directors do not receive performance-based bonuses, options, or PSU metrics; compensation is solely time-vested RSUs. No performance metrics are applied to director pay .

Performance Metric	Applies to Brad D. Smith (Director)	Notes
Financial/operational targets (e.g., revenue, EBITDA, TSR)	No	Director compensation consists solely of time-vested RSUs; no performance conditions
Committee service modifiers	No	Awards not varied by committee service

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict
JPMorgan Chase & Co.	Director (since Jan 2025)	None disclosed in Amazon proxy; Board affirmed Smith’s independence
Humana Inc.	Director (since Sep 2022; not standing for re-election at 2025 AGM)	None disclosed; independence affirmed
Prior: Nordstrom; Momentive	Director (historical)	Historical roles; no current conflicts disclosed

Expertise & Qualifications

Board-designated Audit Committee Financial Expert .
Deep public-company leadership at Intuit, leading transformation to cloud financial platform; strengths in cloud computing, privacy, consumer/small business services, strategy, business transformation, and capital allocation .
Skills highlighted by Amazon: human capital management; global operations; public company executive; financial; risk management; community/stakeholder; public policy/geopolitics; emerging tech/innovation; retail/digital commerce; marketing/brand .

Equity Ownership

Item	Detail
Beneficial ownership	17,199 shares as of Feb 24, 2025; includes 583 shares with shared voting/investment power (disclaimed)
Percent of class	Less than 1% (asterisk in table)
Unvested RSUs	5,210 unvested RSUs as of Dec 31, 2024 (post first tranche vest from 2023 grant)
Ownership guidelines	Non-employee directors must hold Company shares equal to at least 3x the number of shares scheduled to vest annually under their most recent RSU award, to be achieved by the later of Jan 1, 2015, the fifth anniversary of initial election, and three years of vesting under the most recent award .

Analyst note: Smith’s 2023 grant vests 2,605 shares per year (7,815/3). The guideline’s 3x annual vesting share count implies a threshold of 7,815 shares; his beneficial ownership of 17,199 shares suggests strong alignment, though Amazon does not explicitly disclose individual compliance status or guideline counting methodology in the proxy .

Governance Assessment

Positives: Independent director; Audit Committee member and designated financial expert; robust relevant operating and technology credentials; Amazon’s director pay is entirely equity-based with multi-year vesting and no cash retainers, aligning director incentives with long-term shareholder value; directors generally engage with major holders, indicating responsiveness to investors .
Ownership alignment: Beneficial ownership of 17,199 shares and ongoing RSU vesting support skin-in-the-game; Amazon prohibits hedging/speculative transactions by directors .
Attendance/engagement: Met the 75%+ attendance threshold; Board met five times in 2024 and Audit met six times, with active oversight of financial and operational risk .
Watch items / RED FLAGS:
- Section 16(a) reporting: Amazon disclosed that Smith’s initial share ownership reported in 2023 was amended in 2024 to include additional shares that were not timely reported (procedural timeliness issue) .
- Time commitments: Multiple board roles (JPMorgan current; Humana through 2025 AGM) warrant ongoing monitoring for overboarding risk, though Amazon’s Nominating & Corporate Governance Committee annually evaluates compliance with board service limits .
- Related-party transactions: None disclosed for Smith; the Board affirmed his independence after considering relationships for several directors; no Smith-specific related party exposure noted .

Overall implication: Smith brings seasoned operating, transformation, and financial oversight experience that is additive to Audit Committee effectiveness. Compensation and ownership structures indicate alignment, with one noted Section 16 timeliness amendment. Continued monitoring of external board workload and any evolving interlocks is prudent, but current disclosures support investor confidence in his independence and governance contribution .