Daniel Huttenlocher

About Daniel Huttenlocher

Dr. Daniel P. Huttenlocher, age 66, has served on Amazon’s Board since September 2016. He is Dean of the MIT Schwarzman College of Computing (since August 2019) and an internationally recognized computer scientist with prior senior roles at Cornell Tech, Cornell University, and Xerox PARC; his expertise spans AI, robotics, and human capital, including co-authoring “The Age of AI: And Our Human Future.” He is an independent director under Nasdaq rules and brings deep emerging technology and human capital experience to Amazon’s board .

Past Roles

Organization	Role	Tenure	Committees/Impact
MIT Schwarzman College of Computing	Dean	Aug 2019–present	AI and emerging computing leadership; human capital insights
Cornell Tech (Cornell University)	Dean & Vice Provost	2012–Jul 2019	Built research, commercialization, graduate programs
Cornell University	Various positions	1988–2012	Academic leadership; technology research
Xerox Palo Alto Research Center (PARC)	Senior positions	Not disclosed	Computing innovation exposure

External Roles

Organization	Role	Tenure	Notes
Corning Incorporated	Director	Since Feb 2015	Current public company directorship
John D. & Catherine T. MacArthur Foundation	Board member; Chair	2010–2022; Chair 2018–2022	Non-profit governance; chair tenure

Board Governance

Independence: The Board determined Dr. Huttenlocher is independent under Nasdaq rules .
Committees: Member, Leadership Development & Compensation Committee; Member, Security Committee .
Committee chair roles: Not disclosed for him; the LD&C Committee is chaired by Edith W. Cooper .
Attendance: All incumbent directors attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting .
Meeting cadence (2024): Audit (6), Leadership Development & Compensation (5), Nominating & Corporate Governance (4), Security (2) .
Risk oversight alignment: Security Committee oversees cybersecurity, data protection, and incident response; LD&C oversees succession, executive compensation, and broader human capital risks .

Governance Item	Detail
Independence status	Independent (Nasdaq)
Board committees	LD&C; Security
Committee chairs	LD&C chaired by Edith W. Cooper
2024 meeting attendance	≥75% for all incumbents; annual meeting attended
2024 committee meetings	Audit 6; LD&C 5; Nominating 4; Security 2

Fixed Compensation

Component	Amount/Policy
Annual retainer (cash)	$0; directors do not receive cash compensation
Committee membership fees	$0
Committee chair fees	$0 (director compensation not varied by committee service)
Meeting fees	$0; reasonable expenses reimbursed

Performance Compensation

Structure: Directors receive restricted stock unit (RSU) awards only, typically once every three years; RSUs vest over three years; awards compensate for future performance and forfeit if the director leaves before vesting .
2024 design: Awards (to certain directors) targeted ~$355,000 in annual compensation at the 50th percentile of peer companies; vest in equal annual tranches over three years; awards not varied by committee service .
Dr. Huttenlocher 2024: No stock award reported for 2024; held 2,473 unvested RSUs as of December 31, 2024 .

Item	Details
Equity instrument	RSUs only; 3-year vest; periodic (≈every 3 years)
2024 RSU award (Huttenlocher)	$— (none in 2024)
Unvested RSUs (12/31/2024)	2,473
Program target (context)	~$355k annualized value at 50th percentile; vesting dates depend on grant; not varied by committee

Other Directorships & Interlocks

Company	Overlap/Interlock	Potential Exposure
Corning Incorporated	Huttenlocher is a director at Corning ; Amazon director Wendell P. Weeks also serves on Amazon’s Board; the Board considered and deemed ordinary-course payments to Corning not significant for independence (assessed for Mr. Weeks)	Ordinary-course payments to Corning not significant per Board; no impairment of independence noted

Note: The Board expressly reviewed ordinary-course payments to Corning when assessing independence of Wendell P. Weeks; while this does not directly assess Huttenlocher, the presence of Corning transactions indicates an interlock to monitor. The Board concluded such payments were not significant and did not impair independence .

Expertise & Qualifications

Emerging Technology & AI: Deep insight into artificial intelligence and robotics; co-author of “The Age of AI: And Our Human Future” .
Human Capital: University administrator experience informs Board’s oversight on culture, safety, ergonomics, and workforce development .
Risk Management & Stakeholder Relations: Experience at MIT/Cornell/PARC contributes to Board deliberations on technology opportunities and societal impacts .

Equity Ownership

Holder	Shares Beneficially Owned	Percent of Class	Notes
Daniel P. Huttenlocher	24,912	* (less than 1%)	As of Feb 24, 2025; 10,608,335,720 shares outstanding
Unvested RSUs (director)	2,473	—	As of Dec 31, 2024

Ownership alignment: Amazon has robust director stock ownership guidelines and prohibits hedging/speculative/derivative transactions by directors; guidelines are in Board Governance documents; anti-hedging policy is codified in trading policies .

Say-on-Pay & Shareholder Feedback (Context for LD&C Committee Work)

2024 say-on-pay support: 78% of votes cast supported NEO compensation .
Engagement: Board leadership (Lead Director/Chairs) engaged with shareholders owning more than 25% of stock; ongoing dialogue on compensation and ESG topics .

Compensation Committee Analysis

Composition: Edith W. Cooper (Chair), Daniel P. Huttenlocher, Andrew Y. Ng .
Consultants: The LD&C Committee did not engage compensation consultants in 2024; reviewed peer benchmarking and survey data prepared by management/third-party survey firm .
Peer companies referenced in benchmarking (examples): Alphabet, Apple, Cisco, Costco, Disney, Intel, Kroger, Meta, Microsoft, Netflix, Oracle, Salesforce, Target, UPS, Walmart .
Clawback: Company maintains a clawback policy for executives covering fraud/misconduct and accounting restatements; director-specific clawback not disclosed .

Director Election Results (Investor Confidence Signal)

Nominee	For	Against	Abstain	Broker Non-Votes
Daniel P. Huttenlocher	7,670,154,185	98,374,338	13,140,603	1,195,214,784

Governance Assessment

Strengths
- Independent director with relevant domain expertise in AI and emerging technologies; sits on Security Committee aligning oversight with expertise .
- No cash compensation; equity-only RSU structure with multi-year vesting promotes long-term alignment; awards not tailored to committee service, avoiding role-based pay inflation .
- Beneficial ownership present; unvested RSUs indicate ongoing alignment and retention incentive; anti-hedging policy and stock ownership guidelines support alignment .
- Positive shareholder support for re-election (7.67B “For” votes) and solid say-on-pay approval (78%) reinforcing board credibility .
- LD&C Committee demonstrates disciplined process (no consultants in 2024; peer benchmarking and active shareholder engagement) .
Monitoring Items
- Interlock via Corning: Huttenlocher is a Corning director; Amazon Board previously assessed ordinary-course payments to Corning as not significant in independence analysis (for Mr. Weeks). Continue monitoring transaction magnitude and any evolving related-party exposure .
- Director stock ownership guideline compliance status for Huttenlocher not disclosed; guidelines exist but individual compliance not provided in proxy .
Red Flags
- None disclosed specific to Huttenlocher: no hedging, pledging, loans, or related-party transactions noted; attendance threshold met; no cash or option repricing; no consultant conflicts highlighted for LD&C in 2024 .

Overall, Dr. Huttenlocher’s profile signals strong alignment with Amazon’s technology-driven strategy and governance discipline. His committee assignments (LD&C, Security) are well-matched to his expertise, and the equity-only director pay structure, attendance compliance, and shareholder support underpin investor confidence, with limited conflict risk given Board scrutiny of interlocks and transactions .