David Zapolsky

About David Zapolsky

David A. Zapolsky is Senior Vice President, Global Public Policy and General Counsel at Amazon, age 61 as of January 29, 2025. He joined Amazon in April 2002 and has served as Associate General Counsel for Litigation and Regulatory matters (2002–2012), Vice President & General Counsel (2012–2014), Senior Vice President & General Counsel (2014–2023), and Senior Vice President, Global Public Policy and General Counsel since May 2023; he also served as Corporate Secretary from September 2012 to January 2024 . During his current tenure, Amazon’s 2024 net sales grew 11% year over year to $637.96B and operating income rose to $68.59B from $36.85B in 2023, underscoring improved profitability and execution . The company notes that while 2024 net income increased significantly, stock price appreciation in 2024 was not proportionate, and it cites a general improvement in share price in 2024; precise TSR is not disclosed .

Past Roles

Organization	Role	Years	Strategic impact
Amazon	VP & Associate General Counsel (Litigation/Regulatory)	2002–2012	Led litigation and regulatory matters as Amazon scaled globally .
Amazon	VP & General Counsel	2012–2014	Elevated leadership of legal function .
Amazon	SVP & General Counsel	2014–2023	Oversaw global legal organization during major growth initiatives .
Amazon	SVP, Global Public Policy & General Counsel	May 2023–present	Directs global legal and public policy organizations; provides counsel on legal, regulatory, and policy issues .
Amazon	Secretary	Sep 2012–Jan 2024	Board governance/secretarial responsibilities during period of expansive operations .

External Roles

Not disclosed in current filings reviewed.

Fixed Compensation

Metric (USD)	2022	2023	2024
Base Salary	$313,750	$365,000	$365,000
Target/Actual Cash Bonus	None disclosed; no annual incentive program	None	None
All Other Compensation	$6,100	$6,600	$6,900
Total Reported Compensation	$18,181,043	$371,600	$25,717,606

Notes:

Amazon does not pay annual cash bonuses to named executive officers; compensation is primarily base salary plus periodic time-vested RSUs .

Performance Compensation

Incentive type	Grant date	Shares/Units	Grant-date fair value	Vesting	Performance metrics
RSU (periodic)	Apr 1, 2024	139,665	$25,345,706	Vests over 6 years through 2030; approx. 70% scheduled to vest after year three (2027–2030), assuming continued employment	None; time-vested. Amazon intentionally avoids discrete short-term performance goals .

Additional program design:

Executive pay emphasizes periodic time-vested RSUs with long vesting to align with long-term shareholder value and stock price appreciation; no “above-target” payout mechanics .
Say-on-Pay: 78% approval at 2024 annual meeting, reflecting investor support for the program .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (Feb 24, 2025)	49,950 shares; <1% of class .
Unvested RSUs at 12/31/2024	275,205 units; market value $60,377,225 at $219.39/share .
2024 stock vested	60,600 shares; value realized $11,032,256 .
Hedging/derivatives	Prohibited for executive officers under company policy .
Clawback	Policy to recover equity and cash bonuses for misconduct causing restatement and for incentive-based compensation in restatement scenarios under SEC/Nasdaq rules .
Ownership guidelines	Director guidelines disclosed; executive officer guidelines not specified in documents cited .
Pledging	No specific disclosure found for pledging by executive officers; hedging/derivatives prohibited .

Insider selling pressure indicators:

Long-dated vesting with heavy “back-end” allocation (approx. 70% of 2024 award after year three) moderates near-term supply; substantial unvested RSU balance creates ongoing scheduled vest events contingent on service .

Employment Terms

Provision	Terms
Employment status	At-will employment; no contracts providing severance or retirement benefits for named executive officers .
Termination (voluntary/involuntary)	Unvested RSUs expire upon termination for any reason other than death .
Death	For employees other than the CEO, RSUs vest to the extent otherwise scheduled within two years following death .
Change-in-control (1997 Plan)	If awards are not assumed/substituted in a qualifying “Corporate Transaction,” vesting accelerates 100% immediately prior to closing; if assumed, normal terms continue .
Non-compete / non-solicit / garden leave	Not disclosed in documents reviewed.
Perquisites	Company security perquisite is disclosed for certain executives; Zapolsky’s “all other compensation” level suggests primarily 401(k) contributions; no security cost noted for him in the footnote list .

Performance & Track Record

The Compensation Committee highlighted Zapolsky’s performance in managing Amazon’s global legal and public policy organizations, quality of counsel on legal/regulatory/policy issues, development of legal/compliance/public policy programs supporting Stores, AWS, other businesses, and Finance, and leadership in managing claims, litigation, reviews, and investigations—factors considered in his 2024 RSU grant .
Company operating context under his legal/public policy oversight: 2024 net sales rose to $637.96B (up 11% YoY) and operating income increased to $68.59B (from $36.85B in 2023) . The company notes improvement in stock price in 2024 though not proportional to the net income increase; no specific TSR metric disclosed .

Compensation Committee & Peer Benchmarking

The Leadership Development and Compensation Committee did not use an external consultant in 2024 but reviewed third-party surveys and peer benchmarking across large retail, internet, technology, and media companies (examples include Alphabet, Apple, Cisco, Costco, Disney, Intel, Kroger, Meta, Microsoft, Netflix, Oracle, Salesforce, Target, UPS, Walmart) .

Related Party Transactions and Red Flags

No executive-specific related party transactions disclosed for Zapolsky in the reviewed materials; company-level related party transactions primarily involved entities affiliated with Jeff Bezos (Blue Origin, The Washington Post) with Audit Committee oversight .
Program red flags mitigated by: no cash bonuses, no guaranteed severance/CIC payouts, long vesting RSUs, clawback, and anti-hedging policy .

Investment Implications

Pay-for-performance alignment: The absence of annual cash bonuses and use of long-vesting, time-based RSUs tie realizable pay to multi-year stock performance and tenure, reducing pressure for short-term financial engineering but limiting direct linkage to specific operational KPIs (a mixed signal for investors preferring formulaic PSU metrics) .
Retention and sell pressure: Significant unvested RSU balance (275,205 units) and back-end weighted vesting for the 2024 award (70% after year three) indicate strong retention hooks and staggered supply into the market; anti-hedging policy reduces misalignment risk .
Downside protections are limited: No severance, no retirement benefits, and forfeiture of unvested equity upon termination (other than death) create high at-risk equity exposure; CIC acceleration applies only if awards are not assumed/substituted, which moderates windfall risks .
Governance and shareholder sentiment: 78% Say-on-Pay support in 2024 and robust clawback/anti-hedging policies support governance quality; lack of executive performance-conditioned equity may remain a point of debate among certain investors .

Appendix: Amazon Company Performance Context (for tenure reference)

Metric	2023	2024
Net Sales (USD billions)	$574.79	$637.96
Operating Income (USD billions)	$36.85	$68.59

Sources

2025 Proxy (DEF 14A) – Executive compensation philosophy, Say-on-Pay, RSU grants, ownership, clawback/hedging, severance/CIC terms, and performance discussion .
2024 Form 10-K – Executive officer biographical data, age, roles/tenure; company-level financial performance .