Douglas Herrington
About Douglas Herrington
Douglas J. Herrington is CEO, Worldwide Amazon Stores, serving in this role since July 2022 and an Amazon executive since 2005 across Consumables and North America Consumer leadership roles; he is 58 years old . His remit spans global retail operations, fulfillment, logistics, and customer experience. Performance context: Amazon’s TSR rose approximately 45% in 2024, and the stock price increased ~137% over five years through 2024, so equity-heavy compensation strongly links realized pay to shareholder returns . The compensation committee cited increased Stores net sales from 2021–2023, fulfillment network regionalization driving fastest-ever Prime delivery speeds while lowering cost to serve, and expanded generative AI across Stores under his leadership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon.com, Inc. | Vice President, Consumables | 2005–2014 | Built and scaled Consumables category capabilities |
| Amazon.com, Inc. | Senior Vice President, Consumables | 2014 | Expanded category management and operations |
| Amazon.com, Inc. | Senior Vice President, North America Consumer | 2015–2022 | Led North America retail; scaled operations and customer experience |
| Amazon.com, Inc. | CEO, Worldwide Amazon Stores | 2022–present | Regionalized U.S. fulfillment, improved delivery speed and cost to serve, expanded generative AI in Stores |
External Roles
None disclosed in company filings; Amazon’s 10-K lists executive officers and roles without external directorships for Herrington .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $309,997 | $365,000 | $365,000 |
| All Other Compensation | $25,441 (includes security costs) | $29,231 | $21,435 (includes ~$14,535 security costs) |
| Annual Cash Bonus Paid | — | — | $0 (no annual incentive; none paid in 2024) |
Notes: Amazon reports no annual incentive/cash bonus for named executive officers in 2024; base salaries are intentionally modest relative to peers .
Performance Compensation
| Stock Awards (RSUs) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Grant-Date Fair Value (USD) | $42,880,341 | — (no periodic grant) | $33,807,522 |
| Shares Granted | — | — | 186,293 |
| Vesting Horizon | 5+ years (RSUs vest over multi-year schedules; realized pay tied to stock performance) | — | 6 years (through 2030) |
RSU vesting schedule (2024 grant of 186,293 shares):
| Vest Date | Shares |
|---|---|
| May 21, 2025 | 3,827 |
| Aug 21, 2025 | 3,827 |
| Nov 21, 2025 | 3,827 |
| Feb 21, 2026 | 3,827 |
| May 21, 2026 | 5,565 |
| Aug 21, 2026 | 5,565 |
| Nov 21, 2026 | 5,565 |
| Feb 21, 2027 | 5,564 |
| May 21, 2027 | 6,785 |
| Aug 21, 2027 | 6,784 |
| Nov 21, 2027 | 6,784 |
| Feb 21, 2028 | 6,784 |
| May 21, 2028 | 17,162 |
| Aug 21, 2028 | 17,162 |
| Nov 21, 2028 | 17,161 |
| Feb 21, 2029 | 17,161 |
| May 21, 2029 | 13,236 |
| Aug 21, 2029 | 13,236 |
| Nov 21, 2029 | 13,236 |
| Feb 21, 2030 | 13,235 |
Realized stock compensation (vested in 2024):
| Metric | FY 2024 |
|---|---|
| Shares Acquired on Vesting | 120,398 |
| Value Realized on Vesting (USD) | $21,992,827 |
Design features: No PSUs or options; periodic time-vested RSUs every other year, long vesting, no acceleration on termination/retirement; realized pay tracks TSR (e.g., 2024 TSR up ~45%) .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 24, 2025):
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 521,057 |
| Shares Outstanding | 10,608,335,720 |
| Ownership % of Outstanding | ~0.0049% (521,057 ÷ 10,608,335,720) |
Outstanding unvested equity (as of Dec 31, 2024):
| Metric | Value |
|---|---|
| Unvested RSUs (shares) | 455,722 |
| Market Value of Unvested RSUs (USD) | $99,980,850 (at $219.39 close) |
Additional alignment indicators:
- Hedging/derivative transactions prohibited for directors and executive officers .
- Stock ownership guidelines are robust for directors; executive ownership guidelines not disclosed in proxy .
- 10b5-1 trading plan: Adopted Nov 7, 2024 to sell up to 158,970 shares through Dec 31, 2025, subject to conditions .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment start at Amazon | Leadership roles since 2005 (VP Consumables) |
| Current role tenure | CEO Worldwide Amazon Stores since July 2022 |
| Contract term / auto-renewal | Not disclosed |
| Non-compete / non-solicit | Not disclosed |
| Severance | No contracts/arrangements providing additional benefits upon termination/change in job responsibility/change-in-control; unvested RSUs expire on termination (other than death provisions) |
| Death vesting | RSUs vest upon death to the extent scheduled within two years; for Herrington, death-eligible as of 12/31/2024: 221,009 shares; $48,487,165 |
| Change-in-control | If awards under 1997 Plan are not assumed/substituted, all outstanding awards accelerate to 100% vest immediately prior to transaction |
| Clawback | Company clawback permits recovery of equity and cash bonuses for fraud/intentional misconduct causing restatement; recovers incentive-based compensation upon required accounting restatement under SEC/Nasdaq rules |
| Insider trading plan | Rule 10b5-1 plan adopted Nov 7, 2024; up to 158,970 shares; ends Dec 31, 2025 |
Performance & Track Record
- Increased Worldwide Amazon Stores net sales from 2021–2023; regionalized U.S. fulfillment network to achieve fastest-ever Prime delivery speeds while lowering cost to serve; expanded generative AI/machine learning capabilities across Stores; continued workplace health and safety progress; focus on operating margin improvement .
- Realized compensation increased in 2024 vs. 2023 due to stock performance; vesting volume decreased ~24% YoY, illustrating pay sensitivity to TSR .
- Company TSR up ~45% in 2024; long-term stock appreciation cited in pay-versus-performance context (five-year ~137%) .
Compensation Committee Analysis
| Item | Details |
|---|---|
| Peer benchmarking (surveys reviewed) | Alphabet, Apple, Cisco, Costco, Disney, Intel, Kroger, Meta, Microsoft, Netflix, Oracle, Salesforce, Target, UPS, Walmart |
| Grant cadence & structure | Periodic every-other-year RSUs with 5+ year vest, no above-target payouts, focus on long-term shareholder value |
| Say-on-pay support | 78% approval at 2024 AGM |
Investment Implications
- Alignment: Heavy RSU mix, long-dated vesting, no annual bonus or PSUs ties realized compensation to TSR; expect higher realized pay in strong stock years and compressed pay in weak markets .
- Selling pressure: 10b5-1 plan authorizes up to 158,970 shares sold through year-end 2025; combined with quarterly vesting cadence, watch for incremental supply around scheduled vest dates (see vesting table) .
- Retention risk: Large unvested RSU balance ($100M) with >3-year tail on ~80% of 2024 grant suggests strong retention incentives; lack of severance arrangements reduces downside for shareholders in departure scenarios .
- Change-of-control: If awards are not assumed/substituted, full acceleration would occur immediately pre-transaction—consider this in M&A scenarios for dilution and executive liquidity .
- Governance signals: Anti-hedging policy and clawback provisions mitigate misalignment risk; committee uses broad peer benchmarking and maintains modest base salaries; say-on-pay support improving at 78% .
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