Edith Cooper

About Edith W. Cooper

Edith W. Cooper (age 63) has served on Amazon’s Board since September 2021 and currently chairs the Leadership Development and Compensation Committee. She is co-founder of Medley Living, Inc. and formerly Executive Vice President, Global Head of Human Capital Management at Goldman Sachs, bringing deep human capital, financial, and risk management expertise to Amazon’s boardroom .

Past Roles

Organization	Role	Tenure	Committees/Impact
Goldman Sachs Group, Inc.	Executive Vice President, Global Head of Human Capital Management	Mar 2008 – Dec 2017	Led global HCM; previously led various client franchise businesses, informing board insights on capital markets and business strategy
Medley Living, Inc.	Co-Founder	Launched Sep 2020	Founder perspective on small/mid-sized businesses and scaling communities for personal/professional growth

External Roles

Organization	Role	Tenure	Notes
PepsiCo, Inc.	Director	Since Sep 2021	Current public company directorship
MSD Acquisition Corp.	Director	Mar 2021 – Mar 2023	Prior public company board
EQT AB	Director	Oct 2018 – Jun 2022	Prior public company board
Etsy, Inc.	Director	Apr 2018 – Sep 2021	Prior public company board
Slack Technologies, Inc.	Director	Jan 2018 – Jul 2021	Prior public company board
Museum of Modern Art	Trustee	Since 2017	Non-profit governance
Smithsonian NMAAHC (Museum Council)	Member	Since 2018	Non-profit governance
Mount Sinai Health Systems, Institute for Health Equity Research	Trustee	Since 2017	Non-profit governance

Board Governance

Independence: The Board determined Ms. Cooper is independent under Nasdaq rules .
Committee leadership: Chair, Leadership Development & Compensation Committee (members: Edith W. Cooper, Daniel P. Huttenlocher, Andrew Y. Ng) .
Attendance: In 2024, the Board held 5 meetings; all incumbent directors attended at least 75% of Board and committee meetings; all directors then serving attended the 2024 Annual Meeting .
Lead independent director: Jamie S. Gorelick serves as Lead Independent Director .
Policies: Robust director stock ownership guidelines and prohibition on hedging, speculative, and derivative transactions by directors .

Committee	2024 Meetings	Notes
Leadership Development & Compensation	5	Oversees executive compensation, succession, and human capital risks
Audit	6	Financial reporting, compliance, tax, political spending oversight
Nominating & Corporate Governance	4	Board composition/compensation; sustainability and governance oversight
Security	2	Cybersecurity and data protection oversight

Fixed Compensation

Component	Amount	Notes
Annual cash retainer	$0	Directors do not receive cash compensation; only reasonable expenses are reimbursed
Committee membership fees	$0	Awards have not varied based on committee service
Committee chair fees	$0	Awards have not varied based on committee service
Meeting fees	$0	No cash compensation; RSUs only

Performance Compensation

Grant Type	Grant Date	Shares Granted	Grant Date Fair Value ($)	Vesting Schedule	Design Target
RSUs (Director)	Sep 11, 2024	6,126	1,104,885	1/3 on Nov 15, 2025; 1/3 on Nov 15, 2026; 1/3 on Nov 15, 2027	Designed to provide ≈$355,000 per year (50th percentile vs peer director pay)

Structure: Amazon compensates directors solely with time-vested RSUs that vest over three years; directors typically receive awards once every three years; no portion vests until the year after grant; unvested portions are forfeited if a director departs before vesting .
Performance metrics: None disclosed for director equity; time-based vesting aligns compensation directly with shareholder returns via stock performance .

Other Directorships & Interlocks

Company	Relationship to Amazon	Observations
PepsiCo, Inc.	External public company	Ms. Cooper is a PepsiCo director; Amazon’s proxy does not disclose related-party transactions involving Ms. Cooper; Board affirmed her independence .
Prior boards (MSD Acquisition Corp., EQT AB, Etsy, Slack)	External public companies	No Amazon related-party disclosures tied to Ms. Cooper for these roles in the proxy .

Expertise & Qualifications

Human capital management: Nine years as EVP, Global Head of HCM at Goldman Sachs; strong oversight on workplace, culture, safety, diversity and inclusion—relevant to LDC mandate .
Financial and risk management: Prior leadership across client franchise businesses at Goldman; perspective on capital markets and strategy .
Stakeholder/community relations: Governance roles across leading institutions (MoMA, Smithsonian, Mount Sinai) .

Equity Ownership

Metric	Value
Beneficial ownership (as of Feb 24, 2025)	6,180 shares; percent of class “*” (less than 1%)
Unvested RSUs (as of Dec 31, 2024)	6,126
Shares outstanding (for context)	10,608,335,720 shares (as of Feb 24, 2025)
Hedging/derivatives	Prohibited by policy

Note: The proxy does not disclose pledging, options, or deferred compensation positions for directors; Amazon’s guidelines include clawbacks and director stock ownership requirements, but specific director-by-director compliance details are not provided in the proxy excerpts .

Governance Assessment

Strengths for investor confidence:
- Independent director and LDC Chair; active oversight of executive pay, succession, and human capital risks .
- Director pay is entirely equity-based (time-vested RSUs), with no cash retainers or meeting/chair fees—clear long-term alignment with shareholders .
- Attendance thresholds met; Board held 5 meetings and the LDC met 5 times in 2024; all incumbent directors attended ≥75% .
- 2024 say-on-pay support was 78%, indicating improving shareholder acceptance of compensation design overseen by the LDC .
- Policies: robust stock ownership guidelines and hedging prohibitions; clawbacks cited in governance documents .
Watchpoints:
- Compensation consulting: The LDC may engage independent consultants but did not do so in 2024, relying on management-prepared benchmarking and a survey by a firm hired by management; some investors prefer independent committee advisers to avoid perceived influence .
- Committee service: Awards not varied by committee service; while simpler, this does not explicitly reward additional workload/lead roles (e.g., LDC Chair), which some governance frameworks consider .
- Interlocks: Current directorship at PepsiCo; Amazon’s proxy identifies no related-party transactions affecting Ms. Cooper and affirms independence, but investors typically monitor cross-board relationships at major counterparties for potential optics risk; no specific conflicts disclosed for Ms. Cooper .

Compensation Committee Analysis

Topic	Detail
Committee composition	Edith W. Cooper (Chair), Daniel P. Huttenlocher, Andrew Y. Ng; all independent
Use of consultants	LDC did not engage compensation consultants in 2024; reviewed peer benchmarking and surveys prepared by management and by a consulting firm hired by management
Focus areas (2024)	Executive compensation design/effectiveness, succession planning, benefits and HR programs, workplace health/safety and DEI, shareholder feedback from 2024 say-on-pay

Related-Party Transactions & Conflicts

Independence assessment: Board specifically reviewed transactions/relationships for certain directors; Ms. Cooper’s independence was affirmed; no related-party transactions involving Ms. Cooper are disclosed in the proxy .
Policies: Code of Business Conduct and Ethics; Insider Trading Guidelines; clawbacks; governance documents available on IR site .

Say-on-Pay & Shareholder Feedback

Year	Say-on-Pay Support	Notes
2024	78%	Increasing support for NEO compensation structure overseen by LDC

RED FLAGS

None disclosed specifically for Ms. Cooper in the proxy: no related-party transactions, no hedging, attendance thresholds met .
Governance watchpoint: LDC reliance on management-prepared benchmarking without an independent consultant in 2024 may draw scrutiny from some shareholders focused on pay independence .