Indra Nooyi

About Indra K. Nooyi

Indra K. Nooyi, age 69, has served on Amazon’s Board since February 2019 and is the Audit Committee Chair. A former CEO, President, and CFO of PepsiCo, she brings deep global operating, financial, and risk management expertise; the Board deems her independent under Nasdaq rules. She is designated an Audit Committee Financial Expert and currently also serves as a director of Royal Philips .

Past Roles

Organization	Role	Tenure	Committees/Impact
PepsiCo, Inc.	Chair of the Board	May 2007 – Feb 2019	Led governance and strategic oversight during portfolio transformation
PepsiCo, Inc.	Chief Executive Officer	Oct 2006 – Oct 2018	Architected “Performance with Purpose” integrating financial performance with human, environmental, and talent sustainability
PepsiCo, Inc.	President & Chief Financial Officer	2001 onward (elected to board 2001)	Financial planning, capital allocation, accounting, and corporate strategy leadership

External Roles

Organization	Role	Tenure	Notes
Royal Philips	Director	Since May 2021	Current public company directorship
Schlumberger Limited	Director	Apr 2015 – Apr 2020	Prior public company board
MIT School of Engineering	Dean’s Advisory Council Member	Since 2020	Technical and education advisory role
Partnership for Public Service	Director	Since 2019	Nonprofit governance
Memorial Sloan Kettering Cancer Center	Trustee	Since 2020	Nonprofit governance
National Gallery of Art	Trustee	Since 2021	Nonprofit governance

Board Governance

Independence: The Board determined Mrs. Nooyi is independent under Nasdaq rules .
Committee leadership: Audit Committee Chair; designated an Audit Committee Financial Expert .
Attendance: In 2024 there were 5 Board meetings; all incumbent directors attended at least 75% of Board/committee meetings, and all directors attended the 2024 Annual Meeting .
Committee activity: 2024 meeting counts—Audit (6), Leadership Development & Compensation (5), Nominating & Corporate Governance (4), Security (2) . Audit Committee recent focus areas included risk assessment (business continuity/operational), data privacy, political spending oversight, treasury/tax, financial reporting, internal audit, auditor reappointment, and regulatory compliance .
Board structure: Lead Independent Director (Jamie S. Gorelick) presides over executive sessions of independent directors and engages with major shareholders .

Fixed Compensation

Component	Amount/Policy	Source
Annual cash retainer	$0 (Amazon directors do not receive cash compensation)
Committee membership fees	$0 (no cash fees)
Committee chair fees	$0 (no cash fees)
Meeting fees	$0 (no cash fees)
Expense reimbursement	Reasonable expenses for attending meetings reimbursed

Amazon’s director compensation is equity-only via RSUs with three-year vesting; awards are typically made once every three years and are not varied based on specific committee service .

Performance Compensation

Grant Year	Grant Date	Award Type	Shares	Vesting Schedule	Designed Annual Value	Reported Grant-Date Fair Value
2019	Feb 25, 2019	RSU	549	3 equal annual installments on May 15, 2020/2021/2022	~$300,000 per year (50th percentile peer group)	$901,729 (stock awards table, 2019)
2022	Mar 9, 2022	RSU	6,360	3 equal annual installments on May 15, 2023/2024/2025	~$318,000 per year (50th percentile peer group)	$881,108 (stock awards table, 2022)
2024	—	RSU	—	No new grant to Nooyi disclosed for 2024	—	—

Unvested RSUs: 4,240 at 12/31/2023; 2,120 at 12/31/2024 (remaining installment from 2022 grant) .
Performance metrics: None disclosed for director equity; grants are time-vested RSUs designed for long-term alignment, with compensation level set against a peer group median; no option awards or cash bonuses .

Other Directorships & Interlocks

Company	Relationship to Amazon	Potential Interlock/Conflict	Disclosure
Royal Philips	Third-party company	No Amazon-related payments disclosed to Philips in independence review; Nooyi deemed independent
Schlumberger Limited (prior)	Third-party company	Prior directorship only; no current conflict disclosed

Independence assessments noted payments to The Washington Post entities (Stonesifer) and Corning (Weeks) but none involving Nooyi; Board concluded such transactions did not impair independence .

Expertise & Qualifications

Skills: Human capital management, global operations, public company executive, finance, risk management, community & stakeholder relations, public policy & geopolitics, retail & digital commerce, marketing/media/brand .
Audit Committee Financial Expert designation under SEC rules .
Strategic leadership: Architect of PepsiCo’s “Performance with Purpose” integrating sustainability and talent strategy with financial performance .

Equity Ownership

Holder	Shares Beneficially Owned	Percent of Class	Notes
Indra K. Nooyi	28,580	“*” (less than 1%)	As of Feb 24, 2025; Amazon outstanding shares: 10,608,335,720
Unvested RSUs (indicator)	2,120 (as of Dec 31, 2024)	n/a	Final installment of 2022 grant scheduled to vest May 15, 2025

Policy signals:

Stock ownership guidelines for directors are described in Board Guidelines; Amazon prohibits hedging, speculative, and derivative transactions by directors .
No pledging or related-party loans disclosed for Nooyi .

Governance Assessment

Strengths:
- Independence and audit leadership: Nooyi is independent, Audit Chair, and an Audit Committee Financial Expert—supporting robust oversight of financial reporting, controls, and compliance .
- Alignment: Equity-only director compensation, long vesting, and periodic grants align her pay with long-term shareholder value; no cash retainers or meeting fees reduce pay-for-presence concerns .
- Engagement and attendance: Board met five times in 2024; all directors met at least the 75% participation threshold and attended the annual meeting; Audit Committee active across key risk areas .
- Ownership: Beneficial ownership indicates skin-in-the-game, with ongoing RSU vesting; guidelines and anti-hedging policies further align director interests .
Watch items:
- External board service: Current Royal Philips directorship requires monitoring for any Amazon-Philips commercial ties; none disclosed and independence affirmed, but vigilance warranted .
- Compensation cadence: No director award in 2024 for Nooyi; while periodic grants support alignment, assessing whether award timing maintains competitive compensation versus peer group remains relevant (peer group target: 50th percentile) .
Shareholder sentiment context:
- Advisory vote on executive compensation received 78% support in 2024 and 6,059,926,829 votes “For” in 2025, indicating continued broad support for pay practices overseen by Board committees .

Director Compensation (Recent Reported Values)

Year	Stock Awards (Grant-Date Fair Value)
2019	$901,729
2020	— (no grant)
2022	$881,108
2023	— (no grant)
2024	— (no grant)

Policy & Controls Snapshot

Clawbacks: Board Guidelines include compensation clawbacks .
Board leadership: Executive Chair (Bezos) with Lead Independent Director structure and executive sessions to reinforce independent oversight .
Risk oversight: Audit (financial/reporting/compliance), LD&C (human capital and compensation, safety/diversity oversight), Nominating & Governance (ESG/human rights), Security (cyber/data protection) .

No related-party transactions, tax gross-ups, option repricing, loans, or hedging/pledging by directors are disclosed for Nooyi; attendance and independence indicators are positive. Overall, Nooyi’s audit leadership and long-term equity alignment are supportive of investor confidence in board effectiveness .