Jamie Gorelick

About Jamie S. Gorelick

Jamie S. Gorelick, age 74, has served on Amazon’s board since February 2012 and is the Board’s Lead Independent Director. She is a partner at Wilmer Cutler Pickering Hale and Dorr LLP (WilmerHale) since July 2003 and is designated independent under Nasdaq rules. Core credentials include extensive U.S. government service (Deputy Attorney General; DoD General Counsel; Assistant to the Secretary of Energy), public policy expertise, and governance leadership, including service on other large-cap boards .

Past Roles

Organization	Role	Tenure	Committees/Impact
U.S. Department of Justice	Deputy Attorney General of the United States	Not disclosed	Senior leadership on law enforcement and policy
U.S. Department of Defense	General Counsel	Not disclosed	National security legal oversight
U.S. Department of Energy	Assistant to the Secretary of Energy	Not disclosed	Energy policy and governance
National Commission on Terrorist Threats Upon the United States	Commissioner (bipartisan)	Not disclosed	National security assessments

External Roles

Organization	Role	Tenure	Committee/Notes
WilmerHale	Partner	Since July 2003	Corporate governance, crisis management, regulatory counseling
VeriSign, Inc.	Director; Chair, Nominating & Governance Committee	Since Jan 2015	Current public board; committee leadership
United Technologies Corporation	Director	Feb 2000–Dec 2014	Prior public board
Schlumberger Limited	Director	Apr 2002–Jun 2010	Prior public board
Urban Institute	Chair (2014–2024); Director since 2004	2014–2024; Director since 2004	Leading U.S. policy research institute
Washington Legal Clinic for the Homeless	Founding supporter; former long-time board member	Not disclosed	Community advocacy
National Women’s Law Center	Board member	Not disclosed	Policy and advocacy

Board Governance

Independence: The Board determined Ms. Gorelick is independent under Nasdaq rules .
Lead Independent Director responsibilities: Presides over executive sessions; chairs meetings in Chair’s absence; helps approve agendas/schedules; engages directly with major shareholders as appropriate .
Committee assignments: Nominating & Corporate Governance Committee (member) .
Attendance and engagement: In 2024, the Board held 5 meetings; all incumbent directors attended at least 75% of the aggregate of Board and committee meetings on which they served and attended the 2024 Annual Meeting . The Nominating & Corporate Governance Committee met 4 times in 2024 . Lead independent director and other committee chairs participated in shareholder meetings covering >25% of stock .

Fixed Compensation

Component	Amount/Policy	Notes
Annual retainer (cash)	$0	Directors do not receive cash compensation; reasonable meeting expenses reimbursed
Committee membership fees	$0	No cash paid for committee service
Meeting fees	$0	No per-meeting fees
Expense reimbursement	Provided	Reasonable expenses for attending meetings reimbursed

Performance Compensation

Item	Detail	Notes
RSU compensation structure	Time-vested RSUs with three-year vesting (equal annual installments)	Director compensation consists solely of RSUs aligned to long-term value; not granted every year
2024 RSU grant (Gorelick)	None	No 2024 director grant to Ms. Gorelick; table shows $— stock awards in 2024
Unvested RSUs (12/31/2024)	8,031 units	Reported unvested RSUs as of year-end
Performance metrics tied to director comp	None	No discrete performance-vesting goals; time-based vesting only
Clawback provisions	Present in Board guidelines	Board guidelines include compensation clawbacks

Other Directorships & Interlocks

Company	Role	Committee Roles	Potential Interlocks/Conflicts
VeriSign, Inc.	Director	Chair, Nominating & Governance Committee	No Amazon-related transactions disclosed involving Ms. Gorelick
United Technologies Corporation (prior)	Director	Not disclosed	Prior role; no current interlock
Schlumberger Limited (prior)	Director	Not disclosed	Prior role; no current interlock

Related-party transactions disclosed in the proxy involved Amazon’s dealings with Blue Origin and The Washington Post entities, and a family relationship involving Amazon’s CFO; there are no related-person transactions disclosed involving Ms. Gorelick .

Expertise & Qualifications

Public policy & geopolitics, regulatory and compliance, crisis management, and workplace policy expertise .
Financial and governance acumen from service on large international public company boards and law firm leadership .
Community and stakeholder relations through extensive nonprofit leadership (Urban Institute, NWLC) .

Equity Ownership

Metric	Value	Notes
Total beneficial ownership (AMZN common)	56,018 shares (as of Feb 24, 2025)	Amazon had 10,608,335,720 shares outstanding; Ms. Gorelick’s holding is <1%
Ownership % of outstanding	<1%	As reported
Unvested RSUs (12/31/2024)	8,031 units	Director equity outstanding
Hedging/derivatives policy	Prohibited	Amazon prohibits hedging/speculative/derivative transactions by directors
Shares pledged as collateral	None disclosed	No pledging disclosed in beneficial ownership/related-party sections
Director stock ownership guidelines	Robust guidelines disclosed	Company highlights director stock ownership guidelines

Insider Trades

Date	Type	Shares	Price	Notes
—	—	—	—	Proxy states officers/directors timely filed Section 16(a) reports in 2024; no delinquent filings cited for Ms. Gorelick

Governance Assessment

Strengths: Lead Independent Director role with clear responsibilities enhances independent oversight and shareholder engagement; independence affirmed; strong attendance; committee service aligned with governance and sustainability oversight .
Alignment: Director pay entirely in long-vesting RSUs; no cash or meeting fees; robust ownership guidelines and hedging prohibitions support alignment with long-term shareholder value .
Conflicts/Red Flags: No related-party transactions involving Ms. Gorelick disclosed; no pledging disclosed; Section 16(a) compliance reported .