Jonathan Rubinstein

About Jonathan Rubinstein

Jonathan J. Rubinstein (age 68) is an independent director of Amazon.com, Inc., serving since December 2010, and currently chairs the Nominating and Corporate Governance Committee and sits on the Security Committee . He brings deep technology operating expertise from executive roles at Apple, Palm, and Hewlett-Packard and brief co-CEO tenure at Bridgewater Associates, with relevance to Amazon’s devices, consumer electronics, operations, and financial oversight . As a member of committees comprised entirely of directors meeting Nasdaq independence standards, he is considered independent under applicable rules . As of February 24, 2025, he beneficially owned 88,203 Amazon shares (percent of class indicated as “*”, i.e., less than 1%) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Bridgewater Associates, LP	Co-Chief Executive Officer	May 2016–April 2017	Executive leadership; exposure to operations and financial oversight
Hewlett-Packard Company	SVP, Product Innovation (Personal Systems Group)	July 2011–January 2012	Oversaw product design/development; devices experience
Hewlett-Packard Company	SVP & GM, Palm Global Business Unit	July 2010–July 2011	Integration leadership post-acquisition; mobile devices
Palm, Inc.	Chief Executive Officer & President	June 2009–July 2010	Led smartphone manufacturer; strategy/execution
Palm, Inc.	Chair of the Board	October 2007–July 2010	Board leadership; governance
Apple Inc.	Senior Vice President; General Manager, iPod Division	Prior to Palm tenure	Built iPod business; product/manufacturing expertise

External Roles

Company	Role	Tenure	Committees/Impact
Robinhood Markets, Inc.	Lead Director	Since May 2021	Lead director responsibilities; market/fintech exposure
Qualcomm Incorporated	Director	May 2013–May 2016	Semiconductors; technology industry oversight

Board Governance

Committee assignments: Chair, Nominating & Corporate Governance; Member, Security .
Independence: All Board committees (Audit; Leadership Development & Compensation; Nominating & Corporate Governance; Security) are comprised entirely of directors meeting Nasdaq independence requirements, supporting Rubinstein’s independent status .
Attendance and engagement: In 2024, the Board met 5 times; all incumbent directors attended at least 75% of the aggregate of Board and committee meetings on which they served, and all directors then serving attended the 2024 Annual Meeting; directors participated in regular monthly teleconference discussions .
Committee workloads (2024 meetings): Audit (6), Leadership Development & Compensation (5), Nominating & Corporate Governance (4), Security (2) .
Recent committee focus areas:
- Nominating & Corporate Governance: Board composition/diversity, director recruitment and compensation, governance/sustainability policies, oversight of responsible AI development/governance, shareholder engagement .
- Security: Cybersecurity infrastructure investments, risk management/response, internal audit findings, regulatory and governance updates related to cybersecurity .

Fixed Compensation

Component	Amount/Policy	Notes
Annual cash retainer	$0	Amazon does not pay cash compensation to directors; reasonable expenses reimbursed
Committee membership/chair fees	$0	Awards not varied based on committee service
Meeting fees	$0	No cash meeting fees disclosed
Equity awards cadence	Typically every three years	Restricted stock unit (RSU) awards with 3-year vesting; directors typically do not receive awards every year
2024 equity grant (Rubinstein)	None	Rubinstein had no stock award reported for 2024

Performance Compensation

Performance Metric	Applied to Director Pay?	Structure/Details
Revenue/EBITDA/TSR/ESG targets	None	Director compensation consists solely of time-based RSUs; no performance metrics; grants designed to provide ~$355,000 annually on vesting, targeted at peer 50th percentile; forfeiture of unvested RSUs upon board departure

Directors receive only RSUs with three-year vesting; compensation rises/falls with stock performance, reinforcing alignment and long-term orientation .

Other Directorships & Interlocks

Company	Role	Overlap/Interlocks
Robinhood Markets, Inc.	Lead Director	Fintech/market infrastructure exposure; no related-party transactions with Amazon disclosed in proxy
Qualcomm Incorporated	Former Director (2013–2016)	Prior semiconductor governance experience

Expertise & Qualifications

Technology builder and innovator with product design, development, marketing, and manufacturing leadership; relevant to Amazon’s devices and consumer electronics .
Operations and financial statement/accounting matters experience; supports board oversight .
Human capital depth: talent development, management, and retention; workplace environment and culture oversight from senior roles/directorships .

Equity Ownership

Metric	Value	As-of Date
Total beneficial ownership (shares)	88,203	February 24, 2025
Percent of class	“*” (less than 1%)	February 24, 2025
Unvested RSUs outstanding	2,473	December 31, 2024

Insider Trades

The proxy discloses beneficial ownership but does not include Form 4 transaction details; insider trades should be reviewed via current Section 16 filings (Form 4) for Rubinstein. We searched the 2025 proxy contents; no Form 4 transaction table is provided .

Governance Assessment

Alignment and incentives: Strong alignment due to no cash fees and RSU-only compensation with three-year vesting; director pay moves with stock price, and grants are calibrated to the 50th percentile of peers; no committee-based pay differentiation reduces perverse incentives .
Experience fit: Deep devices/consumer hardware and operations background maps to Amazon’s devices segment; added cybersecurity oversight through Security Committee membership and AI governance oversight via chairing Nominating & Corporate Governance is relevant to emerging enterprise risks .
Independence and engagement: Committee independence per Nasdaq rules, adequate attendance, and regular teleconference participation support effective oversight and investor confidence .
Ownership: Modest direct holding (88,203 shares; <1%) plus unvested RSUs; provides alignment though not a controlling stake .
RED FLAGS: None disclosed in proxy regarding related-party transactions, pledging/hedging, or cash retainers; absence of cash/meeting fees and forfeiture of unvested RSUs upon departure mitigate potential misalignment risks .