Matthew Garman

About Matthew Garman

Matthew S. Garman is CEO of Amazon Web Services (AWS) and has served in the role since June 2024; he joined Amazon full‑time in 2006 after an AWS internship in 2005, and was AWS’s first product manager, later leading compute engineering and then global sales/marketing before becoming CEO . He holds BS and MS degrees in Industrial Engineering from Stanford and an MBA from Northwestern Kellogg . Business Insider reported he was 48 in May 2024, implying late‑40s during his appointment year . Under his remit, AWS was described by Amazon as a ~$100B annual revenue run‑rate business; company‑wide TSR rose ~137% over the five years to year‑end 2024, underscoring long‑term shareholder value creation that underpins Amazon’s executive pay philosophy .

Past Roles

Organization	Role	Years	Strategic impact
Amazon Web Services (AWS)	CEO, Amazon Web Services	2024–present	Leads AWS across product, engineering, and go‑to‑market; focus on secure, operationally excellent services and GenAI platform strategy .
Amazon Web Services (AWS)	SVP, AWS Sales, Marketing & Global Services	Pre‑2024	Drove global sales/marketing/services; became public face ahead of CEO appointment .
Amazon Web Services (AWS)	GM, AWS Compute services	2016 (noted)	Led product management, engineering, and operations for compute and storage (incl. EC2); scaled core IaaS platform .
Amazon Web Services (AWS)	First Product Manager; PM for EC2	2006 onward	Launched core services, pricing, SLAs; foundational builder era for AWS .

External Roles

Organization	Role	Years	Strategic impact
SideStep	Director, Product Management	2001–2004	Consumer tech/product leadership prior to Amazon; product strategy experience .
Riffage	Product Manager	1999–2000	Early product role in tech/media .

Fixed Compensation

Year	Base salary ($)	Target bonus %	Actual bonus ($)	All other comp ($)	Notes
2024	358,750	N/A (no annual cash program)	0	25,525 (includes security ~$14,535)	Amazon does not maintain an annual incentive plan for NEOs; cash comp intentionally nominal .

Performance Compensation

Amazon’s program is almost entirely time‑vested RSUs with long vesting horizons; it does not use discrete annual performance metrics, PSUs, or cash bonuses, aligning realized pay with long‑term stock performance and back‑weighted vesting .

Performance plan structure and metrics
- No discrete formulaic performance metrics; no annual bonus plan .
- Compensation “actually paid” is intended to align with stock performance; no “above‑target” payouts .

Metric	Weighting	Target	Actual	Payout	Vesting mechanics
Stock price performance via RSUs	100% (equity‑driven)	N/A	N/A	N/A	Time‑vested RSUs; long vesting (5–6 yrs+), back‑weighted schedules .

2024 Equity Grants (awarded 4/1/2024)

Name	Grant date	Award type	Shares granted	Grant‑date fair value ($)
Matthew S. Garman	4/1/2024	RSU	180,721	32,796,343

Vesting schedule for 4/1/2024 Garman RSU (selected dates) | Vest date | Shares vesting | |---|---:| | May 21, 2025 | 7,643 | | Aug 21, 2025 | 7,643 | | Nov 21, 2025 | 7,643 | | Feb 21, 2026 | 7,643 | | May 21, 2026 | 7,836 | | Aug 21, 2026 | 7,836 | | Nov 21, 2026 | 7,836 | | Feb 21, 2027 | 7,835 | | May 21, 2027 | 7,845 | | Aug 21, 2027 | 7,845 | | Nov 21, 2027 | 7,844 | | Feb 21, 2028 | 7,844 | | May 21, 2028 | 12,344 | | Aug 21, 2028 | 12,344 | | Nov 21, 2028 | 12,344 | | Feb 21, 2029 | 12,343 | | May 21, 2029 | 9,514 | | Aug 21, 2029 | 9,513 | | Nov 21, 2029 | 9,513 | | Feb 21, 2030 | 9,513 |
Realized equity in 2024: 63,320 shares vested; value realized $11,527,695 .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (2/24/2025)	888 shares; percent of class “*” (under 1%) .
Unvested RSUs at 12/31/2024	349,261 units; market value $76,624,371 using $219.39 close .
Vested vs unvested	Unvested detail above; vesting cadence quarterly on 2/21, 5/21, 8/21, 11/21 as scheduled .
Options outstanding	Not disclosed; equity vehicle is RSUs (no options listed for NEOs) .
Pledging/hedging	Hedging/speculative/derivative transactions prohibited for directors/executives under trading policies; pledging not specifically disclosed in proxy .
Ownership guidelines	Proxy highlights robust ownership guidelines for directors; no executive ownership guideline disclosure identified .

Vesting‑linked selling pressure: The 4/1/2024 award sets up regular vest dates (Feb/May/Aug/Nov) through 2030; near‑term scheduled vests in 2025–2026 total 30,865 shares in 2025 and 31,352 shares through Feb 2027 (potential liquidity events subject to 10b5‑1/insider windows) .

Employment Terms

Employment status: At‑will; Amazon does not maintain executive cash severance or retirement benefits .
Termination: Upon termination other than death, all unvested RSUs expire/forfeit .
Death: For employees other than the CEO, RSUs vest to the extent otherwise scheduled to vest within two years following death (illustrative values disclosed in footnotes) .
Change‑in‑control: Under the 1997 Plan, if awards are not assumed/substituted in a qualifying “Corporate Transaction,” unvested awards accelerate to 100% immediately prior to close; if assumed, normal vesting continues. No separate executive CIC agreements; no cash CIC multiples .
Clawback: Policy allows recovery of equity and bonuses for fraud/intentional misconduct causing restatement, and any incentive‑based compensation required under SEC/Nasdaq recovery rules .
Anti‑hedging: Prohibits hedging/speculative/derivative transactions for directors/executives .

Compensation Structure Analysis

Mix and cadence: Nominal salaries (≤$365k) and no annual bonus; value delivered primarily via time‑vested RSUs granted periodically (often every other year) with long, back‑weighted vesting to promote retention and an “owner’s mindset” .
No PSUs; no “above‑target” equity: Amazon intentionally avoids formulaic KPIs and PSUs, asserting transparency and alignment via simple time‑vested RSUs whose value moves with stock price; awards cannot exceed the granted share count .
Peer benchmarking: Committee used market surveys and a broad peer lens (Alphabet, Apple, Cisco, Costco, Disney, Intel, Kroger, Meta, Microsoft, Netflix, Oracle, Salesforce, Target, UPS, Walmart) but retains discretion rather than targeting fixed percentiles .
Say‑on‑pay: 78% support at 2024 annual meeting; the company cites rising support for its simplified, long‑term design .

Performance & Track Record

AWS business scale: Amazon describes AWS as a ~$100B annual revenue run‑rate platform, built on security and operational excellence; Garman helped launch early core services and later led compute and global GTM .
Tenure impact metrics: Company‑wide TSR rose ~137% over the five years to YE 2024; Pay‑versus‑Performance disclosures emphasize realized pay sensitivity to stock performance .
Public profile: Reported as a technically grounded operator who grew into customer‑facing leadership; TIME and other outlets highlight his focus on building a full‑stack GenAI platform anchored in enterprise data and security .

Multi‑Year Compensation Snapshot

Year	Salary ($)	Stock awards ($)	All other comp ($)	Total ($)
2024	358,750	32,796,343	25,525	33,180,619

Equity Detail (as of 12/31/2024)

Category	Shares/Units	Valuation detail
Unvested RSUs outstanding	349,261	$76,624,371 using $219.39 close on 12/31/2024 .
Shares vested in 2024	63,320	Value realized on vesting $11,527,695 .
Beneficial ownership (shares)	888	Percent of class “*” (under 1%); shares outstanding 10,608,335,720 (2/24/2025) .

Governance, Policies, and Risks

No severance or retirement programs; RSUs forfeit on termination; death‑only limited vest for non‑CEO; CIC acceleration only if awards not assumed—this concentrates retention risk/benefit in equity continuity and deal‑structure specifics .
Anti‑hedging in place; no explicit disclosure on pledging in proxy—lack of pledging detail is a diligence flag; however, hedging prohibitions reduce misalignment risk .
Clawback program aligned with SEC/Nasdaq standards; supports downside risk discipline .
Realized pay variability vs predecessor: Proxy notes Garman’s 2024 realized compensation was lower than his predecessor’s 2023 level due to fewer shares scheduled to vest, partially offset by stock performance—indicative of vest‑cadence driven optics rather than plan redesign .

Employment Events and Filings

Leadership transition: Adam N. Selipsky resigned effective June 3, 2024 (announced May 14, 2024) ; Garman named CEO AWS effective June 2024 .

Investment Implications

Alignment and retention: Back‑weighted, six‑year RSU schedules (65%+ beyond year 3) create strong multi‑year retention and shareholder alignment while limiting windfalls from short‑term metrics; absence of severance/CIC cash minimizes entrenchment risk .
Overhang and supply: Predictable quarterly vesting (Feb/May/Aug/Nov) through 2030 implies periodic supply that could coincide with open windows; monitoring Form 4 activity around these dates is prudent for near‑term flow signals .
Risk controls: Anti‑hedging and a robust clawback reduce governance risk; lack of explicit pledging disclosure merits ongoing monitoring, but no pledging is indicated in proxy .
Benchmarking discipline: Committee uses market data but retains discretion and avoids PSUs/bonus complexity; 78% say‑on‑pay support suggests investors broadly accept this long‑term structure despite proxy advisor preferences .
Execution focus: Garman’s deep product and compute lineage plus GTM leadership aligns with AWS’s pivot to secure, enterprise‑grade GenAI platforms; company‑wide 5‑year TSR improvement supports the long‑term pay‑for‑stock‑price model central to Amazon’s executive incentives .