Patricia Stonesifer

About Patricia Q. Stonesifer

Independent director at Amazon.com, Inc. since February 1997; age 68. Core credentials include senior leadership in philanthropy and public policy, consumer technology leadership at Microsoft, and interim CEO experience at The Washington Post. The Board has affirmatively determined her independence under Nasdaq rules, noting ordinary-course payments to entities that publish The Washington Post during her interim CEO period were not significant and did not impair independence .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Washington Post	Interim Chief Executive Officer	Jun 2023–Jan 2024	Board considered ordinary-course payments from Amazon to entities that publish The Washington Post; independence affirmed
Martha’s Table	President & CEO	Apr 2013–Mar 2019	Led a major non-profit focused on community services
Smithsonian Institution	Chair, Board of Regents; Vice Chair	Chair: Jan 2009–Jan 2012; Vice Chair: Jan 2012–Jan 2013	Governance leadership at a major cultural institution
Bill & Melinda Gates Foundation	President & Co-chair; CEO; Senior Advisor	President & Co-chair: Jun 1997–Jan 2006; CEO: Jan 2006–Sep 2008; Senior Advisor: Sep 2008–Jan 2012	Built and scaled global philanthropic operations
Microsoft Corporation	Senior Vice President, Interactive Media Division; various roles	1988–1997	Consumer-focused technology and product development

External Roles

Organization	Role	Tenure	Notes
The Rockefeller Foundation	Trustee	Since 2019	Global philanthropy governance
Co-Impact	Director; Chair	Director since 2022; Chair since 2024	Global philanthropic collaborative for systems change
Smithsonian National Museum of African American History & Culture	Museum Council Member; Emeritus	Member 2012–2020; Emeritus since 2021	Cultural institution engagement
TheDream.US	Board of Advisors	Since 2020	College access and success for immigrant students

Board Governance

Committee assignments: Nominating and Corporate Governance Committee member .
Independence: Board-determined independent director; ordinary-course payments to Washington Post publishers (during her interim CEO period) were not significant and did not impair independence .
Attendance and engagement: In 2024, the Board held 5 meetings; all incumbent directors attended at least 75% of Board and committee meetings, and all directors then serving attended the 2024 Annual Meeting of Shareholders .
Committee activity context: Nominating and Corporate Governance met 4 times in 2024; recent focus areas included board composition/diversity, board compensation, committee membership, sustainability/CSR governance, AI governance review, PR initiatives, and shareholder feedback .
Board leadership context: Jeff Bezos serves as Executive Chair; Jamie S. Gorelick is Lead Independent Director and presides over executive sessions and engages shareholders as appropriate .

Fixed Compensation

Component	Amount/Policy	Source
Cash retainer (annual)	$0; directors do not receive cash compensation; reasonable expenses reimbursed
Committee membership/Chair fees	$0; awards not varied based on specific committee service
Meeting fees	$0
2024 Stock Awards (grant-date fair value)	$— for Stonesifer
Unvested RSUs (as of 12/31/2024)	2,473 units
Director grant design	RSUs only; three-year vesting; directors typically receive grants once every three years; designed to approximate $355,000 per year (50th percentile vs peers) when granted

Performance Compensation

Instrument	Performance Metrics	Vesting Schedule	Options/PSUs	Notes
RSUs (Directors)	None disclosed for directors; compensation aligned with long-term shareholder value via time-vested RSUs	Equal annual tranches over 3 years	No options; no PSUs; awards are solely RSUs	Board sets tone for long-term value alignment; directors typically do not receive awards every year

No director-specific bonus, option grants, or performance metric targets are disclosed; awards for directors are time-based RSUs and are not tailored by committee service .

Other Directorships & Interlocks

Company/Entity	Role	Potential Interlock/Conflict	Board Determination
The Washington Post (entities that publish)	Interim CEO (Jun 2023–Jan 2024)	Ordinary-course payments from Amazon to entities that publish The Washington Post during Stonesifer’s interim CEO tenure	Payments “not significant”; independence not impaired
Other public company boards	None	—	—

Expertise & Qualifications

Human capital management; global operations; public company executive experience; financial oversight; community/stakeholder relations; public policy and geopolitics; emerging technology and innovation; retail and digital commerce; marketing/media/brand management .
Brings in-depth knowledge of Amazon’s business, growth, and culture; experience in public policy and consumer technology informs Board oversight of risk and strategy .

Equity Ownership

Metric	Value	Notes
Beneficial ownership (as of 2/24/2025)	51,166 shares	Percent of class: * (less than 1%)
Unvested RSUs (as of 12/31/2024)	2,473 units	Held at year-end for Stonesifer
Hedging/derivatives policy	Prohibited for directors and senior employees	Alignment policy; no hedging/speculative transactions allowed
Stock ownership guidelines	Robust director stock ownership guidelines in Board’s governance guidelines	Detailed thresholds not specified in proxy; guidelines referenced in Corporate Governance documents

Governance Assessment

Alignment: RSU-only director pay with three-year vesting and prohibition on hedging supports long-term alignment; absence of cash retainers and meeting fees emphasizes equity-linked outcomes .
Independence and conflicts: Washington Post relationship reviewed; Board concluded independence not impaired and payments were not significant—a mitigated conflict signal but worth monitoring for perception risk given Bezos’s ownership of the Post .
Engagement and effectiveness: Active Nominating and Corporate Governance remit (including sustainability and AI governance) and Stonesifer’s long service suggest deep institutional knowledge; Board-wide attendance exceeded 75% and annual meeting attendance was complete, indicating engagement .
Tenure: Very long board tenure since 1997 may raise entrenchment concerns for some investors, balanced by Board’s stated mix of tenure and ongoing self-evaluation processes and diversity of skills/backgrounds .
Broader governance sentiment: 78% support for 2024 say-on-pay indicates acceptable shareholder sentiment on compensation oversight generally, though it pertains to executive pay rather than director compensation .

RED FLAGS to watch

Related-party optics: Continued or expanded transactions with entities related to The Washington Post could renew scrutiny; Board has disclosed review and immateriality to date .
Entrenchment risk: Extended tenure warrants continued evaluation against Board refreshment, skills, and independence criteria outlined in the governance guidelines .