Amazon CEO Andy Jassy’s $212M in annual compensation isn’t quite what it seems

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Amazon CEO Andy Jassy speaks at the 2021 GeekWire Summit. (GeekWire Photo / Dan DeLong)

Amazon CEO Andy Jassy’s total compensation for 2021, including his first six months as the tech giant’s chief executive, was more than $212 million, Amazon reported in its annual proxy statement Friday morning.

However, the vast majority of that comes from a one-time award of 61,000 shares of Amazon stock, granted to Jassy when he took over as CEO from founder Jeff Bezos in July of last year. The shares vest over 10 years, and more than 80% of them vest between five and 10 years after the grant date.

Here’s the vesting schedule for Jassy’s prior and new stock grants.

Amazon CEO Andy Jassy’s stock grant vesting schedule. (Image: Amazon’s 2022 Proxy Statement)

As part of the proxy statement, the Amazon board explains why Jassy’s compensation was set up this way.

Faced with the first CEO succession in the Company’s history, the Leadership Development and Compensation Committee determined it important to provide for clarity and stability through an award that is designed to establish a long-term owner’s perspective and encourage bold, long-term initiatives, in the same manner that Mr. Bezos’s shares as founder incentivized him to focus on long-term, expansive growth. Accordingly, this award is intended to represent most of Mr. Jassy’s compensation for the coming years. …

The Committee also reviewed current year and three-year average reported market compensation survey data for large technology and general industry CEOs, similar one-time awards made upon the promotion of CEOs of other large technology companies, and current year and three-year average reported and realized compensation of CEOs of other large cap companies, including Alphabet, Apple, Meta, Microsoft, Salesforce, and Walmart. For example, the Committee reviewed data showing that the average realized compensation from 2018 through 2020 for the CEOs of Alphabet, Apple, and Microsoft, and for the COO of Meta, ranged from $151 million a year to $220 million a year. …

The Committee intends for this restricted stock unit award to serve as a long-term incentive for Mr. Jassy, and, accordingly, believes it should be viewed as compensation over the 10-year term and not solely as compensation for 2021.

Jassy’s base salary of $175,000 is the same as in his prior role as Amazon Web Services CEO.

Other notes from the proxy statement:

  • Bezos’ salary in his new role as executive chair remained the same, at $81,840, and the company continued to pay $1.6 million annually for his security arrangements, according to a footnote in the proxy statement.
  • Bezos has voting control over 64.5 million shares of Amazon stock, or 12.7% of the company. That includes 14.7 million shares that are owned by his former wife, MacKenzie Scott, under terms of their divorce.
  • Amazon will hold its annual meeting at 9 a.m. Pacific on Wednesday, May 25, and it will continue to hold the meeting virtually, maintaining a practice that began in the early months of the pandemic.
  • The meeting will include a shareholder vote on the company’s proposal for a 20-to-1 stock split.
  • Eight shareholder proposals are up for vote at the meeting, seeking a variety of reports and actions on topics including human rights, packaging materials, charitable contributions, lobbying, board structure, gender and race pay gaps, diversity and equity. Amazon’s board recommends that shareholders vote against each proposal.

More: In historic milestone for Amazon and organized labor, workers at N.Y. warehouse vote to unionize



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