Committee Charters

Leadership Development and Compensation Committee Charter

Organization and Membership

This charter governs the operations of the Leadership Development and Compensation Committee (the “Committee”) of the Board of Directors of Amazon.com, Inc. (the “Board”). The Committee is appointed by the Board and consists of at least two Directors, each of whom will meet NASDAQ Stock Market LLC (“NASDAQ”) requirements with respect to independence as determined by the Board. The Committee reviews and reassesses the adequacy of this charter at least annually and recommends appropriate changes to the Board.

Statement of Purpose

The Committee assists the Board of Directors in fulfilling its oversight responsibility relating to:

  • Evaluating the Company’s programs and practices relating to leadership development;
  • Establishing, reviewing, and reporting compensation of the Company’s executive officers;
  • Administering the Company’s equity-based and certain other compensation plans; and
  • Overseeing management of risks for succession planning and compensation.

Duties and Responsibilities

The Committee performs the following, to the extent it deems necessary and appropriate, consistent with and subject to applicable laws, as well as rules and regulations promulgated by the Securities and Exchange Commission (“SEC”), NASDAQ, or other regulatory authorities.

Evaluating the Company’s Programs and Practices Relating to Leadership Development

  1. The Committee monitors and periodically assesses the Company’s programs and practices for overseeing the continuity of capable management, including succession plans for executive officers.

Establishing, Reviewing, and Reporting Compensation of the Company’s Executive Officers

  1. The Committee establishes and reviews the compensation of the Company’s Chief Executive Officer (“CEO”) and all other executive officers, including establishing terms of employment for new executive officers; periodically reviewing and approving compensation for existing executive officers; reviewing and approving any compensation-related performance goals, including evaluating the satisfaction of such goals; and approving the terms associated with any executive officer’s termination of employment. The CEO may not be present during voting or deliberations on the CEO’s compensation. The Committee also reviews and discusses with management the Company’s Compensation Discussion and Analysis (“CD&A”) and related disclosures that SEC rules require be included in the Company’s annual report and proxy statement, recommends to the Board based on the review and discussions whether the CD&A should be included in the annual report and proxy statement, and oversees publication of an annual executive compensation report in the Company’s annual report and proxy statement.

Administering the Company’s Equity-Based and Certain Other Compensation Plans

  1. The Committee acts on behalf of the Board to administer the Company’s equity-based compensation plans and any other employee plans for which the Committee may from time to time be designated as plan administrator.

Overseeing Management of Risks for Succession Planning and Compensation

  1. The Committee oversees management of risks related to succession planning and compensation for the Company’s executive officers and the Company’s overall compensation program, including the Company’s equity-based compensation plans.

Outside Advisors

The Committee has the authority, in its sole discretion, to retain or obtain the advice of such compensation consultants, legal counsel, or other advisers as it determines appropriate to assist it in the full performance of its functions, and is directly responsible for the appointment, compensation, and oversight of the work of such consultant, counsel, or other adviser retained by the Committee. The Company provides for appropriate funding, as determined by the Committee, for payment of compensation to any such consultant, counsel, or other adviser. The Committee may select, or receive advice from, a compensation consultant, legal counsel (other than in-house legal counsel), or other adviser only after taking into consideration the factors prescribed by NASDAQ rules.