Leadership Development and Compensation Committee

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 talent and leadership development;
Establishing, reviewing, and reporting compensation of the Company’s executive officers;
Administering the Company’s equity-based and certain other compensation plans;
Overseeing management of risks for succession planning and compensation; and
Overseeing the Company’s strategies and policies related to human capital management.

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 Talent and Leadership Development Establishing, Reviewing, and Reporting Compensation of the Company’s Executive Officers Administering the Company’s Equity-Based and Certain Other Compensation Plans Overseeing Management of Risks for Succession Planning and Compensation Overseeing the Company’s Strategies and Policies Related to Human Capital Management

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

The Committee monitors and periodically assesses the Company’s programs and practices for attracting, developing, training, and retaining talented employees at all levels, including succession plans for executive officers, and employee compensation and benefits.

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

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

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 be from time to time designated as plan administrator.

Overseeing Management of Risks for Succession Planning and Compensation

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

Overseeing the Company’s Strategies and Policies Related to Human Capital Management

The Committee oversees and monitors the Company’s strategies and policies related to human capital management within the Company’s workforce, including with respect to policies on diversity and inclusion, workplace environment and safety, and corporate culture.
The Committee oversees and monitors management of the Company’s Code of Business Conduct and Ethics with respect to workplace discrimination and harassment. The Committee periodically receives and reviews reports on complaints, allegations, and incidents regarding workplace discrimination and harassment reported pursuant to the Code of Business Conduct and Ethics.

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.

Edith W. Cooper

Daniel P. Huttenlocher

Andrew Y. Ng

Member
Chair