Apple Inc DEF 14A, filed Jan 10, 2025

Apple Inc. (AAPL)

DEF 14A 2025-01-10 For: 2025-02-25

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Added on June 12, 2026

About this DEF 14A

Apple Inc filed this DEF 14A on January 10, 2025.

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Notice of 2025 Annual Meeting of Shareholders	3
Message from our Chief Executive Officer	5
Proxy Statement Summary	7
2024 Business Highlights	8
Executive Compensation	9
Nominees to Apple’s Board of Directors	10
Shareholder Engagement	11
Progress Across our Values	12
Items of Business and Board Voting Recommendations	13
Corporate Governance	15
Our Corporate Governance Framework	16
Role of the Board of Directors	17
Board Independence	17
Board and Committee Structure	17
Board Oversight	19
Board Meetings and Attendance	22
Annual Board and Committee Self-Evaluations	22
Related Party Policy and Transactions	22
Business Conduct Policy	23
Communications with the Board	23
Directors	25
Board Composition and Refreshment	26
Nominees for Election	28
Compensation of Directors	34
Executive Officers	37

Executive Compensation	39
Message from the People and Compensation Committee	41
Compensation Discussion and Analysis	42
People and Compensation Committee Report	55
Executive Compensation Tables	56
Management Proposals	67
Proposal No. 1 - Election of Directors	68
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm	69
Proposal No. 3 - Advisory Vote to Approve Executive Compensation	71
Shareholder Proposals	73
Shareholder Proposals	74
Identification of Proponents	76
Vote Required	76
Proposal No. 4 - Report on Ethical AI Data Acquisition and Usage	77
Proposal No. 5 - Report on Costs and Benefits of Child Sex Abuse Material-Identifying Software & User Privacy	81
Proposal No. 6 - Request to Cease DEI Efforts	85
Proposal No. 7 - Report on Charitable Giving	88
Other Information	93
Audit and Finance Committee Report	94
Security Ownership of Certain Beneficial Owners and Management	95
Equity Compensation Plan Information	97
General Information	98

Date and Time		Virtual Meeting Site		Who Can Vote
February 25, 2025 8:00 A.M. Pacific Time		www.virtualshareholdermeeting.com/AAPL2025		Shareholders of record at the close of business on January 2, 2025

1	Election of Directors: Wanda Austin, Tim Cook, Alex Gorsky, Andrea Jung, Art Levinson, Monica Lozano, Ron Sugar, and Sue Wagner	FOR each of the nominees
2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR
3	Advisory Vote to Approve Executive Compensation	FOR
4-7	Shareholder Proposals if properly presented	AGAINST

Achievements and Milestones


Business Highlights		Products and Services Innovation
● Achieved all-time revenue record in Services, up 13% year-over-year ● Reached all-time revenue records in many emerging markets, including India, Latin America, the Middle East, and South Asia ● Delivered Company gross margin of 46.2%, an increase of 210 basis points year-over-year ● Reached new all-time highs in our installed base of over 2.2 billion total active devices across all major products and geographic segments ● Continued to grow our paid subscriptions to over 1 billion, more than double the number from four years ago ● Returned over $115B to shareholders		● Introduced strongest lineup of products ever, including our all-new iPhone 16 lineup, Apple Watch Series 10, and AirPods 4, and powerful new iPad Air, iPad Pro and Mac models ● Unveiled Apple Intelligence, a breakthrough personal intelligence system that puts powerful, private generative AI models at the core of our devices ● Created Private Cloud Compute, a new frontier for AI privacy in the cloud ● Delivered groundbreaking health features, including Sleep Apnea notifications for Apple Watch and revolutionary end-to-end hearing health capabilities for AirPods Pro 2 ● Released Apple Vision Pro, a revolutionary spatial computer now available in thirteen markets ● Advanced the industry-leading performance and power efficiency of Apple silicon

Pay for Performance
Our executive compensation program is designed to pay for performance and retain strong, values-driven leaders. We emphasize long-term performance and alignment between the interests of our named executive officers and those of our shareholders by significantly weighting the compensation of our named executive officers towards long-term equity awards.
The People and Compensation Committee kept the same overall CEO compensation structure but increased the target value of Mr. Cook’s long-term equity award for 2024 to $50 million, maintaining Mr. Cook’s total target compensation between the 80th and 90th percentiles of target CEO pay at our primary peer companies. The equity awards Mr. Cook received during his tenure as CEO align with Apple’s growth, success, and the tremendous value delivered to our shareholders under his leadership. Since Mr. Cook was promoted to CEO in 2011 and through the end of 2024, Apple’s cumulative TSR increased approximately 1,908%, significantly outpacing the S&P 500, and Apple’s market capitalization grew by more than $3 trillion.	Cumulative TSR, includes reinvestment of dividends

Name	Occupation	Independent	Age	Director Since	Audit Committee	People and Compensation Committee	Nominating Committee
Art Levinson Board Chair	Founder and CEO, Calico		74	2000		●
Tim Cook	CEO, Apple		64	2011
Wanda Austin	Former President and CEO, The Aerospace Corporation		70	2024	●
Alex Gorsky	Former Chair and CEO, Johnson & Johnson		64	2021		●	●
Andrea Jung	President and CEO, Grameen America		66	2008		●	●
Monica Lozano	Former President and CEO, College Futures Foundation		68	2021	●
Ron Sugar	Former Chair and CEO, Northrop Grumman Corporation		76	2010	●
Sue Wagner	Co-founder and Director, BlackRock		63	2014	●		●
● Chair ● Member

	2024 Highlights
	CFO Transition		The Board oversaw the successful planned transition of the role of Chief Financial Officer to Kevan Parekh, Apple’s former Vice President, Financial Planning and Analysis. After more than a decade of valuable service as CFO, Luca Maestri transitioned from the CFO role on January 1, 2025 and continues to lead Apple’s Corporate Services teams.
	Director Refreshment		The Board regularly reviews Board succession planning to maintain the diverse skills and experiences that effectively address the Company’s evolving needs and represent the best interests of Apple’s shareholders. At the 2024 Annual Meeting, Dr. Wanda Austin was elected to the Board bringing executive leadership experience through her service as president and chief executive officer of a large research and development organization, significant expertise in advanced technology and innovation, experience with environment, cybersecurity, and public policy, and a global business perspective from her service on other boards.

	Spotlight on Apple’s innovations in health
	This year, we shared profound innovations across our products to help our users learn more about their health and live healthier lives:
	Hearing health		About 1.5 billion people around the world live with hearing loss. This year, we shared new capabilities that help AirPods Pro users learn about their hearing health and get the assistive care they need. That includes the new Hearing Test, as well as an innovative over-the-counter Hearing Aid capability for users with mild to moderate hearing loss. It’s a powerful tool that can help our users stay connected to the world around them, especially because, today, about 75 percent of people diagnosed with hearing loss go untreated.
	Sleep apnea		Sleep apnea impacts more than one billion people worldwide, and over time, can lead to increased risk of hypertension, type 2 diabetes, and cardiac issues. This year, Apple shared Breathing Disturbances, which uses Apple Watch to track interruptions in respiratory patterns and lets users know if they show consistent signs of moderate to severe sleep apnea. That’s information our users can then share with their doctor, so they can get the diagnosis and the medical care they need.

Proposal		Board Recommendation	Page Reference
1	Election of Directors • Our Board is made up of directors with diverse skills and experiences to effectively address Apple’s evolving needs and represent the best interests of Apple’s shareholders. • The Board actively reviews its composition to support Apple’s long-term strategic goals. As part of its succession planning and refreshment, the Board has recommended one new nominee at each of our 2021, 2022, and 2024 annual meetings.	FOR each nominee	68
2	Ratification of Appointment of Independent Registered Public Accounting Firm • Ernst & Young LLP is an independent auditing firm with the required knowledge and experience to effectively audit Apple’s financial statements. • Audit and non-audit services are pre-approved by the Audit and Finance Committee.	FOR	69
3	Advisory Vote to Approve Executive Compensation • Our executive compensation program is designed to align pay with shareholder interests and company performance. • The compensation paid to our named executive officers in 2024 reflects the strength of our annual financial results and stock price performance.	FOR	71
4	Report on Ethical AI Data Acquisition and Usage • Apple has a strong track record on protecting user privacy and a robust approach to integrating ethical considerations into our technology, as reflected in our Responsible AI principles. • The requested report is unnecessary given Apple already provides all the information requested regarding Apple’s AI data privacy practices. • The proposal does not raise any specific issues with Apple Intelligence, but instead focuses its criticisms on OpenAI, the developer of ChatGPT, an independent service that Apple users may choose to access, and inappropriately cites controversies related to other companies that do not involve Apple.	AGAINST	77
5	Report on Costs and Benefits of Child Sex Abuse Material-Identifying Software & User Privacy • Apple has demonstrated its commitment to helping protect children in a changing online landscape and has developed innovative technologies like Communication Safety. • We believe that our current approach to child safety, which is informed by stakeholder engagement, is more appropriate than the universal surveillance suggested in the proposal, which could have serious implications for our users’ human and civil rights globally.	AGAINST	81
6	Request to Cease DEI Efforts • Apple has a well-established compliance program and the proposal inappropriately attempts to restrict Apple’s ability to manage its own ordinary business operations, people and teams, and business strategies. • Our Board and management maintain active oversight of legal and regulatory risks and compliance for our global business.	AGAINST	85
7	Report on Charitable Giving • Apple has a well-established corporate donations program that follows a strict internal governance and approval process, and the proposal attempts to inappropriately restrict Apple’s ability to manage its own ordinary business operations and business strategies. • Our Board and management maintain active oversight of legal and regulatory risks and compliance for our global business.	AGAINST	88

One share equals one vote	We have a single class of shares with equal voting rights.
Annual director elections	All directors are elected annually for a one-year term.
Majority voting	We have a majority voting standard for uncontested elections of directors.
Separation of Chair and CEO roles	Our CEO is focused on managing Apple and our independent Chair drives accountability at the Board level.
Stock ownership guidelines	We have robust stock ownership guidelines for our directors and executive officers.
Shareholder engagement	We have a comprehensive year-round shareholder engagement program.
Access to management	Our Board has significant interaction with senior management and access to other employees.
Time commitment policy	The Nominating and Corporate Governance Committee annually reviews each director’s various time commitments.
Financial expertise	The Board has determined that each Audit and Finance Committee member qualifies as an “audit committee financial expert” as that term is defined under SEC rules.
Continuing education	Our Board regularly receives updates on ethics, compliance, and governance as well as emerging topics relevant to the evolving needs of the Company.
Succession planning	Our Board regularly reviews Board and executive succession planning.
Executive sessions	All quarterly Board and committee meetings include executive sessions during which no members of management are present.
Board, committee, and individual self-evaluations	Our Board, committees, and individual directors conduct annual performance self-evaluations led by our independent Chair, including one-on-one interviews.
Prohibitions on hedging, pledging, and other transactions	We prohibit short sales, transactions in derivatives, and hedging of Apple securities by directors, executive officers, and employees, and prohibit pledging of Apple securities by directors and executive officers.
Special meetings	Shareholders owning at least 10% of our outstanding shares have the right to call a special meeting of the shareholders.
Proxy access	Up to 20 shareholders owning at least 3% of our outstanding shares continuously for three years may nominate up to 20% of our Board.


Ron Sugar (Chair) Wanda Austin Monica Lozano Sue Wagner Nine meetings during 2024 Audit Committee Report: page 94	Primary Responsibilities:
	● Assist the Board in oversight and monitoring of Apple’s financial statements and other financial information
	● Oversee compliance with legal, regulatory, and public disclosure requirements
	● Appoint and oversee Apple’s independent registered public accounting firm, including their qualifications and independence, and preapprove fees
	● Oversee Apple’s systems of internal controls, including the internal audit function
	● Oversee treasury and finance matters
	● Oversee enterprise risk management
	● Oversee privacy and data security
	● Oversee the auditing, accounting, and financial reporting process


Andrea Jung (Chair) Alex Gorsky Art Levinson Four meetings during 2024 People and Compensation Committee Report: page 55	Primary Responsibilities:
	● Review and approve the compensation arrangements for the CEO, Apple’s other executive officers and, to the extent it deems appropriate, other employees
	● Administer Apple’s equity compensation and other incentive plans
	● Review and make recommendations to the Board regarding the compensation of members of the Board and Board committees
	● Assist the Board in its oversight of Apple’s strategies, policies, and practices relating to Apple’s people and teams


Sue Wagner (Chair) Alex Gorsky Andrea Jung Four meetings during 2024	Primary Responsibilities:
	● Assist the Board on matters relating to the identification, evaluation, and selection of Board members and candidates nominated to the Board
	● Make recommendations to the Board concerning the size, structure, and composition of the Board and its committees
	● Oversee and make recommendations regarding corporate governance matters, including Apple’s Corporate Governance Guidelines
	● Assist the Board in its oversight of Apple’s strategies, policies, and practices relating to environmental and social matters
	● Oversee the annual Board performance self-evaluation process

Compliance and Business Conduct	The Audit Committee regularly reviews and discusses with management Apple’s compliance and business conduct risks. Apple’s Chief Compliance Officer is responsible for the development, review, and execution of Apple’s Compliance and Business Conduct program and regularly reports to the Audit Committee.

Environment and Climate	The Board reviews and discusses updates on environmental matters with Apple’s Vice President of Environment, Policy and Social Initiatives, who is responsible for the development, review, and execution of plans designed to minimize Apple’s impact on the environment. These reports include updates on Apple’s progress towards environmental and climate goals and the environmental impact of our products and operations. The Nominating Committee oversees Apple’s strategies, policies, and practices relating to environmental and social matters.

Human Rights	The Board has adopted a human rights policy for Apple — Our Commitment to Human Rights. The policy governs how we treat everyone, including our customers, employees, business partners, and people at every level of our supply chain. Apple identifies salient human rights risks through internal risk assessments and external industry-level third-party audits. Additionally, the policy requires Apple to maintain active communication channels with rights holders and other stakeholders. The Board is responsible for overseeing and periodically reviewing our human rights policy. Apple’s General Counsel is responsible for its ongoing implementation, and reports to the Board and its committees on any significant issues identified during the diligence process and Apple’s progress.

People and Teams	The Board oversees matters related to our people and teams, including with respect to inclusion and diversity, culture and employee engagement, talent recruitment, development, and retention, and has allocated direct responsibilities for this area of oversight to the People and Compensation Committee. Additionally, Apple’s People and Compensation Committee oversees risks related to Apple’s compensation programs. Each year, the People and Compensation Committee evaluates whether the design and operation of Apple’s compensation programs or policies encourage our executive officers or our employees to take unnecessary or excessive risks. In establishing and reviewing Apple’s compensation programs for risk, the People and Compensation Committee considers program features that mitigate potential risks for our executive officers, such as fixed base salaries; goals that are tied to specific company financial measures and payout caps for the annual cash incentive program; clawbacks for our cash and equity incentives; the quantity and mix of long-term performance-based and time-based equity incentives; and stock ownership requirements. The People and Compensation Committee also generally considers the program features that mitigate potential risks for our non-executive officer employees. In its annual review, the People and Compensation Committee concluded that Apple’s executive compensation programs and policies continue to provide an effective and appropriate mix of incentives to help ensure performance is focused on long-term shareholder value creation, and do not encourage short-term risk taking at the expense of long-term results or create risks that are reasonably likely to have a material adverse effect on Apple. In 2024, the People and Compensation Committee oversaw management’s implementation of the recommendations outlined in Apple’s Civil Rights Assessment and Workers’ Rights Assessment.

Privacy and Data Security	The Audit Committee regularly reviews and discusses with management Apple’s privacy and data security risks. The Audit Committee receives regular updates from management, including Apple’s Head of Corporate Information Security. Additionally, the Audit Committee reviews reports on privacy and data security matters from Apple’s General Counsel, Chief Compliance Officer, and the heads of Business Assurance and Internal Audit.
	Apple also has a management Privacy Steering Committee chaired by Apple’s General Counsel, with members including Apple’s Senior Vice President of Machine Learning and AI Strategy, Apple’s Senior Vice President of Software Engineering, Apple’s Senior Vice President, Services, and a cross-functional group of senior representatives from Privacy Engineering, Product Marketing, Corporate Communications, and Privacy Legal. The Privacy Steering Committee sets privacy standards for teams across Apple and acts as an escalation point for addressing privacy compliance issues for decision or further escalation.

Artificial Intelligence	Apple’s full Board directly oversees corporate and product strategy and receives regular updates on emerging technologies, including artificial intelligence. The Audit Committee assists the Board in its oversight of privacy-related artificial intelligence matters.

	In June 2024, the Company announced its Responsible AI principles, which aim to guide how the Company develops artificial intelligence tools. The principles are available at: machinelearning.apple.com/research/introducing-apple-foundation-models.

Legal and Regulatory Compliance	The Audit Committee oversees legal and regulatory risks related to Apple’s business. Apple’s full Board also receives regular updates on legal and regulatory developments, including updates on legislative developments, government investigations, litigation, and other legal proceedings.

Supply Chain	The Board reviews and discusses with management reports regarding Apple’s supply chain and operations. These reports include updates from Apple’s Senior Vice President, Operations on Apple’s supply chain management, and our program to oversee compliance with Apple’s Supplier Code of Conduct and Supplier Responsibility Standards. Apple reports publicly on its efforts and progress in the critical work of protecting people and the planet across its supply chain through an annual People and Environment in Our Supply Chain report.

Tax	The Audit Committee reviews and discusses with management reports on tax matters from Apple’s Chief Financial Officer, General Counsel, the heads of Tax, Business Assurance, and Internal Audit, and Apple’s independent auditor. These reports include updates on significant domestic and international tax-related developments, and international tax policy.

	●	The nature and extent of the related person’s interest in the transaction;
	●	The approximate dollar value involved in the transaction;
	●	The approximate dollar value of the related person’s interest in the transaction without regard to the amount of any profit or loss;
	●	Whether the transaction was undertaken in the ordinary course of Apple’s business;
	●	The material terms of the transaction, including whether the transaction with the related person is proposed to be, or was entered into, on terms no less favorable to Apple than terms that could have been reached with an unrelated third party;

	●	The business purpose of, and the potential benefits to Apple of, the transaction;
	●	Whether the transaction would impair the independence of a non-employee director;
	●	Required public disclosure, if any; and
	●	Any other information regarding the transaction or the related person in the context of the proposed transaction that would be material to the Audit Committee’s decision, in its business judgment, in light of the circumstances of the particular transaction.

Art Levinson Chair of the Board Director since 2000 People and Compensation Committee		Key Skills and Qualifications Art Levinson brings to the Board executive leadership experience, including through his service as a chairman and chief executive officer of a large international public company, along with extensive financial expertise and brand marketing experience. Through his experiences at biotechnology and pharmaceutical companies, he also brings significant expertise in the health sector and technology and innovation. Career Highlights Dr. Levinson, 74, has served as the Chief Executive Officer of Calico, a company focused on health, aging, and well-being, since September 2013. Dr. Levinson previously served as Chief Executive Officer of Genentech, Inc., a medical drug developer, from July 1995 to April 2009, and served as Genentech’s Chairman from September 1999 to September 2014. Dr. Levinson also serves on the Board of Directors of the Broad Institute of MIT and Harvard and on the Board of Scientific Consultants at the Memorial Sloan Kettering Cancer Center. Dr. Levinson was awarded the National Medal of Technology and Innovation, the nation’s highest honor for achievement and leadership in advancing the fields of science and technology, and the Biotechnology Heritage Award from the Biotechnology Industry Organization and the Chemical Heritage Foundation. Dr. Levinson has been inducted into the Biotech Hall of Fame. Other Public Company Boards: None


Tim Cook Chief Executive Officer Director since 2011		Key Skills and Qualifications Tim Cook brings to the Board extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service, and support. Career Highlights Mr. Cook, 64, has served as Apple’s Chief Executive Officer since 2011, having previously served as Apple’s Chief Operating Officer from October 2005. Mr. Cook joined Apple in March 1998 and served as Executive Vice President, Worldwide Sales and Operations from February 2002 to October 2005. From October 2000 to February 2002, Mr. Cook served as Senior Vice President, Worldwide Operations, Sales, Service and Support. From March 1998 to October 2000, Mr. Cook served as Senior Vice President, Worldwide Operations. Mr. Cook serves on the Board of Directors of The National Football Foundation & College Hall of Fame, Inc., the Board of Trustees of Duke University, and on the Leadership Council for the Malala Fund, an international non-profit organization that advocates for girls’ education. Other Public Company Boards: Current: NIKE, Inc.

Wanda Austin Director since 2024 Audit Committee		Key Skills and Qualifications Wanda Austin brings to the Board executive leadership experience through her service as president and chief executive officer of a large research and development organization, significant expertise in advanced technology and innovation, experience with environment, cybersecurity, and public policy, and a global business perspective from her service on other boards. Career Highlights Dr. Austin, 70, is the retired President and Chief Executive Officer of The Aerospace Corporation, an independent, non-profit organization performing objective technical analyses and assessments for a variety of government, civil, and commercial customers, operating the only federally funded research and development center committed exclusively to the space enterprise. Dr. Austin served in this role from January 2008 until October 2016. Dr. Austin joined The Aerospace Corporation in 1979, serving in various positions of increasing responsibility. Dr. Austin is also a Member of the National Academy of Engineering and is a co-founder of MakingSpace, Inc., a leadership and science, technology, engineering, and mathematics (STEM) consulting firm. Dr. Austin was the Interim President of the University of Southern California from 2018 to 2019 and has served on the American Energy Innovation Council since 2017. Dr. Austin also served on the Defense Policy Board from 2017 to 2019, the President’s Council of Advisors on Science and Technology from 2015 to 2017, the Defense Science Board from 2009 to 2017, and the NASA Advisory Council from 2005 to 2007 and 2014 to 2016. Other Public Company Boards: Current: Amgen Inc.; Chevron Corporation Within Last Five Years: Virgin Galactic Holdings, Inc.


Alex Gorsky Director since 2021 Nominating Committee People and Compensation Committee		Key Skills and Qualifications Alex Gorsky brings to the Board executive leadership experience, as well as brand marketing expertise and extensive experience in the fields of health and technology through his service as a chairman and chief executive officer of a large international public company. Career Highlights Mr. Gorsky, 64, is the retired Chief Executive Officer and Executive Chairman of Johnson & Johnson, a global healthcare products company. Mr. Gorsky served as Executive Chairman from January 2022 to January 2023, having previously served as CEO from April 2012 and Chair of the Board from December 2012. Mr. Gorsky joined Johnson & Johnson in 1988, serving in various positions of increasing responsibility. In 2004, Mr. Gorsky left Johnson & Johnson to join Novartis Pharmaceuticals Corporation, where he served as head of its pharmaceutical business in North America, before returning to Johnson & Johnson in 2008. Mr. Gorsky is the co-founder of Freepoint Capital Group and a General Partner at ICONIQ Capital. Mr. Gorsky serves on the boards of the Travis Manion Foundation, a non-profit organization that empowers veterans to develop character in future generations, and the National Academy Foundation, a non-profit organization that supports career academies within traditional high schools. Mr. Gorsky also serves on the Board of Advisors of The Wharton School. Mr. Gorsky is the recipient of the Robert F. Kennedy Human Rights Ripple of Hope Award, and the Prix Galien Roy Vagelos Pro Bono Humanum Award. Other Public Company Boards: Current: International Business Machines Corporation; JPMorgan Chase & Co. Within Last Five Years: Johnson & Johnson

Andrea Jung Director since 2008 Nominating Committee People and Compensation Committee (Chair)		Key Skills and Qualifications Andrea Jung brings to the Board executive leadership experience, a global business perspective, and extensive brand marketing and consumer products experience, including through her service as a chair and chief executive officer of a large international public company, and her service on other boards. Career Highlights Ms. Jung, 66, has served as the President and Chief Executive Officer and a member of the Board of Grameen America LLC, a nonprofit microfinance organization helping women who live in poverty build small businesses, since April 2014. Ms. Jung previously served as Executive Chairman of Avon Products, Inc., a personal care products company, from April 2012 to December 2012, and as Chairman of the Board of Avon from September 2001 to April 2012. Ms. Jung served as Chief Executive Officer of Avon from November 1999 to April 2012, and served as a member of Avon’s Board from January 1998 to December 2012. Ms. Jung also serves on the Board of Rockefeller Capital Management. Other Public Company Boards: Current: Unilever PLC; Wayfair Inc. Within Last Five Years: Unilever N.V.


Monica Lozano Director since 2021 Audit Committee		Key Skills and Qualifications Monica Lozano brings to the Board executive leadership experience, and experience in operations, strategic planning, media and marketing, including through her service as a board chair and chief executive officer, and a global business perspective from her service on other boards. Career Highlights Ms. Lozano, 68, is the retired President and Chief Executive Officer of the College Futures Foundation, a charitable foundation working to increase the rate of college graduation for low-income California students. Ms. Lozano served in this role from December 2017 to August 2022. Ms. Lozano also co-founded The Aspen Institute Latinos and Society Program and served as Chair of its Advisory Board from January 2015 to October 2019. Her career in media spanned more than 30 years, including as Chair of the Board of Directors of U.S. Hispanic Media, Inc., the parent company of ImpreMedia, a national Hispanic news and information company, from June 2014 to January 2016, and as Chair of ImpreMedia from July 2012 to January 2016 and Chief Executive Officer from May 2010 to May 2014. She also served as Publisher of La Opinión from 2004 to May 2014 and Chief Executive Officer from 2004 to July 2012. Ms. Lozano serves on the Board of the Weingart Foundation, a private grantmaking foundation advancing racial, social, and economic justice in Southern California, and is a Member of the American Academy of Arts and Sciences. Other Public Company Boards: Current: Bank of America Corporation; Target Corporation

Ron Sugar Director since 2010 Audit Committee (Chair)		Key Skills and Qualifications Ron Sugar brings to the Board executive leadership experience as a chairman and chief executive officer of a large international public company, financial expertise as a former chief financial officer, experience in worldwide operations, understanding of advanced technology, experience with government relations and public policy, and a global business perspective from his tenure at global companies and his service on other boards. Career Highlights Dr. Sugar, 76, is the retired Chairman and Chief Executive Officer of Northrop Grumman Corporation, a global security company. Dr. Sugar served in this role from April 2003 to June 2010 and served as President and Chief Operating Officer from 2001 to 2003. Before joining Northrop Grumman, he held executive positions at Litton Industries and TRW Inc., where he served as Chief Financial Officer. Dr. Sugar is a Member of the National Academy of Engineering and serves on the Board of Trustees of the University of Southern California and on the Board of the Los Angeles Philharmonic Association. Dr. Sugar was elected as a member of the National Academy of Engineering for major contributions to advanced space communication systems and leadership in aerospace innovation. Other Public Company Boards: Current: Uber Technologies, Inc. Within Last Five Years: Air Lease Corporation; Amgen Inc.; Chevron Corporation


Sue Wagner Director since 2014 Audit Committee Nominating Committee (Chair)		Key Skills and Qualifications Sue Wagner brings to the Board operational experience and a global business perspective, including through her service as chief operating officer of a large multinational public company, as well as her service on other boards. Ms. Wagner also brings extensive financial expertise and experience in the highly regulated financial services industry. Career Highlights Ms. Wagner, 63, is a co-founder of BlackRock, Inc., an asset management company. Ms. Wagner served as BlackRock’s Vice Chair from January 2006 until her retirement in July 2012, and also served as a member of BlackRock’s Global Executive Committee and Global Operating Committee. During her tenure at BlackRock, Ms. Wagner served as BlackRock’s Chief Operating Officer and Head of Corporate Strategy, and led the alternative investments and international client businesses. Ms. Wagner also serves on the Board of Directors of Color Health, Inc., a privately held health technology company. Other Public Company Boards: Current: BlackRock, Inc.; Samsara Inc. Within Last Five Years: Swiss Re

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	All Other Compensation ($)⁽²⁾	Total ($)
Wanda Austin⁽³⁾	75,000	275,033	25,933	375,966
James Bell⁽⁴⁾	50,000	—	11,038	61,038
Al Gore⁽⁴⁾	50,000	—	10,016	60,016
Alex Gorsky	100,000	275,033	4,984	380,017
Andrea Jung	140,000	275,033	10,499	425,532
Art Levinson	275,000	275,033	12,711	562,744
Monica Lozano	100,000	275,033	6,092	381,125
Ron Sugar	145,000	275,033	16,518	436,551
Sue Wagner	135,000	275,033	6,242	416,275

(1)	In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of RSUs granted to Non-Employee Directors during 2024, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value for RSUs is measured based on the closing price of Apple’s common stock on the date of grant. Each Non-Employee Director serving on the Board on February 28, 2024, received an Annual Director Award of 1,516 RSUs with a grant date fair value for each RSU of $181.42. Each Non-Employee Director serving on the Board as of September 28, 2024, held 1,516 unvested RSUs.
(2)	The amounts shown reflect the value of one or more products received under the Board’s equipment program during the fiscal year. The amounts also include matching charitable contributions under Apple’s matching gifts program of $10,000 for Dr. Austin and $10,000 for Dr. Sugar and the incremental cost to the Company of retirement gifts for Mr. Gore and Mr. Bell.
(3)	Elected to the Board at the 2024 Annual Meeting.
(4)	Retired from the Board and did not stand for re-election at the 2024 Annual Meeting.

		Ms. Adams, 60, oversees all of Apple’s legal matters, including corporate governance, intellectual property, litigation, compliance, global security, and privacy. Kate joined Apple as General Counsel in November 2017. Prior to joining Apple, Kate served as General Counsel of Honeywell International Inc., a diversified technology and manufacturing company, from September 2008. Prior to joining Honeywell in 2003, Kate was a partner at the law firm of Sidley Austin LLP.
Kate Adams Senior Vice President, General Counsel and Secretary

		Ms. O’Brien, 58, oversees Apple’s retail stores and online teams, and Apple’s People team. As the leader of Apple’s retail and online teams, Deirdre supports their work to enrich the lives of millions of Apple customers every year. In her role as the leader of the People team, Deirdre is dedicated to helping everyone at Apple do the best work of their lives, build on the Company’s special culture, and achieve their full potential. Deirdre joined Apple in July 1988 and assumed her current position in October 2024, having previously served in the role from February 2019 to May 2023. Deirdre’s previous positions with Apple include Senior Vice President, Retail; Vice President, People; and Vice President, Operations.

Deirdre O’Brien Senior Vice President, Retail + People

		Mr. Parekh, 53, oversees Apple’s accounting, business support, financial planning and analysis, treasury, investor relations, internal audit, and tax functions. Kevan joined Apple in June 2013 and assumed his current position in January 2025. Kevan’s previous positions at Apple include Vice President, Financial Planning and Analysis and Vice President, Worldwide Finance for Sales, Marketing, and Retail. Prior to joining Apple, Kevan held various senior leadership roles at Thomson Reuters and General Motors.
Kevan Parekh Senior Vice President, Chief Financial Officer

		Mr. Williams, 61, oversees Apple’s entire worldwide operations, as well as customer service and support. He leads Apple’s renowned design team and the software and hardware engineering for Apple Watch. Jeff also drives the Company’s health initiatives. Jeff joined Apple in June 1998 and assumed his current position in December 2015. Jeff’s previous positions with Apple include Senior Vice President, Operations and Head of Worldwide Procurement. Prior to joining Apple, Jeff worked in a number of operations and engineering roles at IBM from 1985 to 1998.
Jeff Williams Chief Operating Officer

Prohibition on hedging, pledging, and short sales		We prohibit short sales, transactions in derivatives, hedging, and pledging of Apple securities by our named executive officers.
Stock ownership guidelines		We have robust stock ownership guidelines for our named executive officers, including a ten times annual base salary requirement for our CEO.
Compensation recoupment policies		We have a policy for the recovery of any erroneously awarded performance-based incentive compensation, as required under Section 10D-1 of the Exchange Act and Nasdaq listing standards. In addition, we maintain a discretionary recoupment policy applicable to our named executive officers and our broader executive team that allows for recovery of annual cash incentives, time and performance-based equity awards, or other amounts that may be paid with respect to awards in certain events, including for certain acts of misconduct by our named executive officers.
No repricing		We do not allow repricing of stock options without shareholder approval.
No tax gross-ups on perquisites		We do not provide tax gross-ups for the limited perquisites provided to our named executive officers. For security and efficiency purposes, Mr. Cook is required by the Board to use private aircraft for all business and personal travel and is provided personal security services.
No change of control payments		We do not provide change of control payments or gross-ups of related excise taxes.
Vesting requirements for dividend equivalents		Dividend equivalents will not be paid unless and until the vesting and performance conditions for the underlying equity award are met.
At-will employment		We employ our named executive officers at will; our named executive officers do not have employment contracts.
No pension or other supplemental benefits		We do not provide pension, supplemental executive health or insurance benefits.
Annual compensation risk assessment		The People and Compensation Committee oversees an annual risk assessment of our compensation program.
Independent compensation consultant		The People and Compensation Committee directly retains an independent compensation consultant that performs no services for Apple other than services for the People and Compensation Committee.

•	Managing Apple for the long term

•	Aligning pay with performance

•	Retaining exceptional, values-driven leaders

•	Responding to shareholders’ interests and feedback

•	Maintaining Apple’s unique team-based approach

Current Primary Peer Group

Alphabet	Cisco	Mastercard	NVIDIA	Verizon

Amazon	Comcast	Meta	Oracle	Visa

AT&T	Disney	Microsoft	Qualcomm	Warner Bros. Discovery

Broadcom	Intel	Netflix	Salesforce

2024 Total Target CEO Compensation: $59 million
Base Salary: $3 million Mr. Cook’s base salary has remained the same since 2016
Cash Incentive Plan Opportunity: $6 million Mr. Cook’s target Cash Incentive Plan opportunity for 2024 remained at 200% of his base salary
Target Equity Award Value: $50 million Award Mix: 75/25
Mr. Cook was granted an equity award with 75% of the equity award subject to performance-based vesting and 25% of the equity award subject to time-based vesting

2024 Total Target Compensation: $23 million
Base Salary: $1 million The annual base salaries for our named executive officers did not change for 2024
Cash Incentive Plan Opportunity: $2 million Our named executive officers’ target Cash Incentive Plan opportunity for 2024 remained unchanged at 200% of their base salary
Target Equity Award Value: $20 million Award Mix: 50/50
Our named executive officers were granted a balanced equity award, with 50% of the equity award subject to performance-based vesting and 50% subject to time-based vesting, to encourage long-term performance, retention, and alignment with shareholders’ interests

Relative TSR Percentile v. S&P 500 Companies	Performance-Based RSUs Vesting as a Percentage of Target
85th Percentile or above	200%
55th Percentile	100%
25th Percentile	25%
Below 25th	0%

	Relative TSR Percentile Ranking for Three-Year Performance Period	TSR Results for Three-Year Performance Period
Apple	70.77th Percentile	54.09%
S&P 500 Companies	85th Percentile	87.50%
	55th Percentile	30.60%
	25th Percentile	-0.17%
	Below 25th	< -0.17%

Name and Principal Position	Year	Salary ($)	Stock Awards⁽¹⁾ ($)	Non-Equity Incentive Plan Compensation⁽²⁾ ($)	All Other Compensation ($)		Total ($)
Tim Cook Chief Executive Officer	2024	3,000,000	58,088,946	12,000,000	1,520,856	⁽³⁾⁽⁴⁾	74,609,802
	2023	3,000,000	46,970,283	10,713,450	2,526,112		63,209,845
	2022	3,000,000	82,994,164	12,000,000	1,425,933		99,420,097
Luca Maestri Former Senior Vice President, Chief Financial Officer	2024	1,000,000	22,157,075	4,000,000	22,182	⁽⁴⁾⁽⁵⁾	27,179,257
	2023	1,000,000	22,323,641	3,571,150	41,092		26,935,883
	2022	1,000,000	22,132,015	4,000,000	19,783		27,151,798
Kate Adams Senior Vice President, General Counsel and Secretary	2024	1,000,000	22,157,075	4,000,000	22,182	⁽⁴⁾⁽⁵⁾	27,179,257
	2023	1,000,000	22,323,641	3,571,150	46,914		26,941,705
	2022	1,000,000	22,132,015	4,000,000	15,208		27,147,223
Deirdre O’Brien Senior Vice President, Retail + People	2024	1,000,000	22,157,075	4,000,000	22,182	⁽⁴⁾⁽⁶⁾	27,179,257
	2023	1,000,000	22,323,641	3,571,150	42,219		26,937,010
	2022	1,000,000	22,132,015	4,000,000	19,783		27,151,798
Jeff Williams Chief Operating Officer	2024	1,000,000	22,157,075	4,000,000	20,737	⁽⁴⁾⁽⁷⁾	27,177,812
	2023	1,000,000	22,323,641	3,571,150	66,435		26,961,226
	2022	1,000,000	22,132,015	4,000,000	18,337		27,150,352