Apple Inc DEF 14A, filed Jan 11, 2024

Apple Inc. (AAPL)

DEF 14A 2024-01-11 For: 2024-02-28

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Added on June 12, 2026

About this DEF 14A

Apple Inc filed this DEF 14A on January 11, 2024.

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	Preliminary Proxy Statement
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	Definitive Proxy Statement
	Definitive Additional Materials
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Notice of 2024 Annual Meeting of Shareholders	5
Message from our Chief Executive Officer	8
Apple Values	9
Proxy Statement Summary	11
2023 Business Highlights	12
Executive Compensation	13
Nominees to Apple’s Board of Directors	14
Shareholder Engagement	15
Voting Matters and Vote Recommendations	16
Corporate Governance	19
Our Corporate Governance Framework	20
Role of the Board of Directors	21
Board Independence	21
Board and Committee Structure	21
Board Oversight	23
Board Meetings and Attendance	26
Annual Board and Committee Self-Evaluations	26
Related Party Policy and Transactions	26
Business Conduct Policy	27
Communications with the Board	27
Directors	29
Board Composition and Refreshment	30
Nominees for Election	32
Compensation of Directors	38
Executive Officers	41
Executive Compensation	43
Message from the People and Compensation Committee	45
Compensation Discussion and Analysis	46
People and Compensation Committee Report	61
Executive Compensation Tables	62
Management Proposals	73
Proposal No. 1 - Election of Directors	74
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm	75
Proposal No. 3 - Advisory Vote to Approve Executive Compensation	77

Shareholder Proposals	79
Shareholder Proposals	80
Identification of Proponents	82
Vote Required	82
Proposal No. 4 - EEO Policy Risk Report	83
Proposal No. 5 - Report on Ensuring Respect for Civil Liberties	86
Proposal No. 6 - Racial and Gender Pay Gaps	89
Proposal No. 7 - Report on Use of AI	93
Proposal No. 8 - Congruency Report on Privacy and Human Rights	97
Other Matters	100
Other Information	101
Audit and Finance Committee Report	102
Security Ownership of Certain Beneficial Owners and Management	103
Delinquent Section 16(a) Reports	104
Equity Compensation Plan Information	105
General Information	106

Date and Time		Virtual Meeting Site
February 28, 2024		www.virtualshareholdermeeting.com/AAPL2024
9:00 A.M. Pacific Time		Who Can Vote
		Shareholders of record at the close of business on January 2, 2024

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
4-8	Shareholder Proposals if properly presented	AGAINST

Target CEO Pay	Mr. Cook’s 2023 target total compensation was $49 million, a reduction of over 40% from his 2022 target total compensation. Taking into consideration Apple’s comparative size, scope, and success, the People and Compensation Committee also intends to position Mr. Cook’s annual target compensation between the 80th and 90th percentiles relative to our primary peer group for future years.
CEO Equity Mix	The portion of performance-based RSUs granted to Mr. Cook was increased from 50% to 75% of his 2023 target equity award and the portion of his performance-based RSUs will be at least 75% of his target equity awards for future years.
CEO Retirement Vesting	The time-based RSUs awarded to Mr. Cook in 2023 provide for pro-rata instead of full vesting in the event of retirement during the term of the award and only if retirement occurs on or after the first anniversary of the grant date. The People and Compensation Committee intends to maintain this same structure for future years.

Name	Occupation	Independent	Age	Director Since	Audit Committee	People and Compensation Committee	Nominating Committee
Art Levinson Chair	Founder and CEO, Calico	✓	73	2000
Tim Cook	CEO, Apple		63	2011
Wanda Austin	Former President and CEO, The Aerospace Corporation	✓	69	Nominated for 2024
Alex Gorsky	Former Chair and CEO, Johnson & Johnson	✓	63	2021
Andrea Jung	President and CEO, Grameen America	✓	65	2008
Monica Lozano	Former President and CEO, College Futures Foundation	✓	67	2021
Ron Sugar	Former Chair and CEO, Northrop Grumman Corporation	✓	75	2010
Sue Wagner	Co-founder and Director, BlackRock	✓	62	2014

Leadership	8/8	People and Culture	8/8	Privacy and Security	2/8
Corporate Governance	8/8	Global Business and Operations	7/8	Public Policy and Government	2/8
Risk Management	8/8	Innovation and Technology	7/8	Environment and Climate	1/8
Financial	8/8	Brand and Marketing	6/8	Veterans, Women, and Members of Underrepresented Communities	6/8

				Comprehensive Engagement Program
				Comprehensive Engagement Program

Civil Rights Assessment		Apple published a Civil Rights Assessment report prepared by former U.S. Attorney General, Eric Holder, and a team from Covington & Burling LLP. The report reviews Apple’s extensive efforts to respect civil rights and to promote diversity, equity, and inclusion and live by its core values, including accessibility, inclusion and diversity, and privacy. These efforts, many of which began years ago, are reflected in Apple’s current policies and practices, which are detailed in Covington’s report.
Workers’ Rights Assessment		Apple published a Workers’ Rights Assessment report prepared by former U.S. Ambassador and Permanent Representative to the United Nations Human Rights Council, Keith Harper, and a team from Jenner & Block LLP. The report reviews Apple’s efforts to comply with its Human Rights Policy in the United States as it relates to workers’ rights to freedom of association and collective bargaining, and describes how Apple’s efforts to comply with its Human Rights Policy are embedded in its policies and practices.

Proposal		Board Recommendation	Page Reference
1	Election of Directors ● Our Board is made up of directors with diverse skills, qualities, attributes, 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 and 2022 Annual Meetings and nominated Wanda Austin for election at this year’s Annual Meeting.	FOR each nominee	74
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	75
3	Advisory Vote to Approve Executive Compensation ● Our executive compensation program is designed to align pay with performance, taking into account shareholder feedback and interests. ● The compensation paid to our named executive officers in 2023 reflects the strength of our annual financial results and stock price performance.	FOR	77
4	EEO Policy Risk Report ● We are committed to nurturing a culture where every great idea can be heard and where everyone belongs, including those with differing viewpoints and ideologies. ● Our policies, practices, and trainings already address the proposal’s concern, and a report on potential risks to the Company of omitting “viewpoint” and “ideology” from our EEO Policy would not provide material additional information to shareholders.	AGAINST	83
5	Report on Ensuring Respect for Civil Liberties ● Apple is committed to respecting human rights, including civil rights, freedom of expression, and access to information, and we review our procedures for administering the App Store for alignment with this commitment. ● We already provide the requested information about the standards and procedures Apple uses to curate apps available in the App Store and about government orders to take down apps.	AGAINST	86

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 and training		Our Board regularly receives training and updates on ethics, compliance, and governance.

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.

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 adopted Apple’s human rights policy — 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. The Board oversaw Apple’s recently completed Civil Rights Assessment, published in July 2023 and Workers’ Rights Assessment, published in December 2023.

People and Teams		The Board takes an active role in overseeing 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 against 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.

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 Information Security. Additionally, the Audit Committee reviews reports on privacy and data security matters from Apple’s General Counsel, and from the heads of Compliance and Business Conduct, 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 Presidents of Machine Learning and AI Strategy, Software, and Services, and a cross-functional group of senior representatives from Services, Software 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.

Regulatory and Antitrust Compliance		Apple’s full Board takes an active role in overseeing legal and regulatory risks related to Apple’s business. The Board receives regular updates from Apple’s General Counsel and Vice President of Product and Regulatory Law on legal and regulatory developments affecting the Company, 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 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.

	Levinson	Cook	Austin	Gorsky	Jung	Lozano	Sugar	Wagner
Core
Leadership
Corporate Governance
Risk Management
Financial
Strategic
People and Culture
Global Business and Operations
Innovation and Technology
Brand and Marketing
Privacy and Security
Public Policy and Government
Environment and Climate
Identity
Gender Expression	Male	Male	Female	Male	Female	Female	Male	Female
LGBTQ+	No	Yes	No	No	No	No	No	No
Race/Ethnicity	White	White	African American	White	Asian	Latino	White	White
Veteran	No	No	No	Yes	No	No	No	No

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)⁽¹⁾	All Other Compensation ($)⁽²⁾	Total ($)
James Bell	100,000		275,022	5,529	380,551
Al Gore	100,000		275,022	1,872	376,894
Alex Gorsky	100,000		275,022	2,021	377,043
Andrea Jung	132,500		275,022	6,909	413,431
Art Levinson	275,000		275,022	5,254	555,276
Monica Lozano	100,000	⁽³⁾	275,022	2,880	377,902
Ron Sugar	137,500		275,022	14,328	426,850
Sue Wagner	127,500		275,022	4,000	406,522

(1)	In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to Non-Employee Directors during 2023, 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 March 10, 2023 received an Annual Director Award of 1,852 RSUs with a grant date fair value for each RSU of $148.50. Each Non-Employee Director serving on the Board as of September 30, 2023 held 1,852 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 for Ms. Jung of $5,000 and Dr. Sugar of $10,000.
(3)	Ms. Lozano participated in the Deferred Compensation Plan and deferred $12,500 of her 2023 annual cash retainer. The Deferred Compensation Plan does not provide for above-market or preferential earnings.

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		We have recoupment provisions that comply with the new SEC rules and Nasdaq Listing Standards for our Section 16 officers for the recovery of any erroneously awarded performance-based incentive compensation. We also maintain a discretionary recoupment policy applicable to our named executive officers and our broader executive team that allows for recovery of annual cash incentives, 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 types of 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 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

	●	Created experiences that are customizable to the diverse needs of our users with new features for cognitive accessibility, along with LiveSpeech, Personal Voice, and Point and Speak in Magnifier
	●	Launched SignTime in Japan, Australia, Korea, Italy, Spain and Germany
	●	Supported 3 million minutes of sign language across 10 countries for customer and team members since launch

	●	Opened developer labs in Cupertino, London, Munich, Shanghai, Singapore and Tokyo to provide developers with hands-on experience to test their apps on Apple Vision Pro hardware and obtain support from Apple engineers
	●	Launched New Silicon Initiative at Historically Black Colleges and Universities across the country to help prepare students for careers in the growing fields of hardware technology, computer architecture and silicon chip design

	●	Announced a major expansion of Apple’s Restore Fund, doubling the company’s total commitment to advancing high-quality, nature-based carbon removal projects
	●	Released Apple’s first carbon neutral products and announced its first entirely fiber-based packaging for the new Apple Watch lineup
	●	Announced our commitment to transition to recycled and renewable materials including, 100% recycled cobalt, tin, and rare earth elements in select components by 2025

Apple Inc DEF 14A, filed Jan 11, 2024

About this DEF 14A

Attending the Annual Meeting

Notice of 2024 Annual Meeting of Shareholders

Items of Business and Board Voting Recommendation

Message from our Chief Executive Officer

To our shareholders,

Apple Values

Accessibility

Education

Environment

Inclusion & Diversity

Privacy

Racial Equity and Justice

Supplier Responsibility

Progress Across our Values

Proxy Statement Summary

2023 Business Highlights

Executive Compensation

Nominees to Apple’s Board of Directors

Nominee Skills and Demographic Matrix

Shareholder Engagement

Voting Matters and Vote Recommendations

Corporate Governance

Our Corporate Governance Framework

Role of the Board of Directors

Board Independence

Board and Committee Structure

Audit Committee

People and Compensation Committee

Nominating Committee

Board Oversight

Selected Areas of Oversight

Board Meetings and Attendance

Annual Board and Committee Self-Evaluations

Related Party Policy and Transactions

Business Conduct Policy

Communications with the Board

Directors

Board Composition and Refreshment

Board Composition

Director Selection and Evaluation

Nominees for Election

Nominee Skills and Demographic Matrix

Compensation of Directors

Cash Retainers

Equity-Based Awards

Equipment and Other Business-Related Programs

Deferred Compensation Plan

Stock Ownership Guidelines

Director Compensation—2023

Executive Officers

Executive Compensation

Message from the People and Compensation Committee

Compensation Discussion and Analysis

Summary of 2023 Named Executive Officer Compensation

Say on Pay Advisory Vote Results

Executive Compensation Policies and Practices

Guiding Compensation Principles

Executive Compensation Decision-Making Process

People and Compensation Committee Priorities when Setting Executive Compensation

The Role of the Compensation Consultant

The Role of Shareholders

Role of Peer Groups

The Role of the Chief Executive Officer

Components of Named Executive Officer Compensation

Summary of CEO Compensation

Alignment with Shareholder Value Creation

2024 CEO Total Target Compensation

Summary of Other Named Executive Officer Compensation

Cash Incentive Plan - 2023 Financial Performance Measures and Payout Opportunities

2023 Financial Performance Goals and Results

Annual Assessment of Apple Values and Key Community Initiatives

Scorecard Focus and Select Highlights:

2023 Cash Incentive Plan Payouts

2023 Long-Term Equity Awards and Results

2023 Time-Based RSUs

2023 Performance-Based RSUs

Dividend Equivalents

Performance-Based RSU 2023 Results

Message from our
Chief Executive Officer

Proxy
Statement
Summary

Corporate
Governance

Executive
Officers

Executive
Compensation

Message from the
People and Compensation Committee

Management
Proposals

Shareholder
Proposals

Other
Information

	●	Double-digit increase in female leadership hiring and overall female leadership representation increases in all categories
	●	Strong employee engagement scores across all genders globally and race/ethnicities in the 2023 US corporate survey

	●	Launched and managed the roll out of Advanced Data Protection in iOS16.3, which provides Apple’s highest ever security to user data in iCloud where the user alone decides on access to their iCloud data
	●	Expanded Communication Safety beyond Messages In iOS 17, iPadOS 17 and made it default on for U13 to help keep kids safe when sending and receiving content via AirDrop, Contact Posters, a FaceTime message, and when using the Photos picker to choose content to send
	●	Made key innovations in privacy features to give users greater control of their data, such as Check In

	●	Overall commitment more than doubled 2020 commitment and surpassed $200M in investments, including an additional $25M in venture capital investments to expand support for minority-led businesses and address systemic barriers to funding access
	●	Launched a new $6M partnership with My Brother’s Keeper Alliance, aimed to help close opportunity gaps faced by boys and young men of color with plans to train more than 500 leaders and engage over 50,000 U.S. youth

	●	Supported supplier employees through expanded scope and depth to our Supplier Employee Development Fund, designed to strengthen and scale programs that support worker voice, rights training and education, and skill development opportunities
	●	Formally communicated to major manufacturing partners our expectation that they decarbonize their entire Apple production footprint by 2030

	●	Aided impacted team members and their families in response to key moments of crisis this year with monetary donations to 23 different disaster relief organizations
	●	In connection with the launch of Apple Battersea, the Community Investment team coordinated a holistic approach with deep community and employee engagement across work groups to significantly increase our investment within Wandsworth and launched new programming across the Borough

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	98th Percentile	173.34%
S&P 500 Companies	85th Percentile	77.0%
	55th Percentile	31.04%
	25th Percentile	4.99%
	Below 25th	<4.99%

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards⁽¹⁾ ($)	Non-Equity Incentive Plan Compensation⁽²⁾ ($)	All Other Compensation ($)		Total ($)
Tim Cook Chief Executive Officer	2023	3,000,000		46,970,283	10,713,450	2,526,112	⁽³⁾	63,209,845
	2022	3,000,000	—	82,994,164	12,000,000	1,425,933		99,420,097
	2021	3,000,000	—	82,347,835	12,000,000	1,386,559		98,734,394
Luca Maestri Senior Vice President, Chief Financial Officer	2023	1,000,000		22,323,641	3,571,150	41,092	⁽⁴⁾	26,935,883
	2022	1,000,000	—	22,132,015	4,000,000	19,783		27,151,798
	2021	1,000,000	—	21,959,620	4,000,000	18,883		26,978,503
Kate Adams Senior Vice President, General Counsel and Secretary	2023	1,000,000		22,323,641	3,571,150	46,914	⁽⁵⁾	26,941,705
	2022	1,000,000	—	22,132,015	4,000,000	15,208		27,147,223
	2021	1,000,000	—	21,959,620	4,000,000	14,533		26,974,153
Deirdre O’Brien Senior Vice President, Retail	2023	1,000,000		22,323,641	3,571,150	42,219	⁽⁶⁾	26,937,010
	2022	1,000,000	—	22,132,015	4,000,000	19,783		27,151,798
	2021	1,000,000	—	21,959,620	4,000,000	61,191		27,020,811
Jeff Williams Chief Operating Officer	2023	1,000,000		22,323,641	3,571,150	66,435	⁽⁷⁾	26,961,226
	2022	1,000,000	—	22,132,015	4,000,000	18,337		27,150,352
	2021	1,000,000	—	21,959,620	4,000,000	17,437		26,977,057

(1)	The grant date fair value for time-based RSUs is measured in accordance with FASB ASC 718 and based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, as determined under FASB ASC 718 based on the probable outcome of the performance condition as of the grant date. The grant date fair value for each award may differ based on the applicable data, assumptions, and estimates used in the model. See footnote 1 to the table entitled “Grants of Plan-Based Awards—2023.”

(2)	As described under “Executive Compensation—Compensation Discussion and Analysis,” the named executive officers’ Cash Incentive Plan awards are based on the performance of Apple relative to predetermined financial goals for the year and the performance of the individual named executive officer. The threshold, target, and maximum payout amounts for each named executive officer’s Cash Incentive Plan payout opportunity for 2023 are shown in the table entitled “Grants of Plan-Based Awards—2023.” In 2023, Apple’s performance exceeded the target performance goals for both net sales and operating income, resulting in a preliminary payout of 166.1% of the total target payout opportunity for each named executive officer. Upon review and discussion with management of the significant actions taken and progress achieved across each of our values and key community initiatives during 2023, the People and Compensation Committee modified the preliminary payout opportunities by 7.5% and awarded Cash Incentive Plan payouts equal to 178.6% of the target payout opportunity for each of our named executive officers.

(3)	This amount represents: (i) Apple’s contributions to Mr. Cook’s account under the 401(k) plan in the amount of $19,800; (ii) term life insurance premiums paid by Apple in the amount of $2,964; (iii) vacation cash-out in the amount of $57,692; (iv) security expenses in the amount of $820,309, which represents the incremental cost to Apple for personal security services provided to Mr. Cook as determined by allocating both direct costs and a percentage of fixed costs incurred by Apple and used to provide such personal security services; (v) personal air travel expenses in the amount of $1,621,468, which represent the incremental cost to Apple for Mr. Cook’s personal use of private aircraft based on hourly flight charges and other variable costs incurred by Apple for such use, including variable fuel charges, departure fees, and landing fees; and (vi) the incremental cost to Apple for a tenure-based service award for Mr. Cook. For security and efficiency reasons, the Board requires Mr. Cook to use private aircraft for all business and personal travel.

(4)	This amount represents: (i) Apple’s contributions to Mr. Maestri’s account under the 401(k) plan in the amount of $19,800; (ii) term life insurance premiums paid by Apple in the amount of $1,483; (iii) expenses in the amount of $18,069, which represent the incremental costs to Apple for personal and guest attendance at a business-related entertainment event; and (iv) the incremental cost to Apple of cybersecurity expenses for Mr. Maestri.

(5)	This amount represents: (i) Apple’s contributions to Ms. Adams’ account under the 401(k) plan in the amount of $19,800; (ii) term life insurance premiums paid by Apple in the amount of $1,483; (iii) expenses in the amount of $22,151, which represent the incremental costs to Apple for personal and guest attendance at a business-related entertainment event; and (iv) the incremental cost to Apple of cybersecurity expenses for Ms. Adams.

(6)	This amount represents: (i) Apple’s contributions to Ms. O’Brien’s account under the 401(k) plan in the amount of $19,800; (ii) term life insurance premiums paid by Apple in the amount of $1,483; (iii) expenses in the amount of $20,066, which represent the incremental costs to Apple for personal and guest attendance at a business-related entertainment event; and (iv) the incremental cost of cybersecurity expenses for Ms. O’Brien;

(7)	This amount represents: (i) Apple’s contributions to Mr. Williams’ account under the 401(k) plan in the amount of $19,800; (ii) term life insurance premiums paid by Apple in the amount of $37; (iii) expenses in the amount of $36,847, which represent the incremental costs to Apple for personal and guest attendance at a business-related entertainment event; and (iv) the incremental cost to Apple of a tenure-based service award and cybersecurity expenses for Mr. Williams.