Amazon CEO Andy Jassy's $214 million pay package is 'excessive' and should be vetoed by shareholders, say advisory firms

• Amazon CEO Andrew Jassy's $214 million pay package is excessive, say two investor advisory firms.
• They're also saying top executives' packages are "not connected" to performance criteria.

Amazon CEO Andy Jassy's pay package is too high.

That's according to the investor advisory firm Institutional Shareholder Services. "The value of the new CEO's $214 million award is excessive in the context of an internal promotion," ISS wrote in a report shared with clients on Thursday, the Financial Times reported.

"The compensation program lacks any connection to objective, pre-set performance criteria," the report continued.

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ISS is the world's largest investor advisory firm. It gives recommendations to shareholders of listed companies on how they should vote.

ISS joined another advisory firm in urging shareholders to vote against what they call unreasonable pay packages at Amazon. Last week, Glass Lewis said there's a disconnect "between pay and performance driven by one-off awards" in top Amazon executives' pay packages, Bloomberg reported.

Both firms are suggesting that shareholders vote to reject Amazon's top leaders' compensation packages in a nonbinding vote at the company's annual meeting scheduled for May 25.

Jassy took over as the CEO of Amazon from Jeff Bezos in July. In 2021, Jassy received $212,701,169 in total compensation, Insider reported in April, citing a proxy filing the company submitted. Only $175,000 of that came from his salary. The rest came from shares: He was awarded 61,000 shares that would vest over 10 years, worth $211,933,520, when he became CEO.

"The way the SEC rules work we are required to report that grant as total compensation for 2021, when in reality it will vest over the next 10 years," an Amazon spokesperson told Insider in an emailed statement on Friday.

"What this equates to from an annual compensation perspective is competitive with that of CEOs at other large companies and was approved by the Amazon Board of Directors," the spokesperson said in the email.

Bezos, who stepped down to the role of executive chairman, received $1,681,840 in total compensation in 2021. He earned a base salary of $81,840 and made $1.6 million in other forms of compensation with no stock awards, per the filing.

Jassy isn't the only Amazon executive whose salary is being called into question. Shareholders are also expected to consider Adam Selipsky and Dave Clark's pay packages in the vote later this month, Amazon's filing with the SEC shows. Selipsky, who heads Amazon Web Services, made almost $81.5 million in 2021, with most of it in a five-year stock grant. Clark leads Amazon's retail and logistics business and was paid $56 million last year.

Both ISS and Glass Lewis have recently urged shareholders to vote against CEO pay packages at German pharmaceuticals conglomerate Bayer and media company Discovery, according to Bloomberg reports.