AAPL Apple Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )

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Apple Inc.

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Attending the Annual Meeting

We are pleased to welcome shareholders to the 2025 Annual Meeting, to be held virtually on February 25, 2025, at 8:00 A.M. Pacific Time.

To attend, vote, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/AAPL2025 and enter the control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting. Attendance at the Annual Meeting is subject to capacity limits set by the virtual meeting platform provider. To submit questions in advance of the Annual Meeting, visit proxyvote.com before 8:59 P.M. Pacific Time on February 24, 2025, and enter your control number.

Your vote is important to us. We encourage you to vote your shares in advance to ensure that your vote will be represented at the Annual Meeting. You may vote online, as well as by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. For more detailed information, see the section entitled “Voting Procedures” beginning on page 101 of the Proxy Statement.

In the Proxy Statement, the terms “Apple,” “we,” “our,” and “Company” refer to Apple Inc. Information presented in the Proxy Statement is based on Apple’s fiscal calendar, other than references to particular years in connection with our shareholder engagement program, in the biographical information about our directors and executive officers, and the opposition statements to the shareholder proposals, which refer to calendar years. The Proxy Statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference into the Proxy Statement or in any other Securities and Exchange Commission filing we make under the Securities Exchange Act of 1934, as amended.

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our goals, commitments, and strategies and our executive compensation program. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks, uncertainties, and other important factors that are discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent Securities and Exchange Commission filings. We assume no obligation to update any forward-looking statements, which speak only as of the date they are made.

Copyright © 2025 Apple Inc. All rights reserved. Apple and the Apple logo are trademarks of Apple Inc., registered in the U.S. and other countries and regions.

These materials were first sent or made available to shareholders on January 10, 2025.

Table of Contents

Notice of 2025 Annual Meeting
of Shareholders

Items of Business and Board Voting Recommendations

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

And other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

Sincerely,

Kate Adams

Senior Vice President,
General Counsel and Secretary
Cupertino, California
January 10, 2025

Important notice regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 25, 2025. The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at proxyvote.com and at investor.apple.com.

Message from our Chief Executive Officer

To our shareholders,

This is an exciting time at Apple — one defined by innovation and the profound impact our technology can have on people’s lives.

Last year, we launched a new era with our first products built from the ground-up for Apple Intelligence — which brings together personal context with powerful generative models to deliver intelligence that’s relevant and useful to you. Apple Intelligence is deeply integrated across our products, encompassing so many capabilities that make your technology even more responsive and helpful. And it sets a new standard for privacy in AI by extending on-device protections into the cloud with Private Cloud Compute.

Profound technologies like these wouldn’t be possible without the breakthroughs we’ve made in Apple silicon, which have brought unprecedented power and performance to iPad, Mac, iPhone, and the other products we make. We also continue to provide standout services that enrich our users’ everyday lives — from the convenience of Apple Pay, to the incredible listening experience of Apple Music, to the outstanding, award-winning movies and shows on Apple TV+. And our Retail teams continue to help our customers experience all this and more at Apple stores around the world.

As always, I am especially proud of how teams at Apple bring together groundbreaking innovations with the values that guide our work. We’ve continued to lead the way in creating technology that is accessible and empowering, and that protects everyone’s privacy. And we’ve unlocked so many ways for our products to help people, including when it comes to their health.

A Hearing Test and a personalized Hearing Aid feature are now available on AirPods Pro 2, offering tools that can help the approximately 1.5 billion people with hearing loss learn about their hearing health and get the assistive support they need. Meanwhile, Apple Watch can help our users detect signs of sleep apnea, which, when left untreated, can have serious health consequences. And to help people stay safe, Emergency SOS on iPhone can help users reach their loved ones, or emergency services, when they are off the grid — even if a disaster knocks out their cell network.

We’ve also continued to reduce our environmental impact with innovations across our latest products, like the Mac mini — our first carbon neutral Mac. That has brought us closer than ever to Apple 2030 — our goal to be carbon neutral across our supply chain and the use of our customers’ devices by the end of the decade.

With progress like this, it’s worth reflecting on all we’ve achieved for our customers. And with that in mind, I’d like to invite you to this year’s annual shareholder meeting on February 25, 2025. On behalf of all of us at Apple, thank you for your engagement and your confidence in our company.

Today, we’ve never been more optimistic about the impact great innovations can have on people’s lives. And with a fresh sense of purpose and possibility, we’ll continue to innovate because we believe that our best work is still ahead of us.

Tim Cook

Proxy
Statement
Summary

2024 Business Highlights

At Apple, across everything we do, we’re always thinking about what comes next, the next great challenge, the next innovative idea, the next big breakthrough. In 2024, we continued to achieve strong financial results for our shareholders by innovating and delivering powerful new hardware and software features for our customers. And it has been an extraordinary year of innovation as we launched Apple Intelligence, a remarkable personal intelligence system that redefines privacy in generative artificial intelligence.

Net Sales +2% Y/Y Growth $391.0B Operating Income +8% Y/Y Growth $123.2B

Total Shareholder Return Through September 28, 2024, includes reinvestment of dividends

Executive Compensation

Motivating and retaining an exceptional leadership team is a key factor of Apple’s long-term success. We have a straightforward and effective executive compensation program that incorporates sound policies and best practices and delivers a majority of our named executive officers’ compensation through incentives that are aligned with shareholder interests and Company performance.

Aligned with Shareholder Interests and Company Performance

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

For more information on our executive compensation program and the 2024 compensation of our named executive officers, see the section entitled “Compensation Discussion and Analysis” beginning on page 42.

Nominees to Apple’s Board of Directors

Apple is overseen by directors with diverse skills and experiences to address the Company’s evolving needs and represent the best interests of Apple’s shareholders. Below are the nominees for election at our Annual Meeting.

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

Nominee Skills and Demographic Matrix

For more information on our nominees, see the section entitled “Directors” beginning on page 25.

Shareholder Engagement

We proactively engage with shareholders throughout the year to better understand their priorities and perspectives on significant issues, including company performance and strategy, executive compensation, corporate governance, shareholder proposals, and environmental and social matters. Engagement participants include members of senior management and our Board. Apple and its Board consider feedback and insights from shareholders and other stakeholders as we review our programs, practices, and disclosures.

Progress Across our Values

At Apple, we are always working to leave the world better than we found it. That’s why we lead with our values in the technology we make, the way we make it, and how we treat people and the planet we all share. 

We believe the best technology should work for everyone, so we build accessibility into everything we make from the ground up. And thanks to an ever-expanding range of innovations — like Eye Tracking, Voice Control, and AssistiveTouch — our users can control our products with their eyes, their voice, or a simple gesture. Features like these make a life-changing difference for so many people, every single day.

We also believe privacy is a fundamental human right, and we are constantly innovating to protect people’s data. This year, that meant setting a new standard for privacy in AI with Private Cloud Compute for Apple Intelligence — which extends our on-device protections into the cloud. And we continue to share innovations that empower our users and protect their personal information.

Our values shape our culture and the impact we have on the world. At Apple, we work to foster a culture of belonging amongst our employees, and our teams work to expand access to opportunity for all, including those who need it most. We work with schools and nonprofit organizations around the world to provide grants and other hands-on programming designed to expand access to technology, along with educational and workforce opportunities, and help share programs like Swift Playgrounds that teach coding to learners of all ages. And we’re innovating to reduce the environmental impact of our devices — including the Mac mini, our first carbon neutral Mac. That milestone brings us closer than ever to reaching our Apple 2030 goal, and becoming carbon neutral across our supply chain and the use of our customers’ devices.

Items of Business and Board Voting Recommendations

Corporate
Governance

Our Corporate Governance Framework

Apple operates under a corporate governance framework designed to be a flexible working structure for principled actions, effective decision-making, and appropriate monitoring of both compliance and performance. Apple’s key governance documents, including our Corporate Governance Guidelines, are available at investor.apple.com/leadership-and-governance.

Role of the Board of Directors

Apple’s Board oversees the CEO and other senior management in the competent and ethical operation of Apple and seeks to ensure that the long-term interests of shareholders are being served. Directors are expected to take a proactive, focused approach to ensure Apple is committed to business success through the maintenance of high standards of responsibility and ethics.

Board Independence

Apple’s Corporate Governance Guidelines require a majority of Board members to be independent. The Board has determined that all Board members, other than Mr. Cook, are independent under applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”).

Apple’s Board has a standing Audit and Finance Committee (the “Audit Committee”), People and Compensation Committee (the “People and Compensation Committee”), and Nominating and Corporate Governance Committee (the “Nominating Committee”). The Board has determined that all committee members are independent under applicable Nasdaq and Securities and Exchange Commission (“SEC”) rules for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Board and Committee Structure

Apple regularly reviews the Board’s leadership structure and the responsibilities and composition of its standing committees. The structure and composition of Apple’s Board and its committees are intended to leverage the diverse perspectives of the Board members and promote effective oversight.

The Board believes its current leadership structure, in which the roles of Chair and CEO are separated, best serves Apple’s overall corporate structure and the Board’s ability to carry out its roles and responsibilities on behalf of Apple’s shareholders, including its oversight of management and corporate governance matters. The Board also believes that the current structure allows our CEO to focus on managing Apple, while leveraging our independent Chair’s experience to drive accountability at the Board level.

The current membership and function of each standing committee is described on the following page. Each committee operates under a written charter adopted by the Board, which is available at investor.apple.com/leadership-and-governance. Each committee reviews and assesses its charter annually.

Audit Committee

People and Compensation Committee

Nominating Committee

Board Oversight

The Board takes an active role in overseeing corporate and product strategy and seeks to ensure the long-term interests of Apple and its shareholders are being served. The Board believes that evaluating the executive team’s management of the risks confronting Apple is one of its most important areas of oversight. In carrying out this responsibility, the Board is assisted by its committees, each of which considers risks within its areas of primary responsibility and expertise and apprises the full Board of significant matters and management’s response.

Selected Areas of Oversight

Board Meetings and Attendance

The Board met five times during 2024. Each member of the Board who served during 2024 attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board held during 2024, and (ii) the total number of meetings held by each committee of the Board on which the member served during 2024.

Apple expects all of its directors to attend the Annual Meeting. All directors attended the 2024 annual meeting of shareholders (the “2024 Annual Meeting”).

Annual Board and Committee Self-Evaluations

The Board conducts an annual self-evaluation to assess whether the Board, its committees, and each member of the Board are working effectively, and to provide an opportunity to reflect upon and improve processes and effectiveness.

The Nominating Committee designs and establishes the overall evaluation framework, and Dr. Levinson, the independent Chair of the Board, leads the evaluation interviews and feedback sessions. Dr. Levinson conducts one-on-one discussions with each director to obtain their assessment of the effectiveness and performance of the Board and its committees. Additional discussion topics include Board and committee composition and refreshment; timing, agendas, and content of Board and committee meetings; Board dynamics and function; peer reviews of other members; and executive succession planning. Board members are also invited to discuss the performance of Dr. Levinson directly with the Chair of the Nominating Committee. A summary identifying any themes or issues that have emerged is presented to the Board on an anonymous basis.

Each committee conducts its own annual self-evaluation and reports the results to the Board. Each committee’s evaluation includes an assessment of the committee’s compliance with Apple’s Corporate Governance Guidelines and the committee’s charter.

Related Party Policy and Transactions

The Board has adopted a written policy for approval of transactions between Apple and its directors, director nominees, executive officers, greater than 5% beneficial owners of Apple’s common stock or any other class of Apple’s equity securities, and each of their respective immediate family members, where the amount involved in the transaction exceeds or is reasonably expected to exceed $120,000 in a single fiscal year and the related party has or will have a direct or indirect interest in the transaction (other than solely as a result of being a director or less than 10% beneficial owner of another entity). A copy of this policy is available at investor.apple.com/leadership-and-governance. The policy provides that the Audit Committee must review transactions subject to the policy and determine whether to approve or ratify those transactions. Certain types of transactions are deemed pre-approved pursuant to standing pre-approval guidelines established by the Audit Committee. In addition, the Audit Committee has delegated authority to its Chair to pre-approve or ratify transactions under certain circumstances. A summary of new transactions covered by standing pre-approvals or transactions approved or ratified by the Chair of the Audit Committee, if any, is provided to the Audit Committee for its review.

In reviewing transactions subject to the policy, the Audit Committee or the Chair of the Audit Committee, as applicable, considers (as it deems appropriate for the circumstances):

Several of Apple’s Board members and executive officers serve as directors or executive officers of other organizations, including organizations with which Apple has commercial and charitable relationships. Apple does not believe that any director had a direct or indirect material interest in any relationships during 2024 and through the date of this Proxy Statement.

A family member of our Chief Operating Officer is employed by Apple and received total compensation in excess of $120,000 for the period from the beginning of fiscal year 2024 through the date of the filing of this Proxy Statement. The family member’s compensation was established by Apple in accordance with our compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions.

Business Conduct Policy

Apple seeks to conduct business ethically, honestly, and in compliance with applicable laws. Apple’s code of ethics, entitled “Business Conduct: The way we do business,” sets out the principles that guide Apple’s business practices — honesty, respect, confidentiality, and compliance. The code applies to all employees, including Apple’s principal executive officer, principal financial officer, and principal accounting officer. Relevant sections of the code also apply to the Board. Apple expects its suppliers, contractors, consultants, and other business partners to follow the principles set forth in the code when providing goods and services to Apple or acting on its behalf. The code is available at apple.com/compliance/pdfs/Business-Conduct-Policy.pdf. Apple intends to disclose any changes to or waivers from this code by posting to our website if disclosure is required by SEC or Nasdaq rules.

Apple’s code is managed by the Business Conduct organization, under the oversight of Apple’s Chief Compliance Officer. Employees are required to complete training on the code upon joining Apple and annually thereafter. With input from relevant stakeholders and executive leadership, we regularly review and update Apple’s code and related policies to ensure they provide clear, actionable guidance to our employees, executive officers, and directors.

Additionally, Apple has an insider trading policy governing the purchase, sale, and other dispositions of Apple’s securities that applies to all Apple personnel, including directors, officers, employees, and other covered persons. Apple also follows procedures for the repurchase of its securities. We believe our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to Apple. A copy of Apple’s insider trading policy was filed as Exhibit 19.1 to its Annual Report on Form 10-K for the year ended September 28, 2024.

Communications with the Board

Any matter intended for the Board, or for any individual member of the Board, should be directed to Apple’s Secretary at One Apple Park Way, MS: 927-4GC, Cupertino, CA 95014 USA, with a request to forward the communication to the intended recipient. In general, any shareholder communication delivered to Apple for forwarding to Board members will be forwarded in accordance with the shareholder’s instructions. Apple reserves the right to not forward to Board members any abusive, threatening, or otherwise inappropriate materials.

Directors

Board Composition and Refreshment

Board Composition

Apple’s Board consists of a diverse group of highly qualified leaders in their respective fields. All of our directors have senior leadership experience at large domestic or multinational companies. In these positions, they have gained significant and diverse management experience, including in the areas of strategic and financial planning, public company financial reporting, compliance, risk management, and leadership development. They also have in-depth public company experience serving as executive officers, or on boards of directors and board committees, and a robust understanding of corporate governance practices and trends. In addition, many of our directors have experience as directors or trustees of significant public policy, academic, research, nonprofit, and philanthropic institutions, and bring unique perspectives to the Board.

The Board and the Nominating Committee believe the skills and experiences of our directors provide Apple with business acumen and a diverse range of perspectives to effectively address Apple’s evolving needs, oversee senior management in the competent and ethical operation of Apple, and represent the best interests of Apple’s shareholders. 

The Board considers its composition and refreshment in the context of Apple’s long-term strategic goals and seeks to thoughtfully manage the pace of change and refreshment of its members over time. In recent years, the Board added three new members, including Dr. Austin, who joined in 2024. 

Under the Board’s retirement policy, directors generally may not stand for re-election after attaining age 75. In consideration of the transition of the role of Chief Financial Officer from Luca Maestri to Kevan Parekh on January 1, 2025, significant recent refreshment in board composition, and the value of retaining directors who have developed deep insights into the Company during their tenure, the Board determined that it would be in the best interests of Apple and its shareholders to ask Ron Sugar, the Chair of the Audit Committee, to stand for re-election at the 2025 Annual Meeting, although he previously attained the age of 75. As Chair of the Audit Committee, Dr. Sugar has a significant technical and leadership role on the Board, which the Board took into consideration in its succession planning. Dr. Sugar also brings to the Board executive leadership experience as a former 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.

Our Corporate Governance Guidelines require an annual review by the Nominating Committee of each director’s various time commitments, including their primary occupation, service on other public company boards and board committees, leadership positions on other boards, as well as service with private company boards and non-profit organizations. Following its review in 2024, the Nominating Committee determined that, in its view, no director currently has time commitments that would prevent them from properly discharging their duties as directors.

Nominee Selection

The Nominating Committee oversees board succession planning and recruitment of potential candidates. The Nominating Committee considers candidates who are recommended by its members, by other Board members, by shareholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates. In evaluating potential nominees to the Board, the Nominating Committee considers, among other things: independence, character, ability to exercise sound judgment, demonstrated leadership, ability and willingness to commit sufficient time to the Board, and relevant skills and experience in the context of the Board’s evolving needs. The Nominating Committee also considers the diversity of the Board overall with respect to age, disability, gender identity or expression, ethnicity, military veteran status, national origin, race, religion, sexual orientation, and other backgrounds and experiences. The Nominating Committee is committed to actively seeking out, and will instruct any search firm it engages to identify, individuals who will contribute to the overall diversity of the Board to be included in the pool of candidates from which nominees to the Board are selected. 63% of our nominees self-identify as women or members of an underrepresented group, and 50% of Board leadership positions are held by women. The Board monitors the mix of skills and experience of its directors to help ensure it has the necessary tools to perform its oversight function effectively.

The Nominating Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other candidates. Shareholders who wish to recommend a director candidate should submit the candidate’s name and background information in writing to our Secretary at One Apple Park Way, MS: 927-4GC, Cupertino, CA 95014 USA. In addition, the proxy access provisions in our bylaws provide that a shareholder, or a group of up to 20 shareholders, owning at least 3% of our outstanding shares continuously for at least three years, may nominate director nominees constituting up to 20% of Apple’s Board for inclusion in our proxy statement. Nominating shareholders and nominees must satisfy the requirements set forth in our bylaws, which can be found at investor.apple.com/leadership-and-governance. Any notice of director nomination submitted to Apple other than through proxy access must include the additional information required by Rule 14a-19(b) under the Exchange Act.

The Nominating Committee has evaluated and recommended to the full Board each of the nominees named in this Proxy Statement for election to the Board. 

Nominees for Election

The following matrix highlights the mix of key skills and experiences of the nominees that, among other factors, led the Board and the Nominating Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director based on the current composition of the Board, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. The Nominating Committee assesses the directors’ mix of skills on an annual basis. The demographic information presented below is based on voluntary self-identification by each nominee. Additional biographical information on each nominee is set out starting on page 30.

Nominee Skills and Demographic Matrix

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

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

Core Skills

Leadership

Experience serving in a significant leadership position, including as a chief executive officer, chief financial officer, or other senior leadership role, equips directors with valuable insight into organizational behavior and processes and a deep understanding of the various aspects of modern organizations, including strategic planning, financial reporting, compliance, values, and culture.

Corporate Governance

Experience on public company boards promotes an understanding of the dynamics and operation of a corporate board and its relationship with the chief executive officer and other senior management, as well as deep knowledge of corporate governance practices and policies and an appreciation of how they can impact Apple.

Risk Management

Experience identifying, managing, or mitigating risks develops a director’s ability to appreciate, anticipate, and effectively oversee Apple’s risk management.

Financial

Knowledge of financial markets, financing, and financial reporting processes helps our directors understand and oversee our financial position, results of operations, and related financial reporting, as well as our broader financing activities and capital structure.

Strategic Skills

People and Culture

Because Apple operates in a very competitive talent market, directors with experience managing people and teams, including recruitment, retention, development, compensation, and incentivization of key talent, provide strategic value in overseeing our efforts to recruit, retain, and develop our people and teams and in determining compensation for our CEO and other senior leaders.

Global Business and Operations

Experience in global business and operations, including exposure to global business cultures, consumer preferences, and economic, regulatory, and political conditions, helps directors oversee Apple’s global footprint and complex supply chain.

Innovation and Technology

Directors with an understanding of innovation and technology, including through experience in technology-related businesses or driving scientific innovation, are strategically equipped to oversee Apple’s innovation-focused product and services roadmap.

Brand and Marketing

Experience with the marketing and branding of products, building brand awareness, and enhancing corporate reputation can help directors successfully guide and advise management and oversee related efforts.

Privacy and Security

At Apple, we believe privacy is a fundamental human right. Directors with experience in information security, data privacy, and cybersecurity are uniquely qualified to oversee our product and services roadmap, as well as privacy and cybersecurity risks.

Public Policy and Government

Experience in government relations, regulatory matters, or regulated industries provides a valuable perspective as Apple operates in an increasingly regulated global environment.

Environment and Climate

At Apple, we believe business can and should be a force for good. Directors with experience leading efforts to mitigate climate change and other environmental impacts are well qualified to oversee our environmental programs and product development.

Compensation of Directors

Members of the Board who are not Apple employees (“Non-Employee Directors”) receive compensation for their service on the Board. As an Apple employee, Mr. Cook, our CEO, does not receive compensation for his service on the Board. The People and Compensation Committee annually reviews the total compensation of our Non-Employee Directors and each element of our Non-Employee Director compensation program. As part of this process, the People and Compensation Committee evaluates market data provided by its independent compensation consultant, Pay Governance LLC (“Pay Governance”), and makes a recommendation to the Board. The Board determines the form and amount of Non-Employee Director compensation after reviewing the People and Compensation Committee’s recommendation. The Apple Inc. Non-Employee Director Stock Plan (the “Director Stock Plan”) has an annual limit of $1.5 million for all compensation paid or granted to a Non-Employee Director for service on the Board.

Cash Retainers

Our Non-Employee Directors receive an annual cash retainer of $100,000. In 2024, the Chair of the Board, Dr. Levinson, received an additional cash retainer of $175,000; the Chair of the Audit Committee, Dr. Sugar, received an additional cash retainer of $45,000; the Chair of the People and Compensation Committee, Ms. Jung, received an additional cash retainer of $40,000; and the Chair of the Nominating Committee, Ms. Wagner, received an additional cash retainer of $35,000. All retainers are paid in quarterly installments.

Equity-Based Awards

A substantial portion of each Non-Employee Director’s annual retainer is in the form of equity awards. Under the Director Stock Plan, Non-Employee Directors are granted restricted stock units (“RSUs”) on the date of each annual meeting of shareholders (each, an “Annual Director Award”). All Annual Director Awards vest on February 1 of the following year, subject to continued service on the Board through the vesting date. For 2024, the number of RSUs underlying each Annual Director Award was 1,516, which was determined by dividing $275,000 by the per share closing price of Apple’s common stock on the date of grant.

A Non-Employee Director who is newly appointed to the Board other than in connection with an annual meeting of shareholders will receive a grant of RSUs upon appointment (an “Initial Director Award”), except that a Non-Employee Director who first joins the Board on or after February 1 of a particular year and prior to the annual meeting for that year, or a director who was an employee of Apple immediately prior to first becoming a Non-Employee Director, will not receive an Initial Director Award. The number of RSUs subject to each Initial Director Award is determined in the same manner as described above for Annual Director Awards, but the award is pro-rated based on the portion of the vesting period that has passed since the last annual meeting. Initial Director Awards are scheduled to vest on the next February 1 following the grant of the award, subject to continued service on the Board through the vesting date.

Each RSU award granted under the Director Stock Plan is credited with an amount equal to any ordinary dividend paid by Apple, multiplied by the total number of RSUs subject to the award that are outstanding immediately prior to the record date for the dividend. The amounts credited to each RSU are referred to as “dividend equivalents.” Any dividend equivalents credited to RSUs granted under the Director Stock Plan are subject to the same vesting, payment, and other terms and conditions as the RSUs to which the dividend equivalents relate. The dividend equivalents are meant to treat the RSU award holders consistently with shareholders.

Equipment and Other Business-Related Programs

Apple has an equipment program for the Board under which each Non-Employee Director is eligible to receive, upon request and free of charge, one of each new product introduced by Apple, and is eligible to purchase additional equipment at a discount. Each Non-Employee Director is also eligible to participate in Apple’s matching gifts program to the same extent as Apple employees.

Deferred Compensation Plan

We maintain the Apple Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), under which eligible participants, including our Non-Employee Directors, may elect to defer a portion of their eligible compensation, subject to the terms of the Deferred Compensation Plan. The Deferred Compensation Plan is unfunded and unsecured. We do not provide any matching contributions under the Deferred Compensation Plan or allow for deferral of RSUs. None of our Non-Employee Directors deferred compensation under the Deferred Compensation Plan in 2024.

Stock Ownership Guidelines

Apple has stock ownership guidelines for our CEO, executive officers, and Non-Employee Directors. Under the guidelines, each Non-Employee Director is expected, within five years after joining the Board, to own shares of Apple’s common stock that have a value equal to five times their annual cash retainer for serving as a director. Shares may be owned directly by the individual, owned jointly with, or separately by, the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse, or the individual’s children. Other than Dr. Austin, who joined the Board in 2024, each Non-Employee Director currently owns shares of Apple’s common stock that have a value at least equal to five times their annual cash retainer.

Director Compensation—2024

The following table shows information regarding the compensation earned or paid during 2024 to Non-Employee Directors who served on the Board during the year. Mr. Cook’s compensation is shown in the table entitled “Summary Compensation Table—2024, 2023, and 2022” and the related tables under the section entitled “Executive Compensation.”

Executive
Officers

Executive
Compensation

“Ensuring that Apple continues to benefit from
a talented and exceptional leadership team is
a key focus for this committee.”

- People and Compensation Committee

Compensation Discussion and Analysis

The compensation paid to our named executive officers in 2024 reflects and rewards their contributions to Apple’s success and continues to demonstrate alignment with Apple’s strong financial results and the interests of our shareholders. The vast majority of our named executive officers’ compensation is at-risk and delivered through short-term cash incentives and long-term equity awards. For 2024, we reported net sales of $391 billion and operating income results of $123.2 billion, resulting in a maximum payout opportunity for each of our named executive officers under the Apple Inc. Executive Cash Incentive Plan (the “Cash Incentive Plan”). The performance-based equity awards that vested in 2024 reflected Apple’s strong stock price performance for the fiscal year period from the start of 2021 through the end of 2023. Apple’s total shareholder return relative to other companies in the S&P 500 (“Relative TSR”) was at the 70.77th percentile for this performance period. As a result, in 2024, each of our named executive officers vested in 153% of the target performance-based RSUs granted in 2021.

Say on Pay Advisory Vote Results

At the 2024 Annual Meeting, 92% of votes cast on the Say on Pay advisory proposal were in favor of our executive compensation program, demonstrating significant shareholder support for the overall structure of our executive compensation program and the compensation paid to our named executive officers. In light of this strong shareholder support, the People and Compensation Committee did not make any changes to the structure of our executive compensation program during 2024 and maintained Mr. Cook’s total target compensation between the 80th to 90th percentile range of target CEO pay at our 2024 primary peer companies given our relative size, scope, and performance.

Executive Compensation Policies and Practices

We are committed to sound executive compensation policies and practices, as highlighted in the following table.

Guiding Compensation Principles

Our executive compensation program is designed to motivate and reward outstanding financial performance, retain strong, values-driven leaders, and promote teamwork in a straightforward and effective way. Our clear guiding principles and sound compensation policies and practices align the pay of our named executive officers with Company performance, taking into consideration the size, scope, and success of Apple’s business.

Team-Based Approach

We apply a unique team-based approach to the compensation of our named executive officers to emphasize their shared responsibility for Apple’s overall success. This approach recognizes the exceptional experience, leadership, and value each of our named executive officers contributes to Apple’s leadership team, with CEO compensation awarded at a higher level to reflect the additional scope and complexity of that role.

Performance Expectations

The vast majority of our executive pay is tied to performance to ensure alignment with the long-term interests of shareholders. Each year, we establish clear, quantitative financial goals and values-driven performance expectations for our named executive officers that are intended to drive Apple’s overall success.

Emphasis on Long-Term Equity Awards

We emphasize long-term performance, retention, and alignment between the interests of our named executive officers and those of our shareholders by allocating a significant portion of our named executive officers’ compensation to long-term equity awards. Performance-based RSUs reward long-term out-performance relative to other companies. Time-based RSUs are also an important component of long-term equity awards because they promote stability and retention of our exceptional leadership team while vesting over a longer time frame of approximately 4.5 years.

People and Compensation Committee Priorities when Setting Executive Compensation

Executive Compensation Decision-Making Process

Establishing appropriate compensation and incentive opportunities for our named executive officers is a core responsibility of the People and Compensation Committee. The People and Compensation Committee consists entirely of independent directors who review and approve the compensation and incentives of Apple’s named executive officers each year. It also administers Apple’s employee equity compensation plans. The People and Compensation Committee may delegate its authority under its charter to Apple’s officers or employees, or any of its individual members, except to the extent otherwise prohibited by applicable law, or SEC or Nasdaq rules. The People and Compensation Committee’s authority to grant equity awards under our discretionary stock programs or to take any other action with respect to equity awards (other than the performance of ministerial duties) may not be delegated to Apple’s management or others.

The People and Compensation Committee reviews Apple’s executive compensation program each year and considers a variety of factors in setting total target compensation values and structure, including shareholder interests; the size, scope, and success of Apple; evolving compensation trends; and Apple’s financial goals. It also evaluates shareholder feedback, as well as the views of its independent compensation consultant and management. However, the People and Compensation Committee makes final decisions regarding the compensation granted to our named executive officers based on our guiding compensation principles noted above and makes changes to our executive compensation program based on its own business judgment.

Role of Peer Groups

The People and Compensation Committee reviews and approves the composition of a primary peer group each year to serve as the market reference point for compensation opportunity comparison purposes, to inform its decision-making process, and to set total target compensation levels that it believes are competitive and commensurate with Apple’s relative size, scope, and success.

Apple remains significantly larger than most other companies with $391 billion in revenue for 2024 and market capitalization of $3.463 trillion, as of the last trading day of 2024.  This was approximately 4 times the revenue and 9 times the market capitalization of the median peer companies in our 2024 peer group, which were $93 billion for revenue and $380 billion for market capitalization, respectively. 

The People and Compensation Committee previously stated its intention to set Mr. Cook’s total target compensation between the 80th and 90th percentiles relative to the annualized target CEO pay of our primary peer group companies for 2024 and future years. This pay positioning reflects many factors, including Apple’s exceptional performance under Mr. Cook’s leadership, Apple’s size and scope, and shareholder feedback. The People and Compensation Committee does not otherwise set compensation components for its named executive officers to meet specific benchmarks as compared to peer companies. 

Apple v. 2024 Primary Peer Companies

Revenue is based on the trailing 12 months revenue for Apple and each of our primary peers ending closest to our 2024 fiscal year-end. Market capitalization for our primary peers is the amount reported by Bloomberg L.P. as of September 27, 2024, the last trading day of 2024.

Our primary peer group consists of large U.S.-based, stand-alone, publicly traded companies in the technology, media, and internet services industries that, in the People and Compensation Committee’s view, compete with Apple for talent. The threshold revenue and market capitalization requirements for a company to be considered for the primary peer group for 2024 were $20 billion and $100 billion, respectively, at the time the 2024 peer group was set in May 2023. Based on the above criteria, the People and Compensation Committee added NVIDIA Corporation to the primary peer group for 2024. The 2024 primary peer group included Alphabet, Amazon, AT&T, Cisco, Comcast, Disney, Intel, Mastercard, Meta, Microsoft, Netflix, NVIDIA, Oracle, Qualcomm, Salesforce, Tesla, Verizon, Visa and Warner Bros. Discovery. 

The People and Compensation Committee made changes to our primary peer group in May 2024 for purposes of assessing the competitiveness of 2024 total target compensation for our named executive officers and benchmarking 2025 CEO compensation. The chart below lists the companies in our current primary peer group.

A secondary peer group of companies that have iconic brands or are industry or category leaders, rely on significant research and development and innovation for growth, and require highly-skilled employees has been developed as an additional reference set to assess pay practices but not to benchmark pay levels or structure. Our current secondary peer group includes AbbVie, Coca-Cola, Johnson & Johnson, Nike, Pfizer, Procter & Gamble, Starbucks and UnitedHealth Group.

CEO Peer Pay Positioning

The People and Compensation Committee reviewed Mr. Cook’s performance, an analysis of annualized total target compensation of CEOs in our primary peer group, and consulted with its independent compensation consultant prior to setting Mr. Cook’s 2024 total target compensation, which remains within the 80th to 90th percentile of our 2024 primary peer group.  Mr. Cook’s performance, as well as Apple’s significant size and scope, support the positioning of Mr. Cook’s total target compensation within this targeted range.

To determine Mr. Cook’s total target compensation relative to other CEOs in Apple’s 2024 primary peer group, the People and Compensation Committee considered the annualized total target compensation opportunities (which includes base salary, target cash incentive opportunities, and target value of equity awards) for CEOs at each of the primary peer companies using publicly available filings. Any primary peer companies with CEOs that did not receive direct incentive compensation were excluded from the analysis, and certain assumptions and estimates were made, in consultation with the People and Compensation Committee’s independent compensation consultant, regarding the accounting values of the most recently granted long-term equity awards based on information and filings that were available at that time. In addition, long-term equity awards were annualized to account for variability in granting practices. As a result, the values for total target compensation used in the analysis may differ from proxy reported summary compensation table values, which reflect base salary, earned cash incentives, and the accounting grant date value of equity awards as calculated in accordance with FASB ASC 718.

The Role of the Compensation Consultant

The People and Compensation Committee selects and retains the services of its own independent compensation consultant and annually reviews the consultant’s performance. As part of the review process, the People and Compensation Committee considers the independence of the consultant in accordance with SEC and Nasdaq rules.

During 2024, the People and Compensation Committee’s independent compensation consultant, Pay Governance, provided no services to Apple other than services for the People and Compensation Committee and worked with Apple’s management, as directed by the People and Compensation Committee, only on matters for which the People and Compensation Committee is responsible. At the People and Compensation Committee’s request, Pay Governance regularly attends the People and Compensation Committee meetings. Pay Governance also communicates with the members of the People and Compensation Committee outside committee meetings regarding matters related to the People and Compensation Committee’s responsibilities.

In 2024, the People and Compensation Committee generally sought input from Pay Governance on Apple’s compensation programs, including: external market factors; the adoption of the Rule 10D-1 recovery policy for the recoupment of erroneously awarded performance-based incentive compensation; shareholder engagement; environmental, social, and governance performance metrics; overall compensation program design; evolving compensation trends; appropriate market reference points; and market compensation data. Pay Governance also consulted with the Committee regarding the amount and form of compensation for our CEO and other named executive officers.

The Role of the Chief Executive Officer

At the People and Compensation Committee’s request, Mr. Cook provides input regarding the performance and compensation of the other named executive officers. The People and Compensation Committee considers Mr. Cook’s evaluation and his direct knowledge of each named executive officer’s performance and contributions when setting compensation. Mr. Cook is not present during People and Compensation Committee deliberations or voting regarding his own compensation.

The Role of Shareholders

Shareholders are provided the opportunity to cast an annual Say on Pay advisory vote on the compensation of our named executive officers. Shareholder feedback is an important part of the compensation-setting process. Apple has a long history of proactively engaging with shareholders throughout the year to understand their perspectives on significant issues, including Company performance and strategy, executive compensation, human capital management, and environmental, social, and corporate governance matters. The People and Compensation Committee values the views of our shareholders as expressed both through annual Say on Pay advisory votes and our ongoing outreach and engagement process.

At the 2024 Annual Meeting, 92% of votes cast on the Say on Pay advisory proposal supported our named executive compensation program. The People and Compensation Committee regularly gathers and considers shareholder feedback and the results of Say on Pay votes when setting compensation for our named executive officers.

Components of Named Executive Officer Total Target Compensation

The total target compensation of our named executive officers has three basic components: annual base salary, annual cash incentive, and long-term equity awards. 

Annual Base Salary

Base salary is a customary, fixed element of compensation intended to attract and retain executives. When setting the annual base salaries of our named executive officers, the People and Compensation Committee considers market data provided by its independent compensation consultant, and Apple’s financial performance and size relative to peer companies. 

The annual base salaries for our named executive officers did not change for 2024.

Annual Cash Incentive

Our annual cash incentive program is a performance-based, at-risk component of our named executive officers’ compensation. Short-term cash incentive awards are granted under the Cash Incentive Plan. Variable payouts are designed to motivate our named executive officers to deliver strong annual financial results while advancing Apple values and key community initiatives. Additional details regarding the Cash Incentive Plan for 2024 can be found below in the section entitled “Cash Incentive Plan – 2024 Financial Performance Measures and Payout Opportunities.”

The structure and payout opportunities under the Cash Incentive Plan did not change for 2024.

Long-Term Equity Awards

We pay for performance and manage Apple for the long term. Consistent with this approach and our guiding compensation principles, the vast majority of our named executive officers’ annual compensation is granted in the form of long-term equity incentives that emphasize long-term shareholder value creation and the retention of a strong executive leadership team through a mix of performance-based and time-based RSU awards. Additional details regarding these awards and the performance-based RSUs that vested in 2024 can be found below in the section entitled “2024 Long-Term Equity Awards and Results.”

RSU awards with performance-based vesting are a substantial, at-risk component of our named executive officers’ compensation tied to Apple’s long-term performance. The number of performance-based RSUs that vest depends entirely on Apple’s Relative TSR to the other companies in the S&P 500 for the performance period. The People and Compensation Committee chose Relative TSR, as it continues to be an objective and meaningful metric to evaluate our performance against the performance of other large companies and to align the interests of our named executive officers with the interests of our shareholders in creating long-term value.

RSU awards with time-based vesting align the interests of our named executive officers with the interests of our shareholders by promoting the stability and retention of a high-performing executive team over the longer term. Vesting schedules for the time-based awards granted to our named executive officers are generally longer than those at our peer companies, as described in the section entitled “2024 Long-Term Equity Awards and Results.”

Summary of CEO Total Target Compensation

The People and Compensation Committee evaluates our executive compensation program and the total target value of Mr. Cook’s compensation prior to the start of each fiscal year. In determining the appropriate amount of each compensation component for 2024, the People and Compensation Committee considered numerous factors with the Board and its independent compensation consultant, including Mr. Cook’s outstanding leadership, the immense scope and complexity of his role as Apple’s CEO, the Board’s confidence in his long-term strategic decisions, the Company’s financial results delivered during 2023, and shareholder feedback supportive of a total target compensation range between the 80th and 90th percentiles of the annualized total target CEO pay at the companies in our primary peer group. Balancing the size, scope and performance of Apple relative to our primary peer group, Mr. Cook’s own pay positioning relative to the CEOs in our primary peer group, and a desire to continue to create meaningful performance and retention incentives, the People and Compensation Committee set Mr. Cook’s total target compensation for 2024 as set forth below.

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

Equity awards granted to Mr. Cook are designed to focus on Apple’s long-term strategy and performance while creating meaningful incentives aligned with the long-term interests of our shareholders. During his tenure, the substantial majority of Mr. Cook’s compensation has been delivered through long-term equity awards and the size of the equity awards, he has been granted aligns 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. 

Upon review of the relevant primary peer CEO benchmark data for 2024, Mr. Cook’s 2023 pay would have been positioned near the low end of the desired range. The People and Compensation Committee recognized the growth and success Mr. Cook delivered to shareholders for more than a decade as CEO and the impact his leadership has on the company’s short-term and long-term success. As a result, the People and Compensation Committee determined to continue to emphasize long-term shareholder alignment and increase the target value of his equity award for 2024 from $40 million to $50 million (“2024 Equity Award”). The People and Compensation Committee maintained the same equity award structure and weightings for the 2024 Equity Award as his 2023 equity awards, delivering 75% of the target equity award value in the form of performance-based RSUs. No changes were made to the amount of Mr. Cook’s base salary or annual cash incentive payout opportunity for 2024. As a result, Mr. Cook’s total target compensation for 2024 was set in the upper half of, but within, the desired pay positioning range. 

The People and Compensation Committee reviewed the primary peer CEO benchmark data and considered Mr. Cook’s continued exceptional performance when evaluating Mr. Cook’s total target compensation and our executive compensation program for 2025, and made no changes to the amount or structure of Mr. Cook’s 2025 total target compensation.

Summary of Other Named Executive Officer Total Target Compensation

The total target compensation of our four other named executive officers, Luca Maestri, Kate Adams, Deirdre O’Brien, and Jeff Williams, similarly reflects the three basic components of our executive compensation program in a straightforward and effective way.

Taking into account individual and Company performance, as well as shareholder feedback, which has consistently confirmed support for the amount and structure of our other named executive officers’ compensation, the People and Compensation Committee decided to maintain the same level of base salary, Cash Incentive Plan opportunity, and equity award value for each of our other named executive officers for 2024. The People and Compensation Committee determined that the target compensation of these named executive officers remains competitive and continues to be commensurate with Apple’s performance and significantly larger size and scope compared to other companies, and is appropriately aligned with our guiding principles and the scope of each named executive officer’s role.

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

Additional details regarding our named executive officers’ 2024 compensation can be found below in the sections entitled “Cash Incentive Plan - 2024 Financial Performance Measures and Payout Opportunities” and “2024 Long-Term Equity Awards and Results.”

Cash Incentive Plan – 2024 Financial Performance Measures and Payout Opportunities

Our Cash Incentive Plan awards are designed to motivate and reward our named executive officers for delivering strong performance against annual financial goals and values-driven performance expectations. As in prior years, the People and Compensation Committee chose net sales and operating income, calculated in accordance with generally accepted accounting principles, as the financial performance measures for the 2024 Cash Incentive Plan awards. Net sales and operating income continue to reflect commonly recognized key measures of overall Company performance and profitability and are drivers of shareholder value creation.

Payouts for our named executive officers under the Cash Incentive Plan are first determined quantitatively based on an equal weighting of the net sales and operating income performance measures. The target payout opportunity for each of the net sales and operating income performance measures is 100% of annual base salary for our named executive officers. Threshold performance results in a payout equal to 50% of target and maximum performance results in a payout equal to 200% of target for each of the performance measures. If the threshold goal is not achieved for a financial performance measure, there is no payout for that measure. The total payout opportunity for each financial performance measure is capped at 200%. Payouts for our named executive officers are linearly interpolated for achievement between goal levels.

The People and Compensation Committee primarily considers factors relevant to the current fiscal year when it sets the net sales and operating income goals for the annual Cash Incentive Plan awards because each year presents a unique set of challenges and business conditions for our executives to navigate. Financial results from prior years are used as a reference point, but the annual goals are set primarily to align pay with performance that would reflect strong financial results commensurate with the projected business and economic conditions for the current fiscal year.

2024 Financial Performance Goals and Results

As part of its goal-setting process for 2024, the People and Compensation Committee assessed a range of business scenarios that could impact net sales and operating income results for the year, considering multiple factors. These factors included taking into account the additional fiscal week in the prior fiscal year, anticipated foreign currency headwinds and the ongoing uneven macroeconomic environment. Accordingly, the People and Compensation Committee determined that focusing on the underlying business performance, rather than the absolute growth rates, was an appropriate method of evaluating the 2024 performance goals and set the Cash Incentive Plan goals for the year at appropriately rigorous levels. The threshold goals represented the minimum level of achievement for a named executive officer to receive an annual cash incentive payout. The target goals represented an underlying growth rate that, while challenging to achieve based on the considerations noted above, would also represent strong financial performance on an underlying basis commensurate with the target payout opportunity. The maximum goals represent exceptional financial performance for the year, based on the business scenarios considered.

For 2024, we reported net sales of $391 billion and operating income of $123.2 billion, representing a year-over-year increase of two percent ($7.7 billion) and eight percent ($6.9 billion), respectively. These achievements resulted in a maximum payout opportunity of 200%.

Annual Assessment of the Progress Across Apple Values and Key Community Initiatives

We believe that business can and should be a force for good. Achieving that vision requires innovation, collaboration, and a focus on serving others. It also means leading with our values in the technology that we make, the way we make it, and how we treat people and the planet we all share. To support our leadership advance these ambitions, the Cash Incentive Plan includes a modifier based on our named executive officers’ efforts to promote our values and key community initiatives. After the People and Compensation Committee determines the preliminary payout opportunity based on our net sales and operating income performance measures, it may apply a modifier to the preliminary payout opportunity of up to 10% upwards or downwards, or determine not to make any adjustment at all. The Cash Incentive Plan award is subject to an overall cap on each of the named executive officers’ payout of 200% of the total target payout opportunity, regardless of the result of the People and Compensation Committee’s value assessment. 

In 2024, we exceeded our maximum net sales and operating income performance measures for the Cash Incentive Plan. The People and Compensation Committee reviewed with management an extensive scorecard for each Apple value and key community initiative to inform its overall values assessment. Each scorecard included a long-term vision, 2024 areas of focus, highlights, including qualitative and quantitative data to measure progress, areas of opportunity, and management’s assessment of our overall progress to advance each value and key community initiative.  Despite the significant progress across our values and community initiatives, the People and Compensation Committee determined not to modify the total target payout opportunity, since the calculated bonus was at the maximum level. 

2024 Cash Incentive Plan Payouts

Our 2024 net sales and operating income results exceeded the maximum financial goals, resulting in a maximum bonus payout opportunity for each named executive officer. The People and Compensation Committee did not modify the payout due to its positive assessment of the actions taken to advance our values and key community initiatives in 2024 and awarded cash incentive payouts equal to 200% of the total target payout opportunity to each of our named executive officers. 

2024 Long-Term Equity Awards and Results

When setting the value of equity awards for our named executive officers, the People and Compensation Committee considers the size and performance of Apple relative to peer companies, and the scope of our named executive officers’ roles. Each named executive officer other than Mr. Cook was granted a long-term equity award on October 1, 2023 of 50% performance-based and 50% time-based RSUs. Mr. Cook was granted a long-term equity award on October 1, 2023 of 75% performance-based and 25% time-based RSUs.

The equity awards granted in 2024 were granted under, and subject to, the terms of the Apple Inc. 2022 Employee Stock Plan (the “2022 Plan”). The People and Compensation Committee administers the 2022 Plan.

2024 Time-Based RSUs

Equity awards with time-based vesting align the interests of our named executive officers with the interests of our shareholders by promoting the stability and retention of a high-performing executive team over the longer term. Based on analysis from the People and Compensation Committee’s independent compensation consultant, we believe that the vesting schedules for time-based RSUs granted to our named executive officers are generally longer than those at our peer companies and companies in the broader market.

Time-based RSUs granted to our named executive officers on October 1, 2023 will vest in three equal annual installments over approximately four and one-half years, with the first installment vesting on April 1, 2026 (approximately two and one-half years following the grant date), subject to the award agreements. The number of time-based RSUs granted to Mr. Cook was determined by dividing the target value of $12.5 million by the closing stock price on the date of grant. The number of time-based RSUs granted to Ms. Adams, Mr. Maestri, Ms. O’Brien, and Mr. Williams was determined by dividing the target value of $10 million by the closing stock price on the date of grant. The grant date fair value for these RSUs is reported in the “Summary Compensation Table—2024, 2023, and 2022.”

2024 Performance-Based RSUs

The People and Compensation Committee continued to use Relative TSR as the metric for performance-based RSUs granted during 2024, with the S&P 500 as the comparative group because it continues to be an objective and meaningful metric to evaluate our performance against the performance of other large companies and aligns the interests of our named executive officers with the interests of our shareholders in creating long-term value.

Performance-based RSUs are a substantial, at-risk component of our named executive officers’ compensation tied to Apple’s long-term performance. The number of performance-based RSUs that vest, if any, depends entirely on Relative TSR for the applicable performance period. To earn the target number of performance-based RSUs, Apple must achieve above-median performance at the 55th percentile of the S&P 500. 

We measure Relative TSR based on the change in each company’s stock price during the applicable performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. A 20-trading-day averaging period is used to determine the beginning and ending stock price values used to calculate the total shareholder return of Apple and the other companies in the S&P 500. The 20-day trading averaging period mitigates the impact on the long-term Relative TSR results of one-day or short-term stock price fluctuations at the beginning or end of the performance period. The change in stock price value from the beginning to the end of the period is divided by the beginning stock price value to determine TSR. 

The performance-based RSUs granted on October 1, 2023, have a three-year performance period from the beginning of 2024 through the end of 2026. Subject to the terms of the award agreements, between zero and 200% of the target number of performance-based RSUs will vest on October 1, 2026, depending on Apple’s Relative TSR percentile ranking for the performance period, as follows:

If Apple’s TSR for the performance period is negative, the number of performance-based RSUs that vest will be capped at 100% of the target regardless of our percentile ranking. If Apple’s Relative TSR percentile ranking is above the 25th percentile and between the other levels shown in the table above, the portion of the performance-based RSUs that vest will be linearly interpolated between the two nearest vesting percentages.

The target number of performance-based RSUs granted to Mr. Cook was determined by dividing the target value of $37.5 million by the closing stock price on the date of grant. The target number of performance-based RSUs granted to Ms. Adams, Mr. Maestri, Ms. O’Brien, and Mr. Williams was determined by dividing the target value of $10 million by the closing stock price on the date of grant. The grant date fair values of these RSUs are reported in the “Summary Compensation Table—2024, 2023, and 2022.”

Dividend Equivalents

All equity awards granted to our employees in 2024 have dividend equivalent rights. The dividend equivalents will only pay out if and to the extent that the time-based vesting and performance-based vesting conditions have been met for the underlying RSUs.

Performance-Based RSU 2024 Results

On October 1, 2023, Mr. Cook, Ms. Adams, Mr. Maestri, Ms. O’Brien, and Mr. Williams each vested in performance-based RSUs that were granted on September 27, 2020. Between zero and 200% of the target number of these performance-based RSUs were scheduled to vest based on Apple’s Relative TSR percentile ranking for the applicable performance period, with a maximum 200% vesting for performance at or above the 85th percentile.

For the three-year performance period from September 27, 2020 through September 30, 2023, Ms. Adams, Mr. Maestri, Ms. O’Brien, and Mr. Williams each vested in 136,268 performance-based RSUs, and Mr. Cook vested in 511,000 performance-based RSUs, in each case representing 153% of the target number of performance-based RSUs granted. 

Other Compensation and Benefits

Our named executive officers are also eligible to participate in our Apple Inc. Employee Stock Purchase Plan (“ESPP”), health and welfare programs, 401(k) plan, tenure-based service awards, matching gifts, vacation cash-out, product discount, and other compensation and benefit programs on the same basis as other employees. Items or services provided to our named executive officers that may be considered perquisites are limited, as discussed below and reported in “Summary Compensation Table—2024, 2023, and 2022.”

Deferred Compensation Plan

Our named executive officers are eligible to defer a portion of their base salary and their annual Cash Incentive Plan payout opportunity under the terms of the Deferred Compensation Plan, as discussed below in “Non-Qualified Deferred Compensation – 2024.”

Other Personal Benefits

We provide risk-based, business-related, and personal security services for our employees, including our named executive officers, as determined to be appropriate by our security team. We consider the security measures provided to our named executive officers to be reasonable and necessary expenses for the benefit of Apple and not a personal benefit. In the interests of security and efficiency based on our global profile and the highly visible nature of Mr. Cook’s role as CEO, the Board also requires that Mr. Cook use private aircraft for all business and personal travel. Mr. Cook recognizes imputed taxable income and is not provided a tax reimbursement for personal use of private aircraft. On occasion, our named executive officers, and personal guests, may attend company-sponsored or business-related entertainment events. Although their attendance serves a business purpose, it may not be directly related to their role and responsibilities. As a result, our named executive officers may recognize imputed taxable income related to their attendance at such events depending on their respective roles and responsibilities, and we do not provide an associated tax reimbursement or gross-up. In accordance with SEC disclosure rules, the aggregate incremental costs associated with these activities, if any, is reported in the “Summary Compensation Table—2024, 2023, and 2022.”

Compensation Upon Termination of Employment

Our named executive officers do not have employment contracts or guaranteed cash severance arrangements and are not entitled to acceleration of their equity awards or any other payments upon a change in control.

The time-based RSU agreements for all our employees, including Mr. Cook, generally provide for full accelerated vesting upon a termination due to death unless otherwise necessary or required to address certain foreign laws. The time-based RSU agreements for all our employees, other than Mr. Cook, provide for pro-rata accelerated vesting upon a termination due to disability. The performance-based RSU award agreements for our named executive officers, other than Mr. Cook, provide for pro rata accelerated vesting upon a termination due to death or disability. 

The time and performance-based RSU agreements for Mr. Cook provide for continued full vesting upon a termination due to disability with settlement occurring on the originally scheduled vesting dates. Mr. Cook’s outstanding equity awards include a retirement vesting provision approved by the People and Compensation Committee in recognition of the unique impact of his leadership decisions on the long-term growth and success of Apple and to facilitate thoughtful succession planning when appropriate. Retirement is defined as a termination of employment after reaching at least 60 years of age and completing at least 10 years of service with Apple. Mr. Cook has met these requirements. 

In the event of Mr. Cook’s termination due to retirement on or after the first anniversary of the grant date, his 2024 time-based RSUs are structured to vest on a pro rata basis based on the length of his employment between the grant date and his termination date. Unless otherwise determined by the People and Compensation Committee, Mr. Cook’s outstanding performance-based RSU agreements provide for a continued right to receive the full number of earned shares underlying the performance-based RSUs on the original vesting dates upon a termination due to death, disability, or termination of employment due to retirement that occurs on or after the first anniversary of the grant date. If Mr. Cook retires on or after the first anniversary of the grant date, the shares underlying his time-based and performance-based RSU awards will be released on the originally scheduled vesting date, subject to the attainment of the performance goals for the performance-based RSUs. The delivery of the vested shares underlying Mr. Cook’s equity awards and any dividend equivalents that have accrued on such awards are not accelerated upon retirement.

Governance and Other Considerations

Recoupment of Compensation

The terms of all outstanding time-based and performance-based RSU awards held by our named executive officers in 2024 allow us to recoup any shares or other amounts that may be paid in respect of RSUs if a named executive officer engages in certain acts of misconduct. The compensation recoupment policy also applies to the awards and payouts granted under the Cash Incentive Plan to our named executive officers. Apple may recover compensation in the event a named executive officer commits a felony while employed by Apple or if Apple is required to prepare an accounting restatement as a result of the named executive officer’s misconduct. Apple may also recover compensation in the event a named executive officer, while employed by Apple or at any time thereafter, engages in a breach of confidentiality; materially breaches any agreement with Apple; or commits an act of theft, embezzlement or fraud. Apple also adopted a recovery policy in accordance with Section 10D-1 of the Exchange Act and Nasdaq listing standards, which mandate the recovery of certain erroneously paid performance-based incentive compensation that may be received by our Section 16 officers on or after October 2, 2023 and during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made if Apple has a qualifying financial restatement, subject to limited exceptions.

Prohibition on Hedging, Pledging, and Short Sales

We prohibit short sales, hedging, and transactions in derivatives of Apple securities for all Apple personnel, including directors, officers, employees, independent contractors, and consultants. In addition, we prohibit pledging of Apple stock as collateral by directors and executive officers of Apple. We allow for certain portfolio diversification transactions, such as investments in exchange funds.

Stock Ownership Guidelines

Under our stock ownership guidelines, Mr. Cook is expected to own shares of Apple stock that have a value equal to 10 times his annual base salary. All other executive officers are expected to own shares that have a value equal to three times their annual base salary within five years of the officer first becoming subject to the guidelines. Shares may be owned directly by the individual, owned jointly with or separately by the individual’s spouse, or held in trust for the benefit of the individual, the individual’s spouse, or the individual’s children. Currently, each 2024 named executive officer holds shares in excess of these guidelines.

Equity Award Grant Practices

Equity awards are discretionary and are generally granted to our named executive officers on the first day of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an officer, the People and Compensation Committee may approve grants to be effective at other times. Apple does not currently grant stock options to its employees. Eligible employees, including our named executive officers, may voluntarily enroll in the ESPP and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six-month period. Purchase dates under the ESPP are generally the last trading day in July and January. The People and Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and Apple does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Risk Considerations

In establishing and reviewing Apple’s executive compensation program, the People and Compensation Committee considers whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. See the section entitled “Corporate Governance–Board Oversight” above for an additional discussion of risk considerations.

People and Compensation Committee Report

The People and Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis. Based on this review and discussion, the People and Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.

Members of the People and Compensation Committee

Executive Compensation Tables

Summary Compensation Table—2024, 2023, and 2022

The following table, footnotes, and related narrative show information regarding the total compensation of each named executive officer for 2024, 2023, and 2022.

The amounts in the salary and non-equity incentive plan compensation columns of the “Summary Compensation Table—2024, 2023, and 2022” reflect actual amounts earned or paid in the relevant years, while the amounts in the stock awards column reflect accounting values determined as of the date of grant. The tables entitled “Outstanding Equity Awards—2024” and “Stock Vested—2024” provide further information on the named executive officers’ potential realizable value and actual value realized with respect to their equity awards. The “Summary Compensation Table—2024, 2023, and 2022” should be read in conjunction with the Compensation Discussion and Analysis and the subsequent tables and narrative descriptions.

Grants of Plan-Based Awards—2024

The following table shows information regarding the incentive awards granted to the named executive officers for 2024.

Apple used its historical stock prices as the basis for the volatility assumptions. The risk-free interest rates were based on U.S. Treasury rates in effect at the time of grant. The expected term was based on the time remaining in the performance period on the grant date.

Outstanding Equity Awards—2024

The following table shows information regarding the outstanding equity awards held by each of the named executive officers as of September 28, 2024.