Amazon.com Inc. general counsel David Zapolsky saw his total compensation plunge 99% last year, according to a proxy statement filed Friday by the e-commerce giant.
The filing —which landed on “April Fools’ Day"—is somewhat misleading when it comes to how much Zapolsky earned from his employment at Amazon because the company often awards large stock grants to executives every two years. Securities disclosures show that within the past year he’s sold off almost $19.4 million in company stock.
Amazon’s proxy puts Zapolsky’s 2021 pay package at $163,200, the bulk of which is comprised of his $160,000 base salary. That sum is a steep decrease from the nearly $17.2 million that Zapolsky received from the Seattle-based company in 2020. The overwhelming portion of that remuneration came from a $17 million stock award given to Zapolsky, who has been Amazon’s top lawyer since 2012.
Amazon, which recently closed on its $8.5 billion acquisition of Beverly Hills, Calf.-based film studio Metro-Goldwyn-Mayer Inc., declined to discuss Zapolsky’s compensation. Zapolsky didn’t respond to a request for comment.
Amazon is in the midst of battling unionization efforts by its workers in its warehouses and fulfillment centers. Labor activists secured a key win Friday when New York warehouse workers voted to unionize, a first for the company’s U.S. operations.
Zapolsky, a former Wachtell, Lipton, Rosen & Katz associate relocated from New York to Seattle in the mid-1990s and became a partner at now-defunct Bogle & Gates and later Dorsey & Whitney. In 1999, Amazon hired Zapolsky as its first in-house litigator. Within a dozen years he was tapped to replace former Perkins Coie partner L. Michelle Wilson as Amazon’s legal chief.
Zapolsky currently owns almost $10.6 million in Amazon stock, according to Bloomberg data. Proxy statements filed by the company over the last decade show that restricted stock units granted to senior Amazon executives vest over subsequent years. The stock that Zapolsky sold off was awarded to him in prior years.
“Because our compensation program is designed to reward long-term performance and operate over many years, named executive officers typically do not receive periodic stock-based awards every year,” Amazon states in its proxy.
The document notes that Amazon does not “tie cash or equity compensation to one or a few discrete performance goals.”
Amazon founder and executive chair Jeff Bezos, a billionaire who stepped down last year as the company’s CEO, earned almost $1.7 million in total compensation last year, according to the proxy. Bezos’ successor, Andrew Jassy, had a pay package valued at more than $212.7 million, a sum mostly made up of a large stock award.
Amazon’s board includes Jamie Gorelick, the Washington-based chair of Wilmer Cutler Pickering Hale and Dorr’s regulatory and government affairs department and co-chair of the law firm’s crisis management and strategic response group. Gorelick owns almost $19.5 million in Amazon stock, according to Bloomberg data.
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