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. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
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Apple Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Attending the Annual Meeting

We are pleased to welcome shareholders to the 2024 Annual Meeting, to be held virtually on February 28, 2024, at 9:00 A.M. Pacific Time.

To attend, vote, and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/AAPL2024 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 27, 2024, and enter your control number.

Your vote is important to us. Even if you plan on attending the Annual Meeting, we encourage you to vote your shares in advance to ensure that your vote will be represented at the Annual Meeting. To vote in advance online, visit proxyvote.com and enter the control number included in your Notice of Internet Availability of Proxy Materials, or, if you requested printed copies of the proxy materials, you may vote by phone or by mail. For more detailed information, see the section entitled “Voting Procedures” beginning on page 109 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, as well as references to our Civil Rights Assessment and Workers’ Rights Assessment. These websites, materials and our Civil Rights Assessment and Workers’ Rights Assessment 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 environmental, social, and governance 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.

These materials were first sent or made available to shareholders on January 11, 2024.

Notice of 2024 Annual Meeting of Shareholders

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

Items of Business and Board Voting Recommendation

1	Election of Directors: Wanda Austin, Tim Cook, Alex Gorsky, Andrea Jung, Art Levinson, Monica Lozano, Ron Sugar, and Sue Wagner	FOR each of the nominees
2	Ratification of Appointment of Independent Registered Public Accounting Firm	FOR
3	Advisory Vote to Approve Executive Compensation	FOR
4-8	Shareholder Proposals if properly presented	AGAINST

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

Sincerely,

Katherine Adams

Senior Vice President,

General Counsel and Secretary

Cupertino, California

January 11, 2024

Important notice regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on February 28, 2024. 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,

Around the world, teams across Apple continue to innovate on behalf of our users — finding new ways for technology to empower people and enrich their lives. And I’m grateful for the confidence our shareholders have shown in supporting our mission.

Our annual shareholder meeting is an opportunity to reflect on where we are today, and to look toward a future defined by innovation. We’ll hold this year’s meeting on February 28, 2024, and as always, I hope you’ll join us.

It’s been a remarkable year. In 2023, we made history by introducing the world to Apple’s first spatial computer, Apple Vision Pro — a revolutionary product that seamlessly blends digital content with the physical world, opening a whole new dimension for our users. We also launched our powerful iPhone 15 lineup — including the iPhone 15 Pro models — which continues to win over customers around the world with its profound innovations.

We’re a company that’s always looking forward, driven by a belief in the meaningful difference technology can make for our customers. Today — from iPad to Mac, AirPods to Apple Watch — we’ve never had a stronger lineup of products. And with services like Apple TV+, the App Store, Apple Music, Apple Pay, and many more, we’ve only expanded the potential and possibility Apple can bring — from helping people find connection, entertainment and joy, to empowering them to live healthier lives.

We’ve done all of this while continuing to lead with our values in everything we do. That’s why we’ve put our users’ fundamental right to privacy at the center of everything we do, and continued innovating to protect it. We’ve built accessibility into every product we make from the ground up, because we believe the best technology should be the best technology for everyone. And we’ve continued to push forward in our work to build an even more diverse and inclusive Apple, and to carry those values beyond our doors with our Racial Equity and Justice Initiative.

Our teams are also pressing forward to meet the challenge of climate change. Our corporate operations have run on 100% renewable energy since 2018, and with our latest Apple Watch lineup, we’ve now launched our first-ever carbon neutral models. Thanks to milestones like these, we’re closer than ever to realizing Apple 2030 — our goal to become carbon neutral for our supply chain and the lifetime of our products by the end of the decade.

As companies and individuals, our values give us purpose, our goals give us direction, and our progress gives us hope. And at Apple, we’ll continue to innovate in the belief that — with hope and hard work — there is nothing we can’t achieve.

On behalf of all of us at Apple, I want to thank our shareholders for the confidence they’ve shown in our company, and in the bright future that lies ahead.

Tim Cook

Apple Values

We are committed to demonstrating that business can and should be a force for good. Achieving that takes innovation, collaboration, and a focus on serving others. It also means leading 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’re always working to leave the world better than we found it, and to create powerful tools that empower others to do the same.

Accessibility

We build accessibility features into all of our products, because we believe that technology should meet people where they are, not the other way around.

Education

We believe education is a great equalizing force and a powerful source of opportunity for all.

Environment

We believe doing right by the planet is good for people, for communities, and for business.

Inclusion & Diversity

We’re committed to making our Company more inclusive and diverse.

Privacy

We believe privacy is a fundamental human right.

Racial Equity and Justice

We are all accountable for the urgent work of building a more just and equitable world.

Supplier Responsibility

We hold our suppliers to the highest standards for labor and human rights, working across our global supply chain to expand opportunity and empower people.

Progress Across our Values

At Apple, we see so many possibilities for technology to enrich people’s lives. This year, leading with the values that have long guided our company, our teams have made those possibilities real. That included creating experiences that are customizable to the diverse needs of our users with new features for cognitive accessibility, along with LiveSpeech, Personal Voice, and Point and Speak. We’ve also made key innovations in privacy and safety features to give users greater control of their data and help protect children, including expanding Communication Safety and launching Link Tracking Protection and Sensitive Content Warnings.

We know that together, we can rise to our biggest challenges as a global community. And this year, we’ve made progress in empowering others to do better. We equipped students through additional coding education resources. We propelled entrepreneurs through investments with venture capital funds and financial institutions focused on getting capital to Black, Hispanic/Latinx, and Indigenous-owned businesses, backing founders who have historically been cut out of funding opportunities. And, we supported supplier employees through an additional $50 million commitment to our Supplier Employee Development Fund, designed to strengthen and scale programs that support worker voice, rights training and education, and skill development opportunities.

The values we share at Apple inspire the work we share with everyone.

Spotlight on Apple’s 2030 Goal

We set an ambitious goal — to make our products carbon neutral by 2030, across our entire supply chain and the lifetime energy use of our customers’ devices.

•

Released our first ever carbon neutral products

•

Secured commitment from over 300 of our suppliers to use 100% clean energy for Apple production by 2030

•

Welcomed our third impact accelerator class of diverse innovators on the cutting edge of green technology and clean energy

•

Introduced a new tool, Grid Forecast, to help inform users when their power grid has cleaner energy available

•

Increased recycled and renewable materials including:

•

100% recycled aluminum in the enclosures of our MacBooks, Apple TV Siri Remote, and Apple Watch

•

100% recycled cobalt in our iPhone 15, carbon neutral Apple Watch Series 9, and Apple Watch Ultra 2 batteries

•

Expanded recycled gold, tin, and tungsten in our Apple Watch Series 9

•

A brand-new textile, FineWoven, made from 68% post-consumer recycled content, a step towards ending the use of leather across product lines

We share progress on our values through our websites, reports, and other public announcements. For more information, see the section entitled “Our Commitment to Transparency” beginning on page 80.

Summary

2024 Proxy Statement

2023 Business Highlights

Over the course of 2023, we’ve continued to invest in the future and manage for the long-term. Against an uneven macroeconomic environment, we’ve adapted continuously to bring our customers groundbreaking innovations and products and services that surprise and delight, while being thoughtful and deliberate on spending.

Achievements and Milestones

Business Highlights

Products and Services Innovation

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Achieved diluted earnings per share of $6.13, an all-time record

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Reached all-time revenue record in emerging markets

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Achieved all-time revenue record in Services

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Reached an all-time record of over 2 billion total active devices in the installed base, representing all-time records across all products and all geographic segments

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Grew transacting accounts and paid accounts on our platforms to a new all-time high

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Expanded our Apple Retail presence with two new Apple stores in India along with new stores in Korea, China, and the United Kingdom

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Unveiled Apple Vision Pro, our first spatial computer

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Completed the transition of the Mac to Apple Silicon chips

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Introduced strongest lineup of products ever, including our all-new iPhone 15 lineup

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Launched historic 10-year partnership with Major League Soccer

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Introduced powerful software updates, including MacOS Sonoma and iOS 17

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Earned over 400 new nominations and over 90 awards for Apple TV+ and Apple Music content

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Expanded Emergency SOS via satellite, now available in 16 countries total

Summary

2024 Proxy Statement

Executive Compensation

Motivating and retaining a talented and experienced 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

●

Annual cash incentive opportunities are capped and have challenging performance goals tied to key measures of overall company performance and profitability.

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Performance-based RSUs generally vest based on Apple’s total shareholder return relative to companies in the S&P 500 over a three year-performance period.

●

Shareholders have an opportunity to cast an advisory say on pay vote each year on the compensation of our named executive officers and indicated strong support for our executive compensation program at the 2023 Annual Meeting, including the 2023 changes to our CEO’s compensation, as described below.

2023 CEO Compensation Changes

The People and Compensation Committee evaluates our executive compensation program each year. The results of the Say on Pay advisory vote at the 2022 Annual Meeting led to broader shareholder engagement on executive compensation. The People and Compensation Committee balanced shareholder feedback, Apple’s exceptional performance, and a recommendation from Mr. Cook to adjust his compensation in light of the feedback received. It then approved the target annual compensation of our named executive officers for 2023, including the following changes to CEO compensation, which Mr. Cook supported, and which the People and Compensation Committee believes are responsive to shareholder feedback, while continuing to align pay with performance and recognize Mr. Cook’s outstanding leadership and the exceptional long-term results he delivers to shareholders.

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

For more information on our executive compensation program and the 2023 compensation of our named executive officers, see the section entitled “Compensation Discussion and Analysis” beginning on page 46.

Summary

2024 Proxy Statement

Nominees to Apple’s Board of Directors

Apple is overseen by directors with diverse skills, qualities, attributes, and experiences that effectively 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 Chair	Founder and CEO, Calico	✓	73	2000
Tim Cook	CEO, Apple		63	2011
Wanda Austin	Former President and CEO, The Aerospace Corporation	✓	69	Nominated for 2024
Alex Gorsky	Former Chair and CEO, Johnson & Johnson	✓	63	2021
Andrea Jung	President and CEO, Grameen America	✓	65	2008
Monica Lozano	Former President and CEO, College Futures Foundation	✓	67	2021
Ron Sugar	Former Chair and CEO, Northrop Grumman Corporation	✓	75	2010
Sue Wagner	Co-founder and Director, BlackRock	✓	62	2014

Chair Member

Nominee Skills and Demographic Matrix

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

Summary

2024 Proxy Statement

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 practices and disclosures.

Shareholder Engagement in Calendar Year 2023

				Comprehensive Engagement Program
				Comprehensive Engagement Program

Annual Meeting Engagement

●

Leading up to our annual meeting, we engage with shareholders to seek feedback on our initiatives, disclosures, and proposals

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Following our annual meeting, we reach out to investors to better understand their votes

Off-season Engagement

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We engage in discussions regarding executive compensation, board oversight of enterprise risk management and broader environmental, social, and governance topics, including climate, supplier responsibility, inclusion and diversity, and key community initiatives

Year-round Engagement

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We engage with proxy advisory firms to discuss our programs and shareholder feedback, and learn about key focus areas their clients are raising

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Our quarterly earnings calls provide shareholders with an opportunity to hear about our financial results and corporate strategy

2023 Key responsive actions

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

To read Covington & Burling’s Civil Rights Assessment report and Jenner & Block’s Workers’ Rights Assessment report, visit investor.apple.com/leadership-and-governance.

Summary

2024 Proxy Statement

Voting Matters and Vote Recommendations

Proposal		Board Recommendation	Page Reference
1	Election of Directors ● Our Board is made up of directors with diverse skills, qualities, attributes, and experiences to effectively address Apple’s evolving needs and represent the best interests of Apple’s shareholders. ● The Board actively reviews its composition to support Apple’s long-term strategic goals. As part of its succession planning and refreshment, the Board has recommended one new nominee at each of our 2021 and 2022 Annual Meetings and nominated Wanda Austin for election at this year’s Annual Meeting.	FOR each nominee	74
2	Ratification of Appointment of Independent Registered Public Accounting Firm ● Ernst & Young LLP is an independent auditing firm with the required knowledge and experience to effectively audit Apple’s financial statements. ● Audit and non-audit services are pre-approved by the Audit and Finance Committee.	FOR	75
3	Advisory Vote to Approve Executive Compensation ● Our executive compensation program is designed to align pay with performance, taking into account shareholder feedback and interests. ● The compensation paid to our named executive officers in 2023 reflects the strength of our annual financial results and stock price performance.	FOR	77
4	EEO Policy Risk Report ● We are committed to nurturing a culture where every great idea can be heard and where everyone belongs, including those with differing viewpoints and ideologies. ● Our policies, practices, and trainings already address the proposal’s concern, and a report on potential risks to the Company of omitting “viewpoint” and “ideology” from our EEO Policy would not provide material additional information to shareholders.	AGAINST	83
5	Report on Ensuring Respect for Civil Liberties ● Apple is committed to respecting human rights, including civil rights, freedom of expression, and access to information, and we review our procedures for administering the App Store for alignment with this commitment. ● We already provide the requested information about the standards and procedures Apple uses to curate apps available in the App Store and about government orders to take down apps.	AGAINST	86

Summary

2024 Proxy Statement

Proposal		Board Recommendation	Page Reference
6	Racial and Gender Pay Gaps ● We already have a comprehensive approach to pay equity and diverse representation at every level of the Company, and since 2017 have achieved gender pay equity globally, as well as pay equity by race and ethnicity in the United States, and in 2022, we also achieved pay equity at the intersections of gender and race and ethnicity in our U.S. workforce. ● We provide robust disclosure regarding our progress on diverse representation on our Inclusion and Diversity website, and we believe our programs, policies, and transparency represent a more meaningful approach to pay equity and diverse representation than the approach set forth in the proposal.	AGAINST	89
7	Report on Use of AI ● We are committed to responsibly advancing our products and services that use AI, have a robust approach to addressing ethical considerations across our business operations, and already provide resources and transparency on our approach to artificial intelligence and machine learning. ● The scope of the requested report is extremely broad and could encompass disclosure of strategic plans and initiatives harmful to our competitive position and would be premature in this developing area.	AGAINST	93
8	Congruency Report on Privacy and Human Rights ● We are deeply committed to respecting human rights and are transparent about our approach to complex situations and prioritizing engagement. ● The requested report would not provide additional material information as our robust policies and disclosures are already publicly available.	AGAINST	97

Governance

2024 Proxy Statement

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.

One share equals one vote		We have a single class of shares with equal voting rights.

Annual director elections		All directors are elected annually for a one-year term.

Majority voting		We have a majority voting standard for uncontested elections of directors.

Separation of Chair and CEO roles		Our CEO is focused on managing Apple and our independent Chair drives accountability at the Board level.

Stock ownership guidelines		We have robust stock ownership guidelines for our directors and executive officers.

Shareholder engagement		We have a comprehensive year-round shareholder engagement program.

Access to management		Our Board has significant interaction with senior management and access to other employees.

Time commitment policy		The Nominating and Corporate Governance Committee annually reviews each director’s various time commitments.

Financial expertise		The Board has determined that each Audit and Finance Committee member qualifies as an “audit committee financial expert” as that term is defined under SEC rules.

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

Succession planning		Our Board regularly reviews Board and executive succession planning.

Executive sessions		All quarterly Board and committee meetings include executive sessions during which no members of management are present.

Board, committee, and individual self-evaluations		Our Board, committees, and individual directors conduct annual performance self-evaluations led by our independent Chair, including one-on-one interviews.

Prohibitions on hedging, pledging, and other transactions		We prohibit short sales, transactions in derivatives, and hedging of Apple securities by directors, executive officers, and employees, and prohibit pledging of Apple securities by directors and executive officers.

Special meetings		Shareholders owning at least 10% of our outstanding shares have the right to call a special meeting of the shareholders.

Proxy access		Up to 20 shareholders owning at least 3% of our outstanding shares continuously for three years may nominate up to 20% of our Board.

Governance

2024 Proxy Statement

Role of the Board of Directors

Apple’s Board oversees the chief executive officer 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 and nominees, 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.

Governance

2024 Proxy Statement

Audit Committee

Ron Sugar (Chair)
James Bell*
Monica Lozano
Sue Wagner

Nine meetings during 2023

Audit Committee Report:
page 102

Primary Responsibilities:

●

Assist the Board in oversight and monitoring of Apple’s financial statements and other financial information

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Oversee compliance with legal, regulatory, and public disclosure requirements

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Appoint and oversee Apple’s independent registered public accounting firm, including their qualifications and independence, and preapprove fees

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Oversee Apple’s systems of internal controls, including the internal audit function

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Oversee treasury and finance matters

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Oversee enterprise risk management

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Oversee privacy and data security

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Generally oversee the auditing, accounting, and financial reporting process

People and Compensation Committee

Andrea Jung (Chair)
Al Gore*
Alex Gorsky
Art Levinson

Six meetings during 2023

People and Compensation Committee Report: page 61

Primary Responsibilities:

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Review and approve the compensation arrangements for the CEO, Apple’s other executive officers and, to the extent it deems appropriate, other employees

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Administer Apple’s equity compensation and other incentive plans

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Review and make recommendations to the Board regarding the compensation of members of the Board and Board committees

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Assist the Board in its oversight of Apple’s strategies, policies, and practices relating to Apple’s people and teams

Nominating Committee

Sue Wagner (Chair)
Al Gore*
Alex Gorsky
Andrea Jung

Five meetings during 2023

Primary Responsibilities:

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Assist the Board on matters relating to the identification, evaluation, and selection of Board members and candidates nominated to the Board

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Make recommendations to the Board concerning the size, structure, and composition of the Board and its committees

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Oversee and make recommendations regarding corporate governance matters, including Apple’s Corporate Governance Guidelines

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Assist the Board in its oversight of Apple’s strategies, policies, and practices relating to environmental and social matters

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Oversee the annual Board performance self-evaluation process

*Retiring as of the 2024 Annual Meeting

Governance

2024 Proxy Statement

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.

Board of Directors

Directly oversees corporate and product strategy, executive succession planning, and other matters reserved to the full Board. Reviews and discusses with management significant risks affecting Apple, including matters escalated by its committees from within their respective areas of direct oversight.

Audit Committee

Oversees financial matters, business conduct, and legal and regulatory compliance, including antitrust matters, political expenditures, cybersecurity, and tax matters, and has primary responsibility for assisting the Board with risk oversight.

People and Compensation
Committee

Oversees the design and administration of compensation programs and policies and has primary responsibility for assisting the Board with oversight of matters relating to Apple’s people and teams.

Nominating Committee

Oversees Board structure, governance, and independence, and has primary responsibility for assisting the Board with oversight of environmental and social matters.

Management

Led by our CEO and executive team, develops and executes our business strategy, manages operations, implements and supervises day-to-day risk management processes, and reports to the Board and its committees on significant matters.

Internal Audit

Directly overseen by the Audit Committee and operating pursuant to a charter, which is reviewed and approved annually by the Audit Committee, identifies and helps mitigate risk, and improves internal controls.

Enterprise Risk Management Program

Designed to identify, assess, and monitor Apple’s business risks, including financial, operational, compliance, and reputational risks. The program is supported by a Risk Oversight Committee consisting of our Chief Financial Officer, General Counsel, Head of Business Assurance, and other senior business leaders that assists the Audit Committee with its general responsibility for overseeing enterprise risk management.

Governance

2024 Proxy Statement

Selected Areas of Oversight

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

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

Human Rights		The Board adopted Apple’s human rights policy — Our Commitment to Human Rights. The policy governs how we treat everyone, including our customers, employees, business partners, and people at every level of our supply chain. Apple identifies salient human rights risks through internal risk assessments and external industry-level third-party audits. Additionally, the policy requires Apple to maintain active communication channels with rights holders and other stakeholders. The Board is responsible for overseeing and periodically reviewing our Human Rights Policy. Apple’s General Counsel is responsible for its ongoing implementation, and reports to the Board and its committees on any significant issues identified during the diligence process and Apple’s progress. The Board oversaw Apple’s recently completed Civil Rights Assessment, published in July 2023 and Workers’ Rights Assessment, published in December 2023.

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

Governance

2024 Proxy Statement

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

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

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

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

Governance

2024 Proxy Statement

Board Meetings and Attendance

The Board met four times during 2023. Each member of the Board who served during 2023 attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board held during 2023, and (ii) the total number of meetings held by each committee of the Board on which the member served during 2023.

Apple expects all of its directors to attend the Annual Meeting. All directors attended the 2023 annual meeting of shareholders (the “2023 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, agenda, 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):

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

Governance

2024 Proxy Statement

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

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 or nominee had a direct or indirect material interest in any relationships during 2023 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 2023 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,” set outs 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.

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

2024 Proxy Statement

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 academic, research, nonprofit, and philanthropic institutions, and bring unique perspectives to the Board.

The Board and the Nominating Committee believe the skills, qualities, attributes, 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. Since 2021, the Board has added two new members, Monica Lozano and Alex Gorsky, and this year has nominated Wanda Austin for election at our 2024 Annual Meeting.

The Board has adopted a policy that directors generally may not stand for reelection after attaining age 75. After years of dedicated and valuable service, James Bell and Al Gore will be retiring from the Board effective as of the 2024 Annual Meeting, having reached the age of 75. In consideration of the significant recent transitions 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 to stand for re-election at the 2024 Annual Meeting, although he has 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.

Directors

2024 Proxy Statement

Director Selection and Evaluation

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 nominees self-identify as women or members of an underrepresented community, 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, with the assistance of an outside search firm, and input from our independent directors, Chair of the Board, and CEO, identified Wanda Austin as a potential candidate and recommended her to the Board.

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 2023, the Nominating Committee has determined that, in its view, no director currently has time commitments that would prevent them from properly discharging their duties as directors.

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.

Directors

2024 Proxy Statement

Nominees for Election

The following biographical disclosures only include information regarding nominees for election or reelection at the Annual Meeting. After years of dedicated and valuable service, James Bell and Al Gore will not stand for reelection at the Annual Meeting and are not represented in the following biographical disclosures. Wanda Austin has been nominated for election to the Board effective as of the Annual Meeting.

The following matrix highlights the mix of key skills, qualities, attributes, 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, 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 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 34.

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 Expression	Male	Male	Female	Male	Female	Female	Male	Female
LGBTQ+	No	Yes	No	No	No	No	No	No
Race/Ethnicity	White	White	African American	White	Asian	Latino	White	White
Veteran	No	No	No	Yes	No	No	No	No

Directors

2024 Proxy Statement

Core Skills

Leadership

Experience from 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 the Company.

Risk Management

Experience identifying, managing, or mitigating risks develops a director’s ability to appreciate, anticipate, and effectively oversee the Company’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 executives.

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 expertise 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.

Directors

2024 Proxy Statement

Art Levinson
Chair of the Board

Director since 2000
People and Compensation Committee

Key Skills and Qualifications

Art Levinson brings to the Board executive leadership experience, including through his service as a chairman and chief executive officer of a large international public company, along with extensive financial expertise and brand marketing experience. Through his experiences at biotechnology and pharmaceutical companies, he also brings significant expertise in the health sector and technology and innovation.

Career Highlights

Dr. Levinson, 73, has served as the Chief Executive Officer of Calico, a company focused on health, aging, and well-being, since September 2013.

Dr. Levinson previously served as Chief Executive Officer of Genentech, Inc., a medical drug developer, from July 1995 to April 2009, and served as Genentech’s Chairman from September 1999 to September 2014.

Dr. Levinson also serves on the Board of Directors of the Broad Institute of MIT and Harvard and on the Board of Scientific Consultants at the Memorial Sloan Kettering Cancer Center.

Dr. Levinson was awarded the National Medal of Technology and Innovation, the nation’s highest honor for achievement and leadership in advancing the fields of science and technology, and the Biotechnology Heritage Award from the Biotechnology Industry Organization and the Chemical Heritage Foundation. Dr. Levinson has been inducted into the Biotech Hall of Fame.

Other Public Company Boards:

None

Tim Cook

Chief Executive Officer
Director since 2011

Key Skills and Qualifications

Tim Cook brings to the Board extensive executive leadership experience in the technology industry, including the management of worldwide operations, sales, service, and support.

Career Highlights

Mr. Cook, 63, has served as Apple’s Chief Executive Officer since 2011, having previously served as Apple’s Chief Operating Officer from October 2005.

Mr. Cook joined Apple in March 1998 and served as Executive Vice President, Worldwide Sales and Operations from February 2002 to October 2005. From October 2000 to February 2002, Mr. Cook served as Senior Vice President, Worldwide Operations, Sales, Service and Support. From March 1998 to October 2000, Mr. Cook served as Senior Vice President, Worldwide Operations.

Mr. Cook serves on the Board of Directors of The National Football Foundation & College Hall of Fame, Inc., the Board of Trustees of Duke University, and on the Leadership Council for the Malala Fund, an international non-profit organization that advocates for girls education.

Other Public Company Boards:

Current: NIKE, Inc.

Directors

2024 Proxy Statement

Wanda Austin

Nominated for 2024

Key Skills and Qualifications

Wanda Austin brings to the Board executive leadership experience through her service as president and chief executive officer of a large research and development organization, significant expertise in advanced technology and innovation, experience with government relations and public policy, and a global business perspective from her service on other boards.

Career Highlights

Dr. Austin, 69, is the retired President and Chief Executive Officer of The Aerospace Corporation, an independent, non-profit organization performing objective technical analyses and assessments for a variety of government, civil, and commercial customers, operating the only federally funded research and development center committed exclusively to the space enterprise. Dr. Austin served in this role from January 2008 until October 2016. Dr. Austin joined The Aerospace Corporation in 1979, serving in various positions of increasing responsibility.

Dr. Austin is also a Member of the National Academy of Engineering and is a co-founder of MakingSpace, Inc., a leadership and science, technology, engineering, and mathematics (STEM) consulting firm. Dr. Austin was the Interim President of the University of Southern California from 2018 to 2019 and has also served on the Defense Policy Board from 2017 to 2019, the President’s Council of Advisors on Science and Technology from 2015 to 2017, the Defense Science Board from 2009 to 2017, and the NASA Advisory Council from 2005 to 2007 and 2014 to 2016.

Other Public Company Boards:

Current: Amgen Inc.; Chevron Corporation
Within Last Five Years: Virgin Galactic Holdings, Inc.

Alex Gorsky

Director since 2021
People and Compensation Committee
Nominating Committee

Key Skills and Qualifications

Alex Gorsky brings to the Board executive leadership experience, as well as brand marketing expertise and extensive experience in the fields of health and technology through his service as a chairman and chief executive officer of a large international public company.

Career Highlights

Mr. Gorsky, 63, is the retired Chief Executive Officer and Executive Chairman of Johnson & Johnson, a global healthcare products company. Mr. Gorsky served as Executive Chairman from January 2022 to January 2023, having previously served as CEO from April 2012 and Chair of the Board from December 2012.

Mr. Gorsky joined Johnson & Johnson in 1988, serving in various positions of increasing responsibility. In 2004, Mr. Gorsky left Johnson & Johnson to join Novartis Pharmaceuticals Corporation, where he served as head of its pharmaceutical business in North America, before returning to Johnson & Johnson in 2008.

Mr. Gorsky serves on the boards of the Travis Manion Foundation, a non-profit organization that empowers veterans to develop character in future generations, and the National Academy Foundation, a non-profit organization that supports career academies within traditional high schools, and on the Board of Advisors of The Wharton School. Mr. Gorsky is the recipient of the Robert F. Kennedy Human Rights Ripple of Hope Award, and the Prix Galien Roy Vagelos Pro Bono Humanum Award.

Other Public Company Boards:

Current: International Business Machines Corporation; JPMorgan Chase & Co.
Within Last Five Years: Johnson & Johnson

Directors

2024 Proxy Statement

Andrea Jung

Director since 2008
People and Compensation Committee (Chair)
Nominating Committee

Key Skills and Qualifications

Andrea Jung brings to the Board executive leadership experience, a global business perspective, and extensive brand marketing and consumer products experience, including through her service as a chair and chief executive officer of a large international public company, and her service on other boards.

Career Highlights

Ms. Jung, 65, has served as the President and Chief Executive Officer and a member of the Board of Grameen America LLC, a nonprofit microfinance organization helping women who live in poverty build small businesses, since April 2014.

Ms. Jung previously served as Executive Chairman of Avon Products, Inc., a personal care products company, from April 2012 to December 2012, and as Chairman of the Board of Avon from September 2001 to April 2012. Ms. Jung served as Chief Executive Officer of Avon from November 1999 to April 2012, and served as a member of Avon’s Board from January 1998 to December 2012.

Ms. Jung also serves on the Board of Rockefeller Capital Management.

Other Public Company Boards:

Current: Unilever PLC; Wayfair Inc.
Within Last Five Years: Unilever N.V.

Monica Lozano

Director since 2021
Audit Committee

Key Skills and Qualifications

Monica Lozano brings to the Board executive leadership experience, and experience in operations, strategic planning, media and marketing, including through her service as a board chair and chief executive officer, and a global business perspective from her service on other boards.

Career Highlights

Ms. Lozano, 67, is the retired President and Chief Executive Officer of the College Futures Foundation, a charitable foundation working to increase the rate of college graduation for low-income California students. Ms. Lozano served in this role from December 2017 to August 2022. Ms. Lozano also co-founded The Aspen Institute Latinos and Society Program and served as Chair of its Advisory Board from January 2015 to October 2019. Her career in media spanned more than 30 years, including as Chair of the Board of Directors of U.S. Hispanic Media, Inc., the parent company of ImpreMedia, a national Hispanic news and information company, from June 2014 to January 2016, and as Chair of ImpreMedia from July 2012 to January 2016 and Chief Executive Officer from May 2010 to May 2014. She also served as Publisher of La Opinión from 2004 to May 2014 and Chief Executive Officer from 2004 to July 2012.

Ms. Lozano chairs the Board of the Weingart Foundation, a private grantmaking foundation advancing racial, social, and economic justice in Southern California, and is a Member of the American Academy of Arts and Sciences.

Other Public Company Boards:

Current: Bank of America Corporation; Target Corporation

Directors

2024 Proxy Statement

Ron Sugar

Director since 2010
Audit Committee (Chair)

Key Skills and Qualifications

Ron Sugar brings to the Board executive leadership experience as a chairman and chief executive officer of a large international public company, financial expertise as a former chief financial officer, experience in worldwide operations, understanding of advanced technology, experience with government relations and public policy, and a global business perspective from his tenure at global companies and his service on other boards.

Career Highlights

Dr. Sugar, 75, is the retired Chairman and Chief Executive Officer of Northrop Grumman Corporation, a global security company. Dr. Sugar served in this role from April 2003 to June 2010 and served as President and Chief Operating Officer from 2001 to 2003. Before joining Northrop Grumman, he held executive positions at Litton Industries and TRW Inc., where he served as Chief Financial Officer.

Dr. Sugar is also a Member of the National Academy of Engineering and serves on the Board of Trustees of the University of Southern California and on the Board of the Los Angeles Philharmonic Association. Dr. Sugar was elected as a member of the National Academy of Engineering for major contributions to advanced space communication systems and leadership in aerospace innovation.

Other Public Company Boards:

Current: Amgen Inc.; Uber Technologies, Inc.
Within Last Five Years: Air Lease Corporation; Chevron Corporation

Sue Wagner

Director since 2014
Nominating Committee (Chair)
Audit Committee

Key Skills and Qualifications

Sue Wagner brings to the Board operational experience and a global business perspective, including through her service as chief operating officer of a large multinational public company, as well as her service on other boards. Ms. Wagner also brings extensive financial expertise and experience in the highly regulated financial services industry.

Career Highlights

Ms. Wagner, 62, is a co-founder of BlackRock, Inc., an asset management company. Ms. Wagner served as BlackRock’s Vice Chair from January 2006 until her retirement in July 2012, and also served as a member of BlackRock’s Global Executive Committee and Global Operating Committee. During her tenure at BlackRock, Ms. Wagner served as BlackRock’s Chief Operating Officer and Head of Corporate Strategy, and led the alternative investments and international client businesses.

Ms. Wagner also serves on the Board of Directors of Color Health, Inc., a privately held health technology company.

Other Public Company Boards:

Current: BlackRock, Inc.; Samsara Inc.
Within Last Five Years: Swiss Re

Directors

2024 Proxy Statement

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”) provides for an annual limit of $1.5 million for all compensation paid or granted to a Non-Employee Director.

Cash Retainers

Our Non-Employee Directors receive an annual cash retainer of $100,000. In 2023, Pay Governance recommended to the People and Compensation Committee an annual increase of $10,000 to the cash retainer received by each of our chairs, with the first installment paid with the September 2023 quarterly installment. The People and Compensation Committee recommended, and the Board approved, the increase. In 2023, 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 $37,500; the Chair of the People and Compensation Committee, Ms. Jung, received an additional cash retainer of $32,500; and the Chair of the Nominating Committee, Ms. Wagner, received an additional cash retainer of $27,500. 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 2023, the number of RSUs underlying each Annual Director Award was 1,852, 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.

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 will be 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.

Directors

2024 Proxy Statement

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. In 2023, Ms. Lozano participated in the Deferred Compensation Plan and deferred a portion of her annual cash retainer. None of our other Non-Employee Directors deferred compensation under the Deferred Compensation Plan in 2023.

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 Mr. Gorsky, who joined the Board in calendar year 2021, 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—2023

The following table shows information regarding the compensation earned or paid during 2023 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—2023, 2022, and 2021” and the related tables under the section entitled “Executive Compensation.”

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

(1)	In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to Non-Employee Directors during 2023, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value for RSUs is measured based on the closing price of Apple’s common stock on the date of grant. Each Non-Employee Director serving on the Board on March 10, 2023 received an Annual Director Award of 1,852 RSUs with a grant date fair value for each RSU of $148.50. Each Non-Employee Director serving on the Board as of September 30, 2023 held 1,852 unvested RSUs.
(2)	The amounts shown reflect the value of one or more products received under the Board’s equipment program during the fiscal year. The amounts also include matching charitable contributions under Apple’s matching gifts program for Ms. Jung of $5,000 and Dr. Sugar of $10,000.
(3)	Ms. Lozano participated in the Deferred Compensation Plan and deferred $12,500 of her 2023 annual cash retainer. The Deferred Compensation Plan does not provide for above-market or preferential earnings.

Compensation

2024 Proxy Statement

Kate Adams

Senior Vice President, General Counsel and Secretary

Ms. Adams, 59, oversees all legal matters, including corporate governance, intellectual property, litigation, compliance, global security, and privacy.

Kate joined Apple as General Counsel in November 2017. Prior to joining Apple, Kate served as General Counsel of Honeywell International Inc., a diversified technology and manufacturing company, from September 2008. Prior to joining Honeywell in 2003, Kate was a partner at the law firm of Sidley Austin LLP.

Luca Maestri

Senior Vice President, Chief Financial Officer

Mr. Maestri, 60, oversees Apple’s accounting, business support, financial planning and analysis, treasury, real estate, investor relations, internal audit, and tax functions.

Luca joined Apple in March 2013 and assumed his current position in May 2014, after previously serving as Apple’s Vice President and Corporate Controller. Prior to joining Apple, Luca was Executive Vice President, Chief Financial Officer of Xerox Corporation, a business services and technology company, from February 2011 to February 2013; Chief Financial Officer at Nokia Siemens Networks; and had a 20-year career with General Motors Corporation, including serving as Chief Financial Officer of GM Europe and GM Brazil.

Deirdre O’Brien

Senior Vice President, Retail

Ms. O’Brien, 57, oversees Apple’s retail stores and online teams. As the leader of Apple’s retail teams, Deirdre supports their work to enrich the lives of millions of Apple customers every year.

Deirdre joined Apple in July 1988 and assumed her role as Senior Vice President, Retail in May 2023, after previously serving as Apple’s Senior Vice President, Retail + People from February 2019. Deirdre’s previous positions with Apple include Vice President, People and Vice President, Operations.

Jeff Williams

Chief Operating Officer

Mr. Williams, 60, oversees Apple’s entire worldwide operations, as well as customer service and support. He leads Apple’s renowned design team and the software and hardware engineering for Apple Watch. Jeff also drives the Company’s health initiatives.

Jeff joined Apple in June 1998 and assumed his current position in December 2015. Jeff’s previous positions with Apple include Senior Vice President, Operations and Head of Worldwide Procurement. Prior to joining Apple, Jeff worked in a number of operations and engineering roles at IBM from 1985 to 1998.

Compensation

2024 Proxy Statement

Andrea Jung (Chair)

Al Gore

Alex Gorsky

Art Levinson

Message from the
People and Compensation Committee

Dear Fellow Shareholders,

On behalf of Apple’s Board of Directors, we want to thank you for your investment in our Company — and for your continued support for its people, its leadership, and the values that guide it.

Apple is a company where people come together to do the best work of their lives. Behind every innovation, there are so many talented teams who collaborate to create incredible products and services for Apple users around the world. And following the expansion of our charter in 2023, the People and Compensation Committee will do even more to support Apple’s teams — including oversight of our investments in employee engagement, inclusion and diversity, talent recruitment, development, and retention.

Of course, Apple’s leadership plays a key role in fostering a culture of collaboration — driving innovation and charting a course for the future. Our executive compensation program aims to reflect these important contributions, from leaders whose vision is so essential to Apple’s continued success. It also reflects feedback from our shareholders — which is an important consideration every year as we evaluate the compensation of our executive officers.

That includes our Chief Executive Officer — Tim Cook — whose outstanding leadership has been crucial to Apple’s success and its enduring track record of innovation. Tim continues to distinguish himself as a responsible, thoughtful, and visionary leader guiding Apple. Under his leadership, the company continues to empower people with innovative technology, while staying true to the values and the spirit of ingenuity that have long guided its work, and over the past three years, Apple’s total shareholder return is more than 55% — nearly 20% above the S&P 500.

As a committee, we have a responsibility to ensure that the compensation of our CEO reflects the success of our Company and the excellence of its leadership. Last year, our committee shared its intention to set Tim’s compensation between the 80th and 90th percentiles of target CEO pay at our primary peer companies, and 89% of votes cast on the Say on Pay proposal at the 2023 Annual Meeting were in favor of Apple’s executive compensation program. We believe positioning Tim’s compensation at this level is responsive to shareholder feedback and appropriate given Apple’s relative size and scope compared to our peer companies.

As we look ahead, we’re grateful to our community of shareholders for their engagement, which will continue to shape the future of our executive compensation program. And together, we’ll continue to support the success of Apple’s teams, its leaders, and its vital work to create technology that empowers people and enriches their lives.

Sincerely,

Andrea Jung Al Gore Alex Gorsky Art Levinson

Compensation

2024 Proxy Statement

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) explains the guiding principles, policies, and practices upon which our executive compensation program is based, and the 2023 compensation paid to our named executive officers.

Summary of 2023 Named Executive Officer Compensation

Motivating and retaining a talented and experienced leadership team is a key factor in Apple’s long-term success. We have a consistent and effective executive compensation program that incorporates sound policies and best practices. We also believe that the compensation of our named executive officers should reflect the strength of our financial results and our commitment to values-driven leadership. The compensation paid to our executive officers in 2023 aligns with the continued strength of our financial results in an uneven macroeconomic environment and the significant progress made across our core values and key community initiatives.

The vast majority of our named executive officers’ compensation is delivered through long-term equity awards. The performance-based equity awards that vested in 2023 reflected Apple’s exceptional stock price performance for the three fiscal year period from the start of 2020 through the end of 2022. Apple’s total shareholder return relative to other companies in the S&P 500 (“Relative TSR”) was at the 98th percentile for this performance period. As a result, in 2023 each of our named executive officers, other than Mr. Cook who did not have a performance-based RSU award scheduled to vest in 2023, vested in the maximum number of performance-based RSUs.

Our 2023 Named

Executive Officers

Tim Cook

Chief Executive Officer

Luca Maestri

Senior Vice President,
Chief Financial Officer

Kate Adams

Senior Vice President,
General Counsel and Secretary

Deirdre O’Brien

Senior Vice President, Retail

Jeff Williams

Chief Operating Officer

For 2023, we reported net sales of $383.3 billion and operating income results of $114.3 billion. Each of our named executive officers also received a 2023 cash incentive award based on the achievement of annual net sales and operating income performance goals and progress made in furtherance of Apple’s values and key community initiatives. Achievement against the net sales and operating income performance goals resulted in a payout opportunity of 166.1%.The People and Compensation Committee also recognized the significant results delivered and progress made in 2023 in furtherance of our values and key community initiatives and applied a 7.5% modifier to the payout opportunity for a final Cash Incentive Plan payout of 178.6% of target for each of our named executive officers.

Say on Pay Advisory Vote Results

Following the 2022 Annual Meeting, Apple engaged with a significant number of our largest shareholders to discuss their perspectives with respect to our executive compensation program and CEO pay. The People and Compensation Committee balanced shareholder feedback, Apple’s exceptional performance, and a recommendation from Mr. Cook to adjust his compensation in light of the feedback received and made significant changes that are reflected in the amount and structure of Mr. Cook’s 2023 compensation. 89% of votes cast on the Say on Pay advisory proposal at the 2023 Annual Meeting were in favor of our executive compensation program. We believe the 2023 Say on Pay advisory vote reflects the expanded shareholder engagement efforts, and the positive shareholder response to the overall structure of our executive compensation program and the changes to Mr. Cook’s 2023 total target compensation. Mr. Cook’s 2023 total target compensation is further described in “CEO Compensation,” below.

Compensation

2024 Proxy Statement

Executive Compensation Policies and Practices

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

Prohibition on hedging, pledging, and short sales		We prohibit short sales, transactions in derivatives, hedging, and pledging of Apple securities by our named executive officers.
Stock ownership guidelines		We have robust stock ownership guidelines for our named executive officers, including a ten times annual base salary requirement for our CEO.
Compensation recoupment		We have recoupment provisions that comply with the new SEC rules and Nasdaq Listing Standards for our Section 16 officers for the recovery of any erroneously awarded performance-based incentive compensation. We also maintain a discretionary recoupment policy applicable to our named executive officers and our broader executive team that allows for recovery of annual cash incentives, equity awards, or other amounts that may be paid with respect to awards in certain events, including for certain acts of misconduct by our named executive officers.
No repricing		We do not allow repricing of stock options without shareholder approval.
No tax gross-ups on perquisites		We do not provide tax gross-ups for the limited types of perquisites provided to our named executive officers. For security and efficiency purposes, Mr. Cook is required by the Board to use private aircraft for all business and personal travel and is provided personal security services.
No change of control payments		We do not provide change of control payments or gross-ups of related excise taxes.
Vesting requirements for dividend equivalents		Dividend equivalents will not be paid unless the vesting and performance conditions for the underlying equity award are met.
At-will employment		We employ our named executive officers at-will; our named executive officers do not have employment contracts.
No pension or other supplemental benefits		We do not provide pension, supplemental executive health or insurance benefits.
Annual compensation risk assessment		The People and Compensation Committee oversees an annual risk assessment of our compensation program.
Independent compensation consultant		The People and Compensation Committee directly retains an independent compensation consultant that performs no services for Apple other than services for the People and Compensation Committee.

Compensation

2024 Proxy Statement

Guiding Compensation Principles

Our executive compensation program is designed to motivate and reward outstanding performance, retain strong leadership, 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. We establish clear, quantitative financial goals and values-driven performance expectations for our named executive officers each year that focus on 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 significantly weighting our named executive officers’ compensation towards 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 an exceptional leadership team.

Executive Compensation Decision-Making Process

Setting appropriate compensation 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 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 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; the scope of its business; 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.

People and Compensation Committee Priorities when Setting Executive Compensation

●	Managing Apple for the long-term
●	Aligning pay with performance
●	Retaining exceptional, values-driven leaders
●	Responding to shareholders’ interests and feedback
●	Maintaining Apple’s unique team-based approach

Compensation

2024 Proxy Statement

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 2023, 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 2023, the People and Compensation Committee generally sought input from Pay Governance on a range of external market factors related to Apple’s compensation programs; CEO pay; recoupment policy amendments; shareholder engagement; environmental, social, and governance performance metrics; people policies; overall compensation program design; evolving compensation trends; appropriate market reference points; and market compensation data. Pay Governance also provided input regarding the amount and form of compensation for our CEO and other named executive officers.

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, and Apple has a long history of proactively engaging with shareholders throughout the year to learn their perspectives on significant issues, including company performance and strategy, executive compensation, and environmental, social, and corporate governance matters. The People and Compensation Committee values the views of our shareholders as expressed through annual Say on Pay advisory votes, as well as the feedback received through our regular shareholder outreach and engagement process. Following the 2022 Annual Meeting, Apple engaged with a significant number of our largest shareholders to discuss their perspectives with respect to our executive compensation program and CEO pay.

What We Heard

●

Request for more disclosure on Mr. Cook’s compensation and the compensation setting process.

Actions Taken in Response

●

Detail was provided in the 2023 Proxy Statement and in this CD&A about Mr. Cook’s compensation and the compensation setting process.

●

Concern over the amount of Mr. Cook’s total target compensation and preference for reduced equity award values for future grants if equity awards will be granted annually.

●

Mr. Cook’s 2023 target total compensation is $49 million, a reduction of over 40% from his 2022 target total compensation. The People and Compensation Committee also intends to position Mr. Cook’s annual target compensation between the 80th and 90th percentiles relative to our primary peer group for future years.

●

Preference for a higher percentage of Mr. Cook’s equity award to be performance-based.

●

The portion of performance-based RSUs granted to Mr. Cook was increased from 50% to 75% of his 2023 target equity award and the portion of his performance-based RSUs will be at least 75% for future years.

●

Preference for pro rata vesting of equity awards upon a termination of employment due to retirement.

●

The 2023 time-based RSUs granted to Mr. Cook provide for pro-rata vesting if he retires and the People and Compensation Committee intends to maintain this structure for future years.

89% of votes cast on the Say on Pay advisory proposal at the 2023 Annual Meeting were in favor of our named executive compensation program. The People and Compensation Committee has and will continue to gather and consider shareholder feedback and the results of Say on Pay votes when setting compensation in the future.

Compensation

2024 Proxy Statement

Role of Peer Groups

The People and Compensation Committee reviews and approves the composition of a primary and a secondary peer group each year to serve as market reference points for compensation 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.

In connection with changes made to Mr. Cook’s 2023 total target compensation, the People and Compensation Committee stated its intention to set Mr. Cook’s total target compensation between the 80th and 90th percentiles relative to the CEO pay of our primary peer group companies for future years. To make this determination, the People and Compensation Committee will review with its independent compensation consultant the target annual total compensation opportunity provided to the CEOs in Apple’s primary peer group using the then available public filings for each of the companies. Apple remains significantly larger than most other companies and 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.

Revenue shown is based on the trailing 12 months revenue for Apple and each of our primary peers ending closest to our 2023 fiscal year-end. Market capitalization for our primary peers is the amount reported by Bloomberg L.P. as of September 29, 2023, the last trading day of 2023.

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 2023 were $20 billion and $100 billion, respectively at the time the 2023 peer group was set. Based on the above criteria, the People and Compensation Committee removed Charter Communications and IBM and added Mastercard Incorporated, Tesla, Inc. and Warner Bros. Discovery, Inc. to the primary peer group for 2023. The 2023 primary group includes Alphabet, Amazon, AT&T, Cisco, Comcast, Disney, Intel, Mastercard, Meta, Microsoft, Netflix, Oracle, Qualcomm, Salesforce, Tesla, Verizon, Visa, and Warner Bros. Discovery.

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, primarily to compare pay practices. The 2023 secondary peer group includes 3M, AbbVie, The Coca-Cola Company, Johnson & Johnson, Nike, PepsiCo, Pfizer, Procter & Gamble, Starbucks, and UnitedHealth Group.

As shown in the chart above, Apple remains considerably larger than the typical company in the primary peer group. Apple has approximately four times the revenue and approximately twelve times the market capitalization of the median peer companies in its primary peer group. Apple’s size and scope with respect to its primary peer companies in terms of revenue and market capitalization supports our CEO’s total target compensation positioning between the 80th to 90th percentile of CEO total target compensation at these companies.

Compensation

2024 Proxy Statement

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 voting or deliberations regarding his own compensation.

Components of Named Executive Officer Compensation

The target total 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 2023.

Annual Cash Incentive

Our annual cash incentive program is a performance-based, at-risk component of our named executive officers’ compensation. Cash incentive awards are granted under the Apple Inc. Executive Cash Incentive Plan (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. The structure and payout opportunities under the Cash Incentive Plan did not change for 2023. Additional details regarding the Cash Incentive Plan for 2023 can be found below in the section entitled “Cash Incentive Plan- 2023 Financial Performance Measures and Payout Opportunities.”

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 2023 can be found below in the section entitled “2023 Long-Term Equity Awards and Results.”

Compensation

2024 Proxy Statement

Summary of CEO 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 2023, 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 2022, and shareholder feedback. Balancing this feedback, Apple’s exceptional performance, a desire to continue to create meaningful performance and retention incentives, and a recommendation from Mr. Cook to adjust his compensation in light of the feedback received, the People and Compensation Committee reduced his 2023 target equity award value while increasing the portion of performance-based RSUs granted to Mr. Cook from 50% to 75%. Given Apple’s significantly larger size and scope, as compared to its primary peer companies, as well as Mr. Cook’s history of delivering exceptional results, the People and Compensation Committee also intends to position his future total target compensation, commensurate with these factors, between the 80th and 90th percentiles of CEO total target compensation in our primary peer group.

Tim Cook

Chief Executive Officer

Role: 12 years

Apple Tenure: 25 years

2023 Total Target Compensation: $49 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 2023 remained at 200% of his base salary

Target Equity Award Value: $40 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

CEO Equity Awards

Equity awards granted to Mr. Cook are intended to create meaningful equity incentives aligned with the long-term interests of our shareholders. The People and Compensation Committee recognizes the growth and success Mr. Cook has delivered to shareholders for more than a decade as CEO, and the impact of his leadership is evident in the Company’s short-term and long-term success. The amount and structure of Mr. Cook’s equity awards are intended to align with our philosophy of managing Apple for the long term and create incentives to drive continued success.

Mr. Cook’s first RSU award as CEO in 2011 had a unique 10-year structure (the “2011 Award”). As the final vesting tranches of the 2011 Award approached, the People and Compensation Committee evaluated Mr. Cook’s equity compensation structure in light of the rapid growth and unparalleled success that Apple had achieved under Mr. Cook’s leadership. The People and Compensation Committee also considered the strong compensation structure and practices that had developed for our other named executive officers, and the differences that had developed between the structure of Mr. Cook’s long-term equity incentives and the long-term equity incentives awarded to our other named executive officers annually since 2014. Taking these factors into consideration, Mr. Cook was granted an equity award in 2021 for the first time since he was promoted to CEO and a second award, identical in amount and structure, was granted for 2022.

Compensation

2024 Proxy Statement

In 2023, Mr. Cook was granted an equity award with a total target equity grant value of $40 million (“2023 Equity Award”), a reduction in value of almost 40% from his 2022 target equity grant value. The 2023 Equity Award was specifically designed to continue to align pay with performance and shareholder interests and recognize Mr. Cook’s outstanding leadership. It was further designed to balance shareholder feedback, Apple’s exceptional performance, a desire to continue to create meaningful performance and retention incentives, and a recommendation from Mr. Cook to adjust his compensation in light of the feedback received. The People and Compensation Committee also changed the mix of the 2023 Equity Award to increase the performance-based portion of the award from 50% to 75% and reduce the time-based portion of the award from 50% to 25%. The portion of his performance-based RSUs will also be at least 75% for future years. The People and Compensation Committee believes these changes are responsive to shareholder feedback and meet the other objectives it considered for Mr. Cook’s compensation, as noted above.

Alignment with Shareholder Value Creation

The majority of Mr. Cook’s compensation has been delivered through long-term equity awards since his promotion to CEO in 2011. The equity awards he has received align with Apple’s growth and success and the tremendous value delivered to our shareholders under his leadership. As of the end of 2023, Apple’s Relative TSR increased approximately 1,402% during Mr. Cook’s tenure as CEO, significantly outpacing the S&P 500 which increased approximately 360% over the same time period. Apple’s market capitalization also grew by more than $2 trillion during Mr. Cook’s tenure as CEO.

2024 CEO Total Target Compensation

When evaluating our executive compensation program and the total target value of Mr. Cook’s compensation for 2024, the People and Compensation Committee considered Mr. Cook’s continued exceptional performance as CEO, the Company’s strong financial performance in an uneven macroeconomic environment, and shareholder feedback. Upon review of the relevant benchmark data with its independent compensation consultant the People and Compensation Committee increased the target value of Mr. Cook’s equity award for 2024 to $50 million, which, along with his base salary and target Cash Incentive Plan award, positions his 2024 total target compensation within the 80th to 90th percentile of CEO pay at the companies in our primary peer group. The People and Compensation Committee maintained the same equity award structure and weightings with 75% of the equity award subject to performance-based vesting and 25% of the equity award subject to time-based vesting. No changes were made to the amount of Mr. Cook’s base salary or the 2024 target payout opportunity under the Cash Incentive Plan.

Compensation

2024 Proxy Statement

Summary of Other Named Executive Officer Compensation

The total target compensation of our four other named executive officers 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 named executive officers for 2023. The People and Compensation Committee determined that the target compensation of our 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.

Luca Maestri

SVP, Chief Financial Officer

Role: 9 years

Apple Tenure: 10 years

2023 Total Target Compensation: $23 million

Base Salary: $1 million

The annual base salaries for our named executive officers did not change for 2023.

Cash Incentive Plan Opportunity: $2 million

Our named executive officers’ target Cash Incentive Plan opportunity for 2023 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.

Kate Adams

SVP, General Counsel and Secretary

Role: 6 years

Apple Tenure: 6 years

Deirdre O’Brien

SVP, Retail

Role: 4 years

Apple Tenure: 35 years

Jeff Williams

Chief Operating Officer

Role: 8 years

Apple Tenure: 25 years

Additional details regarding our named executive officers’ 2023 compensation can be found below in the sections entitled “Cash Incentive Plan- 2023 Financial Performance Measures and Payout Opportunities” and “2023 Long-Term Equity Awards and Results.”

Compensation

2024 Proxy Statement

Cash Incentive Plan - 2023 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 2023 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 and 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 reflects strong financial results commensurate with the projected business and economic conditions for the current fiscal year.

2023 Financial Performance Goals and Results

As part of its goal-setting process for 2023, the People and Compensation Committee considered the likelihood of a range of business scenarios that could impact net sales and operating income results for the year taking into account several factors. These factors included anticipated foreign currency headwinds, the ongoing uneven macroeconomic environment and the continuing effects of the prolonged uncertainty caused by the COVID-19 pandemic including, country-specific policies and lockdowns. Accordingly, the People and Compensation Committee determined that focusing on the underlying business performance was an appropriate method of evaluating the 2023 performance goals. The Committee believed that attaining similar underlying performance to 2022’s record-breaking net sales and operating income results would require a high level of performance given these factors, and set the target goals at this level.

For 2023, the Company’s total net sales decreased 3%. However, the weakness in foreign exchange relative to the US dollar accounted for more than the entire year-over-year decrease in total net sales. On an underlying basis, the company delivered strong performance in a challenging environment driven by all-time high revenue records in emerging markets, and we achieved an all-time revenue record in Services. The Company was also thoughtful and deliberate on spending while driving cost and gross margins improvements throughout the year. Overall, we reported net sales of $383.3 billion and operating income of $114.3 billion. These achievements resulted in 153.1% and 179.1% target payout opportunities, respectively, for an aggregate payout opportunity of 166.1% prior to application of the modifier described below.

Compensation

2024 Proxy Statement

Annual Assessment of Apple Values and Key Community Initiatives

We believe that our business can and should be a force for good. Achieving that takes innovation, collaboration, and a focus on serving others. It also means leading 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’re always working to leave the world better than we found it, and to create powerful tools that empower others to do the same. To support these ambitions, the Cash Incentive Plan includes a modifier based on our named executive officers’ efforts to further 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 choose to 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 results of the People and Compensation Committee’s values assessment.

For 2023, 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, 2023 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. Based on its discussions with management and overall evaluation of the Apple values scorecard presented for the year, the People and Compensation Committee recognized the significant progress achieved as represented by the select highlights below, while also recognizing the areas of opportunity, and applied a modifier of 7.5% out of the maximum of 10%.

Scorecard Focus and Select Highlights:

Accessibility

Focus: Ensuring our products, services, and experiences are fully accessible; and our workplace and tools are accessible

Select Highlights

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

Education

Focus: Increasing the number of educators and underserved students engaged in Apple-sponsored education initiatives; and establishing meaningful partnerships and programs with organizations that serve underrepresented minorities

Select Highlights

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

Environment

Focus: Achieving progress towards 2030 carbon neutral goal via the following five pillars across Apple: low carbon product design; energy efficiency; renewable electricity; direct emissions abatement; and carbon removal

Select Highlights

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

Compensation

2024 Proxy Statement

Inclusion & Diversity

Focus: Increasing representation of diverse groups with a particular focus on engineering and leadership and continuing to sustain and enhance a strong inclusive environment where everyone can do the best work of their lives

Select Highlights

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

Privacy

Focus: Protecting privacy and security of information through data minimization, on-device processing, transparency and user choice, and security

Select Highlights

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

Racial Equity and Justice Initiative

Focus: Address systematic barriers through strategic programs and investments across three pillars of education, economic equality, and criminal justice reform and engage customers and external stakeholders in our efforts to raise the viability of our impact

Select Highlights

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

Supplier Responsibility

Focus: Transitioning supply chain to 100% renewable energy, increasing “top performing suppliers,” while implementing our Human Rights Policy, holding suppliers accountable to Apple’s Supplier Code of Conduct, and supporting people in our supply chain

Select Highlights

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

Key Community Initiatives

Focus: Supporting strong communities through investments and employee giving

Select Highlights

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

Compensation

2024 Proxy Statement

2023 Cash Incentive Plan Payouts

Our 2023 net sales and operating income attainment resulted in a net sales payout opportunity of 153.1% of target and an operating income payout opportunity of 179.1% of target for an aggregate payout opportunity of 166.1% of target. The People and Compensation Committee recognized the significant progress achieved in furtherance of our values and key community initiatives and applied a modifier of 7.5% out of the maximum of 10% resulting in a final Cash Incentive Plan award for 2023 of 178.6% of the target payout opportunity for each of our named executive officers in 2023.

2023 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 September 25, 2022 of 50% performance-based and 50% time-based RSUs. Mr. Cook was granted a long-term equity award on September 25, 2022 of 75% performance-based and 25% time-based RSUs.

2023 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. Vesting schedules for time-based RSUs are generally longer than our peer companies.

Time-based RSUs granted to our named executive officers on September 25, 2022, will vest in three equal annual installments over approximately four and one-half years, with the first installment vesting on April 1, 2025 (approximately two and one-half years following the grant date), subject to the award agreements. The number of time-based RSUs granted to each named executive officer 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—2023, 2022, and 2021.”

2023 Performance-Based RSUs

The People and Compensation Committee continued to use Relative TSR as the metric for performance-based RSUs 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 for the applicable performance period 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. We use a 20-trading-day averaging period to determine the beginning and ending stock price to calculate the TSR of Apple and each company in the S&P 500. This 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. For each company, the change in stock price from the beginning to the end of the performance period is divided by the beginning stock price to determine TSR.

Compensation

2024 Proxy Statement

The performance-based RSUs granted on September 25, 2022, have a three-fiscal-year performance period from the beginning of 2023 through the end of 2025. 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, 2025, depending on Apple’s Relative TSR percentile ranking for the performance period, as follows:

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

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 $30 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—2023, 2022, and 2021.”

Dividend Equivalents

All equity awards granted to our employees in 2023 have dividend equivalent rights. The dividend equivalents will only pay out if the time-based vesting and performance-based vesting conditions have been met for the underlying RSUs.

Performance-Based RSU 2023 Results

On October 1, 2022, Ms. Adams, Mr. Maestri, Ms. O’Brien and Mr. Williams each vested in performance-based RSUs that were granted on September 29, 2019. 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. Mr. Cook did not have a performance-based RSU scheduled to vest in 2023.

For the three-year performance period from September 29, 2019 through September 24, 2022, Ms. Adams, Mr. Maestri, and Mr. Williams each vested in 365,600 performance-based RSUs, representing 200% of the target number of performance-based RSUs.

	Relative TSR Percentile Ranking for Three-Year Performance Period	TSR Results for Three-Year Performance Period
Apple	98th Percentile	173.34%
S&P 500 Companies	85th Percentile	77.0%
	55th Percentile	31.04%
	25th Percentile	4.99%
	Below 25th	<4.99%

Compensation

2024 Proxy Statement

Other Compensation and Benefits

Our named executive officers are also eligible to participate in our Employee Stock Purchase Plan, 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—2023, 2022, and 2021.”

Deferred Compensation Plan

Our named executive officers are eligible to defer a portion of their base salary and ther annual Cash Incentive Plan payout opportunity under the terms of the Deferred Compensation Plan.

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 is reported in the “Summary Compensation Table—2023, 2022, and 2021.”

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 award agreements for all our employees, including Mr. Cook, provide for full accelerated vesting upon a termination due to death. 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 full vesting upon a termination due to disability with settlement occurring on the originally scheduled vesting dates. The People and Compensation Committee also approved a retirement vesting provision in Mr. Cook’s outstanding equity awards to recognize the unique impact of his leadership decisions on the long-term growth and success of Apple. 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. The People and Compensation Committee considered shareholder feedback provided in recent engagements that the primary purpose of time-based RSUs should be retention. Thus, while treatment in the event of death or disability remained unchanged, Mr. Cook’s 2023 time-based RSUs were structured to vest on a pro rata basis, based on the dates of employment, in the event of his termination due to retirement on or after the first anniversary of the grant 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 RSU awards will be released on the original 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.

Compensation

2024 Proxy Statement

Governance and Other Considerations

Recoupment of Compensation

The terms of all outstanding RSU awards held by our named executive officers in 2023 allow us to recoup any shares or other amount that may be paid in respect of RSUs in the event the named executive officer engages in certain acts of misconduct. The compensation recoupment policy also applies to the awards and payout opportunities granted under the Cash Incentive Plan to our executive officers. Apple may recover compensation in the event a named executive officer commits a felony while employed by Apple or, while employed by Apple or at any time thereafter, a named executive officer engages in a breach of confidentiality; materially breaches any agreement with Apple; commits an act of theft, embezzlement or fraud; or if Apple is required to prepare an accounting restatement as a result of the named executive officer’s misconduct. Apple also adopted additional recoupment provisions in 2024 in accordance with the SEC rules and Nasdaq Listing Standards effective on October 2, 2023, 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, if Apple has a qualifying financial restatement during the three completed fiscal years immediately prior to the fiscal year in which a financial restatement determination is made, 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. Each executive officer currently holds shares in excess of these guidelines.

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

Andrea Jung (Chair)

Al Gore

Alex Gorsky

Art Levinson

Compensation

2024 Proxy Statement

Executive Compensation Tables

Summary Compensation Table—2023, 2022, and 2021

The following table, footnotes, and related narrative show information regarding the total compensation of each named executive officer for 2023, 2022, and 2021.

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

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

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

Compensation

2024 Proxy Statement

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

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

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

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

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

The amounts in the salary, bonus, and non-equity incentive plan compensation columns of the “Summary Compensation Table—2023, 2022, and 2021” 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—2023” and “Stock Vested—2023” 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—2023, 2022, and 2021” should be read in conjunction with the Compensation Discussion and Analysis and the subsequent tables and narrative descriptions.

Compensation

2024 Proxy Statement

Grants of Plan-Based Awards—2023

The following table shows information regarding the incentive awards granted to the named executive officers for 2023.

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards:
Name (a)	Award Type	Grant Date (b)	Threshold ($)(c)	Target ($)(d)	Maximum ($)(e)	Threshold (#)(f)	Target (#)(g)	Maximum (#)(h)	Number of Shares of Stock or Units (#)(i)	Grant Date Fair Value of Stock Awards⁽¹⁾ ($)(j)
Tim Cook	Cash Incentive	—	3,000,000	6,000,000	12,000,000	—	—	—	—	—
	Performance-based RSUs	9/25/2022	—	—	—	49,858	199,429	398,858	—	36,970,148
	Time-based RSUs	9/25/2022	—	—	—	—	—	—	66,477	10,000,135
Luca Maestri	Cash Incentive	—	1,000,000	2,000,000	4,000,000	—	—	—	—	—
	Performance-based RSUs	9/25/2022	—	—	—	16,620	66,477	132,954	—	12,323,506
	Time-based RSUs	9/25/2022	—	—	—	—	—	—	66,477	10,000,135
Kate Adams	Cash Incentive	—	1,000,000	2,000,000	4,000,000	—	—	—	—	—
	Performance-based RSUs	9/25/2022	—	—	—	16,620	66,477	132,954	—	12,323,506
	Time-based RSUs	9/25/2022	—	—	—	—	—	—	66,477	10,000,135
Deirdre O’Brien	Cash Incentive	—	1,000,000	2,000,000	4,000,000	—	—	—	—	—
	Performance-based RSUs	9/25/2022	—	—	—	16,620	66,477	132,954	—	12,323,506
	Time-based RSUs	9/25/2022	—	—	—	—	—	—	66,477	10,000,135
Jeff Williams	Cash Incentive	—	1,000,000	2,000,000	4,000,000	—	—	—	—	—
	Performance-based RSUs	9/25/2022	—	—	—	16,620	66,477	132,954	—	12,323,506
	Time-based RSUs	9/25/2022	—	—	—	—	—	—	66,477	10,000,135

(1)

The grant date fair value for time-based RSUs is calculated in accordance with FASB ASC 718 based on the closing price of Apple’s common stock on the date of grant. The grant date fair value for performance-based RSUs is calculated using a Monte-Carlo model for each award on the date of grant, determined under FASB ASC 718, incorporating the following assumptions:

		Assumptions
Grant Date	Performance Period End Date	Expected Term (years)	Expected Volatility	Risk-Free Interest Rate
9/25/2022	9/27/2025	3.01	35.25%	4.17%

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.

Compensation

2024 Proxy Statement

Description of Plan-Based Awards

Non-Equity Incentive Plan Awards. The non-equity incentive plan awards shown in the table entitled “Grants of Plan-Based Awards—2023” were granted under the Cash Incentive Plan. The material terms of the 2023 incentive plan awards granted under the Cash Incentive Plan are described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “Cash Incentive Plan - 2023 Financial Performance Measures and Payout Opportunities.”

Equity Incentive Plan Awards. Each of the time-based and performance-based RSUs shown in the table entitled “Grants of Plan-Based Awards—2023” was granted under, and is subject to, the terms of the Apple Inc. 2022 Employee Stock Plan (the “2022 Plan”). The People and Compensation Committee administers the 2022 Plan.

Time-Based RSUs. The material terms of the time-based RSUs granted to our named executive officers are described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “2023 Long-Term Equity Awards and Results.”

Performance-Based RSUs. The material terms of the performance-based RSUs granted to our named executive officers are described under “Executive Compensation—Compensation Discussion and Analysis” in the section entitled “2023 Long-Term Equity Awards and Results.”

Compensation

2024 Proxy Statement

Outstanding Equity Awards—2023

The following table shows information regarding the outstanding equity awards held by each of the named executive officers as of September 30, 2023.

Name (a)	Grant Date(b)	Number of Shares or Units of Stock That Have Not Vested (#)(c)			Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾ ($)(d)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(e)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽¹⁾ ($)(f)
Tim Cook	9/27/2020		222,658	⁽²⁾		38,121,276		333,987	⁽³⁾		57,181,914
	9/26/2021		255,241	⁽⁴⁾		43,699,812		255,241	⁽⁴⁾⁽⁵⁾		43,699,812
	9/25/2022		66,477	⁽⁶⁾		11,381,527		199,429	⁽⁵⁾⁽⁶⁾		34,144,239
Luca Maestri	9/29/2019		60,932	⁽⁷⁾		10,432,168		—			—
	9/27/2020		59,376	⁽⁸⁾		10,165,765		89,064	⁽⁵⁾⁽⁹⁾		15,248,647
	9/26/2021		68,065	⁽⁴⁾		11,653,409		68,065	⁽⁴⁾⁽⁵⁾		11,653,409
	9/25/2022		66,477	⁽⁶⁾		11,381,527		66,477	⁽⁵⁾⁽⁶⁾		11,381,527
Kate Adams	9/29/2019		60,932	⁽⁷⁾		10,432,168		—			—
	9/27/2020		59,376	⁽⁸⁾		10,165,765		89,064	⁽⁵⁾⁽⁹⁾		15,248,647
	9/26/2021		68,065	⁽⁴⁾		11,653,409		68,065	⁽⁴⁾⁽⁵⁾		11,653,409
	9/25/2022		66,477	⁽⁶⁾		11,381,527		66,477	⁽⁵⁾⁽⁶⁾		11,381,527
Deirdre O’Brien	9/29/2019		60,932	⁽⁷⁾		10,432,168		—			—
	9/27/2020		59,376	⁽⁸⁾		10,165,765		89,064	⁽⁵⁾⁽⁹⁾		15,248,647
	9/26/2021		68,065	⁽⁴⁾		11,653,409		68,065	⁽⁴⁾⁽⁵⁾		11,653,409
	9/25/2022		66,477	⁽⁶⁾		11,381,527		66,477	⁽⁵⁾⁽⁶⁾		11,381,527
Jeff Williams	9/29/2019		60,932	⁽⁷⁾		10,432,168		—			—
	9/27/2020		59,376	⁽⁸⁾		10,165,765		89,064	⁽⁵⁾⁽⁹⁾		15,248,647
	9/26/2021		68,065	⁽⁴⁾		11,653,409		68,065	⁽⁴⁾⁽⁵⁾		11,653,409
	9/25/2022		66,477	⁽⁶⁾		11,381,527		66,477	⁽⁵⁾⁽⁶⁾		11,381,527

(1)	The dollar amounts shown in columns (d) and (f) are determined by multiplying the number of shares or units shown in column (c) or (e), as applicable, by $171.21, the closing price of Apple’s common stock on September 29, 2023, the last trading day of Apple’s fiscal year.

(2)	111,329 time-based RSUs subject to this award vested on April 1, 2023, and subject to the terms of the award agreement, the remainder of the RSUs are scheduled to be released in two annual installments of 111,329, commencing on April 1, 2024.

(3)	153% of the 333,987 target number of performance-based RSUs subject to this award (totaling 511,000 performance-based RSUs) vested on October 1, 2023, based on Apple’s Relative TSR compared to other companies in the S&P 500 over the relevant performance period.

(4)	Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest or be released, as applicable, in three annual installments commencing on April 1, 2024. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest or be released, as applicable, on October 1, 2024, provided the applicable performance condition is satisfied.

(5)	The target number of performance-based RSUs is shown. As described under “Executive Compensation—Compensation Discussion and Analysis,” in each case, between 0% and 200% of the target number of performance-based RSUs may vest depending on Apple’s Relative TSR compared to the other companies in the S&P 500 over the relevant performance period.

Compensation

2024 Proxy Statement

(6)	Subject to the terms of the award agreement, the time-based RSUs subject to this award are scheduled to vest or be released, as applicable, in three annual installments commencing on April 1, 2025. Subject to the terms of the award agreement, the performance-based RSUs subject to this award are scheduled to vest or be released, as applicable, on October 1, 2025, provided the applicable performance condition is satisfied.

(7)	Subject to the terms of the award agreement, the remaining 60,932 time-based RSUs are scheduled to vest on April 1, 2024.

(8)	29,688 RSUs subject to this award vested on April 1, 2023, and subject to the terms of the award agreement, the remainder of the RSUs are scheduled to vest in two annual installments of 29,688, commencing on April 1, 2024.

(9)	153% of the 89,064 target number of performance-based RSUs subject to this award (totaling 136,268 performance-based RSUs) vested on October 1, 2023, based on Apple’s Relative TSR compared to other companies in the S&P 500 over the relevant performance period.

Stock Vested—2023

The following table shows information regarding the vesting during 2023 of RSUs previously granted to the named executive officers.

	Stock Awards
Name (a)	Number of Shares Acquired on Vesting (#)(b)	Value Realized on Vesting ($)(c)⁽¹⁾
Tim Cook	111,329	18,604,189
Luca Maestri	515,284	76,609,760
Kate Adams	515,284	76,609,760
Deirdre O’Brien	504,728	74,928,183
Jeff Williams	515,284	76,609,760

(1)

The dollar amounts shown in column (c) are determined by multiplying the number of shares acquired on vesting by the per-share closing price of Apple’s common stock on the vesting date, plus dividend equivalents attributable to such shares in the amount of $246,037 for Mr. Cook, $1,400,948 for each of Ms. Adams, Mr. Maestri, and Mr. Williams, and $1,355,503 for Ms. O’Brien.

Compensation

2024 Proxy Statement

Non-Qualified Deferred Compensation—2023

The following table shows information regarding the participation of our named executive officers in the Deferred Compensation Plan as of September 30, 2023.

Name (a)	Executive Contributions ($)(b)	Apple Contributions ($)(c)	Aggregate Earnings ($)(d)	Aggregate Withdrawals/ Distributions ($)(e)	Aggregate Balance at September 30,2023 ($)(f)
Kate Adams	2,400,000⁽¹⁾	—	492,257	—	7,095,419⁽²⁾

(1)	Reflects the portion of Ms. Adams’ annual cash incentive payout for 2022 deferred and contributed to the Deferred Compensation Plan. The payout was reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table—2023, 2022, and 2021,” under 2022, the year it was earned.

(2)	The balance reflects $7,303,650 that was reported as compensation in the “Summary Compensation Table” in prior years.

Description of Non-Qualified Deferred Compensation

Our named executive officers and Non-Employee Directors are eligible to participate in the Deferred Compensation Plan.

Deferred Compensation Plan participants may elect to defer up to 50% of their annual base salary and commissions and up to 90% of their eligible cash bonus, or up to 100% of their annual cash retainer in the case of Non-Employee Directors, by timely completing a deferral election form. Amounts deferred under the Deferred Compensation Plan, as adjusted for applicable earnings gains and losses and fees, are credited to an account in the participant’s name and remain fully vested at all times. Participants may select at any time from a diversified menu of notional investment options that generally mirror the investment options of Apple’s 401(k) plan, and the value of their Deferred Compensation Plan account balance may increase or decrease based on the performance of their selected investment options. In 2023, annual returns on the investment options available for the Deferred Compensation Plan generally ranged from 0.75% to 29.28%.

Deferred Compensation Plan participants may elect to receive distributions of their deferred amounts either upon separation from service or as of a specified in-service distribution date. Distributions will be made in a lump sum payment unless the participant elects installment payments between two and 10 years. A Deferred Compensation Plan participant also may request to receive a hardship distribution on account of an eligible unforeseeable emergency. If a Deferred Compensation Plan participant dies before receiving a complete distribution of their account, the remaining account will be paid to their beneficiaries in a lump sum by December 31 of the year following the participant’s death.

Potential Payments Upon Termination or Change of Control

We do not have any cash severance arrangements with our named executive officers, and none of our named executive officers’ equity awards outstanding as of 2023 fiscal year-end provide for acceleration or a right to receive shares in connection with a change of control, or termination of employment for reasons other than death, disability, or for Mr. Cook, retirement. Retirement is defined as a termination of employment after reaching at least 60 years of age and at least 10 years of service with Apple.

Equity Award Treatment Upon Termination of Employment

CEO Awards

Subject to the terms of the award agreements, Mr. Cook’s time-based RSUs provide for accelerated vesting in full upon disability or death. Mr. Cook’s 2021 and 2022 time-based RSUs provide for a continued right to receive the full number of unvested shares underlying the time-based RSUs upon retirement that occurs on or after the first anniversary of the grant date. Mr. Cook’s 2023 time-based RSUs provide for a continued right to receive a pro rata number of unvested shares underlying the time-based RSUs upon retirement that occurs on or after the first anniversary of the grant date. The pro rata vesting is determined based on Mr. Cook’s period of employment during the vesting period. The delivery of the vested shares underlying Mr. Cook’s time-based RSUs and any dividend equivalents that have accrued on such RSUs are not accelerated upon disability or retirement and will continue to be delivered on the originally scheduled vesting dates. If Mr. Cook terminates employment due to retirement before the first anniversary of the grant date of any time-based award, he will not have a right to any unvested time-based RSUs.

Compensation

2024 Proxy Statement

Mr. Cook’s outstanding performance-based RSUs provide for a continued right to receive shares that are earned based upon full or partial attainment of the award’s performance conditions upon a termination of employment due to death, disability, or retirement, if retirement occurs on or after the first anniversary of the grant date. If Mr. Cook terminates employment due to retirement before the first anniversary of the grant date, he will not have a right to any of the earned but unvested performance-based RSUs.

Other Named-Executive Officer Awards

The time-based RSUs held by our other named executive officers, subject to the terms of the award agreements, provide for partial accelerated vesting of the RSUs scheduled to vest on the next applicable vesting date following a termination of employment due to disability, and for full accelerated vesting upon death. Performance-based RSUs provide for a partial waiver of the service vesting condition upon the death or disability of the award recipient, with the number of shares that vest determined at the end of the performance period, based on actual performance results and prorated based on the recipient’s dates of employment during the performance period.

Estimated total value of hypothetical equity acceleration

The following table shows the estimated amounts that the named executive officers would have become entitled to under the terms of all equity awards outstanding as of fiscal year-end had their employment terminated due to death or disability for each of our named executive officers, or retirement for Mr. Cook, on September 30, 2023, the last day of Apple’s 2023 fiscal year. The estimated values for performance-based RSUs are shown at the maximum potential payout amounts and are subject to the terms of the award agreements.

Name	Estimated Total Value upon Retirement⁽¹⁾ ($)	Estimated Total Value upon Death⁽¹⁾ ($)	Estimated Total Value upon Disability⁽¹⁾ ($)
Tim Cook	359,540,635	367,496,690	367,496,690
Luca Maestri	—	98,580,263	66,994,875
Kate Adams	—	98,580,263	66,994,875
Deirdre O’Brien	—	98,580,263	66,994,875
Jeff Williams	—	98,580,263	66,994,875

(1)

The dollar amounts are determined by (i) multiplying the number of RSUs that would have been subject to accelerated vesting if an officer had retired, died, or become disabled, on September 30, 2023, as applicable, by $171.21 the closing price of Apple’s common stock on September 29, 2023, the last trading day of the fiscal year; and (ii) then adding any accumulated dividend equivalents attributable to any such RSUs on that date.

Compensation

2024 Proxy Statement

Pay versus Performance

The information below is provided pursuant to the SEC pay versus performance disclosure requirements set forth in Item 402(v) of SEC Regulation S-K (the “Pay Versus Performance Rule”), which requires companies to disclose certain information about the relationship between performance and the compensation of named executive officers.

					Value of Initial Fixed $100 Investment Based On:
Fiscal Year(a)	Summary Compensation Table Total for Mr. Cook($)(b)	Compensation Actually Paid to Mr. Cook($)(c)	Average Summary Compensation Table Total for Other NEOs($)(d)	Average Compensation Actually Paid to Other NEOs($)(e)	Total Shareholder Return($)(f)	Peer Group Total Shareholder Return($)(g)	Net Income ($M)(h)	Net Sales ($M)(i)
2023	63,209,845	106,643,588	26,943,956	41,980,664	155.24	116.88	96,995	383,285
2022	99,420,097	128,833,021	27,150,293	41,564,946	135.59	92.09	99,803	394,328
2021	98,734,394	311,845,801	26,987,631	75,307,922	131.69	136.57	94,680	365,817

(1)

The dollar amounts in column (b) represent the compensation reported for Mr. Cook for each corresponding year in the “Total” column of the “Summary Compensation Table – 2023, 2022, and 2021” on page 62 of this Proxy Statement.

(2)

The dollar amounts in columns (c) and (e) represent the amount of “Compensation Actually Paid” (otherwise known as CAP), as computed in accordance with SEC rules. Compensation Actually Paid does not represent cash and/or equity value realized or paid to Apple’s NEOs but rather is a value calculated under applicable SEC rules. The following table details how Compensation Actually Paid is determined:

	2023		2022		2021
	Mr. Cook ($)	Average for Other NEO ($)	Mr. Cook ($)	Average for Other NEO($)	Mr. Cook ($)	Average for Other NEO ($)
Summary Compensation Table (“SCT”) Total	63,209,845	26,943,956	99,420,097	27,150,293	98,734,394	26,987,631
Grant Date Fair Value of Stock Awards from SCT	(46,970,283)	(22,323,641)	(82,994,164)	(22,132,015)	(82,347,835)	(21,959,620)
Fair Value of Equity Awards Granted in the Year and Unvested as of Year End	53,968,355	26,781,593	96,725,167	25,793,656	103,300,873	27,547,147
Change in Fair Value from Prior Year End of Outstanding and Unvested Awards Granted in Prior Years	32,763,652	12,828,520	16,199,600	7,769,730	0	38,719,413
Change in Fair Value from Prior Year End of Vested^(a)Awards Granted in Prior Years	86,782	(2,249,765)	(517,680)	2,983,282	192,158,369	4,013,351
Fair Value at Vesting Date of Vested Awards Granted in Current Year	3,585,238	0	0	0	0	0
Compensation Actually Paid	106,643,588	41,980,664	128,833,021	41,564,946	311,845,801	75,307,922

(a)

For the purposes of CAP and this table, time-based RSUs are considered “vested” on the date of retirement eligibility. As a result, 100% of the time-based RSUs granted to Mr. Cook in 2021 and 2022 RSUs were considered “vested”. A pro rata portion of Mr. Cook’s 2023 time-based RSUs are considered “vested” consistent with the retirement provisions of that award. No other NEOs, other than Mr. Cook, have retirement provisions in their equity awards. The fair values of the RSUs included in the compensation actually paid to our CEO and the average compensation actually paid to our other NEOs are calculated at the required measurement dates, consistent with the approach used to value the awards at the grant date as described above in footnote 1 to the “Summary Compensation Table – 2023, 2022, and 2021” and footnote 1 to the “Grants of Plan-Based Awards – 2023” table, respectively. Any changes to the time-based RSU and performance-based RSU grant date fair values (for 2023 grants) and from prior year-end (for 2021 and 2022 grants) are based on an updated stock price valuation on the measurement dates and for the performance-based RSUs, including updated input variables for the Monte-Carlo model to estimate the probability of satisfying the performance objectives established for the respective award.

Compensation

2024 Proxy Statement

(3)

The dollar amounts in column (d) represent the average amounts of compensation reported for the other NEOs for each corresponding year in the “Total” column of the “Summary Compensation Table – 2023, 2022, and 2021” as set forth on page 62 of this proxy statement. For each of 2021, 2022 and 2023, the other NEOs were Luca Maestri, Kate Adams, Deirdre O’Brien, and Jeff Williams.


(4)	Apple’s TSR in column (f) was determined based on the value of an initial fixed investment of $100, as of September 26, 2020, including the reinvestment of any dividends.

(5)

The peer groups used to calculate Peer Group TSR in column (g) are our primary peer group as disclosed in the Compensation Discussion and Analysis section of this Proxy Statement, our 2023 Proxy Statement for 2022 and our 2022 Proxy Statement for 2021. TSR is based on the value of an initial fixed investment of $100 at the start of 2021 and is weighted for the market capitalization of each peer company in each applicable year.

(6)	In addition to Relative TSR and Operating Income, Net Sales in column (i) represents the most important financial performance measure used to link Compensation Actually Paid to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance rules).

Relationship Between Compensation Actually Paid and our Total Shareholder Return

Long-term equity incentives represent a vast majority of our NEOs’ total target compensation and our stock price performance or TSR is the key driver of Compensation Actually Paid. We also use Relative TSR as the key performance measure for our performance-based RSUs. Over the three-year period covered in this disclosure, Apple’s TSR on an absolute basis was high, 55.24%, and outperformed the TSR of our primary peer group by 16.88%. Apple’s Relative TSR measured against the members of the S&P 500 Index (the peer group for performance-based RSUs) was also strong, resulting in above-target payouts for the performance-based RSUs with applicable performance periods ending in 2021, 2022, and 2023. Further, the TSR relative to the currently outstanding performance-based RSUs (granted in 2022 and 2023) continues to trend towards above-target payouts due to strong TSR relative to the members of the S&P 500. This shows how Compensation Actually Paid to our NEOs and TSR are tightly linked.

The 2021 Compensation Actually Paid values for the CEO and NEOs are higher than the Summary Compensation Table totals in 2021, and higher than the Compensation Actually Paid values in 2022 and 2023 because Apple’s significant and outstanding stock price increase in the years immediately preceding 2021 resulted in our NEOs holding a larger value of unvested equity awards as of the start of 2021.

Relationship Between Compensation Actually Paid and Net Income

Net Income is generally a key indicator of company profitability and for Apple can contribute to changes in our stock price, which in turn drives Compensation Actually Paid. We do not use Net Income as a financial measure in our executive compensation program but Operating Income from which Net Income is derived. Operating Income and Net Sales are the two financial performance measures for our Cash Incentive Plan.

Relationship Between Compensation Actually Paid and Net Sales

Net Sales is one of the two financial measures, the People and Compensation Committee has set for our Cash Incentive Plan, and therefore along with Operating Income is the next most important financial metric in determining Compensation Actually Paid behind Relative TSR. Strong performance in Net Sales and Operating Income led to above target bonus payouts in 2021, 2022, and 2023 which in turn increased Compensation Actually Paid.

Tabular List of Apple’s most important metrics that link Compensation Actually Paid to the Mr. Cook and other NEOs

For 2023, the following list represented the most important financial performance measures used by Apple to link Compensation Actually Paid with our financial performance:

Net Sales
Operating Income
Relative TSR

Compensation

2024 Proxy Statement

CEO Pay Ratio—2023

We offer a wide range of benefits to our global employee population, and we are committed to paying our employees competitively and equitably based on their role.

For 2023, we used the same median employee that was identified in 2022 since there has been no change in our employee population or employee compensation that we reasonably believe would result in a significant change in the pay ratio disclosure.

We determined our median compensated employee in 2022 by using base salary, bonuses, commissions, and grant date fair value of equity awards granted to employees in 2022 as our consistently applied compensation measure. We applied this measure to our global employee population as of September 24, 2022, the last day of our 2022 fiscal year, and annualized base salaries for permanent full-time and part-time employees that did not work the full year.

We calculated the median compensated employee’s 2023 annual total compensation using the same methodology that is used to calculate our CEO’s annual total compensation in the table entitled “Summary Compensation Table–2023, 2022, and 2021.” The 2023 annual total compensation of our CEO was $63,209,845, the 2023 annual total compensation of our median compensated employee was $94,118, and the ratio of these amounts is 672 to 1. Thus, this pay ratio reflects a reasonable estimate consistent with SEC rules based on the methodology we described above. Because SEC rules for identifying a median compensated employee allow companies to apply certain exclusions, include estimates, and adopt different methodologies that reflect their employee population and compensation practices, the ratio above may not be comparable to the CEO pay ratio reported by other companies.

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

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

Attending the Annual Meeting

Notice of 2024 Annual Meeting of Shareholders

Items of Business and Board Voting Recommendation

Message from our Chief Executive Officer

To our shareholders,

Apple Values

Accessibility

Education

Environment

Inclusion & Diversity

Privacy

Racial Equity and Justice

Supplier Responsibility

Progress Across our Values

Proxy Statement Summary

2023 Business Highlights

Executive Compensation

Nominees to Apple’s Board of Directors

Nominee Skills and Demographic Matrix

Shareholder Engagement

Voting Matters and Vote Recommendations

Corporate Governance

Our Corporate Governance Framework

Role of the Board of Directors

Board Independence

Board and Committee Structure

Audit Committee

People and Compensation Committee

Nominating Committee

Board Oversight

Selected Areas of Oversight

Board Meetings and Attendance

Annual Board and Committee Self-Evaluations

Related Party Policy and Transactions

Business Conduct Policy

Communications with the Board

Directors

Board Composition and Refreshment

Board Composition

Director Selection and Evaluation

Nominees for Election

Nominee Skills and Demographic Matrix

Compensation of Directors

Cash Retainers

Equity-Based Awards

Equipment and Other Business-Related Programs

Deferred Compensation Plan

Stock Ownership Guidelines

Director Compensation—2023

Executive Officers

Executive Compensation

Message from the People and Compensation Committee

Compensation Discussion and Analysis

Summary of 2023 Named Executive Officer Compensation

Say on Pay Advisory Vote Results

Executive Compensation Policies and Practices

Guiding Compensation Principles

Executive Compensation Decision-Making Process

People and Compensation Committee Priorities when Setting Executive Compensation

The Role of the Compensation Consultant

The Role of Shareholders

Role of Peer Groups

The Role of the Chief Executive Officer

Components of Named Executive Officer Compensation

Summary of CEO Compensation

Alignment with Shareholder Value Creation

2024 CEO Total Target Compensation

Summary of Other Named Executive Officer Compensation

Cash Incentive Plan - 2023 Financial Performance Measures and Payout Opportunities

2023 Financial Performance Goals and Results

Annual Assessment of Apple Values and Key Community Initiatives

Scorecard Focus and Select Highlights:

2023 Cash Incentive Plan Payouts

2023 Long-Term Equity Awards and Results

2023 Time-Based RSUs

2023 Performance-Based RSUs

Dividend Equivalents

Performance-Based RSU 2023 Results

Other Compensation and Benefits

Deferred Compensation Plan

Message from our
Chief Executive Officer

Proxy
Statement
Summary

Corporate
Governance

Executive
Officers

Executive
Compensation

Message from the
People and Compensation Committee

Management
Proposals