Apple Inc. AAPL

41% shingled-prose overlap between the two filings.

2025: 49,756 chars · 2026: 48,383 chars

• Committee Report:6% overlap (497 → 5,885 chars)
• Pay Ratio (Item 402(u)):38% overlap (1,573 → 2,022 chars)
• Say-on-Pay proposal:71% overlap (2,984 → 3,214 chars)

• changedThis Compensation Discussion and Analysis (“CD&A”) explains the guiding principles, policies, and practices upon which our executive compensation program is based and the 2025 2024compensation paid to our named executive officers.
• newSummary of Named Executive Officer Compensation 2025 was an extraordinary year with an all-time revenue record of $416.2 billion with growth in iPhone, Mac, iPad, and Services, and all-time records in the vast majority of markets we track.
• newGuided by our exceptional leadership team, we strive to give the best to our users, and we’re continuing to invest in innovation and user experiences that will transform our future.
• changedMotivating and retaining an exceptional leadership team is a key factor in enabling Apple’s long-term success.
• newOur 2025 named executive officers include Kevan Parekh and Sabih Khan for the first time.
• newMr. Parekh and Mr. Khan transitioned into the roles of Chief Financial Officer and Chief Operating Officer, respectively, during 2025 as part of planned transitions for these roles.
• newMr. Parekh previously served as Apple’s Vice President, Financial Planning and Analysis and joined the executive team in January 2025.
• newMr. Khan previously served as Apple’s Senior Vice President of Operations, and joined the executive team in 2019.
• changedOur 2025 2024Named Executive Officers Tim Cook Chief Executive Officer Kevan Parekh LucaMaestriFormerSenior Vice President, Chief Financial Officer Kate Adams Senior Vice President, General Counsel and Secretary Sabih Khan Senior Vice President, Chief Operating Officer Luca Maestri Former Senior Vice President, Chief Financial Officer Deirdre O’Brien Senior Vice President, Retail President,Retail+ People JeffWilliamsChiefOperatingOfficer
• changedThe compensation paid to our named executive officers in 2025 2024reflects andrewardstheir contributions to Apple’s success and continues to demonstrate alignment with Apple’s strong financial results and the interests of our shareholders.
• changedThe performance-based RSU equityawards that vested in 2025 reflect 2024reflectedApple’s strong stock price performance for the fiscalyearperiod from the start of 2022 2021through the end of 2024. 2023.
• changedApple’s total shareholder return relative to other companies in the S&P 500 (“Relative TSR”) was at the 81.20th 70.77thpercentile for this performance period.
• changedAs a result, in 2025, 2024,eachofour named executive officers with performance-based RSUs granted in 2022 vested in 187% 153%of the target performance-based RSUs. RSUsgrantedin2021.
• changedFor2024,We also reported net sales of $416.2 $391billion and operating income results of $133.1 billion for 2025, $123.2billion,resulting in a maximum payout opportunityfor each of our named executive officers under the Apple Inc. Executive Cash Incentive Plan (the “Cash Incentive Plan”).
• changedAt the 2025 2024Annual Meeting, 92% of votes cast on the Say on Pay advisory proposal were in favor of our executive compensation program, demonstrating significant shareholder support for the overall structure of our executive compensation program and the compensation paid to our named executive officers for 2024. officers.
• changedInlightofthisstrongshareholdersupport,The People and Compensation Committee considered this strong shareholder support and did not make any changes to the overall structure of our executive compensation program during2024and maintained Mr. Cook’s total target compensation between the 80th to 90th percentile range of target CEO pay at our 2025 2024primary peer companies given our relative size, scope, and success. performance.
• new38 2026 Proxy Statement
• changedProhibition on hedging, pledging, hedging,pledging,and short sales We prohibit short sales, transactions in derivatives, hedging, and pledging of Apple securities by our named executive officers.
• changedCompensation recoupment policies recoupmentpoliciesWe have a policy for the recovery of any erroneously awarded performance-based incentive compensation, as required under Section 10D-1 of the Exchange Act and Nasdaq listing standards.
• newLimited perquisites We provide limited perquisites to our named executive officers.
• changedFor example, for security and efficiency purposes, Mr. Cook is provided personal security protection and is required by the Board to use private aircraft for all business and personal travel. travelandisprovidedpersonalsecurityservices.
• changedNo tax gross-ups on perquisites onperquisitesWe do not provide tax gross-ups for the limited perquisites provided to our named executive officers.
• changedNo change of control payments controlpaymentsWe do not provide change of control payments or gross-ups of related excise taxes.
• changedVesting requirements for dividend fordividendequivalents Dividend equivalents will not be paid unless and until the vesting and performance conditions for the underlying equity award are met.
• changedAt-will employment Weemployournamedexecutiveofficersatwill;Our named executive officers do not have employment contracts and are employed at will. contracts.
• changedNo pension or other supplemental othersupplementalbenefits We do not provide pension, supplemental executive health, healthor insurance benefits.
• changedAnnual compensation risk assessment riskassessmentThe People and Compensation Committee oversees an annual risk assessment of our compensation program.
• changedIndependent compensation consultant compensationconsultantThe 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.
• new2026 Proxy Statement 39
• changedOur executive compensation program is designed to motivate and reward outstanding financial performance, retain talented, strong,values-driven leaders, and promote teamwork in a straightforward and effective way.
• changedThe vast majority of our executive pay is tied to Apple’s financial performance to ensure alignment with the long-term interests of shareholders.
• changedEach year, we establish clear, quantitative financial goals andvalues-drivenperformanceexpectationsfor our named executive officers that are intended to drive Apple’s overall success.
• changedPerformance-based RSUs reward long-term TSR out-performance relative to other companies.
• changedPeople and Compensation Committee Considerations PrioritiesWhen Setting Executive Compensation
• changed● Managing •ManagingApple for the long term ● Aligning •Aligningpay with performance ● Retaining •Retainingexceptional, values-driven leaders ● Considering shareholder •Respondingtoshareholders’interests and feedback ● Maintaining •MaintainingApple’s unique team-based approach
• changedIt also administers Apple’s employee stock equitycompensationplans.
• changedThe 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 applicablelaw,orSEC or Nasdaq rules, or other applicable laws. rules.
• changedThe People and Compensation Committee’s authority to grant discretionary equity awards under our employee discretionarystock plans programsor 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.
• new40 2026 Proxy Statement
• changedDuring 2025, 2024,the People and Compensation Committee’s independent compensation consultant, Pay Governance, provided no services to Apple other than services for the People and Compensation Committee and worked with Apple’s management, as directed by the People and Compensation Committee, only on matters for which the People and Compensation Committee is responsible.
• changedIn 2025, 2024,the People and Compensation Committee generally sought input from Pay Governance on Apple’s compensation programs, including: external market factors; theadoptionoftheRule10D-1recoverypolicyfortherecoupmentoferroneouslyawardedperformance-basedincentivecompensation;shareholder engagement; environmental,social,andgovernanceperformancemetrics;overall compensation program design; evolving compensation trends; appropriate market reference points; and market compensation data.
• changedPay Governance also consulted with the People and Compensation Committee regarding the amount and form of compensation for our CEO and other named executive officers.
• changedApple remains significantly larger than most other companies with $416.2 $391billion in revenue for 2025 2024and market capitalization of $3.8 $3.463trillion, as of the last trading day of 2025. 2024.
• changedThis was approximately seven 4times the market capitalization revenueand five 9times the revenue marketcapitalizationof the median peer companies in our 2025 2024peer group, which were $512.7 $93billion for market capitalization revenueand $77.2 $380billion for revenue, marketcapitalization,respectively.
• newMarket Capitalization Revenue
• changedas of September 26, 2025, 27,2024,the last trading day of 2025. 2024.
• changedRevenue is based on the trailing 12 months’ monthsrevenue for Apple and each of our primary peers ending closest to our 2025 2024fiscal year-end.
• changedOur 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 executive talent.
• newCommensurate with Apple’s size and scope, the People and Compensation Committee reviews Mr. Cook’s total target compensation against the annualized total target CEO pay of our primary peer group, focusing on the 80th to 90th percentiles of peer CEO pay when setting Mr. Cook’s pay.
• changedOther than for Mr. Cook, the People and Compensation Committee does not otherwiseset compensation components for our itsnamed executive officers to meet specific benchmarks as compared to our peer companies.
• new2026 Proxy Statement 41
• changedThe threshold revenue and market capitalization requirements for a company to be considered for the primary peer group for 2025 2024were $20 billion and $100 billion, respectively. respectively,atthetimethe2024peergroupwassetinMay2023.
• changedThe chart below lists the companies in our 2025 currentprimary peer group.
• changed2025 CurrentPrimary Peer Group Alphabet Cisco Mastercard NVIDIA Verizon Amazon Comcast Meta Oracle Visa AT&T Disney Microsoft Qualcomm Warner Bros. Discovery Broadcom Intel Netflix Salesforce
• newFor many years, a secondary peer group of companies was developed as an additional reference set to assess pay practices but not to benchmark pay levels or structure.
• newThis secondary peer group was composed 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.
• changedFor 2025, this Ourcurrentsecondarypeergroup included includesAbbVie, Coca-Cola, Johnson & Johnson, Nike, Pfizer, Procter & Gamble, Starbucks, Starbucksand UnitedHealth Group.
• newWhile other points of reference may be considered from time to time, in 2025 the People and Compensation Committee determined to eliminate consideration of a formal secondary peer group for 2026.
• newThe People and Compensation Committee also determined a primary peer group solely focused on the technology and media sectors would provide a more tailored source of competitive pay data and removed AT&T, Mastercard, Verizon, and Visa from the 2026 primary peer group.
• changedThe People and Compensation Committee reviewed Mr. Cook’s performance and the performance,ananalysisofannualized total target compensation of CEOs in our primary peer group, and consulted with its independent compensation consultant, consultantprior to setting Mr. Cook’s 2025 2024total target compensation, which remains within the 80th to 90th percentile range relative to the annualized target CEO pay of our 2024primary peer group companies. group.
• changedMr. Cook’s consistently exceptional performance, aswellasApple’s significantsize and scope, and shareholder feedback support the positioning of Mr. Cook’s total target compensation within this targeted range.
• changedTo determine Mr. Cook’s total target compensation relative to other CEOs in our Apple’s2024primary peer group, the People and Compensation Committee considered the annualized total target compensation opportunity opportunities(which includes base salary, target cash incentive opportunities, and target value of equity awards) for CEOs at each of the primary peer companies using publicly available filings.
• newAny primary peer companies with CEOs that did not receive direct incentive compensation were excluded from the analysis.
• changed42 2026 2025Proxy Statement 42
• changedApple has a long history of proactively engaging with shareholders throughout the year to understand their perspectives on significant issues, including Company performance, strategy, performanceand strategy,executive compensation. compensation,humancapitalmanagement,andenvironmental,social,andcorporategovernancematters.
• changedAt the 2025 2024Annual Meeting, 92% of votes cast on the Say on Pay advisory proposal supported our namedexecutive compensation program.
• changedThe People and Compensation Committee regularly gathersandconsiders shareholder feedback and the results of Say on Pay votes when setting compensation for our named executive officers.
• changedWhen setting the annual base salaries of our named executive officers, the People and Compensation Committee considers market data provided by its independent compensation consultant consultant,and Apple’s financial performance and size relative to peer companies.
• changedVariable payouts are designed to motivate our named executive officers to deliver strong annual financial results. resultswhileadvancingApplevaluesandkeycommunityinitiatives.
• changedAdditional details regarding the Cash Incentive Plan for 2025 2024can be found below in the section entitled “Cash Incentive Plan – 2025 2024Financial Performance Measures and Payout Opportunities.”
• changedConsistent with this approach and our guiding compensation principles, the vast majority of our named executive officers’ total target annualcompensation 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.
• changedAdditional details regarding these awards andtheperformance-basedRSUsthatvestedin2024can be found below in the section entitled “2025 “2024Long-Term Equity Awards and Results.”
• changedVesting schedules for the time-based awards granted to our named executive officers are generally longer than nearly all of those at our peer companies and companies,asdescribedin the broader industry. sectionentitled“2024Long-TermEquityAwardsandResults.”
• changedThe number of performance-based RSUs that vest depends entirely on Apple’s Relative TSR totheothercompaniesintheS&P500for the performance period.
• changedThe People and Compensation Committee chose Relative TSR TSR,as it continues to be an objective and meaningful metric to evaluate our performance against the performance of other large companies and to align the interests of our named executive officers with the interests of our shareholders in creating long-term value.
• changed2026 2025Proxy Statement 43
• changedIn determining the appropriate amount of each compensation component for 2025, 2024,the People and Compensation Committee considered numerous factors with the Board and its independent compensation consultant, including Mr. Cook’s consistently 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 2024 financial results, resultsdeliveredduring2023,and shareholder feedback. feedbacksupportiveofatotaltargetcompensationrangebetweenthe80thand90thpercentilesoftheannualizedtotaltargetCEOpayatthecompaniesinourprimarypeergroup.
• changedBalancing the size, scope, scopeand success performanceof Apple relative to our primary peer group, Mr. Cook’s own pay positioning relative to the CEOs in our primary peer group, and a desire to continue creating tocreatemeaningful performance and retention incentives, the People and Compensation Committee set Mr. Cook’s total target compensation for 2025 within the desired pay positioning range and at the same level as his 2024 total target compensation as shown setforthbelow.
• changed2025 2024Total Target CEO Compensation: $59 million Base Salary: $3 million Mr. Cook’s base salary has remained the same since 2016 Target Cash Incentive Plan Opportunity: $6 million Mr. Cook’s target Cash Incentive Plan opportunity for 2025 2024remained at 200% of his base salary Target Equity Award Value: $50 million Award Mix: 25/75 75/25Mr. Cook was granted an equity award with 25% 75%oftheequityawardsubject to time-based performance-basedvesting and 75% 25%oftheequityawardsubject to performance-based time-basedvesting
• changedNo changes were made to the amount of Mr. Cook’s base salary or annual cash incentive payout opportunity for 2025. 2024.

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