Apple sets $55M equity package for next CEO
Rhea-AI Filing Summary
Apple Inc. (AAPL) amended its previously announced CEO transition plan to detail new compensation arrangements for incoming CEO John Ternus and Executive Chair Tim Cook, effective September 1, 2026 (the Transition Date).
John Ternus will receive an annual salary of $3 million. He was granted a prorated RSU award for fiscal 2026 with a target value of $2.5 million, and an annual equity award with a target value of $55 million to be granted in fiscal 2027. Of that 2027 award, 75% will be performance-based RSUs tied to Apple’s total shareholder return versus S&P 500 companies, and 25% will be time-based RSUs vesting semiannually over four years.
Tim Cook, as Executive Chair, will receive an annual salary of $2 million starting September 26, 2026, and an equity award with a target value of $45 million to be granted in fiscal 2027, split 50% performance-based and 50% time-based RSUs. If Cook retires on or after the first anniversary of the grant date, his equity award will vest (performance-based RSUs remaining subject to performance) but settle on the original vesting schedule.
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8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
John Ternus annual salary: $3 million per year
John Ternus prorated 2026 RSU target value: $2.5 million
John Ternus 2027 equity award target value: $55 million
+5 more
8 metrics
John Ternus annual salary
$3 million per year
Effective as of the Transition Date, September 1, 2026
John Ternus prorated 2026 RSU target value
$2.5 million
Prorated RSU award for fiscal 2026 service as CEO
John Ternus 2027 equity award target value
$55 million
Annual equity award to be granted in fiscal 2027
Ternus award performance-based portion
75%
Portion of 2027 equity award in performance-based RSUs
Tim Cook annual salary
$2 million per year
Effective on September 26, 2026 as Executive Chair
Tim Cook 2027 equity award target value
$45 million
Equity award to be granted in fiscal 2027
Cook award performance-based portion
50%
Portion of 2027 equity award in performance-based RSUs
Time-based RSU vesting installments
12.5% semiannually over four years
Applies to time-based RSUs for both Ternus and Cook
Key Terms
restricted stock unit, performance-based RSUs, time-based RSUs, total shareholder return
4 terms
restricted stock unit financial
"The prorated RSU award has a target value of $2.5 million."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based RSUs financial
"75% of the equity award will be granted in performance-based RSUs"
Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.
time-based RSUs financial
"25% will be granted in the form of time-based RSUs that vest semiannually"
FAQ
What new CEO compensation did Apple (AAPL) approve for John Ternus?
Apple set John Ternus’ annual salary at $3 million starting September 1, 2026, approved a prorated fiscal 2026 RSU award with a $2.5 million target value, and an additional fiscal 2027 equity award with a $55 million target value in performance-based and time-based RSUs.
How is John Ternus’ 2027 equity award at Apple (AAPL) structured?
John Ternus’ fiscal 2027 equity award has a $55 million target value, with 75% in performance-based RSUs tied to Apple’s total shareholder return versus S&P 500 companies and 25% in time-based RSUs vesting semiannually in 12.5% installments over four years.
What compensation will Tim Cook receive as Executive Chair of Apple (AAPL)?
Tim Cook’s annual salary as Executive Chair will be $2 million effective September 26, 2026. He will also receive a fiscal 2027 equity award with a $45 million target value, split 50% performance-based RSUs and 50% time-based RSUs vesting semiannually over four years.
How do Tim Cook’s Apple (AAPL) RSUs vest if he retires?
If Tim Cook’s service ends due to retirement on or after the first anniversary of the grant date, his fiscal 2027 equity award will vest, with performance-based RSUs still subject to performance, and all RSUs will continue to settle on the originally scheduled vesting dates.
What performance metric applies to Apple (AAPL) performance-based RSUs for Ternus and Cook?
For both John Ternus and Tim Cook, Apple’s performance-based RSUs vest based on Apple’s total shareholder return relative to other companies in the S&P 500, aligning their equity outcomes with Apple’s stock performance versus that index.
When do the time-based RSUs for Apple (AAPL) executives vest?
Time-based RSUs for both John Ternus and Tim Cook vest semiannually in equal 12.5% installments over four years, matching the vesting structure Apple plans for time-based RSU awards to its executive officers in fiscal 2027.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
April 17, 2026
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(408 ) 996-1010
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Apple Inc. (“Apple”) previously announced its Chief Executive Officer transition plan in its Current Report on Form 8-K filed on April 20, 2026 (the “Original
Form 8-K”). This Amendment to the Original Form 8-K (the “Form 8-K/A”) is being filed to disclose John Ternus’ new compensation arrangement in connection with his appointment to the role
of CEO, and Tim Cook’s new compensation arrangement in connection with his appointment to the role of Executive Chair of Apple’s Board of Directors (the “Board”), in each case effective as of September 1, 2026 (the “Transition Date”). Other than
as set forth in this Form 8-K/A, all information in the Original Form 8-K remains unchanged.
Mr. Ternus’ annual salary was increased to $3 million on the Transition Date. The People and Compensation Committee of the Board also granted a prorated
restricted stock unit (“RSU”) award for Mr. Ternus’ period of service as CEO in fiscal 2026 on the Transition Date. The prorated RSU award has a target value of $2.5 million. The People and Compensation Committee also approved an annual equity
award for Mr. Ternus with a target value of $55 million to be granted in fiscal 2027. 75% of the equity award will be granted in performance-based RSUs that vest based on Apple’s total shareholder return relative to other companies in the S&P
500, and 25% will be granted in the form of time-based RSUs that vest semiannually in equal installments of 12.5% over four years, consistent with the vesting structure for time-based RSU
awards to be granted in fiscal 2027 to Apple’s executive officers.
Mr. Cook’s annual salary will be $2 million, effective on September 26, 2026. The People and Compensation Committee also approved an equity award for Mr. Cook
with a target value of $45 million to be granted in fiscal 2027. 50% of the equity award will be granted in performance-based RSUs that vest based on Apple’s total shareholder return relative to other companies in the S&P 500, and 50% will be granted in the form of time-based RSUs that vest semiannually in equal installments of 12.5% over four years. In the event of Mr. Cook’s termination due to retirement on or
after the first anniversary of the grant date, Mr. Cook’s equity award will vest, subject to performance for the performance-based RSUs, but will continue to settle on the originally scheduled vesting dates.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date: September 1, 2026
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Apple Inc.
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By:
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/s/ Jennifer Newstead
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| Jennifer Newstead | ||
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Senior Vice President,
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General Counsel and Government Affairs
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