Microsoft DEF 14A: Executive Equity Awards Detailed

Ticker: MSFT · Form: DEF 14A · Filed: Oct 24, 2024 · CIK: 789019

Microsoft Corp DEF 14A Filing Summary
FieldDetail
CompanyMicrosoft Corp (MSFT)
Form TypeDEF 14A
Filed DateOct 24, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$34 billion, $245 billion, $109 billion, $88 billion, $11.80
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, equity-awards

Related Tickers: MSFT

TL;DR

MSFT proxy filing out - details exec equity awards for FY24. Check compensation details.

AI Summary

Microsoft Corp. filed a DEF 14A on October 24, 2024, for the fiscal year ending June 30, 2024. The filing details executive compensation, including the fair value of equity awards granted and vested for both PEO and Non-PEO/NEO members. Specific figures for these awards are not provided in this excerpt, but the reporting period covers July 1, 2023, to June 30, 2024.

Why It Matters

This filing provides transparency into how Microsoft compensates its top executives through equity awards, which can significantly influence company performance and shareholder value.

Risk Assessment

Risk Level: low — This is a routine proxy filing detailing executive compensation and is not indicative of immediate financial risk.

Key Players & Entities

  • MICROSOFT CORP (company) — Filer
  • 0000789019 (company) — Central Index Key
  • 20241024 (date) — Filing Date
  • 2024-06-30 (date) — Fiscal Year End

FAQ

What is the reporting period for the executive compensation details in this DEF 14A filing?

The reporting period for the executive compensation details, including equity awards, is from July 1, 2023, to June 30, 2024.

What type of compensation is primarily detailed in this filing excerpt?

This filing excerpt primarily details executive compensation related to equity awards, including their fair value and changes in value.

Who are the two main categories of individuals for whom equity award information is presented?

The two main categories are PEO (Principal Executive Officer) members and Non-PEO/NEO (Non-Principal Executive Officer/Named Executive Officer) members.

What is Microsoft's Standard Industrial Classification (SIC) code?

Microsoft's Standard Industrial Classification (SIC) code is 7372, which corresponds to SERVICES-PREPACKAGED SOFTWARE.

When was this DEF 14A filing submitted to the SEC?

This DEF 14A filing was submitted to the SEC on October 24, 2024.

Filing Stats: 4,354 words · 17 min read · ~15 pages · Grade level 16 · Accepted 2024-10-24 16:31:13

Key Financial Figures

  • $34 billion — hareholders, including a return of over $34 billion in the form of share repurchases and di
  • $245 billion — formance Highlights Revenue ( 16%) $245 billion Operating Income ( 24%) $109 billi
  • $109 billion — 45 billion Operating Income ( 24%) $109 billion Net Income ( 22%) $88 billion Di
  • $88 billion — %) $109 billion Net Income ( 22%) $88 billion Diluted Earnings per Share ( 22%)
  • $11.80 — Diluted Earnings per Share ( 22%) $11.80 Selected highlights from fiscal year
  • $137.4 billion — icrosoft Cloud revenue increased 23% to $137.4 billion Office Commercial products and cloud

Filing Documents

Business

Business Elect the 12 director nominees named in this Proxy Statement Approve, on a nonbinding advisory basis, the compensation paid to our named executive officers ("say-on-pay vote") Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2025 Vote on six shareholder proposals, if properly presented at the Annual Meeting Transact other business that may properly come before the Annual Meeting Address of Corporate Headquarters One Microsoft Way, Redmond, WA 98052 Meeting Details See Part 5 – Information About the Meeting for details Important notice regarding the availability of proxy materials for the Annual Meeting to be held on December 10, 2024. Our 2024 Proxy Statement and Annual Report to Shareholders are available at microsoft.com/investor . By Order of the Board of Directors Keith R. Dolliver Secretary Redmond, Washington October 24, 2024 2024 PROXY STATEMENT i Table of Contents Proxy Statement Table of Contents Proxy summary 1 1 Governance and our Board of Directors Earning Trust 7 Concrete Commitments and Transparent Reporting on Progress 7 Engagement for Global Impact 8 Board of Directors Oversight Roles 9 Our Governance Structure 12 Director Selection and Qualifications 19 Board Composition and Diversity 20 Our Director Nominees 21 Director Compensation 29 2 Named Executive Officer Compensation A Letter from the Compensation Committee 32 Compensation Discussion and Analysis 34 Section 1 – Performance Update 34 Section 2 – Executive Compensation Program 39 Section 3 – Pay Setting Governance and Process 40 Section 4 – Fiscal Year 2024 Compensation Program Design 43 Section 5 – Fiscal Year 2024 Compensation Decisions and Results 47 Section 6 – Fiscal Year 2025 Executive Compensation Program Changes 52 Section 7 – Other Compensation Policies and Information 53 Compensation Committee Report 56 Fiscal Year 2

Executive Compensation Advisory Vote

Executive Compensation Advisory Vote Our Board recommends that shareholders vote to approve, on an advisory basis, the compensation paid to the Company's named executive officers ("Named Executives") as described in this Proxy Statement ("say-on-pay vote"), for the reasons below. Pay for Performance We have executed on our pay for performance philosophy. Over 95% of the annual target compensation opportunity for our CEO is performance-based and over 50% for our other Named Executives Cash incentive awards are structured 50% (70% for CEO) based on pre-established goals (balance of growth and profitability goals) and 50% (30% for CEO) based on operational performance as assessed across three performance categories, diversifying the risk associated with any single aspect of performance The metrics for our performance stock awards are reviewed annually to ensure they reflect key business developments that drive long-term growth Our performance stock awards ("PSAs") include a relative total shareholder return ("TSR") modifier to reward significant positive outperformance relative to the S&P 500 and reduce rewards for underperformance to align executives' and shareholders' long-term interests At least 70% of target compensation for our Named Executives was equity-based, with average across all Named Executives over 80%, providing incentives to drive long-term business success and direct alignment with returns to shareholders Sound Program Design We design our executive compensation program to attract, motivate, and retain the key executives who drive our success and industry leadership, while considering Company and individual performance and alignment with the long-term interests of our shareholders. We achieve our objectives through compensation that: Provides a competitive total pay opportunity Delivers a majority of pay based on performance Consists primarily of stock-based compensation Enhances long-term focus through multi-year performance require

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