Micron's DEF 14A: Executive Pay & Equity Awards Detailed

Ticker: MU · Form: DEF 14A · Filed: 2024-11-26T00:00:00.000Z

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

Micron's 2024 DEF 14A is out, detailing exec pay and equity awards for PEOs from 2020-2024.

AI Summary

Micron Technology Inc. filed its DEF 14A on November 26, 2024, for the fiscal year ending August 28, 2025. The filing details executive compensation and other corporate governance matters. Key figures related to equity awards granted to its "Persons Executing Policy" (PEO) members are presented for fiscal years 2020 through 2024.

Why It Matters

This filing provides shareholders with crucial information regarding how executive compensation is structured and awarded, impacting corporate governance and investor confidence.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing executive compensation and corporate governance, not indicating new or unusual risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, including the election of directors and executive compensation.

What is the 'Conformed Period of Report' for this filing?

The conformed period of report for this DEF 14A filing is January 16, 2025.

What is the Standard Industrial Classification (SIC) code for Micron Technology Inc.?

The SIC code for Micron Technology Inc. is 3674, which corresponds to Semiconductors & Related Devices.

What does 'PEO Member' likely refer to in the context of this filing?

In the context of executive compensation filings, 'PEO Member' typically refers to 'Persons Executing Policy' or 'Principal Executive Officer' and other key executive members whose compensation is being disclosed.

What specific types of compensation data are detailed for PEO members?

The filing references data related to 'EqtyAwrdsInSummryCompstnTblForAplblYrMember' (Equity Awards in Summary Compensation Table for Applicable Year Member) and 'YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember' (Year-End Fair Value of Equity Awards Granted in Covered Year Outstanding and Unvested Member).

Filing Stats: 4,389 words · 18 min read · ~15 pages · Grade level 14.6 · Accepted 2024-11-26 16:36:16

Filing Documents

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS 3 Proposal 3 To approve the 2025 Equity Incentive Plan The Board recommends that you vote "FOR" Proposal 3. Equity compensation is a critical component of our compensation program, please refer to page 83 for more details on the Board's recommendation. Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm The Board recommends that you vote "FOR" Proposal 4. The Board recommends ratifying the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accounting firm. Please see page 95 for additional information. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on January 16, 2025 : The Proxy Statement and Annual Report on Form 10-K for Fiscal 2024 are available at www.proxyvote.com. We began distributing a Notice of Internet Availability of proxy materials, the Proxy Statement, the Annual Report on Form 10-K for Fiscal 2024, and proxy card, as applicable, to shareholders on November 26, 2024. 4 | 2024 Proxy Statement TABLE OF CONTENTS Proxy Section Page Frequently Requested Information Page Notice of Annual Meeting 1 A rtificial Intelligence 20 Proxy Roadmap 2 Auditor Fees 95 Corporate Governance 6 Beneficial Ownership Table 98 P roposal 1 - Election of Directors 6 Board Diversity Matrix 15 Board of Directors 7 Board Leadership Structure 23 Nominees for Election 7 Board Refreshment & Continuing Education 16 D irector Skills and Experience 12 CEO Pay Ratio 73 B oard Diversity 15 Code of Business Conduct and Ethics 28 D irector Nominations and Boa rd Refreshment 16 Components of our Executive Compensation Program 46 Board ' s Roles and Responsibi lities 18 Compensation Consultant 43 S hareholder Outreach 28 Cybersecurity Oversight 19 Certain Relationships and Related P erson Transactions 31 Director Independence 22 D irector Comp ens

Executive Compensation Highlights

Executive Compensation Highlights 38 Grants of Plan-Based Awards 67

Executive Compensation Practices

Executive Compensation Practices 37 Outstanding Equity Awards 69 Financial and Business Highlights 37 Option Exercises and Stock Vested 72 Fiscal 2024 Director Compensation 33 Nonqualified Deferred Compensation 73 Human Capital and Culture 20 Chief Executive Officer Pay Ratio 73 Named Executive Officers 36 Potential Payments Upon Termination or Change in Control 74 Nominees for Director & Director Biographies 7 Equity Compensation Plan Information 77 Executive Officer Stock Ownership Guidelines 59 Pay Versus Performance 78 Pay-for-Performance 41 Proposal 3 - Approval of the 2025 Equity Incentive Plan 83 Peer Group 44 Proposal 4 - Ratification of Appointment of PricewaterhouseCoopers LLP 95 Potential Payments Upon Termination or a Change in Control 74 Principal Shareholders 98 Report of the Audit Committee 96 Information Concerning Solicitation and Voting 99 Severance and Change in Control Arrangements 60 Incorporation by Reference of Certain Financial Information 103 Summary of the 2025 Equity Incentive Plan 86 Householding of Proxy Statements and Annual Reports 103 Sustainability 21 Cautionary Note on Forward-Looking Statements 104 Deadline for Receipt of Shareholder Proposals 104 Appendix A - 2025 Equity Incentive Plan 105 Appendix B - NASDAQ Diversity Matrix 129 5 Table of Contents CORPORATE GOVERNANCE PROPOSAL 1 - ELECTION OF DIRECTORS All directors elected annually by a simple majority of votes cast Independent Board Chair or Lead Independent Director Seven of eight director nominees are independent Our Board has nominated eight (8) individuals for election as directors at the Annual Meeting. Each of the nominees is currently a member of our Board and each nominee was elected to our Board at the Annual Meeting of Shareholders for the fiscal year ended August 31, 2023 ("Fiscal 2023"), except for Mr. Swan, who was appointed to the Board in March 2024 and was recommended to

View on Read The Filing