Board Justification

Our executive compensation program is designed to strongly align Microsoft’s long-term strategic goals with shareholder interests while offering a competitive total rewards package to attract, motivate, and retain the key executives who drive our business.

Board Justification

70% determined formulaically based on achievement against pre-established financial targets for Incentive Plan Revenue and Incentive Plan Operating Income. 30% determined based on operational performance in three weighted performance categories: Security (10%), Product, Customers & Stakeholders (10%), and Culture (10%).

Board Justification

Includes 401(k) plan matching contributions, personal security-related costs and expenses associated with personal travel, and matching charitable contributions under our corporate giving program.

Board Justification

Reflects fiscal year 2023 PSA, with 3-year performance period ending June 30, 2025, which vested on August 31, 2025. Award shares are presented as the actual amount earned and vested on August 31, 2025. Award values reflect the closing market price of Microsoft common stock on June 30, 2025.