Microsoft Proxy Puts Nadella's Pay At $90.6 Million And Nominates Stripe's John Collison To Board
The annual proxy filing shows two directors leaving in December, three management proposals and no shareholder proposal on the ballot.
Microsoft's annual proxy filing, made Wednesday, puts CEO Satya Nadella's total compensation at $90,628,977, which The Information reported was a 6% cut. The filing also nominates Stripe co-founder John Collison to the board as Reid Hoffman and Hugh Johnston step down.
The pay and the ratio
The filing puts the CEO pay ratio at 421:1, with median employee pay of $215,057.
The proxy says 100% of Nadella's stock plan award is performance-based. The independent board members approved his base salary, target cash incentive and target performance stock award, with no time-based stock awards for fiscal 2026.
The company says equity makes up 83% of Nadella's annual target compensation opportunity. It requires its CEO to own stock worth 15 times base salary.
Last year's advisory pay vote drew support from over 91% of votes cast, according to the filing. The compensation committee said it made no substantial changes to the program this year.
A new nominee and two departures
Collison, 36, is co-founder, president and a director of Stripe Global Holdings. He is a new nominee, and his committee assignments will be made after election. The board lists him as independent.
Hoffman, who served nine years and sat on the Environmental, Social, and Public Policy Committee, will leave in December. So will Johnston, who also served nine years and chaired the Audit and Finance Committee. The board said both decided not to seek re-election.
Of the 12 nominees, 11 are independent, and Sandra Peterson is Lead Independent Director. Carmine Di Sibio, appointed in May, stands for election by shareholders for the first time.
What is on the ballot
Shareholders vote on three management proposals: electing the 12 directors, an advisory vote on executive pay, and ratifying Deloitte & Touche as auditor for fiscal 2027. The ballot carries no shareholder proposal.
The board points to fiscal 2026 revenue of $331.8 billion, up 18%, and net income of $133.7 billion, up 31%. Operating income was $155.2 billion and diluted earnings per share $17.95.
Shareholders vote on the slate, Collison included, and on executive pay at the annual meeting on December 8.
Sources
- Microsoft — DEF 14A (2026-10-21) — SEC EDGAR
- Microsoft Nominates Stripe Co-founder to Board, Lowers Nadella Pay 6% — The Information — The Information
- Microsoft Stock Is Up 10% This Year. Is It Still a Buy Ahead of Earnings? | Morningstar — morningstar.com
- Market Re-Rating Aligns Microsoft Corporation’s (MSFT) Valuation with Core AI Fundamentals — Yahoo Finance
- Microsoft (MSFT) Stock Gets Fair Value Bump As AI Revenue Views Lift — Yahoo Finance
- Why Microsoft and others are on the sidelines of WA ‘millionaires tax’ fight | The Seattle Times — seattletimes.com
