DEF 14A of Micron Technology Inc
Filed Nov 25, 2025 · FY20250000723125-25-000038
EXECUTIVE COMPENSATION HIGHLIGHTS
EXECUTIVE COMPENSATION HIGHLIGHTS *Percentages may not total 100% due to rounding. *PRSUs = Performance-Based Restricted Stock Units; RSAs = Restricted Stock Awards
EXECUTIVE COMPENSATION HIGHLIGHTS
| Proxy Section | Page | Frequently Requested Information | Page | | Notice of Annual Meeting | 1 | Artificial Intelligence | 26 | | Proxy Roadmap | 2 | Auditor Fees | 87 | | Corporate Governance | 6 | Beneficial Ownership Table | 94 | | Proposal 1 - Election of Directors | 6 | Board Leadership Structure | 19 | | Board of Directors | 7 | Board Refreshment and Continuing Education | 16 | | Nominees for Election | 7 | Chief Executive Officer Pay Ratio | 73 | | Director Nominees’ Skills and Experience | 13 | Code of Business Conduct and Ethics | 28 | | Director Nominations and Board Refreshment | 16 | Components of our Executive Compensation Program | 46 | | Board Structure | 19 | Compensation Consultant | 44 | | The Board’s Roles and Responsibilities | 24 | Cybersecurity Oversight | 25 | | Shareholder Outreach | 29 | Director Independence | 19 | | Certain Relationships and Related Person Transactions | 31 | Director Nominees’ Skills and Experience Matrix | 13 | | Director Compensation | 32 | Director Stock Ownership Guidelines | 34 | | Executive Compensation and Related Information | 35 | Director Tenure | 15 | | Proposal 2 - Say-on-Pay | 35 | Director Time Commitment Policy | 18 | | Compensation Discussion and Analysis | 36 | Enterprise Risk Management Oversight | 24 | | Compensation Committee Report | 64 | Executive Compensation Highlights | 38 | | Compensation Tables | 65 | Executive Compensation Practices | 41 | | Fiscal 2025 Summary Compensation Table | 65 | Financial and Business Highlights | 37 | | Grants of Plan-Based Awards | 67 | Fiscal 2025 Director Compensation | 32 | | Outstanding Equity Awards | 69 | Human Capital and Culture | 26 | | Stock Vested in Fiscal 2025 | 72 | Named Executive Officers | 36 | | Nonqualified Deferred Compensation | 73 | Nominees for Director and Director Biographies | 7 | | Chief Executive Officer Pay Ratio | 73 | Executive Officer Stock Ownership Guidelines | 59 | | Potential Payments Upon Termination or Change in Control | 74 | Pay-for-Performance | 80 | | Equity Compensation Plan Information | 78 | Peer Group | 45 | | Pay Versus Performance | 80 | Potential Payments Upon Termination or a Change in Control | 74 | | Proposal 3 - Approval of Amendment to our Restated Certificate of Incorporation to Provide Exculpatory Protection to Certain Company Officers | 85 | Report of the Audit Committee | 88 | | Proposal 4 - Ratification of Appointment of PricewaterhouseCoopers LLP | 87 | Severance and Change in Control Arrangements | 60 | | Principal Shareholders | 94 | Sustainability | 26 | | Information Concerning Solicitation and Voting | 96 | | | | Incorporation by Reference of Certain Financial Information | 100 | | | | Householding of Proxy Statements and Annual Reports | 100 | | | | Cautionary Note on Forward-Looking Statements | 101 | | | | Deadline for Receipt of Shareholder Proposals for Fiscal 2026 Annual Meeting | 102 | | | | Annex A - Amendment to Restated Certificate of Incorporation | 103 | | |
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
| PROPOSAL 1 - ELECTION OF DIRECTORS | | PROPOSAL DETAILS | | •All directors elected annually by a simple majority of votes cast •Lead Independent Director •Seven of eight director nominees are independent |
CORPORATE GOVERNANCE
Our Board has nominated eight (8) individuals for election as directors at our Annual Meeting of Shareholders for Fiscal 2025 (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 29, 2024 (“Fiscal 2024”), except for Mr. Liu and Ms. Simons, who were appointed to the Board in March 2025. Ms. Simons was recommended to the Governance and Sustainability Committee by a non-management director and Mr. Liu was recommended to the Governance and Sustainability Committee by our Chief Executive Officer. In October 2025, Mr. Beyer and Ms. McCarthy provided notice that they would retire from the Board and would not seek re-election at the Annual Meeting. Mr. Beyer and Ms. McCarthy will continue to serve as directors through the end of their terms at the Annual Meeting. Each director elected at the Annual Meeting will serve until our Annual Meeting of Shareholders for Fiscal 2026 and until a successor is duly elected and qualified, or until such director’s earlier death, resignation, or removal. Each of the nominees has consented to be named in this proxy statement (the “Proxy Statement”) and to serve as a director if elected. If any nominee is unable or unwilling to stand for election or serve as a director if elected, the persons named as proxies may vote for a substitute nominee designated by our existing Board, or our Board may choose to reduce its size. The Board recommends voting “FOR” the election of each of the nominees. Each nominee will be elected as a director if such nominee receives the affirmative vote of a majority of the votes cast with respect to his or her election (in other words, the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director). Shareholders are not permitted to cumulate votes with respect to the election of directors. If a nominee who is serving as a director is not elected at the Annual Meeting by the requisite majority of votes cast, Delaware law provides that the director would continue to serve on our Board as a holdover director. However, under our Corporate Governance Guidelines, each incumbent nominee is required to submit a contingent resignation to the Chair of the Governance and Sustainability Committee prior to the Annual Meeting. If the incumbent nominee fails to receive a majority of the votes cast in an election that is not a “contested election” (as defined in our Amended and Restated Bylaws (as currently in effect, the “bylaws”)), the Governance and Sustainability Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation, taking into account the Governance and Sustainability Committee’s recommendation, and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified.
CORPORATE GOVERNANCE
| BOARD OF DIRECTORS | | NOMINEES FOR ELECTION |
CORPORATE GOVERNANCE
| Lynn A. Dugle Lead Independent Director Age | 66 Director Since | 2020 Committees Governance and Sustainability, Compensation | Professional Experience | | | | • | Chairman, Chief Executive Officer, and President of Engility Holdings Inc., an NYSE-listed engineering services firm, from March 2016 to January 2019. | | | • | Prior to Engility, Ms. Dugle was Corporate Vice President, President of Intelligence and Information Systems of Raytheon Company, a U.S. defense contractor and industrial corporation, from January 2009 to March 2015. | | | • | Within the past five years, Ms. Dugle served on the Board of Directors of State Street Corporation. | | | Other Current Public Company Directorships | | | | • | EOG Resources, Inc. | | | • | KBR, Inc. | | | • | TE Connectivity Ltd. | | | Board Skills, Qualifications, and Expertise | | | | Ms. Dugle’s experience as chairman and chief executive officer of a public engineering services firm and senior officer of a leading public technology company provides our Board expertise in information, technology, cybersecurity, corporate strategy, operations, and research and development, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Ms. Dugle to serve as a member of our Board. | |
CORPORATE GOVERNANCE
| Steven J. Gomo Independent Age | 73 Director Since | 2018 Committees Audit, Finance (Chair) | Professional Experience | | | | • | Executive Vice President, Finance and Chief Financial Officer from October 2004 until his retirement in December 2011, and Senior Vice President, Finance and Chief Financial Officer from August 2002 to September 2004 at NetApp, Inc., a storage and data management company. | | | Other Current Public Company Directorships | | | | • | Nutanix, Inc. | | | • | Enphase Energy, Inc. | | | Board Skills, Qualifications, and Expertise | | | | Mr. Gomo’s experience as the chief financial officer of a public technology company provides our Board expertise in the technology industry, particularly in the areas of finance, accounting, treasury, investor relations, and securities, which contribute valuable insights and perspectives to our business and operations. We believe these experiences, qualifications, attributes, and skills qualify Mr. Gomo to serve as a member of our Board. | |
CORPORATE GOVERNANCE
| Linnie M. Haynesworth Independent Age | 68 Director Since | 2021 Committees Audit, Security (Chair) | Professional Experience | | | | • | Sector Vice President, Cyber and Intelligence Mission Solutions Division from January 2016 to 2019, and Sector Vice President and General Manager from December 2013 to 2019 at Northrop Grumman, a defense and space company. | | | Other Current Public Company Directorships | | | | • | Truist Financial Corporation | | | • | Automatic Data Processing, Inc. | | | • | Eastman Chemical Company | | | Board Skills, Qualifications, and Expertise | | | | Ms. Haynesworth’s experience as the sector vice president and general manager of a public defense and space company provides our Board expertise in technology integration, cybersecurity (including a Certificate in Cybersecurity Oversight), enterprise strategy, risk management, and large complex system development, delivery, and deployment, and contributes valuable insights and perspectives to our business and operations. Additionally, Ms. Haynesworth was a Member of the Defense Business Board of the United States Department of Defense from November 2021 to April 2025. We believe these experiences, qualifications, attributes, and skills qualify Ms. Haynesworth to serve as a member of our Board. | |
CORPORATE GOVERNANCE
| T. Mark Liu Independent Age | 71 Director Since | 2025 Committees Governance and Sustainability, Finance | Professional Experience | | | | • | Founder and Chairman of J&M Copper Beech Ventures, a multi-strategy investment fund since April 2024. | | | • | Executive Chairman of Taiwan Semiconductor Manufacturing Company Limited, a multinational semiconductor contract manufacturer, from June 2018 to June 2024. | | | Other Current Public Company Directorships | | | | • | None | | | Board Skills, Qualifications, and Expertise | | | | Mr. Liu’s experience holding operations leadership positions, including Executive Chairman, in Taiwan Semiconductor Manufacturing Company Limited, a public multinational semiconductor contract manufacturer, provides our Board expertise in our industry and technology, as well as finance, business development, manufacturing, international operations, corporate governance and information security expertise. We believe these experiences, qualifications, attributes, and skills qualify Mr. Liu to serve as a member of our Board. | |
CORPORATE GOVERNANCE
| Sanjay Mehrotra Chairman, Chief Executive Officer Age | 67 Director Since | 2017 | Professional Experience | | | | • | Mr. Mehrotra has served as Micron’s President, Chief Executive Officer, and Director since May 2017 and has served as Micron’s Chairman since January 2025. | | | • | Prior to that, Mr. Mehrotra co-founded and led SanDisk Corporation as a start-up in 1988 until its eventual sale in May 2016, serving as its President and Chief Executive Officer from January 2011 to May 2016 and as a member of its Board of Directors from July 2010 to May 2016. | | | Other Current Public Company Directorships | | | | • | CDW Corporation | | | Board Skills, Qualifications, and Expertise | | | | Mr. Mehrotra has 45 years of experience in the semiconductor memory industry, and as a co-founder of SanDisk, he offers a unique perspective on the industry and has significant senior leadership and technological expertise. In addition, Mr. Mehrotra’s experience provides our Board expertise in finance, corporate development, corporate governance, and business strategy, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Mr. Mehrotra to serve as a member of our Board. | |
CORPORATE GOVERNANCE
| A. Christine Simons Independent Age | 63 Director Since | 2025 Committees Audit, Security | Professional Experience | | | | • | Partner at Deloitte & Touche LLP, the U.S. member firm of the global audit, tax, and advisory services firm, from August 2004 to May 2025, serving global technology clients in various leadership roles, including leading the firm’s Global Semiconductor Center of Excellence and leading the U.S. Technology, Media & Telecommunications (TMT) Audit & Assurance practice. | | | Other Current Public Company Directorships | | | | • | Autodesk, Inc. | | | Board Skills, Qualifications, and Expertise | | | | Ms. Simon’s experience advising numerous global technology clients on financial and accounting matters as a partner at Deloitte & Touche LLP provides our Board deep technical expertise in financial and accounting matters, and contributes valuable insights and perspectives to our business and operations. We believe these experiences, qualifications, attributes, and skills qualify Ms. Simons to serve as a member of our Board. | |
CORPORATE GOVERNANCE
| | Professional Experience | | | Robert H. Swan Independent Age | 65 Director Since | 2024 Committees Audit, Finance | • | Operating Partner at Andreessen Horowitz, a venture capital firm, since July 2021. Prior to that, Mr. Swan served at Intel Corporation, a semiconductor manufacturing company, as Chief Executive Officer from February 2019 to February 2021, as Interim Chief Executive Officer and Executive Vice President, Chief Financial Officer from June 2018 to January 2019 and as Executive Vice President, Chief Financial Officer from October 2016 to June 2018. Prior to joining Intel, Mr. Swan held several senior management roles at other companies, including Chief Financial Officer at eBay Inc., Electronic Data Systems Corp., TRW Inc., and Webvan Group, Inc., where he additionally served as Chief Operating Officer and Chief Executive Officer. | | | • | Within the past five years, Mr. Swan served on the Board of Directors of eBay and Intel and served on the Board of Commissioners of GoTo Group. | | | Other Current Public Company Directorships | | | | • | Nike, Inc. | | | • | Automatic Data Processing, Inc. | | | Board Skills, Qualifications, and Expertise | | | | Mr. Swan’s experience as a former Chief Executive Officer and Chief Financial Officer of public technology companies in the semiconductor memory industry, including Intel, provides our Board expertise in our industry and technology as well as finance, business development, manufacturing, operations, corporate governance and information security expertise. We believe these experiences, qualifications, attributes, and skills qualify Mr. Swan to serve as a member of our Board. | |
CORPORATE GOVERNANCE
| | Professional Experience | | | MaryAnn Wright Independent Age | 63 Director Since | 2019 Committees Compensation, Governance and Sustainability (Chair) | • | Group Vice President of Engineering and Product Development of Johnson Controls International from 2013 to 2017. Ms. Wright also served as Vice President and General Manager for Johnson Controls’ Hybrid Systems business and as Chief Executive Officer of Johnson Controls-Saft from 2007 to 2009. | | | • | Prior to joining Johnson Controls, Ms. Wright served in the Office of the Chair and was Executive Vice President Engineering, Sales and Program Management at Collins & Aikman Corporation from 2006 to 2007. | | | • | Prior to that, Ms. Wright held several executive positions at Ford Motor Company, including Chief Engineer, from 2003 to 2005, and Director of Sustainable Mobility Technologies and Hybrid and Fuel Cell Vehicle Programs from 2004 to 2005. | | | • | Within the past five years, Ms. Wright served on the Board of Directors of Maxim Integrated Products, Inc. | | | Other Current Public Company Directorships | | | | • | Group 1 Automotive, Inc. | | | • | Brunswick Corporation | | | • | Solid Power, Inc. | | | Board Skills, Qualifications, and Expertise | | | | Ms. Wright’s extensive experience in, and knowledge of, the automotive industry (OEM and Tier 1 supplier), public board experience and her expertise in vehicle, advance powertrain, and energy storage system technologies, provide our Board expertise in the technology industry as well as business operations, finance, corporate development, corporate governance, and management, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Ms. Wright to serve as a member of our Board. | |
CORPORATE GOVERNANCE
| RETIRING DIRECTORS |
CORPORATE GOVERNANCE
| Richard M. Beyer Independent Age | 77 Director Since | 2013 Committees Compensation (Chair), Security | Professional Experience | | | | • | Chairman and Chief Executive Officer of Freescale Semiconductor, Inc., a semiconductor manufacturer, from 2008 through June 2012; director from 2008 to 2013. | | | • | Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and a director of Intersil Corporation, a semiconductor company, from 2002 to 2008. | | | • | Mr. Beyer previously served as Chief Executive Officer of Elantec Semiconductor Inc. and in executive management roles at FVC.com, VLSI Technology, and National Semiconductor Corporation, and served three years as an officer in the United States Marine Corps. | | | • | Within the past five years, Mr. Beyer served on the Board of Directors of Dialog Semiconductor. | | | Other Current Public Company Directorships | | | | • | None | | | Board Skills, Qualifications, and Expertise | | | | Mr. Beyer’s experience as the chief executive officer and a director at leading technology companies provides our Board expertise in the technology industry and also in corporate strategy, financial management, operations, marketing, and research and development, all of which are critical to achieving our strategic objectives. | |
CORPORATE GOVERNANCE
| Mary Pat McCarthy Independent Age | 70 Director Since | 2018 Committees Audit (Chair), Finance | Professional Experience | | | | • | Vice Chair of KPMG LLP, the U.S. member firm of the global audit, tax, and advisory services firm, from July 1998 until her retirement in December 2011. Ms. McCarthy joined KPMG in 1977, became a partner in 1987, and held numerous senior leadership positions with the firm during her tenure. | | | Other Current Public Company Directorships | | | | • | Palo Alto Networks, Inc. | | | Board Skills, Qualifications, and Expertise | | | | Ms. McCarthy’s experience advising numerous companies on financial and accounting matters as a Certified Public Accountant (ret.) provides our Board deep technical expertise in financial and accounting matters, and contributes valuable insights and perspectives to our business and operations. | |
CORPORATE GOVERNANCE
There are no family relationships between any of our directors or executive officers. BOARD SNAPSHOT:
CORPORATE GOVERNANCE
| DIRECTOR SKILLS AND EXPERIENCE |
CORPORATE GOVERNANCE
The skills that we value for our Board align with our vision to be a global leader in memory and storage solutions, to transform how the world uses information to enrich life for all. The below table provides an overview of the collective skills of our nominees and why each is essential to the oversight and successful execution of our strategy and values.
CORPORATE GOVERNANCE
| | Skills and Experience | Alignment to Micron’s Strategy and Values | | | Multinational Experience Experience with businesses with significant global operations | Micron is a global leader in memory with over 53,000 employees spanning multiple countries. Our directors provide valuable business and cultural perspectives aligned to our core vision and mission. | | | Executive Leadership (public or private) Experience in a senior leadership role | The scale and complexity of our industry requires leadership with strategic clarity and an understanding of how to execute our biggest goals. | | | Operations/Manufacturing Experience with global, large-scale complex operations or manufacturing | Our business model involves a complex distribution and supply chain network. Our directors oversee and guide operational efficiencies in various facets of our operations. | | | Strategy/Marketing Experience with sales or marketing strategy | We win by knowing our customers and our Board provides guidance in marketing and sales strategy. | | | Cybersecurity Experience managing cybersecurity, information, and data security risks | Protecting our data and assets requires constant vigilance and awareness of cybersecurity threats. Having directors with a background in cyber oversight allows our Board to assist management in identifying and mitigating these threats. | | | Governance/Public Company Board Service Experience on a public company’s board of directors overseeing corporate governance programs and policies | Our Board emphasizes good board and governance practices and provides valuable oversight in our evolving regulatory environment. | | | Finance Experience overseeing financial reporting | We are a large-scale technology company in a capital-intensive industry, which requires complex financial management. Our Board is an integral part of this function. |
CORPORATE GOVERNANCE
| | Auditing/Accounting Experience overseeing auditing and accounting | Experience with accounting or auditing allows our Board to provide key oversight of our financial reporting processes and internal controls. | | | Strategy/Innovation Experience setting and executing corporate strategies geared towards long-term success | Innovation is at the heart of Micron and our Board’s experience with emerging technologies and strategic planning gives us valuable perspective as we assess and execute on our strategic objectives. | | | Risk Management Experience assessing and responding to enterprise risks | Risk management oversight experience promotes our ability to detect, evaluate, and respond to enterprise risks. | | | Human Capital Management Experience in human capital management in large global organizations | Our people are integral to our success, and we care about their successes as well. Our Board’s experiences with management, talent retention and development, and corporate culture provides key insights for our continued investment in our people globally. | | | Technology/Semiconductor Experience in the semiconductor industry or other relevant technology industries | We benefit from our Board’s experience and knowledge of the business, technology, products, operations and challenges that impact semiconductor companies or other companies in the technology sector. | | | Public Policy/Political Affairs Experience obtained through substantive engagements with policymakers or government agencies | Experience working with policymakers or government agencies provides the necessary insight into the political and regulatory matters that impact our Company and its stakeholders. Our Board helps to guide our engagement with regulators and policymakers. |
Compensation Committee
| Compensation Committee | Primary Responsibilities | | | 6 | • | Review and approve salaries, bonuses, equity awards, other compensation, and the performance measures and goals for our Chief Executive Officer and other executive officers; | | Meetings in Fiscal 2025 | | | | 3 | • | Review and approve amendments to or terminations of any compensatory contracts with the Chief Executive Officer or other executive officers; | | Members | | | | | • | Establish and review, and oversee the development and implementation of, the Company’s employee compensation plans, including the Short-Term Incentive Plan (the “STI Plan”); | | | • | Administer the Company’s equity-based plans; | | | • | Assess risks arising from the Company’s compensation plans, programs, policies and practices; | | Richard M. Beyer, Chair | • | Administer the Company’s clawback and recoupment policy; and | | Lynn A. Dugle | • | Oversee matters relating to shareholder approval of executive compensation, including related shareholder proposals. | | MaryAnn Wright | | |
Corporate Governance Guidelines
| DIRECTOR COMPENSATION |
Corporate Governance Guidelines
The Governance and Sustainability Committee oversees the setting of compensation for our non-employee members of the Board and recommends changes, if any, to the full Board for consideration. Each year, the Governance and Sustainability Committee works with our compensation consultant to review and evaluate director compensation for the ensuing fiscal year, in light of prevailing market conditions and to attract, retain, and reward qualified non-employee directors. The compensation consultant gathers and reviews market data for non-employee directors from the same compensation peer group used to evaluate executive officer compensation. For a discussion concerning the companies that comprised our compensation peer group, please see “Executive Compensation and Related Information—Compensation Discussion and Analysis—Determination of the Compensation Peer Group.” Non-employee directors are compensated pursuant to the terms of the 2025 Director Compensation Plan (the “DCP”), which operates as a sub-plan of the 2025 Equity Incentive Plan (the “2025 Plan”) and provides for cash and equity compensation. Employee directors receive no additional or special remuneration for their service as directors.
ELEMENTS OF DIRECTOR COMPENSATION
ELEMENTS OF DIRECTOR COMPENSATION
Equity Award
Equity Award Non-employee directors receive an equity award each fiscal year, which may be in the form of restricted stock, restricted stock units, stock options, or other awards. In Fiscal 2025, non-employee directors received restricted stock with a targeted value of $250,000 unless they elected to defer receipt of their equity awards as described in the paragraph below. The “targeted value” for the annual non-employee director equity award is established each year by the Board following discussions with our compensation consultant and has been $250,000 since Fiscal 2015. The number of shares of restricted stock awarded to each non-employee director is determined by dividing the applicable targeted value by the Fair Market Value of a share of our Common Stock, as defined under our equity plans. For purposes of our equity plans, “Fair Market Value” is the closing price of our Common Stock on the last trading day prior to the date of grant. 100% of such restricted stock vest and are released from our repurchase right on the first anniversary of the date of grant (the “Vesting Period”), generally assuming continued service on the Board through that date. Notwithstanding the foregoing, 100% of such restricted stock vest and are released from our repurchase right upon a director’s qualified retirement from the Board during the Vesting Period if the director has achieved a minimum of three years of service with the Board prior to the effective date of their retirement, or upon a director’s departure from the Board due to death or disability. The restricted stock includes the potential to receive dividends (at the same rate as dividends are distributed for Common Stock generally). Any such dividends will accumulate and be released from escrow only if and when the underlying shares are released. The DCP allows non-employee directors to defer receipt of their equity awards granted in Fiscal 2025 and later years. If a director makes a deferral election, the director will receive a deferred restricted stock unit award in lieu of a restricted stock award, with targeted value and vesting terms consistent with the corresponding terms of the restricted stock as described in the preceding paragraph, and shares subject to the director’s deferred restricted stock unit awards will be delivered (to the extent vested) upon termination of service as a director.
FISCAL 2025 DIRECTOR COMPENSATION
FISCAL 2025 DIRECTOR COMPENSATION The following table details the total compensation earned by our non-employee directors in Fiscal 2025. Mr. Mehrotra does not receive separate compensation for his services on the Board. For information on compensation earned by Mr. Mehrotra for Fiscal 2025, please see “Executive Compensation and Related Information Compensation—Compensation Tables—Summary Compensation Table” below.
FISCAL 2025 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Richard M. Beyer | $155,000 | $249,979 | $404,979 | | Lynn A. Dugle | 159,588 | 249,979 | 409,567 | | Steven J. Gomo | 145,000 | 249,979 | 394,979 | | Linnie M. Haynesworth | 145,000 | 249,979 | 394,979 | | T. Mark Liu(3) | 61,330 | 121,570 | 182,900 | | Mary Pat McCarthy | 161,667 | 249,979 | 411,646 | | A. Christine Simons(3) | 61,330 | 121,570 | 182,900 | | Robert H. Swan | 125,000 | 249,979 | 374,979 | | Robert Switz | 114,583 | 249,979 | 364,562 | | MaryAnn Wright | 145,000 | 249,979 | 394,979 |
FISCAL 2025 DIRECTOR COMPENSATION
(1)Mr. Liu elected to receive part of his annual retainer from April 1, 2025 in the form of shares of Common Stock. In Fiscal 2025, Mr. Liu received 188 shares of Common Stock with a grant date fair value of $26,042 and $35,288 of cash. Mr. Swan elected to receive his annual retainer for Fiscal 2025 in the form of shares of Common Stock. In Fiscal 2025, Mr. Swan received 1,193 shares of Common Stock with a grant date fair value of $125,000. Mr. Switz concluded his board service on January 16, 2025, and therefore his fees are prorated. (2)On October 13, 2024, each of Messrs. Beyer, Gomo, Swan, and Switz, along with Ms. McCarthy was granted 2,338 shares of restricted stock. The grant date fair value of these awards was $249,979, based on a per-share value of $106.92. On the same date, Mses. Dugle, Haynesworth, and Wright were each awarded deferred restricted stock units covering 2,338 shares of Common Stock, also valued at $249,979 ($106.92 per unit). The shares under these deferred restricted stock units will be delivered fifteen days after separation from service, or earlier in the event the Company is subject to a change in control event. On March 5, 2025, Mr. Liu and Ms. Simons were each granted 1,333 shares of restricted stock, with a grant date fair value of $121,570, based on a per-share value of $91.20. For details regarding the terms and restrictions of these awards, refer to the section titled “—Elements of Director Compensation – Equity Award”. As of August 28, 2025, each of Messrs. Beyer, Gomo and Swan as well as Ms. McCarthy held 2,338 shares of restricted stock, each of Mses. Dugle, Haynesworth and Wright held deferred restricted stock units covering 2,338 shares of Common Stock, and each of Mr. Liu and Ms. Simons held 1,333 unvested shares of restricted stock. For information regarding Mr. Mehrotra’s holding of stock as of August 28, 2025, see “Outstanding Equity Awards at Fiscal 2025 Year-End” below. (3) Mr. Liu and Ms. Simons joined the Board on March 5, 2025, and therefore, their “Fees Earned or Paid in Cash” and “Stock Awards” for Fiscal 2025 are prorated.
FINANCIAL AND BUSINESS HIGHLIGHTS
The following chart shows our one- and three-year relative total shareholder return data through the last trading day of Fiscal 2025 as compared to the S&P 500 Composite Index, the Philadelphia Semiconductor Index (“SOX”) and the median of our Compensation Peer Group as identified in “—Compensation-Setting Process and the Determination of Compensation Levels—Determination of the Compensation Peer Group” below.
Total Shareholder Return
| • | Micron Technology, Inc. | • | Exec. Comp. Peer Group Median | • | S&P 500 | • | PHLX Semiconductor Sector Index |
EXECUTIVE COMPENSATION HIGHLIGHTS
EXECUTIVE COMPENSATION HIGHLIGHTS Our compensation program is designed so that executives’ and shareholders’ interests will be strongly aligned. The majority of each Named Executive Officer’s compensation is at risk and a substantial portion vests based on achievement of objective performance goals. The following graphic illustrates the amount and mix of pay opportunities (at target) for our Named Executive Officers for Fiscal 2025. *PRSUs = Performance-Based Restricted Stock Units; RSAs = Restricted Stock Awards The Fiscal 2025 pay mix, based on target amounts established in October 2024, for our Chief Executive Officer and other Named Executive Officers (on average), as shown below, remained heavily weighted towards variable, at-risk compensation opportunities. *Percentages may not total 100% due to rounding.
FISCAL 2025 COMPENSATION PROGRAM OVERVIEW
FISCAL 2025 COMPENSATION PROGRAM OVERVIEW Our executive compensation program for Fiscal 2025 was largely consistent with our program for Fiscal 2024. Our short-term incentive (“STI”) performance metrics in Fiscal 2025 were largely consistent with Fiscal 2024, using a balance of profitability and strategic metrics to incentivize stretching performance. In Fiscal 2025, we did not make any changes to our long-term incentive (“LTI”) awards with respect to the vehicle mix or length of performance periods relative to Fiscal 2024. As previewed in our proxy statement last year and as illustrated below, based on shareholder feedback, beginning with Fiscal 2025 awards we updated our PRSU award vesting schedule to provide for cliff vesting of all shares at the end of year 3 of the performance period. We continued the use of rigorous goals for all performance measures, including outperformance on total shareholder return relative to our comparator group of the SOX index (“rTSR”) at the 55th percentile for the three-year performance period in order to achieve target payout under PRSUs, and adding a payout cap for PRSUs at target levels if absolute total shareholder return (“TSR”) for the three-year performance period is negative. Throughout the Executive Compensation and Related Information section of this Proxy Statement, we refer to total shareholder return as “TSR” and relative TSR as “rTSR.”
PRSU Compensation Design Best Practices
| Feature | Micron Design | | LTI Pay Mix for Chief Executive Officer | 65/35 (PRSU/RSA) Mix | | PRSU Payout Cap | Maximum combined payout capped at 200% of target across PRSUs | | PRSU rTSR Goal Target | 55th percentile to achieve target payout | | rTSR Payout Cap | At target if absolute TSR is negative | | Performance Period | 3-year performance period with cliff vesting | | rTSR Comparator Group | SOX Index |
OUR COMPENSATION PRINCIPLES
| What We Do | | What We Don’t Do | | | ■Pay for performance by requiring that a substantial portion of our executive officers’ target total direct compensation be earned based on performance goals | | ■No special retirement benefits other than participation in our broad-based retirement plans on the same basis as other employees | | | ■Link our compensation program to our long-term corporate growth strategy and key drivers of sustainable shareholder value creation | | ■No golden parachute tax gross-ups | | | ■Use a mix of objective performance measures, cash- and equity-based components, and short- and long-term incentive opportunities that hold our executive officers accountable for executing on our short- and long-term strategies | | ■No repricing of options or stock appreciation rights without prior shareholder approval | | | ■Engage an independent compensation consultant to evaluate and advise the Compensation Committee on our executive compensation program design and pay decisions for our executive officers | | ■No “single-trigger” vesting for equity awards upon Change in Control | | | ■Cap maximum payout levels under our incentive plans | | ■No insider pledging or hedging activities involving our stock | | | ■Maintain a compensation recoupment ("clawback”) policy that provides for recoupment of incentive compensation paid to current and former executive officers in the event of an accounting restatement due to material noncompliance | | ■No excessive perquisites | | | ■Maintain executive stock ownership guidelines | | | | | ■Incorporate robust shareholder engagement practices | | | |
PAY-FOR-PERFORMANCE PHILOSOPHY
| Compensation Program Design Aligns with Our Philosophy | | | | | Performance-Based Pay | Significant Weight on LTI Awards | Shareholder Value Creation | Variable Pay | | A substantial majority of the compensation available for executives is performance-based and delivered in the form of equity awards in order to more closely align management and shareholder interests. | Performance-based equity awards, measured by internal and external metrics intended to drive shareholder value, comprise a significant portion of our long-term incentive compensation opportunities. | Incentive awards require achievement of critical financial and operational goals and are measured against objective metrics that we believe result in the creation of sustainable value for our shareholders. | Actual, realized compensation is designed to fluctuate with changes in shareholder value over time. | | Market-Based | Annual Review | Factors for Individual Assessment | | | We refer to market data when setting compensation targets, adjusted based on factors such as the individual’s position and experience, contributions and technical expertise, importance to our leadership succession plans and business factors. | The Compensation Committee reviews our pay-for-performance compensation arrangements annually, with input from our Chief Executive Officer and advice from the Compensation Committee’s independent compensation consultant, and takes into account feedback we receive from our shareholders. | Assessment of individual performance is based on numerous factors, including: contribution to business results and Company performance; completion of objectives; behavior consistent with the highest standard of integrity, ethics and Company values; and commitment to sustainability and human capital programs and initiatives. | |
TARGETING “REASONABLE” AND “COMPETITIVE” PAY
TARGETING “REASONABLE” AND “COMPETITIVE” PAY We believe that offering a compensation package that is both “reasonable” and “competitive” with what our executives could otherwise obtain in the market—especially from companies within our Compensation Peer Group—enables us to attract, motivate, reward, and retain qualified individuals who can help us meet our overall objective of increasing shareholder value. The Compensation Committee determines what would be reasonable and competitive compensation based upon an analysis of peer market data (as outlined below in “—Use of Compensation Peer Group Data”), the recommendations of its compensation consultant, and our historical experience. The Compensation Committee generally views the peer market data median as reasonable. However, because the semiconductor industry is highly volatile, the market data (and the median) may change dramatically from year to year, as performance varies, compensation practices change, executives retire, less experienced and lower-paid executives are hired, survey participants change or the quality of available compensation data shifts. As such, the Compensation Committee also considers additional factors in establishing each individual’s target compensation, including: •the executive’s position, level of responsibility, tenure, and experience—both in absolute terms and as compared to our other officers and the executive’s counterparts within the Compensation Peer Group; •the executive’s past and anticipated contributions and technical expertise; •the executive’s importance to our leadership succession plans; •recent Company performance and projections for future periods; •applicable business unit performance; and •our strategic business plan. The Compensation Committee believes, including based on advice from its compensation consultant, that a reasonable and competitive executive compensation package will address practices with respect to each of the three most common elements of direct compensation: base salary, short-term incentive (cash bonus), and long-term incentive (typically equity). We do not have a rigid formula for dividing target total direct compensation among these three elements, but strongly believe that a significant portion of compensation should be variable and incentive-based, consistent with our pay philosophy.
ENGAGEMENT OF COMPENSATION CONSULTANT
ENGAGEMENT OF COMPENSATION CONSULTANT The Compensation Committee annually engages a compensation consultant to provide a comprehensive review of executive compensation matters and meets with the compensation consultant at least quarterly. The compensation consultant provides the Compensation Committee with information regarding cash and non-cash compensation elements for our executive officers and historical and trend payment data. The Compensation Committee has established procedures intended to keep its independent compensation consultant’s advice objective and free of influence from our management. These procedures include: a direct reporting relationship to the Compensation Committee; a provision in the engagement letter specifying what information, data, and recommendations can be shared with management; and an annual update to the Compensation Committee on the compensation consultant’s relationship with the Company, including a summary of the work performed during the preceding 12 months. For Fiscal 2025, the specific activities undertaken by the compensation consultant for the Compensation Committee included: •review the Compensation Peer Group and recommend any changes to its members; •evaluate target total direct compensation and its components for our executive officers; •evaluate our historical “pay-for-performance” relationship; •review the metrics and targets associated with the annual STI and LTI compensation plans; •review the proposed equity awards to be granted to our executive officers, along with providing vesting recommendations; •assist with a risk assessment of our compensation policies and practices; •review Chief Executive Officer benefit and perquisite practices; •provide periodic updates on compensation trends and regulatory developments; •review a draft of the Compensation Discussion and Analysis section of our definitive proxy statement; and •attend the Compensation Committee meetings in which executive compensation matters are discussed. Compensia, Inc. (“Compensia") was the Compensation Committee’s independent compensation consultant in Fiscal 2025. Compensia did not provide any services for the Company other than consulting work related to executive compensation for the Compensation Committee and non-employee director compensation for the Governance and Sustainability Committee. The Compensation Committee considered Compensia’s independence in light of SEC rules and Nasdaq Listing Rules. The Compensation Committee received a letter from Compensia addressing its independence, including the following factors: (i) other services provided to the Company by them; (ii) fees paid by the Company as a percentage of their total annual revenue; (iii) policies or procedures maintained by them that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; (v) whether the individual consultants involved in the engagement owned shares of our Common Stock; and (vi) any business or personal relationships between our executive officers and Compensia or the individual consultants involved in the engagement. The Compensation Committee concluded that there were no conflicts of interest with Compensia.
DETERMINATION OF THE COMPENSATION PEER GROUP
DETERMINATION OF THE COMPENSATION PEER GROUP The Compensation Committee, with the support of Compensia, reviews and approves our Compensation Peer Group annually to ensure that it reflects industry or economic changes and core selection criteria. Our current criteria include comparable revenue and market capitalization size; industry, with a focus on semiconductor companies and other broad technology industry companies that are market leaders in their space; and whether a company competes with Micron for executive talent or has a similar business strategy. Our Compensation Peer Group for Fiscal 2025 was composed of the following 16 companies. In consultation with Compensia, the Compensation Committee reviewed and approved the Compensation Peer Group for Fiscal 2025, which was unchanged from our Compensation Peer Group for Fiscal 2024. In approving such peer group, the Compensation Committee observed that given the cyclicality and volatility of the industry in which the Company operates, that the Company’s relative positioning can fluctuate significantly year to year. The Compensation Committee considered that it was important for the Company to avoid inadvertently overcorrecting or relying too heavily on relative positioning changes that may be limited to short-term fluctuations and to provide appropriate continued focus on other critical parameters such as companies with similar business strategies and/or that compete with us for executive talent.
USE OF COMPENSATION PEER GROUP DATA
USE OF COMPENSATION PEER GROUP DATA Compensia gathers data from the proxy statements publicly filed by the members of our Compensation Peer Group and, for certain roles, from published compensation surveys. Compensation survey data may vary from year to year. For Fiscal 2025, Compensia used the Radford Global Technology Survey. The relevant survey and Compensation Peer Group data for Fiscal 2025 are collectively referred to throughout this Compensation Discussion and Analysis as market data. Compensia endeavors to collect data based on job descriptions so the Compensation Committee can match positions held by our executives with positions in our Compensation Peer Group. If the Compensation Committee cannot match positions to a reasonable number of companies within the Compensation Peer Group, it will match the rank of the person involved. For example, our third-highest paid executive officer could be compared to the third-highest paid executive officer at each company within the Compensation Peer Group.
SHORT-TERM INCENTIVES
SHORT-TERM INCENTIVES We use our STI plan to attract, retain, and reward qualified executives who are important to our success by offering the opportunity to earn cash awards for achieving performance goals set by the Compensation Committee. Due to the challenging nature of the goals set by the Compensation Committee, achievement of STI goals has historically required significant leadership and effort.
Fiscal 2025 Short-Term Incentive Awards
Fiscal 2025 Short-Term Incentive Awards In October 2024, the Compensation Committee established Fiscal 2025 performance goals and a short-term incentive compensation opportunity (the “Target Awards”) for each Named Executive Officer. The Compensation Committee selected the Company Performance goals outlined below based on their correlation to the creation of shareholder value and their alignment with our financial and strategic objectives. The STI award payouts were determined following the end of the Fiscal 2025 performance period as follows:
STI Bonus Targets
STI Bonus Targets In October 2024, the Compensation Committee approved increases in target incentive opportunities for all Named Executive Officers to improve the competitive positioning of target STI opportunities and total cash compensation relative to the market. Fiscal 2025 Target Awards under the STI plan and actual amounts earned for each Named Executive Officer are as follows:
STI Bonus Targets
| Named Executive Officer | Fiscal 2024 Target Award (% of Base Salary) | Fiscal 2025 Target Award (% of Base Salary) | % Change in Target from Fiscal 2024 | Fiscal 2025 Target Award ($) | Fiscal 2025 Bonus Paid ($) | | Sanjay Mehrotra | 215% | 220% | 2.3% | $3,190,000 | $3,894,990 | | Mark Murphy | 125% | 130% | 4.0% | 1,067,950 | 1,185,425 | | Manish Bhatia | 125% | 135% | 8.0% | 1,144,800 | 1,397,801 | | Scott DeBoer | 120% | 130% | 8.3% | 982,800 | 1,199,999 | | Sumit Sadana | 125% | 135% | 8.0% | 1,169,438 | 1,427,883 |
Company Profitability and Strategic Performance Goals
Company Profitability and Strategic Performance Goals The Compensation Committee chose the profitability and strategic goals and weightings outlined above based on the following criteria: •Criticality in driving the Company’s near- and long-term performance to increase shareholder value •To motivate stretch financial performance achievement beyond the Company’s annual business plan for Fiscal 2025 •Focus on sustainability and human capital, which delivers business value, is an expectation of our customers and benefits our communities, team members, and other stakeholders Profitability Goals The Compensation Committee established profitability goals (50% weighting) consisting of adjusted non-GAAP net income or non-GAAP operating margin metrics. It viewed these goals to be highly rigorous at the time they were set, with payout targets based on our Fiscal 2025 operating plan. Achieving the threshold under either goal was considered substantially uncertain. Given the volatile nature of our industry, the intent of this dual goal design was to provide substantial motivation to the Named Executive Officers at the outset of Fiscal 2025, notwithstanding a challenging and uncertain business climate, which had the potential to create unpredictable changes after the goals were set.
Company Profitability and Strategic Performance Goals
| Profitability Goals | | | | | | | | | 0.5x | 0.9x | Target 1.00x | 1.50x | Maximum 2.00x | 2025 Actual Performance | | Adjusted Non-GAAP Net Income (in billions)(1) | $5.90 | $10.30 | $11.70 | $14.30 | $16.80 | $9.00 | | | Or | Or | Or | Or | Or | | | Non-GAAP Operating Margin(2) | 18% | 28% | 30% | 32% | 34% | 29% |
Company Profitability and Strategic Performance Goals
(1) The Company’s adjusted non-GAAP net income is calculated as the Company’s reported Fiscal 2025 non-GAAP net income minus stock compensation expense (including Employee Stock Purchase Plan), plus short-term incentive expense (including taxes and net of inventory impacts). Short-term incentive expense includes expense from all the Company’s STI programs. Any change to U.S. tax law or financing costs necessary to sustain minimum liquidity levels approved by the Finance Committee were not accounted for in the annual business plan and associated profitability goal targets, and would have been removed from adjusted non-GAAP net income as part of the achievement calculation. (2) The Company’s non-GAAP operating margin is calculated as the Company’s reported Fiscal 2025 non-GAAP operating income divided by the Company’s reported Fiscal 2025 revenue, expressed as a percentage. Linear interpolation is applied between each adjusted non-GAAP net income and non-GAAP operating margin target. Profitability goal achievement is based on the higher of adjusted non-GAAP net income or non-GAAP operating margin percent achievement. There is no increase to payout if both of the profitability goals are achieved. Despite a year of record revenue, the Fiscal 2025 profitability goal achieved below target at 95%, which was based on the non-GAAP operating margin performance. The Committee approved an individual performance multiplier for Messrs. Mehrotra, Bhatia, DeBoer and Sadana at 1.10 in recognition of their successful efforts in their respective areas. Mr. Mehrotra delivered a record revenue year with gross margins of nearly 40% and played a critical role in strengthening Micron’s strategic relationships with key stakeholders. Mr. Bhatia delivered on critical operational metrics and milestones including HBM3E yield and output, product qualification and leading node yields. Dr. DeBoer delivered on our technology roadmap, including HBM4 and data center SSDs. Mr. Sadana delivered on key bit shipment and revenue metrics including from HBM3E+, high-growth and more stable end markets and leading node DRAM and NAND shipments. For Fiscal 2026, the Compensation Committee approved a further enhancement to the profitability goal structure, such that actual payout above target requires achievement of both the adjusted non-GAAP net income and non-GAAP operating margin goals. Strategic Goals The five strategic goal categories below are weighted equally and together account for 50% of the overall STI plan achievement weighting. Our strategic goals involve highly confidential, competitively sensitive information, including forward-looking targets and product-specific strategies that if disclosed could cause irreparable competitive harm by providing competitors with insight into our internal processes, know-how, products and business initiatives, particularly as many of our goals build on multi-year achievements in order to execute on our overall business strategies. Revealing such information, including targets in key strategic focus areas, would allow our major competitors, many of whom are not traded on U.S. exchanges and are not disclosing strategic goals and metrics, to leverage it to their competitive advantage, to our detriment and to the detriment of our shareholders. However, we understand shareholders' desire for additional detail regarding our strategic goals and have provided visibility into the strategic goal components and resulting performance, while balancing these competitive concerns.
Company Profitability and Strategic Performance Goals
| Strategic Goals | | | | | | | Category | Fiscal 2025 Goals | Achievement | % Achievement | | | Technology and Products Execute key enablers of our technology and products for the current fiscal year, as well as elements focused on supporting our longer-term technology and product competitiveness and business results. | Goals focused on delivery of leading-edge technology and key market segment (data center, client, mobile, automotive) product milestones across: ▪DRAM (including HBM4) ▪NAND (including data center SSDs) ▪Goals focused on deployment of AI-based efficiency tools to improve product development and early manufacturing enablement | Leading-edge technology and key market segment product milestones largely accomplished at or before targets and additional stretch performance condition achieved. | 100% | | | Cost and Efficiency Increase cost competitiveness by driving efficiency across frontend, assembly and test, procurement, supply chain, and enterprise systems. Advance manufacturing expansion projects. | Goals focused on delivery of critical operational metrics and milestones including: ▪HBM3E 12H cumulative yield, output, and quality ▪Differentiated product qualifications and quality ▪DRAM and NAND leading node cumulative yields ▪Construction milestones and metrics ▪Smart Manufacturing and AI-based solutions (“SMAI”) | Goals for critical operational yield, qualification, HBM quality, and SMAI metrics and milestones were exceeded. Manufacturing expansion construction projects continue to progress, with first wafer output from our new high-volume manufacturing fab in Idaho (ID1) expected to begin in the second half of calendar 2027. | 148% | | | Customer Improve our customers’ experience and satisfaction, and further differentiate Micron from our competitors through strengthened partnerships, technology and product competitiveness, supply continuity, sustainability and product quality and service. | Goals focused on customer-related metrics, including: ▪Customer business review scores across the categories of technology, service and sustainability ▪Customer quality and customer delivery performance ranking relative to our customers’ other suppliers ▪Days of inventory outstanding | Goals for customer business review scores in technology, service, and sustainability, along with our quality ranking objectives, were exceeded. We met our targeted inventory levels by fiscal year-end. | 83% | | | Revenue Mix Execute our business plans to optimize our product, segment and customer shipment mix. | Goals focused on key revenue and bit shipment metrics, including: ▪Revenue from HBM3E+, high-density module and all low-power DRAM products sold into the data center ▪Revenue from high-growth, more stable end markets ▪DRAM and NAND leading node shipments | HBM shipments and revenue mix towards data center and more profitable segments exceeded targets. | 142% | | | Sustainability and Human Capital Drive sustainability improvements, improve human capital metrics and drive adoption of AI-enabled enterprise applications | Goals focused on sustainability and human capital metrics and milestones, including: ▪Reduction of direct greenhouse gas emissions ▪Expand talent pool and increase hiring efficiency ▪Reduce voluntary employee attrition ▪Enhance career growth and development programs ▪Deploy and increase adoption of AI-enabled solutions | Sustainability goals for reducing direct greenhouse gas emissions and human capital metrics exceeded targets. | 163% |
Company Profitability and Strategic Performance Goals
Within each goal category, each strategic goal or group of related strategic goals provided an opportunity to achieve performance between the minimum threshold of 50% of target and a maximum of 200% of target. Additionally, the Technology and Products category included an additional stretch performance condition based on the deployment of AI-based efficiency tools to improve product development. This additional stretch performance condition was achieved and resulted in a .25x increase in achievement for Fiscal 2025, bringing overall achievement to 100% as shown above. Achievement of each of the goals included in the five strategic categories required significant effort and adept execution, and there was no assurance of even threshold achievement with respect to any of the metrics or milestones. When setting the Fiscal 2025 strategic goal targets, relative to the annual operating plan in October 2024, the Compensation Committee believed that achieving maximum performance for any strategic goal category would be challenging and would require extraordinary leadership, effort, and coordination as a team.
LONG-TERM EQUITY INCENTIVES
LONG-TERM EQUITY INCENTIVES We believe LTI compensation should be tied to our success, help promote increases in long-term shareholder value, and encourage key executives to remain with the Company. In Fiscal 2025, consistent with these objectives, the Compensation Committee retained the LTI mix for the Chief Executive Officer at 65% performance-based restricted stock units (“PRSUs”) and 35% time-based restricted stock awards (“RSAs”), and 50% PRSUs and 50% RSAs for the other Named Executive Officers. In determining the target value of LTI incentive awards for our Named Executive Officers, the Compensation Committee considered various items, including market data, as described above under the section entitled “Engagement of the Compensation Consultant—Compensation-Setting Process.” For all Named Executive Officers, equity grant values increased, on average, 7.5% (6.8% for the Chief Executive Officer) based on assessment of individual and Company performance and to improve the competitive positioning of our grant levels relative to the market. The following table shows the target values of our Named Executive Officers’ Fiscal 2025 LTI awards:
LONG-TERM EQUITY INCENTIVES
| Named Executive Officer | Fiscal 2025 PRSU Awards | Fiscal 2025 RSA Award | Total Fiscal 2025 LTI(1) | | Sanjay Mehrotra | $16,484,000 | $8,876,000 | $25,360,000 | | Mark Murphy | 4,500,000 | 4,500,000 | 9,000,000 | | Manish Bhatia | 4,750,000 | 4,750,000 | 9,500,000 | | Scott DeBoer | 4,125,000 | 4,125,000 | 8,250,000 | | Sumit Sadana | 4,750,000 | 4,750,000 | 9,500,000 |
LONG-TERM EQUITY INCENTIVES
(1) Reflects target grant-date fair value, based on the closing price of our Common Stock as quoted on the Nasdaq Stock Market (“Nasdaq”) for the last market-trading day prior to the date of grant. Historically, long-term incentive awards for all executive officers have been made in the first quarter of the fiscal year, with the exact grant date occurring on or after the date of the Compensation Committee’s approval. The Compensation Committee does not factor any material non-public information into the timing of grants of equity awards. Further, the Company does not time the disclosure of material non-public information for purposes of affecting the value of executive compensation.
Performance-Based RSUs Granted in Fiscal 2025
Performance-Based RSUs Granted in Fiscal 2025 The PRSUs granted in Fiscal 2025 (the “2025 PRSU Awards”) vest based on actual performance against goals for three metrics, as described below. While the overall PRSU structure and weightings remain consistent with Fiscal 2024 PRSU Awards, the Operational goals were adjusted to drive increased focus on the data center, with the addition of data center SSD metrics. The Compensation Committee believed focusing on these strategic imperatives to further strengthen our data center portfolio would position the Company well and benefit shareholders.
Performance-Based RSUs Granted in Fiscal 2025
| Metric Category | Name | Performance Metric | Percentage of 2025 PRSU Award Value(1) | | Operational | 2025 HBM3E+ PRSU Award | HBM3E+ market share or bit shipments | 25% | | Operational | 2025 Data Center SSD PRSU Award | Data center SSD market share or bit shipments | 25% | | Financial | 2025 rTSR PRSU Award | Company TSR compound annual growth rate relative to the 55th percentile (target) TSR compound annual growth rate within the SOX Index. | 50% |
Performance-Based RSUs Granted in Fiscal 2025
(1) The actual number of shares granted through the rTSR Award was lower than the number of shares granted for the Operational PRSU Awards due to application of the Monte Carlo valuation approach for the rTSR Award. We refer to the 2025 HBM3E+ PRSU Award and the 2025 Data Center SSD PRSU Award collectively as the “2025 Operational PRSU Awards.” PRSUs may be earned (or “banked”) at the conclusion of year 2 and year 3 of the three-year period following the grant date (the “Performance Period”) based upon results against performance goals set at the beginning of the Performance Period. No shares will vest and be settled until the conclusion of the three-year period. For each Named Executive Officer, the actual number of PRSUs that will be earned and become eligible to vest under the 2025 PRSU Awards is the product of the executive’s target award and the payout factor that results from actual performance versus the pre-established performance goals (the “Payout Factor”), subject to the overall maximum payout at 200% of target.
2025 Operational PRSU Awards
2025 Operational PRSU Awards Performance for the 2025 HBM3E+ PRSU Award, weighted 25% in the overall PRSU formula, refers to performance with respect to HBM3E+ products. HBM3E+ goal achievement is based on the higher of revenue-based market share or bit shipment achievement as measured each year. Performance for the 2025 Data Center SSD PRSU Award, also weighted 25% in the overall PRSU formula, refers to performance with respect to data center SSD products. Data center SSD achievement is based on the higher of revenue-based market share or bit shipment achievement as measured each year. In each case, payouts can range from 0% (for achievement below a specified threshold) to a maximum of 200% of the target number of PRSUs granted. In addition, as noted above, the 2025 Operational PRSU Awards include two additional stretch performance conditions. The 2025 Operational PRSU additional stretch performance condition targets relate to NAND free cash flow and our U.S. DRAM manufacturing expansion. The Compensation Committee believes that attaining these additional stretch performance conditions, which would require a meaningful level of execution and effort, would enhance long-term shareholder value. Delivering on either of these additional stretch performance conditions will allow recipients to earn an additional 33% of the 2025 Operational PRSU Awards target (for a total of 66% of the 2025 Operational PRSU Awards target if both are achieved), subject to the overall maximum payout of 200% of target for the 2025 PRSU Awards. Operational PRSU Goals Require Strong Performance When setting the target goals for the 2025 Operational PRSU Awards, the Compensation Committee believed that achievement would require stretch performance, a challenging level of execution and effort on the part of our Named Executive Officers, and that achievement of even the threshold goals was uncertain. To achieve the established market share or bit shipment targets for the HBM3E+ PRSU Award and the Data Center SSD PRSU Award requires continued exceptional execution of our HBM and data center SSD product road maps. Determination of Payout Achievement levels with respect to the 2025 Operational PRSU Awards will be measured within 60 days after the end of each of year 2 and year 3 in the Performance Period (each, a “Certification Date”). On each Certification Date, the Compensation Committee will determine and certify the Payout Factors for the applicable fiscal year. In response to shareholder feedback, our 2025 Operational PRSU Awards are subject to full 3-year cliff vesting, such that no shares will vest and be settled before the end of the 3-year Performance Period. Any 2025 Operational PRSU Awards earned in year 2 of the Performance Period will be banked on the Certification Date that immediately follows year 2 of the Performance Period (Fiscal 2026). Shares that are banked under the 2025 Operational PRSUs from year 2, and any incremental shares under the 2025 Operational PRSUs earned in year 3 will vest and be settled upon the Certification Date that immediately follows year 3 of the Performance Period (the fiscal year ending September 2, 2027, or “Fiscal 2027”).
2025 rTSR PRSU Award
2025 rTSR PRSU Award The 2025 rTSR PRSU Award ties 50% of each Named Executive Officer’s target 2025 PRSU Award to the Company’s TSR compound annual growth rate over the three-year Performance Period, as compared to the TSR compound annual growth rate of the companies in the SOX index, which is composed of companies primarily involved in the design, distribution, manufacture, and sale of semiconductors. The TSR component will be measured every day in year 2 and year 3 of the Performance Period, as described below. Similar to the 2025 Operational PRSU Awards, shares under the 2025 rTSR PRSU Award may be banked in year 2, but no shares will vest and be settled until the end of year 3 of the Performance Period. For the 2025 rTSR PRSU Award, the target level of performance is set at the 55th percentile of the SOX index. Additionally, the Payout Factor is capped and cannot exceed 100% if the Company’s absolute TSR is negative, even if relative performance achievement is above target. Payout Factor The Payout Factor for the 2025 rTSR PRSU Award is based on the average of the Company’s three-year rTSR for each of the 60 days trailing the applicable measurement date (and including the measurement date), expressed as a compounded annual growth rate (the “TSR CAGR”), relative to the 55th percentile TSR CAGR (“rTSR CAGR”) of the companies in the SOX index. For this purpose, the SOX index is defined as the SOX constituents at each measurement date, excluding any company that has not been public for at least three years. The rTSR CAGR is calculated by subtracting the TSR CAGR at the 55th percentile of the SOX index from the Company’s TSR CAGR for that measurement date. The following table sets forth the Payout Factors under the 2025 rTSR PRSU Award for various levels of rTSR CAGR. If the rTSR CAGR achieved is between two of the specific levels shown below, the Payout Factor will be determined using straight line interpolation.
2025 rTSR PRSU Award
| rTSR CAGR Achieved on a Measurement Date | Payout Factor for the rTSR CAGR | | Less than -50 percentage points (“ppts”) | 0% | | -50 ppts (“rTSR Threshold”) | 50% | | 0 ppts (“rTSR Target”) | 100% | | +50 ppts or greater (“rTSR Maximum”) | 150% |
2025 rTSR PRSU Award
Additional Cap on rTSR PRSUs The Payout Factor for the 2025 rTSR PRSU Award will be capped at the rTSR Target in the event that the Company’s absolute TSR is negative, notwithstanding the level of relative performance achieved. Determination of Payout Beginning on the first day of Fiscal 2026 (the first measurement date in the Performance Period), the number of 2025 rTSR PRSUs that will be banked, if any, for a Named Executive Officer will equal the product of the Payout Factor and the target number of 2025 rTSR PRSUs granted to that executive. Thereafter, additional PRSUs can be earned and banked only if the Company attains a higher rTSR CAGR level on a later measurement date. The number of such additional banked PRSUs, if any, will be equal to the excess of the number of PRSUs that would be banked based on the new, higher Payout Factor minus the number of PRSUs that have already been banked. After the end of each of year 2 and year 3 of the Performance Period, the Compensation Committee will certify the number of PRSUs earned for such year.
PRSU Vesting
PRSU Vesting After the end of year 2 of the Performance Period (Fiscal 2026), any of the 2025 rTSR and 2025 Operational PRSUs deemed earned, will be banked. Any earned and banked shares from year 2, along with any earned and banked shares from year 3 will vest on the Certification Date following year 3 of the Performance Period. If a Named Executive Officer terminates employment with the Company for any reason other than a termination by the Company for cause, any banked shares will continue to vest on the vesting schedule described above. No PRSUs will vest if a Named Executive Officer is terminated for cause. For this purpose, “cause” is as defined in the employment agreement between a Named Executive Officer and the Company, or if not so defined, as defined in the equity incentive plan under which the award was granted.
Time-Based Restricted Stock Awards
Time-Based Restricted Stock Awards Time-based RSAs support retention and are linked to shareholder value and ownership. RSAs granted in Fiscal 2025 will vest ratably over three years from the date of grant, subject to continued employment. In Fiscal 2025, RSAs made up 35% of the target value of the LTI awards granted to the Chief Executive Officer, and 50% of the target value of the LTI awards granted to the other Named Executive Officers.
Previously Granted Fiscal 2024 Performance-Based RSUs
Previously Granted Fiscal 2024 Performance-Based RSUs Half of the earned 2024 PRSU Awards vested on the first Certification Date that immediately followed the end of Fiscal 2025. The remaining half of PRSUs earned as of that Certification Date are banked and will vest on the second Certification Date that immediately follows the end of Fiscal 2026, together with any incremental PRSUs that are earned during Fiscal 2026, as illustrated below. If a Named Executive Officer terminates employment with the Company, that executive’s 2024 PRSUs will vest or be forfeited in the manner described above for the 2025 PRSUs.
Fiscal 2024 PRSUs Achievement
| Fiscal 2024 PRSU Award Payout Factors | | | | | | | | | | | Operational - 50% Weight | | | | | | Financial - 50% Weight | | | | HBM3E+ | | High-Growth Segment Revenue | | Additional Performance Conditions | | rTSR CAGR | | | Fiscal Year | Actual Result | Payout Factor | Actual Result | Payout Factor | Actual Result | Payout Factor | Actual Result | Payout Factor | | 2025 | Above maximum | 200% | Above maximum | 200% | Achieved SSD market share and positive NAND free cashflow | 33% | +11.4ppts | 111% |
Previously Granted Fiscal 2023 Performance-Based PRSUs
| Fiscal 2023 PRSU Award Payout Factors | | | | | | | | | | | Operational - 50% Weight | | | | | | Financial - 50% Weight | | | | NAND | | DRAM | | Additional Performance Conditions | | rTSR CAGR | | | Fiscal Year | Actual Result | Payout Factor | Actual Result | Payout Factor | Actual Result | Payout Factor | Actual Result | Payout Factor | | 2025 | Above maximum | 200% | Above maximum | 200% | Achieved cumulative HBM revenue goal | 33% | +14ppts | 128% |
EQUITY AWARD GRANT PRACTICES
EQUITY AWARD GRANT PRACTICES We have not granted stock options or other similar types of awards as part of our equity compensation programs since 2018. RSAs, RSUs, or other types of equity awards that we grant to directors, officers and employees do not include an exercise price. Historically, long-term incentive awards for all executive officers have been made in the first quarter of the fiscal year, with the exact grant date occurring on or after the date of the Compensation Committee’s approval. The Compensation Committee does not factor any material non-public information into the timing of grants of equity awards. Further, the Company does not time the disclosure of material non-public information for purposes of affecting the value of executive compensation.
SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS
SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS
Severance Agreements
Severance Agreements Chairman, President and Chief Executive Officer At the time of his hire, we entered into an executive agreement with Mr. Mehrotra (the “Executive Agreement”) providing for severance benefits in certain circumstances. The Executive Agreement provides that if Mr. Mehrotra’s employment is terminated (i) as result of his death or “disability,” (ii) by us without “cause” or (iii) as a result of Mr. Mehrotra’s resignation for “good reason,” then in addition to receiving his accrued base salary, accrued vacation pay, and other earned and vested employee benefits, Mr. Mehrotra will receive the following severance benefits: •salary continuation equal to two times Mr. Mehrotra’s salary in effect upon the date of termination paid in installments during the one-year period following termination (or paid in a lump sum if Mr. Mehrotra’s termination of employment occurs on, or within 12 months after, a “Change in Control”); •a pro-rated annual bonus under the STI plan for the year of termination, subject to achievement of applicable performance criteria, paid in accordance with the terms of the STI plan; •an additional bonus of two times Mr. Mehrotra’s target annual bonus under the STI plan for the year of termination paid on the one-year anniversary of Mr. Mehrotra’s termination; •continued vesting (and exercisability) of any options, restricted stock or other time-based awards, and, subject to achievement of applicable performance criteria, performance-based equity awards for the one-year period following Mr. Mehrotra’s termination of employment; and •a cash payment equal to the additional cost to Mr. Mehrotra for continuation of coverage in the Company’s non-cash benefits Mr. Mehrotra would have incurred and the employer qualified plan matching contributions Mr. Mehrotra would have received had Mr. Mehrotra remained a participant for an additional two years, paid in a lump sum following termination. If Mr. Mehrotra’s severance benefits become payable on account of his “good reason” resignation prior to a “Change in Control” and Mr. Mehrotra becomes employed within one year of his termination of employment, the unpaid portion of his salary continuation benefit will be forfeited. The Executive Agreement also includes a “cut-back” provision, which provides that Mr. Mehrotra’s benefits under the Executive Agreement will be reduced so that no excise tax will apply under Section 280G of the Code, if such reduction will result in a higher net after-tax benefit to Mr. Mehrotra. The Executive Agreement does not provide a tax gross-up for any such tax. Mr. Mehrotra’s entitlement to the severance benefits provided under the Executive Agreement is conditioned on Mr. Mehrotra signing a release of claims in favor of Micron and on Mr. Mehrotra’s compliance with terms of our non-competition, non-solicitation, and non-disclosure agreement. Other Named Executive Officers Each of our other Named Executive Officers has a severance agreement (together, the “Named Executive Officer Severance Agreements”). The Named Executive Officer Severance Agreements provide for severance benefits upon certain terminations of employment. These benefits begin upon a “separation of service” as defined in Section 409A of the Code, regardless of when a termination of employment or loss of officer status occurs, and ends after one year (or 18 months, other than for Dr. DeBoer, if termination occurs on or within 12 months following a Change in Control). We believe severance agreements for certain of our officers are in the best interests of us and our shareholders, in that they help us attract and retain qualified executive talent, promote candid discussion among our officers, help provide for a smooth transition when there is a change in management, provide the officer with benefits in consideration of a promise not to compete with us after termination of employment, and a general release of the Company, and our officers, directors, employees, and agents from claims. Provided a Named Executive Officer complies with the post-employment obligations and restrictions described below and all other terms of the Named Executive Officer Severance Agreement, the Named Executive Officer is entitled to receive compensation during the 12- or 18-month period following termination of employment equivalent to the compensation and benefits customarily provided to such Named Executive Officer while employed including, but not limited to, salary, and in certain cases, continued vesting of outstanding stock options and restricted equity awards (that is, restricted stock and restricted stock units), along with amounts with respect to 401(k) plan matching contributions and COBRA premiums. In addition, the Named Executive Officer Severance Agreements for Messrs. Murphy, Bhatia and Sadana provide for payment of an annual bonus with respect to the year of termination, based on actual performance, or, in the event of a qualifying termination in connection with a Change in Control, at target levels. With respect to cash and equity awards that are performance-based, the Named Executive Officer is entitled to receive such awards only if the goals are achieved before or during the 12- or 18-month period following termination of employment. Terminated Named Executive Officers are not entitled to receive any new awards under our equity plans or the STI plan (although Dr. DeBoer would be eligible to receive a bonus equal to the STI plan bonus he would have earned for the 12-month period following a qualifying termination) or to the payment of any compensation that would be deferred past the 12- or 18-month period following termination of employment due to payment criteria of an incentive program, as those criteria exist as of the date of termination. The Named Executive Officer Severance Agreements provide that upon certain terminations of employment on or within 12 months following a Change in Control, all of the Named Executive Officer’s outstanding stock options and restricted equity awards will be treated as vested and earned. Mr. Murphy’s Named Executive Officer Severance Agreement also provides that, in connection with certain terminations of employment, any unvested shares granted as part of his new hire equity award will continue to vest at the same time and in the same amounts as if he had remained an employee through the applicable vesting date. The Named Executive Officer Severance Agreement for Dr. DeBoer, which was amended and restated in November 2023, is described further below. Terminated Named Executive Officers are subject to the following post-termination obligations and restrictions: •a one-year non-competition obligation; •confidentiality obligations related to our proprietary and confidential information that last indefinitely; •a non-disparagement and confidentiality obligation surrounding the reasons for, and circumstances of, the Named Executive Officer’s termination of employment or change in officer status that lasts indefinitely. However, we may disclose such information if we determine, in our sole discretion, it is either required by law to be disclosed or necessary to be disclosed to serve a valid business purpose; and •non-solicitation and non-interference provisions relating to our employees and business partners that last at least one year.
Severance Agreements
Upon receipt of all benefits under the Named Executive Officer Severance Agreement for Messrs. Murphy, Bhatia and Sadana, we and the Named Executive Officer are considered to have settled, waived, and voluntarily released any and all claims each has or may have against the other, inclusive of any of our affiliates, officers, directors, employees or agents, both individually and in their official capacities, which claims are accruing prior to the end of the 12- or 18-month period following termination of employment. Dr. DeBoer’s entitlement to the severance benefits provided under his Named Executive Officer Severance Agreement are conditioned on Dr. DeBoer signing a release of claims in favor of Micron. We entered into an amended and restated Severance Agreement with Dr. DeBoer after the close of Fiscal 2023. This amended and restated Severance Agreement provides for the following differences from the benefits described with respect to the Named Executive Officer Severance Agreements above: •it provides for an annual bonus under the STI plan for the year of termination, subject to achievement of applicable performance criteria, paid in accordance with the terms of the STI plan, along with an annual bonus that would have been payable under the STI plan based on actual attainment of performance goals for the 12-month period following termination; •it provides for a cash payment equal to the additional cost to Dr. DeBoer for continuation of coverage in the Company’s non-cash benefits Dr. DeBoer would have incurred and the employer qualified plan matching contributions Dr. DeBoer would have received had Dr. DeBoer remained a participant for an additional two years, paid in a lump sum following termination; •it caps at Fiscal 2023 levels (prior to reduction) the salary and target bonus used to determine the compensation payable to Dr. DeBoer for the 12-month period following termination of employment in the event of a qualifying termination in the absence of a “Change in Control”; •it provides that, in the event of Dr. DeBoer’s retirement, any such severance payments will be pursuant to a consulting agreement that will terminate upon Dr. DeBoer’s return from retirement; •it provides that, in the event of Dr. DeBoer’s qualifying termination upon or within 12 months following a “Change in Control”, Dr. DeBoer will vest in full in his outstanding unvested options and restricted equity awards, with any unresolved performance conditions deemed to be met at target levels.
Estimated Severance Payments
Estimated Severance Payments See “Potential Payments Upon Termination or Change in Control” on page 74 for a description of the estimated severance amounts as of the end of Fiscal 2025 for the Named Executive Officers. Any cash severance amounts that would be payable to our executive officers are subject to the Executive Officer Cash Severance Policy described below.
Change in Control Arrangements
Change in Control Arrangements We do not have separate Change in Control agreements for our Named Executive Officers and directors. The Executive Agreement and the Named Executive Officer Severance Agreements referenced above provide for transitional benefits in the event of termination of employment, including following a Change in Control. In addition, under the terms of our STI plan and our equity compensation plans, awards may be substituted, assumed, or accelerated upon a Change in Control, depending upon the circumstances. Our equity plans provide for “double-trigger” vesting provisions in the event of a Change in Control. As a result, if awards are assumed by a successor in connection with a Change in Control, such awards will not automatically vest and pay out solely as a result of the Change in Control. Instead, vesting for such awards will accelerate if within one year after the effective date of the Change in Control, the participant’s employment is terminated without cause or, in the case of certain participants including our Named Executive Officers, if the participant resigns for good reason. The compensation that Named Executive Officers could receive if a Change in Control occurs is intended to enable them to objectively evaluate whether a potential Change in Control is in the best interest of us and our shareholders. The estimated value that the Named Executive Officers could receive from our Change in Control provisions can be found in “Potential Payments Upon Termination or Change in Control” on page 74.
Change in Control Arrangements
| COMPENSATION COMMITTEE REPORT |
Change in Control Arrangements
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing by Micron under the Securities Act of 1933 or the Exchange Act. The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and our discussions, the Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Change in Control Arrangements
| The Compensation Committee Richard M. Beyer (Chair) Lynn A. Dugle MaryAnn Wright |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
| FISCAL 2025 SUMMARY COMPENSATION TABLE |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
| Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Sanjay Mehrotra | 2025 | $1,446,185 | $— | $25,360,029 | $3,894,990 | $238,942 | $30,940,146 | | Chairman, President and Chief | 2024 | 1,416,909 | — | 23,749,623 | 4,847,433 | 46,161 | 30,060,126 | | Executive Officer | 2023 | 1,255,476 | — | 23,750,005 | — | 271,472 | 25,276,953 | | Mark Murphy | 2025 | 815,956 | — | 9,000,040 | 1,185,425 | 115,284 | 11,116,705 | | Executive Vice President and | 2024 | 765,654 | — | 8,499,848 | 1,540,313 | 26,188 | 10,832,003 | | Chief Financial Officer | 2023 | 639,827 | — | 7,749,991 | — | 14,284 | 8,404,102 | | Manish Bhatia | 2025 | 842,277 | — | 9,499,906 | 1,397,801 | 21,932 | 11,761,916 | | Executive Vice President, | 2024 | 791,203 | — | 8,999,852 | 1,590,000 | 17,250 | 11,398,305 | | Global Operations | 2023 | 667,020 | — | 8,250,009 | — | 17,118 | 8,934,147 | | Scott DeBoer | 2025 | 749,323 | — | 8,249,981 | 1,199,999 | 25,312 | 10,224,615 | | Executive Vice President, | 2024 | 690,668 | — | 7,249,849 | 1,335,600 | 18,450 | 9,294,567 | | Chief Technology and Products Officer | 2023 | 571,046 | — | 6,500,022 | — | 18,352 | 7,089,420 | | Sumit Sadana | 2025 | 861,332 | — | 9,499,906 | 1,427,883 | 25,101 | 11,814,222 | | Executive Vice President | 2024 | 819,452 | — | 8,999,852 | 1,803,656 | 17,250 | 11,640,210 | | and Chief Business Officer | 2023 | 715,007 | — | 8,500,024 | — | 16,500 | 9,231,531 |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
| GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025 |
Performance-Based Cash Awards
| OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END |
Performance-Based Cash Awards
| STOCK VESTED IN FISCAL 2025 |
Performance-Based Cash Awards
| 2025 NONQUALIFIED DEFERRED COMPENSATION |
Performance-Based Cash Awards
Mr. Mehrotra is the only Named Executive Officer who has participated in the Micron Technology, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) through the end of Fiscal 2025.
Performance-Based Cash Awards
| Name | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year | Aggregate Earnings (Losses) in Last Fiscal Year | Aggregate Withdrawals/Distributions | Aggregate Balance at Last Fiscal Year-End | | Sanjay Mehrotra | $3,403,151(1) | $— | $1,231,657 | $(2,914,051) | $8,256,487(2) |
Performance-Based Cash Awards
(1)Consists of $655,375 included in the Summary Compensation table in the “Salary” column for Fiscal 2025, $324,060 of dividend equivalents on vested stock units (paid at the same rate as for all shares of Common Stock), and $2,423,716 included in the “Non-Equity Incentive Plan Compensation” column for Fiscal 2024. (2)Balance as of the beginning of Fiscal 2025 was $6,535,730.
SUMMARY OF MATERIAL TERMS OF DEFERRED COMPENSATION PLAN
| CHIEF EXECUTIVE OFFICER PAY RATIO |
SUMMARY OF MATERIAL TERMS OF DEFERRED COMPENSATION PLAN
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |
POTENTIAL PAYMENTS UPON TERMINATION WITHOUT CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION WITHOUT CHANGE IN CONTROL All the Named Executive Officers have severance agreements. Payments and benefits upon termination for Messrs. Mehrotra, Murphy, Bhatia, DeBoer and Sadana are payable only if their employment with the Company terminates as a result of death or disability (for Messrs. Mehrotra, Murphy, Bhatia and Sadana), the Company terminates their employment without cause, or they resign for good reason. The “Salary” portion of severance payments is paid on our regular bi-weekly payroll schedule during the officer’s one-year Transition Period subject to the possibility of a six-month delay that may be required by Section 409A of the Code (“Section 409A”). If Section 409A imposes a six-month delay, payments subject to the delay would be accumulated and paid to the officer on the first day of the seventh month following the Named Executive Officer’s separation from service. The remaining payments would then be paid according to our regular payroll schedule. The “Bonus” portion of the severance payments includes a component that is paid only if the applicable performance goals are achieved before or during the applicable Transition Period. Such payments are made at the same time that the other officers participating in the applicable bonus plan receive their payments, if any, and typically would occur during our first fiscal quarter. Mr. Mehrotra would receive a separate bonus severance payment equal to two times his target annual bonus under the STI plan for the year of termination paid on the anniversary of his termination. The “Cash In Lieu of Benefits” portion of the severance payments is calculated based on the difference between the amount of premiums the Named Executive Officer paid each month for benefits coverage as our employee and the estimated premiums the Named Executive Officer would need to pay each month for the same or similar coverage as a former employee. This monthly amount is multiplied by the number of months in the Named Executive Officer’s Transition Period and, with the exception of Mr. Mehrotra, who would receive two times this amount. These “Cash in Lieu of Benefits” payments will be made in a lump sum within 60 days after the Named Executive Officer’s separation from service for Dr. DeBoer or Mr. Mehrotra, and in roughly equal installments over the Transition Period for our other Named Executive Officers, subject to the possibility of a six-month delay that may be required by Section 409A. To the extent that Section 409A imposes a six-month delay, these payments would commence on the first day of the seventh month following the officer’s separation from service.
POTENTIAL PAYMENTS UPON TERMINATION WITHOUT CHANGE IN CONTROL
| Name | Salary(1)(3) | Bonus(2)(3) | Cash in Lieu of Benefits Payment(4) | Value of Extended Restricted Stock Vesting(5) | Value of Unearned Performance -Based Stock Awards(6) | Total | | Sanjay Mehrotra | $2,900,000 | $10,274,990 | $555,972 | $10,511,276 | $93,591,080 | $117,833,318 | | Mark Murphy | 821,500 | 1,185,425 | 68,576 | 4,936,242 | 27,316,044 | 34,327,787 | | Manish Bhatia | 848,000 | 1,397,801 | 68,256 | 5,225,504 | 28,965,606 | 36,505,167 | | Scott DeBoer | 624,750 | 1,318,223 | 84,531 | 4,308,796 | 23,459,258 | 29,795,558 | | Sumit Sadana | 866,250 | 1,427,883 | 59,440 | 5,249,660 | 29,293,664 | 36,896,897 |
POTENTIAL PAYMENTS UPON TERMINATION WITHOUT CHANGE IN CONTROL
(1)Represents one year of the Named Executive Officer’s salary as of August 28, 2025, except the figure for Mr. Mehrotra, which represents two years of salary as of August 28, 2025, and the figure for Dr. DeBoer, which represents one year of his Fiscal 2023 salary prior to reduction. (2)Represents for Mr. Mehrotra, a bonus severance payment equal to two times his target annual bonus and for Dr. DeBoer, the bonus severance payment equals the actual bonus he would earn for Fiscal 2025 and target bonus for Fiscal 2026, but calculated based on his Fiscal 2023 salary and bonus opportunity percentage prior to reduction. Additionally, this column includes the actual STI bonus paid for Fiscal 2025 for each of Messrs. Mehrotra, Murphy, Bhatia and Sadana. (3)Cash severance benefits payable to Mr. Mehrotra (subject to certain exceptions) would be reduced to the extent necessary not to exceed 2.99 times the sum of his base salary plus target bonus opportunity under our Executive Officer Cash Severance Policy. (4)For Mr. Mehrotra, represents a cash payment of twice the amount estimated to allow Mr. Mehrotra to purchase, during the Transition Period, benefits similar to those received while an employee. For Dr. DeBoer, represents a cash payment in an amount estimated to allow Dr. DeBoer to purchase, during the Transition Period, benefits similar to those received while an employee. For Messrs. Murphy, Bhatia and Sadana, represents matching contributions under our 401(k) Plan and the cost of COBRA premiums at the benefit level in effect at the time of termination, reduced by the employee portion for that benefit level, in each case for the Transition Period. (5)Represents the value resulting from the additional vesting of restricted shares during the Named Executive Officer’s Transition Period. The amount shown is calculated as the number of additional shares that would vest during the Transition Period multiplied by $122.00, our closing stock price on August 28, 2025. (6)Represents the value resulting from the vesting of performance-based restricted awards during the Named Executive Officer’s Transition Period, the banking of performance-based restricted awards in connection with the Named Executive Officer’s termination, and the vesting of banked performance-based awards in connection with the Named Executive Officer’s termination. The amount shown is calculated as the number of additional shares that would vest during the Transition Period based on actual attainment of performance goals through the end of such Transition Period (assuming, for purposes of this disclosure, that this attainment will be at target levels), multiplied by $122.00, our closing stock price on August 28, 2025.
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL For purposes of the Executive Agreement and the Named Executive Officers’ Severance Agreements, a Change in Control is generally defined as a change in the majority of the members of the Board within a specified time period, the acquisition of 35% or more of our outstanding Common Stock, or a reorganization or sale of assets after which the holders of the Company stock before the transaction do not hold a majority of the stock of the surviving entity. Our equity plans, grant agreements, and STI plan have Change in Control provisions, including “double-trigger” vesting provisions in the event of a Change in Control. As a result, if awards are assumed by a successor in connection with a Change in Control, such awards will not automatically vest and pay out solely as a result of the Change in Control. Instead, such awards will only vest if within one year after the effective date of the Change in Control, the participant’s employment is terminated without cause or, in the case of certain participants including our Named Executive Officers, if the participant resigns for good reason. For equity awards, the impact of a Change in Control differs for outstanding time-based and performance-based awards. Outstanding time-based awards would automatically become fully vested or the applicable restrictions would lapse upon occurrence of the double-trigger event. For our Named Executive Officers, upon the occurrence of a double-trigger event, outstanding performance-based awards are treated as if all required performance goals were satisfied at the target level, and the awards vested, on the date of the double-trigger event, except that if applicable performance goals have been exceeded, or the applicable performance period has been completed at the time of a double-trigger event, performance-based awards will be treated as if relevant performance goals were satisfied at the actual level instead of the target level, subject to any applicable caps. Under the STI plan, a Change in Control results in an early payout of awards, to the extent earned. Upon a Change in Control, performance achievement is measured as of the last day of the month preceding the Change in Control. We do not have separate Change in Control agreements for our Named Executive Officers. The severance agreements for Messrs. Mehrotra, Murphy, Bhatia, DeBoer and Sadana provide for transitional benefits for Change in Control separation. Change in Control separation means a qualifying separation from service that occurs on or within 12 months following a Change in Control. In the event of a Change in Control separation, the payments for “Salary,” “Bonus,” and “Cash in Lieu of Benefit” for these Named Executive Officers on a Change in Control separation are paid in a lump sum within 60 days from the date of separation, other than salary severance payable to Dr. DeBoer, which will be payable bi-weekly during the Transition Period, in each case subject to the possibility of a six-month delay that may be required by Section 409A. All outstanding time-based and performance-based awards would become fully vested. The compensation that executive officers could receive if a Change in Control occurs is intended to enable them to objectively evaluate whether a potential Change in Control is in the best interest of us and our shareholders. The following table sets forth the estimated benefits payable to the Named Executive Officers pursuant to Change in Control agreements or provisions, assuming a Change in Control separation occurred on August 28, 2025.
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
| Name | Salary(1) | Bonus(2) | Cash in Lieu of Benefits Payment(3) | Value of Stock Awards(4) | Total | | Sanjay Mehrotra | $2,900,000 | $10,274,990 | $555,972 | $115,700,652 | $129,431,614 | | Mark Murphy | 1,232,250 | 1,067,950 | 102,864 | 38,153,426 | 40,556,490 | | Manish Bhatia | 1,272,000 | 1,144,800 | 102,384 | 40,427,994 | 42,947,178 | | Scott DeBoer | 756,000 | 2,241,767 | 84,531 | 33,019,422 | 36,101,720 | | Sumit Sadana | 1,299,375 | 1,169,438 | 89,160 | 40,780,208 | 43,338,181 |
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
(1)Represents one-and-a-half years of the Named Executive Officer’s salary as of August 28, 2025, except the figure for Mr. Mehrotra, which represents two years of his salary as of August 28, 2025, and the figure for Dr. DeBoer, which represents one year of his salary as of August 28, 2025. (2)Represents the target STI bonus opportunity for Fiscal 2025, except the figure for Mr. Mehrotra, which also includes two times his target annual bonus, subject to the maximum award limit imposed by the STI plan, and the figure for Dr. DeBoer, which includes his actual STI bonus paid for Fiscal 2025 together with a bonus severance payment equal to the actual bonus Dr. DeBoer would earn for Fiscal 2026 (assuming, for purposes of this disclosure, that attainment of the Fiscal 2026 bonus would be at target levels). (3)For Mr. Mehrotra and Dr. DeBoer, represents a cash payment in an amount estimated to allow the Named Executive Officer to purchase 12 months of benefits similar to those received while an employee, except the figure for Mr. Mehrotra, which represents 24 months of such benefits. For Messrs. Murphy, Bhatia and Sadana, represents matching contributions under our 401(k) Plan and the cost of COBRA premiums at the benefit level in effect at the time of termination, reduced by the employee portion for that benefit level, in each case for the 18-month Transition Period. (4)Represents the value of all outstanding time-based and performance-based restricted stock awards vesting in full at target or actual achievement level on August 28, 2025. The amount shown is calculated as the number of shares upon which restrictions would lapse, multiplied by $122.00, the closing price of our Common Stock on August 28, 2025.
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
| EQUITY COMPENSATION PLAN INFORMATION |
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
The following table provides information as of August 28, 2025 regarding shares of Common Stock that may be issued pursuant to our equity compensation plans:
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
| | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | Equity Compensation Plans Approved by Shareholders(2) | 26,192,235 | $45.81 | 54,525,877(3) | | Equity Compensation Plans Not Approved by Shareholders(4) | 40,675 | 43.99 | — | | Totals(5) | 26,232,910 | 44.22 | 54,525,877 |
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
(1)Excludes restricted stock that is issued for no consideration and upon vesting, all restrictions lapse without payment of consideration, and excludes ESPP shares for which the exercise price will not be fixed until the purchase date. (2)Includes shares issuable or available pursuant to our 2004 Equity Incentive Plan (the “2004 Plan”), 2007 Plan, 2025 Plan and Employee Stock Purchase Plan (the “ESPP”). The 2004 Plan and the 2007 Plan provide for a maximum term for options and Stock Appreciation Rights (“SARs”) of eight years. The 2025 Plan provides for a maximum term for options and SARs of ten years. The 2004 Plan, 2007 Plan and 2025 Plan are our only plans that permit granting of awards other than stock options. The 2004 Plan and the 2007 Plan provide that awards other than stock options or SARs reduce the number of available shares under the plan by two shares for each one share covered by the award. In addition, none of our equity plans contain provisions that are commonly known as “liberal share counting provisions” or permit the grant of discounted options or SARs. (3)The 2025 Plan permits granting options and full-value awards. The 2007 Plan was terminated in January 2025 in connection with the approval of the 2025 Plan by shareholders. The 2004 Plan expired in January 2023. (4)Options granted under our Nonstatutory Stock Option Plan (the “NSOP”). Options granted under the NSOP have terms ranging from six to ten years. The exercise price and the vesting schedule of the options granted under this plan are determined by the administrators of the plan or our Board. The NSOP was terminated in January 2025 in connection with the approval of the 2025 Plan by shareholders. Executive officers and directors did not participate in the NSOP. (5)The following table contains further information as to awards outstanding and available for issuance under each of our equity plans as of August 28, 2025:
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
| Equity Plan | (a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | (b) Number of Securities Available for Issuance (Excluding Securities Reflected in Column (a)) | | Plans Approved by Shareholders | | | | 2004 Plan | 329,298(1) | —(3) | | 2007 Plan | 22,851,684(2) | —(4) | | 2025 Plan | 1,018,974(5) | 47,557,072 | | ESPP | 1,992,279 | 6,968,805 | | Approved Plan Total | 26,192,235 | 54,525,877 | | Plans Not Approved by Shareholders | | | | NSOP | 40,675 | —(6) | | Not Approved Plan Total | 40,675 | — | | Grand Total | 26,232,910 | 54,525,877 |
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
(1)Includes 325,577 restricted stock units. (2)Includes 22,849,403 restricted stock units and excludes 791,400 shares of restricted stock. (3)2004 Plan expired in January 2023. (4)The 2007 Plan was terminated in January 2025. (5)Includes 1,018,974 restricted stock units and excluded 2,666 shares of restricted stock. (6)The NSOP was terminated in January 2025.
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
| PAY VERSUS PERFORMANCE |
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
| | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | Company Selected Measure: Non-GAAP Net Income (Loss)(7) (in millions) | | Fiscal Year | Summary Compensation Table for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Company Total Shareholder Return (“TSR”) | Peer Group TSR(5) | Net Income (Loss)(6) (in millions) | | | 2025 | $30,940,146 | $86,570,533 | $11,229,365 | $28,542,495 | $269.61 | $261.97 | $8,539 | $9,470 | | 2024 | 30,060,126 | 72,800,970 | 10,791,271 | 25,984,963 | 210.22 | 225.10 | 778 | 1,472 | | 2023 | 25,276,953 | 42,535,802 | 8,414,800 | 13,652,768 | 153.10 | 164.30 | (5,833) | (4,862) | | 2022 | 28,840,809 | 13,451,732 | 10,446,440 | 4,217,817 | 124.42 | 117.53 | 8,687 | 9,475 | | 2021 | 25,316,709 | 68,023,777 | 7,697,877 | 19,558,088 | 159.70 | 152.68 | 5,861 | 6,976 |
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
(1)Our Principal Executive Officer (“PEO”) for each of the fiscal years shown in the table is Sanjay Mehrotra. Amounts reflect the compensation reported in the “Total” column of the Summary Compensation Table for our PEO for the corresponding fiscal year. (2)Amounts reflect the Compensation Actually Paid (“CAP”) of our PEO, or the average of the CAP of our Non-PEO Named Executive Officers (“Non-PEO NEOs”), for each fiscal year. CAP does not necessarily reflect amounts of compensation actually earned, realized, or received in each fiscal year. Rather, CAP is calculated starting with the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO or Non-PEO NEOs, as applicable, for each fiscal year (and averaged for our Non-PEO NEOs), as adjusted in accordance with the requirements of Item 402(v) of Regulation S-K. The following adjustments were made to the amount of compensation reported in the “Total” column of the Summary Compensation Table for our PEO and the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs:
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
| | PEO | | | | | | | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table Total | $30,940,146 | $30,060,126 | $25,276,953 | $28,840,809 | $25,316,709 | | - grant date fair value of awards granted in fiscal year | (25,360,029) | (23,749,623) | (23,750,005) | (23,499,965) | (18,499,995) | | + fair value of outstanding and unvested awards at fiscal year end that were granted in fiscal year | 29,861,929 | 32,900,545 | 30,945,387 | 19,866,074 | 26,043,233 | | +/- change, from prior fiscal year end, in fair value of awards granted in any prior fiscal year outstanding and unvested | 44,943,028 | 34,000,647 | 8,473,475 | (9,033,074) | 26,370,283 | | + fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | — | | +/- change, from prior fiscal year end, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year | 5,537,339 | (761,787) | 1,168,408 | (3,060,411) | 8,793,547 | | - fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year | — | — | — | — | — | | + value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | 648,120 | 351,062 | 421,584 | 338,299 | — | | Total Equity Award Adjustments | 55,630,387 | 42,740,844 | 17,258,849 | (15,389,077) | 42,707,068 | | Compensation Actually Paid | $86,570,533 | $72,800,970 | $42,535,802 | $13,451,732 | $68,023,777 |
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
| | Average Non-PEO NEOs | | | | | | | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Summary Compensation Table Total | $11,229,365 | $10,791,271 | $8,414,800 | $10,446,440 | $7,697,877 | | - grant date fair value of awards granted in fiscal year | (9,062,458) | (8,437,350) | (7,750,012) | (7,771,995) | (5,624,972) | | + fair value of outstanding and unvested awards at fiscal year end that were granted in fiscal year | 10,594,929 | 11,658,872 | 10,097,981 | 5,492,754 | 7,918,513 | | +/- change, from prior fiscal year end, in fair value of awards granted in any prior fiscal year outstanding and unvested | 13,802,433 | 11,856,045 | 2,455,380 | (2,077,206) | 8,310,020 | | + fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | — | | +/- change, from prior fiscal year end, in fair value at vesting date of any awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at end of or during fiscal year | 1,752,176 | 15,055 | 309,198 | (761,113) | 1,256,650 | | - fair value at end of prior fiscal year of any awards granted in any prior fiscal year that failed to meet applicable vesting conditions during fiscal year | — | — | — | (1,170,912) | — | | + value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | 226,050 | 101,070 | 125,421 | 59,849 | — | | Total Equity Award Adjustments | 17,313,130 | 15,193,692 | 5,237,968 | (6,228,623) | 11,860,211 | | Compensation Actually Paid | $28,542,495 | $25,984,963 | $13,652,768 | $4,217,817 | $19,558,088 |
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
(3)Amounts reflect the average of the amounts of compensation reported in the “Total” column of the Summary Compensation Table for our Non-PEO NEOs for the corresponding fiscal year. Our Non-PEO NEOs for each of the fiscal years shown in the Pay Versus Performance Table are:
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
| 2025: | M. Murphy, M. Bhatia, S. DeBoer, and S. Sadana | | 2024: | M. Murphy, M. Bhatia, S. DeBoer, and S. Sadana | | 2023: | M. Murphy, M. Bhatia, S. DeBoer, and S. Sadana | | 2022: | M. Murphy, M. Bhatia, M. Bokan, S. DeBoer, S. Sadana, and D. Zinsner (former Chief Financial Officer) | | 2021: | M. Bhatia, S. DeBoer, S. Sadana, and D. Zinsner |
POTENTIAL PAYMENT UPON TERMINATION WITH CHANGE IN CONTROL
(4)The total shareholder return, or TSR, of each of the Company and the Peer Group is calculated by assuming that an investment of $100 is made in our common stock and in the Peer Group, respectively, starting from the market close on September 3, 2020, which is the last trading day before the earliest fiscal year shown. Total shareholder return includes reinvestment of dividends into shares of common stock of the applicable company. Historical stock performance is not necessarily indicative of future stock performance. Disclosure of the TSRs is required by Item 402(v) of Regulation S-K and is not intended to forecast or be indicative of possible future performance of our common stock or the Peer Group. (5)The Peer Group is based on the Philadelphia Semiconductor Index, one of the indices identified in the Stock Price Performance Graph included in our Annual Report on Form 10-K for Fiscal 2025. (6)Amounts reflect the Company’s net income as reflected in the audited financial statements for each covered fiscal year. (7)Amounts reflect the Company’s non-GAAP net income (loss) which is the audited net income (loss) plus adjustments for stock-based compensation, restructure and asset impairments, goodwill impairment, gains and losses from settlements and patent license charges, gains and losses on debt repurchases and conversions, initial impact of inventory accounting policy change to FIFO and change in inventory cost absorption, and estimated tax effects of the above and other tax adjustments.