DEF 14A of Microsoft Corp, Oct 21, 2025

DEF 14A of Microsoft Corp

Filed Oct 21, 2025 · FY20250001193125-25-245150

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees See Part 1 – Board of Directors and Governance for more information. The following table provides summary information about each of the 12 director nominees. Each director is elected annually by a majority of votes cast. Carlos Rodriguez is not seeking re-election and his Board service will end on the date of the Annual Meeting. Carlos Rodriguez currently serves as the chair of the Compensation Committee and a member of the Audit Committee. The Board has nominated John David Rainey for election as a director. If elected, his term will begin on December 5, 2025.

  2. Our Director Nominees

    | Name Occupation | Age | Director Since | Independent | Other Public Boards | | Reid G. Hoffman Partner, Greylock Partners | 58 | 2017 | Yes | 1 | | Hugh F. Johnston Senior Executive Vice President and CFO, The Walt Disney Company | 64 | 2017 | Yes | 1 | | Teri L. List Former Executive Vice President and CFO, The Gap, Inc. | 62 | 2014 | Yes | 3 | | Catherine MacGregor Group CEO and Director, Engie S.A. | 53 | 2023 | Yes | 1 | | Mark A. L. Mason CFO, Citigroup Inc. | 56 | 2023 | Yes | 0 | | Satya Nadella Chairman and CEO, Microsoft Corporation | 58 | 2014 | No | 0 | | Sandra E. Peterson Lead Independent Director, Microsoft Corporation; Operating Partner, Clayton, Dubilier & Rice, LLC | 66 | 2015 | Yes | 0 | | Penny S. Pritzker Founder and Chairman, PSP Partners, LLC | 66 | 2017 | Yes | 0 | | John David Rainey Executive Vice President and CFO, Walmart Inc. | 55 | New Nominee | Yes | 0 | | Charles W. Scharf CEO, President, and Director, Wells Fargo & Company | 60 | 2014 | Yes | 1 | | John W. Stanton Founder and Chairman, Trilogy Partnerships | 70 | 2014 | Yes | 1 | | Emma N. Walmsley CEO and Director, GSK plc | 56 | 2019 | Yes | 1 |

  3. Our Director Nominees

    | 2 | |

  4. Committee Memberships

    Committee Memberships The following table provides current membership for each Board committee.

  5. Committee Memberships

    | Name | Audit | Compensation | Environmental, Social, and Public Policy | Governance and Nominating | | Reid G. Hoffman | | | Member | | | Hugh F. Johnston | Chair, Financial Expert | | | | | Teri L. List | Financial Expert and Member | | | Member | | Catherine MacGregor | | Member | Member | | | Mark A. L. Mason | | | | Member | | Satya Nadella | | | | | | Sandra E. Peterson | | Member | | Chair | | Penny S. Pritzker | | | Chair | | | Carlos A. Rodriguez* | Financial Expert and Member | Chair | | | | Charles W. Scharf | | Member | | Member | | John W. Stanton | Member | | Member | | | Emma N. Walmsley | | Member | Member | |

  6. Committee Memberships

    | * Mr. Rodriguez is not seeking re-election at the 2025 Annual Meeting. The Board will consider appointments for Mr. Rainey if he is elected to the Board. |

  7. Board Committees

    Board Committees To support effective corporate governance, our Board delegates certain responsibilities to its committees, who report on their activities to the Board. These committees have the authority to engage legal counsel or other advisors or consultants as they deem appropriate to carry out their responsibilities. Our Board has four standing committees: an Audit Committee, a Compensation Committee, an Environmental , Social, and Public Policy Committee, and a Governance and Nominating Committee.

  8. Board Committees

    | 12 | |

  9. Board Committees

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  10. Board Committees

    The table below provides current membership for each Board committee, followed by a summary of each committee’s responsibilities. Each committee has a charter describing its specific responsibilities which can be found on our website at aka.ms/boardcommittees.

  11. Board Committees

    | Director | Audit | Compensation | Environmental, Social, and Public Policy | Governance and Nominating | | Reid G. Hoffman | | | Member | | | Hugh F. Johnston | Chair, Financial Expert | | | | | Teri L. List | Financial Expert and Member | | | Member | | Catherine MacGregor | | Member | Member | | | Mark A. L. Mason | | | | Member | | Satya Nadella | | | | | | Sandra E. Peterson | | Member | | Chair | | Penny S. Pritzker | | | Chair | | | Carlos A. Rodriguez* | Financial Expert and Member | Chair | | | | Charles W. Scharf | | Member | | Member | | John W. Stanton | Member | | Member | | | Emma N. Walmsley | | Member | Member | | | Number of meetings in fiscal year 2025 | 8 | 5 | 4 | 4 |

  12. Board Committees

    | * Mr. Rodriguez is not seeking re-election at the 2025 Annual Meeting. John David Rainey is nominated for election to the Board at the Annual Meeting. The Board will consider committee appointments for Mr. Rainey if he is elected to the Board. |

  13. Our Director Nominees

    Our Director Nominees Following are biographies for the 12 directors nominated by the Board for election during the 2025 Annual Meeting.

  14. Our Director Nominees

    | | Reid G. Hoffman | | | Age: 58 | Director since: 2017 | Birthplace: United States | Independent |

  15. Our Director Nominees

    | Experience: Greylock Partners (2009-present) (venture capital firm) • Partner (2023-present) • General Partner (2009-2023) Reinvent Capital (2019-present) • Advisory Partner (2019-present) LinkedIn Corporation (2003-2016) • Co-founder and Chairman (2003-2016) • Executive Chairman (2009) • Chief Executive Officer (2003-2007 and 2008-2009) • President, Products (2007-2008) PayPal Holdings, Inc. (2000-2002) • Executive Vice President (2000-2002) | Microsoft Committees: • Environmental, Social, and Public Policy Other Public Company Directorships: • Aurora Innovation, Inc. Former Public Company Directorships Held in the Past Five Years: • Joby Aviation, Inc. • Reinvent Technology Partners Z |

  16. Our Director Nominees

    | | Hugh F. Johnston | | | Age: 64 | Director since: 2017 | Birthplace: United States | Independent |

  17. Our Director Nominees

    | Experience: The Walt Disney Company (2023-present) (media and entertainment) • Senior Executive Vice President and Chief Financial Officer (2023-present) PepsiCo, Inc. (1987-1999 and 2002-2023) • Vice Chairman (2015-2023) • Executive Vice President and Chief Financial Officer (2010-2023) • Executive Vice President, Global Operations (2009-2010) • President, Pepsi-Cola North America (2007-2009) • Various positions of increasing authority (1987-1999 and 2002-2007) Merck & Co., Inc. (1999-2002) • Vice President, Retail Marketing, Merck-Medco Managed Care LLC (1999-2002) | Microsoft Committees: • Audit (Chair) Other Public Company Directorships: • HCA Healthcare, Inc. Former Public Company Directorships Held in the Past Five Years: • None |

  18. Our Director Nominees

    | | Board Diversity | | Financial | | Global Business | | Leadership | | Mergers and Acquisitions | | Sales and Marketing | | Technology |

  19. Our Director Nominees

    | 18 | |

  20. Our Director Nominees

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  21. Our Director Nominees

    | | Teri L. List | | | Age: 62 | Director since: 2014 | Birthplace: United States | Independent |

  22. Our Director Nominees

    | Experience: The Gap, Inc. (2016-2020) (clothing and accessories retailer) • Executive Vice President and Chief Financial Officer (2016-2020) Dick’s Sporting Goods, Inc. (2015-2016) • Executive Vice President and Chief Financial Officer (2015-2016) Kraft Foods Group, Inc. (2013-2015) • Senior Advisor (2015) • Executive Vice President and Chief Financial Officer (2013-2015) • Senior Vice President (2013) The Procter & Gamble Company (1994-2013) • Senior Vice President and Treasurer (2009-2013) • Various positions of increasing authority (1994-2009) | Microsoft Committees: • Audit • Governance and Nominating Other Public Company Directorships: • Danaher Corporation • lululemon athletica inc. • Visa Inc. Former Public Company Directorships Held in the Past Five Years: • DoubleVerify Holdings, Inc. • Oscar Health, Inc. Other Positions: • Former Trustee, Financial Accounting Foundation • Former Practice Fellow, Financial Accounting Standards Board |

  23. Our Director Nominees

    | | Catherine MacGregor | | | Age: 53 | Director Since: 2023 | Birthplace: Morocco | Independent |

  24. Our Director Nominees

    | Experience: Engie S.A. (2021-present) (energy company) • Group Chief Executive Officer and Director (2021-present) TechnipFMC plc (2019-2020) • President, Technip Energies (2019-2020) Schlumberger N.V. (1995-2018) • President, Drilling Group (London) (2017) • President, Reservoir Characterization Group (France) (2016) • President, Europe & Africa, La Defense (France) (2013) • President, Wireline, Schlumberger Wireline (France) (2009) • Group Human Resource Director (France) (2007) • Various positions of increasing authority (Congo, UK, Malaysia, US, and France) (1995-2007) | Microsoft Committees: • Compensation • Environmental, Social, and Public Policy Other Public Company Directorships: • Engie S.A. Former Public Company Directorships Held in the Past Five Years: • None |

  25. Our Director Nominees

    | 2025 PROXY STATEMENT | 19 |

  26. Our Director Nominees

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  27. Our Director Nominees

    | | Mark A. L. Mason | | | Age: 56 | Director Since: 2023 | Birthplace: United States | Independent |

  28. Our Director Nominees

    | Experience: Citigroup Inc. (2001-present) (banking and financial services company) • Chief Financial Officer (2019-present) • Chief Financial Officer, Institutional Clients Group (2014) • Chief Executive Officer, Citi Private Bank (2013) • Chief Executive Officer, Citi Holdings (2012) • Chief Operating Officer, Citi Holdings (2009) • Chief Financial Officer and Head of Strategy and M&A, Global Wealth Management (2006) • Various positions of increasing authority (2001-2006) | Microsoft Committees: • Governance and Nominating Other Public Company Directorships: • None Former Public Company Directorships Held in the Past Five Years: • None |

  29. Our Director Nominees

    | | Satya Nadella | | | Age: 58 | Director Since: 2014 | Birthplace: India |

  30. Our Director Nominees

    | Experience: Microsoft Corporation (1992-present) • Chairman and Chief Executive Officer (2021-present) • Chief Executive Officer and Director (2014-2021) • Executive Vice President, Cloud and Enterprise (2013-2014) • President, Server and Tools (2011-2013) • Senior Vice President, Online Services Division (2009-2011) • Senior Vice President, Search, Portal, and Advertising (2008-2009) • Various positions of increasing authority (1992-2008) | Microsoft Committees: • None Other Public Company Directorships: • None Former Public Company Directorships Held in the Past Five Years: • Starbucks Corporation |

  31. Our Director Nominees

    | | Board Diversity | | Financial | | Global Business | | Leadership | | Mergers and Acquisitions | | Sales and Marketing | | Technology |

  32. Our Director Nominees

    | 20 | |

  33. Our Director Nominees

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  34. Our Director Nominees

    | | Sandra E. Peterson | | | Age: 66 | Director Since: 2015 | Birthplace: United States | Independent |

  35. Our Director Nominees

    | Experience: Microsoft Corporation (2015-present) • Lead Independent Director (2023-present) Clayton, Dubilier & Rice, LLC (2019-present) (investment firm) • Operating Partner (2019-present) Johnson & Johnson (2012-2018) • Group Worldwide Chair and member of the Executive Committee (2012-2018) Bayer CropScience AG (2010-2012) • Chief Executive Officer and Chairman of the Board of Management (2010-2012) • Member of Board of Management (2010) Bayer HealthCare LLC (2005-2010) • Executive Vice President and President, Medical Care (2009-2010) • President, Diabetes Care Division (2005-2009) Medco Health Solutions, Inc. (1999-2004) • Group President of Government (2003-2004) • Senior Vice President, Health Businesses, Merck-Medco Managed Care LLC (2001-2003) • Senior Vice President, Marketing and Strategy, Merck-Medco Managed Care LLC (1999-2001) | Microsoft Committees: • Compensation • Governance and Nominating (Chair) Other Public Company Directorships: • None Former Public Company Directorships Held in the Past Five Years: • Covetrus, Inc. • Zymergen, Inc. |

  36. Our Director Nominees

    | | Penny S. Pritzker | | | Age: 66 | Director Since: 2017 | Birthplace: United States | Independent |

  37. Our Director Nominees

    | Experience: United States Secretary of Commerce (2013-2017) PSP Partners, LLC (present) (private investment firm) • Founder and Chairman (present) Pritzker Realty Group (present) • Co-founder and Chairman (present) Inspired Capital Partners (present) • Co-founder and Chairman (present) Artemis Real Estate Partners (2009-2013; 2017-2025) • Co-founder (2009-2013; 2017-2025) The Parking Spot (1998-2011) • Co-founder and Chairman (1998-2011) Vi Senior Living (1987-2011) • Founder and Chairman (1987-2011) | Microsoft Committees: • Environmental, Social, and Public Policy (Chair) Other Public Company Directorships: • None Former Public Company Directorships Held in the Past Five Years: • None Other Positions: • Co-founder, Pritzker Traubert Foundation |

  38. Our Director Nominees

    | 2025 PROXY STATEMENT | 21 |

  39. Our Director Nominees

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  40. Our Director Nominees

    | | John David Rainey | | | Age: 55 | Director Since: New Nominee | Birthplace: United States | Independent |

  41. Our Director Nominees

    | Experience: Walmart Inc. (2022-present) (retail company) • Executive Vice President and Chief Financial Officer (2022-present) PayPal Holdings, Inc. (2015-2022) • Chief Financial Officer and Executive Vice President, Global Customer Operations (2015-2022) United Airlines, Inc. (2010-2015) • Executive Vice President and Chief Financial Officer (2012-2015) • Senior Vice President of Financial Planning and Analysis (2010-2012) | Microsoft Committees: • Appointment will be made after election Other Public Company Directorships: • None Former Public Company Directorships Held in the Past Five Years: • Nasdaq, Inc. |

  42. Our Director Nominees

    | | Charles W. Scharf | | | Age: 60 | Director Since: 2014 | Birthplace: United States | Independent |

  43. Our Director Nominees

    | Experience: Wells Fargo & Company (2019-present) (banking and financial services company) • Chief Executive Officer, President, and Director (2019-present) The Bank of New York Mellon Corporation (2017-2019) • Chairman and Chief Executive Officer (2018-2019) • Chief Executive Officer and Director (2017) Visa Inc. (2012-2016) • Chief Executive Officer and Director (2012-2016) JPMorgan Chase & Co. (2004-2012) • Managing Director, One Equity Partners, private investment arm (2011-2012) • Chief Executive Officer of Retail Financial Services (2004-2011) Bank One Corporation (2000-2004) • Chief Executive Officer of the Retail Division (2002-2004) • Chief Financial Officer (2000-2002) Citigroup Inc. (1999-2000) • Chief Financial Officer of the Global Corporate and Investment Bank Division (1999-2000) | Microsoft Committees: • Compensation • Governance and Nominating Other Public Company Directorships: • Wells Fargo & Company Former Public Company Directorships Held in the Past Five Years: • None |

  44. Our Director Nominees

    | | Board Diversity | | Financial | | Global Business | | Leadership | | Mergers and Acquisitions | | Sales and Marketing | | Technology |

  45. Our Director Nominees

    | 22 | |

  46. Our Director Nominees

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  47. Our Director Nominees

    | | John W. Stanton | | | Age: 70 | Director Since: 2014 | Birthplace: United States | Independent |

  48. Our Director Nominees

    | Experience: Trilogy Partnerships (2005-present) (investment company) • Founder and Chairman (2005-present) Clearwire Corp. (2008-2013) • Chairman of the Board (2011-2013) • Interim Chief Executive Officer (2011) • Board member (2008-2011) Western Wireless Corporation (1992-2005) • Founder, Chief Executive Officer, and Chairman (1992-2005) VoiceStream Wireless Corporation (1995-2003) • Chief Executive Officer and Chairman (1995-2003) | Microsoft Committees: • Audit • Environmental, Social, and Public Policy Other Public Company Directorships: • Costco Wholesale Corporation Former Public Company Directorships Held in the Past Five Years: • Trilogy International Partners, Inc. Other Positions: • Chairman, First Avenue Entertainment LLLP, owner of Seattle Mariners (2016-present) |

  49. Our Director Nominees

    | | Emma N. Walmsley | | | Age: 56 | Director Since: 2019 | Birthplace: United Kingdom | Independent |

  50. Our Director Nominees

    | Experience: GSK plc (2010-present) (healthcare company) • Chief Executive Officer and Director (2017-present) • Chief Executive Officer, Consumer Healthcare (2015-2016) • President, Consumer Healthcare (2012-2015) • President, Consumer Healthcare Europe (2010-2012) L’Oreal, S.A. (1994-2010) • General Manager, Consumer Products, China (2007-2010) • Global Brand Head, Maybelline, USA (2002-2007) • UK General Manager, Garnier/Maybelline (1999-2002) • Various positions of increasing authority (1994-1999) | Microsoft Committees: • Compensation • Environmental, Social, and Public Policy Other Public Company Directorships: • GSK plc Former Public Company Directorships Held in the Past Five Years: • None |

  51. Our Director Nominees

    | 2025 PROXY STATEMENT | 23 |

  52. Our Director Nominees

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  53. Director Compensation

    Director Compensation The Compensation Committee periodically reviews the regular annual retainer paid to non-employee directors and makes recommendations for adjustments, as appropriate, to the full Board. Our objective for compensation to non-employee directors is to award the majority of compensation in equity to further align the interests of our Board with those of our shareholders and to make meaningful adjustments every few years, rather than smaller adjustments that are more frequent. In fiscal year 2025, we increased the annual base retainer and the Lead Independent Director retainer for the first time since fiscal year 2022, as shown below. Our CEO, Mr. Nadella does not receive pay for serving as a director or as Board Chairman.

  54. Director Compensation

    | Fiscal Year 2025 Compensation Structure for Non-Employee Directors through December 9, 2024 | | | Regular Retainers | | | Annual Base Retainer (TOTAL) | $360,000 | | Cash | $125,000 | | Stock Award | $235,000 | | Committee Retainers (cash except stock award for Governance and Nominating Committee) | | | Annual Audit Committee Chair Retainer | $45,000 | | Annual Audit Committee Non-Chair Member Retainer | $15,000 | | Annual Compensation Committee Chair Retainer | $35,000 | | Annual Environmental, Social, and Public Policy Committee Chair Retainer | $25,000 | | Annual Governance and Nominating Committee Chair Retainer | $25,000 | | Lead Independent Director Retainer (stock award in addition to other retainers) | $40,000 |

  55. Director Compensation

    | Fiscal Year 2025 Compensation Structure for Non-Employee Directors from December 10, 2024 | | | Regular Retainers | | | Annual Base Retainer (TOTAL) | $375,000 | | Cash | $125,000 | | Stock Award | $250,000 | | Committee Retainers (cash except stock award for Governance and Nominating Committee) | | | Annual Audit Committee Chair Retainer | $45,000 | | Annual Audit Committee Non-Chair Member Retainer | $15,000 | | Annual Compensation Committee Chair Retainer | $35,000 | | Annual Environmental, Social, and Public Policy Committee Chair Retainer | $25,000 | | Annual Governance and Nominating Committee Chair Retainer | $25,000 | | Lead Independent Director Retainer (stock award in addition to other retainers) | $60,000 |

  56. Director Compensation

    The Company reimburses reasonable expenses incurred for Board-related activities. Directors may participate in our corporate matching gift program for charitable donations. Director retainers are paid quarterly in arrears. Quarterly periods are measured beginning with the annual shareholders meeting. For the first quarterly period following the annual shareholders meeting, we pay 25% of the total annual retainer to each director on the last trading day in January. For the remaining quarterly periods, we pay 25% of the total annual retainer to each director at the end of the quarterly period. The number of shares awarded each quarterly period is determined by dividing the dollar value of the stock award by the market price of our common stock as of the last business day of the period. Retainers are pro-rated for directors who join or leave the Board or have a change in Board role during a quarterly period. Directors may elect to defer and convert to deferred stock awards all or part of their annual cash retainer, and to defer receipt of all or part of their annual stock awards retainer under the Deferred Compensation Plan for Non-Employee Directors. Amounts deferred are maintained in bookkeeping accounts that are deemed invested in Microsoft common stock, and dividends paid on deemed investments are also deemed to be invested in our common stock. We calculate the number of shares credited by dividing the amount deferred by the closing market price of our common stock on the originally scheduled payment date. Accounts in the plan are distributed in shares of Microsoft common stock, with payments either in installments beginning on separation from Board service or in a lump sum paid no later than the fifth anniversary after separation from Board service.

  57. Director Compensation

    | 26 | |

  58. Director Compensation

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  59. Director Compensation

    Director Compensation This table describes the cash and stock award portions of the annual retainer paid to each non-employee director who served in fiscal year 2025. Mr. Nadella received no compensation as a director or Board Chairman. He is excluded from the table because we fully describe his compensation in Part 2 – Named Executive Officer Compensation.

  60. Director Compensation

    | Name | Fees Earned or Paid in Cash¹ ($) | Stock Awards² ($) | All Other Compensation(3) ($) | Total ($) | | Reid G. Hoffman(4) | 125,000 | 242,500 | 0 | 367,500 | | Hugh F. Johnston(5) | 170,000 | 242,500 | 0 | 412,500 | | Teri L. List | 140,000 | 242,500 | 15,000 | 397,500 | | Catherine MacGregor(6) | 125,000 | 242,500 | 0 | 367,500 | | Mark A. L. Mason | 125,000 | 242,500 | 0 | 367,500 | | Sandra E. Peterson(7) | 125,000 | 317,500 | 15,000 | 457,500 | | Penny S. Pritzker(8) | 150,000 | 242,500 | 0 | 392,500 | | Carlos A. Rodriguez(9) | 175,000 | 242,500 | 0 | 417,500 | | Charles W. Scharf | 125,000 | 242,500 | 0 | 367,500 | | John W. Stanton | 140,000 | 242,500 | 15,000 | 397,500 | | Emma N. Walmsley(10) | 125,000 | 242,500 | 0 | 367,500 |

  61. Director Compensation

    | (1) The value of fractional shares under stock awards that are paid in cash are reported in the Stock Awards column. |

  62. Director Compensation

    | (2) The aggregate award value in the “Stock Awards” column for each director represents four quarterly awards. The first two quarters representing a grant date fair value under FASB ASC Topic 718 of $58,750 and $62,500 for the final two quarters, with exceptions as follows: As lead independent director, Ms. Peterson received awards with a grant date fair value under FASB ASC Topic 718 of $75,000 for the first two quarters and $83,750 for the final two quarters. |

  63. Director Compensation

    | (3) Amounts in this column represent matching charitable contributions under our corporate giving program in fiscal year 2025, which matches director gifts up to $15,000 per calendar year. |

  64. Director Compensation

    | (4) Mr. Hoffman elected to defer his cash and stock compensation. The compensation deferred converted into 849 shares of our common stock. |

  65. Director Compensation

    | (5) Mr. Johnston elected to defer his cash and stock compensation. The compensation deferred converted into 953 shares of our common stock. |

  66. Director Compensation

    | (6) Ms. MacGregor elected to defer her cash and stock compensation. The compensation deferred converted into 849 shares of our common stock. |

  67. Director Compensation

    | (7) Ms. Peterson elected to defer her cash and stock compensation. The compensation deferred converted into 1,023 shares of our common stock. |

  68. Director Compensation

    | (8) Ms. Pritzker elected to defer her cash and stock compensation. The compensation deferred converted into 906 shares of our common stock. |

  69. Director Compensation

    | (9) Mr. Rodriguez elected to defer his cash and stock compensation. The compensation deferred converted into 964 shares of our common stock. |

  70. Director Compensation

    | (10) Ms. Walmsley elected to defer her stock compensation. The compensation deferred converted into 559 shares of our common stock. |

  71. Lead Independent Director Compensation

    Lead Independent Director Compensation In March 2023, the independent directors elected Sandra Peterson as Lead Independent Director. The Lead Independent Director Retainer reflects the additional time commitment for the Lead Independent Director role given the unique responsibilities of the Lead Independent Director detailed in Part 1 of this Proxy Statement on page 10.

  72. Lead Independent Director Compensation

    | 2025 PROXY STATEMENT | 27 |

  73. Lead Independent Director Compensation

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  74. Executive Compensation Philosophy

    | • | Grants equity awards with multi-year vesting or performance requirements to maintain long-term alignment with shareholders |

  75. Compensation Best Practices

    | What We Do | What We Don’t Do | | • Maintain a robust stock ownership policy that reinforces the alignment of executive officer and shareholder interests (including requiring stock ownership of 15x base salary for our CEO) • Have an executive compensation recovery (“clawback”) policy that allows for recoupment in the event of a restatement or misconduct to ensure accountability • Promote long-term focus through multi-year vesting and performance requirements • Use a combination of absolute and relative performance measures • Prohibit pledging, hedging, and trading in derivatives of Microsoft securities • Retain an independent compensation consultant • Solicit investor feedback on our compensation program and potential enhancements through an extensive shareholder engagement program • Annual assessment of compensation-related risks • Settle all long-term incentives in Microsoft stock | • No extraordinary perquisites • No “golden parachute” tax gross-ups • No employment agreements • No change in control payments or benefits • No executive-only pension or supplemental executive retirement plans • No guaranteed bonuses, compensation increases, or multi-year equity grants • No dividends paid on unvested stock awards • No encouragement of unnecessary and excessive risk taking |

  76. Competitive Pay

    Competitive Pay We compete for senior executive talent with global information technology companies, large market capitalization U.S. companies, and smaller, high-growth technology businesses, depending on the role. The current technology labor market is hyper-competitive with demand growing faster than the supply of specialized technical talent, resulting in significant increases in compensation at many of the companies with which we compete for this talent. The same competitive conditions exist in the market for executive-level talent that can provide innovative leadership in a rapidly evolving AI environment while managing at a global scale across several complex businesses. We expect these trends to continue and will work to ensure our approach to executive compensation is responsive to evolving market conditions.

  77. Competitive Pay

    | 34 | |

  78. Competitive Pay

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  79. Approach to Compensation Benchmarking

    Approach to Compensation Benchmarking To ensure that our Board and Compensation Committee have current information to set appropriate compensation levels, we conduct an executive compensation market analysis each year that draws from third-party compensation surveys and publicly available data for a group of peer companies. We supplement this analysis with additional market information specific to each executive’s role and responsibilities, including information gleaned from our experience recruiting for executive positions at Microsoft. While this market analysis and supplemental data inform the decisions of the independent members of our Board and our Compensation Committee on the range of compensation opportunities, we do not tie Named Executive compensation to specific market percentiles. Further, because other companies actively recruit our executives to fill CEO and other senior leadership positions, we supplement market information with data on external opportunities potentially available to our executives. We also consider the relationship of annual target compensation among internal peers. In setting our fiscal year 2025 compensation program design and compensation levels applicable to Named Executives, we considered pay practices at the largest technology and general industry companies. The Compensation Committee believes these companies’ executives have comparably complex roles and responsibilities. Even so, our scale is multiple times larger than our median peer as shown in the charts below.

  80. Peer Group Used for Fiscal Year 2025 Pay Analysis

    Peer Group Used for Fiscal Year 2025 Pay Analysis For fiscal year 2025, the Compensation Committee reviewed the evolution of our business against our historical peer group, and as a result approved the use of two peer groups to better reflect the differentiated business, talent and, in some cases, pay models, across sectors:

  81. Peer Group Used for Fiscal Year 2025 Pay Analysis

    | • | Primary Peer Group of bellwether technology companies, which reflect Microsoft’s more direct competitors for executive talent |

  82. Peer Group Used for Fiscal Year 2025 Pay Analysis

    | • | Secondary Peer Group of “large cap” general industry companies, which reflect the complexities of operating large, global, innovative businesses and Microsoft’s broader competition for executive talent |

  83. Peer Group Used for Fiscal Year 2025 Pay Analysis

    The companies in the fiscal year 2025 peer groups are:

  84. Primary Peer Group – Technology

    Primary Peer Group – Technology

  85. Primary Peer Group – Technology

    | Adobe Alphabet | Amazon Apple | Broadcom Cisco Systems | IBM Intel | Meta Nvidia | Oracle Qualcomm | Salesforce |

  86. Secondary Peer Group – General Industry

    Secondary Peer Group – General Industry

  87. Secondary Peer Group – General Industry

    | Accenture AT&T | Comcast Johnson & Johnson | Merck Netflix | Pfizer Procter & Gamble | Tesla Verizon | Walt Disney |

  88. Secondary Peer Group – General Industry

    Microsoft is meaningfully larger than almost every company in both peer groups in terms of market capitalization and revenue. Our significant size, scale, and growth is a material factor when we set executive pay. The following charts show Microsoft’s position within the combined peer groups on the two screening criteria and the degree to which Microsoft is larger than the median peer. Dollar values are presented in billions as of August 1, 2025, with annual revenue based on the most recent publicly reported fiscal year-end.

  89. Secondary Peer Group – General Industry

    | 2025 PROXY STATEMENT | 35 |

  90. Secondary Peer Group – General Industry

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  91. Performance-Based Pay and Goal Setting

    | • | 70% of our CEO’s annual cash incentive was tied to achieving pre-established financial metric targets (50% for our other Named Executives) |

  92. Performance-Based Pay and Goal Setting

    | • | Management and our Compensation Committee discussed in detail the metrics that determine performance stock awards to ensure they are leading indicators that will drive long-term performance and value creation. The Committee establishes rigorous goals for each metric that require significant year-over-year improvement in order for target awards to be earned |

  93. Performance-Based Pay and Goal Setting

    | • | Performance stock awards include a relative TSR modifier to strengthen the alignment of the interests of our Named Executives with the long-term interests of our shareholders; in order for the TSR modifier to affect the performance stock awards positively, our relative TSR must be above the 60th percentile of the S&P 500 |

  94. Performance-Based Pay and Goal Setting

    Our Compensation Committee sets cash incentive and performance stock award (“PSA”) metric targets, after review and engagement by the Board, for internal budgeting purposes. These targets are intended to be challenging but achievable. Our Compensation Committee then determines thresholds, maximums, and interim payout levels after considering historical data, upside/downside scenarios, sensitivity analysis, and year-over-year growth comparisons, to ensure rigorous alignment of payouts to performance. We set thresholds that we believe are reasonably achievable and maximums that we believe can be reached only with exceptional performance. Our Compensation Committee actively reviews the appropriateness of payout thresholds and maximums for each metric. Our Compensation Committee focuses on ensuring that our challenging goals, when achieved, will result in long-term shareholder value creation and, historically, our performance against these challenging goals has led to substantial returns to our shareholders.

  95. Annual Cash Incentives

    Annual Cash Incentives Cash incentives are determined in two performance categories for our CEO and other NEOs, as follows:

  96. Annual Cash Incentives

    | * “Incentive Plan Revenue” and “Incentive Plan Operating Income” are non-GAAP financial measures defined on page 41. |

  97. Equity Compensation

    Equity Compensation Under the Incentive Plan, each year, our Named Executives receive PSAs and our Named Executives, other than Mr. Nadella, receive SAs.

  98. Performance Stock Awards

    Performance Stock Awards PSAs are designed to encourage our executives to achieve rigorous, growth-oriented goals in key performance metrics to drive long-term performance and value creation. Due to the dynamic nature of our business and the specificity of the performance metrics that are chosen under our PSA program, we believe that measuring performance annually over our three-year performance period and modifying the actual awards eligible to be earned based on our three-year relative TSR provides the most accurate and holistic assessment of Microsoft’s long-term trajectory and performance achievements.

  99. Performance Stock Awards

    | 38 | |

  100. Performance Stock Awards

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  101. Fiscal Year 2025 Performance Stock Award Metrics and Weights

    Fiscal Year 2025 Performance Stock Award Metrics and Weights For fiscal year 2025, we updated our PSA core metrics to further align with our key long term strategic priorities. Given the focus and investments in our Consumer business, we expanded Search and News Advertising Revenue (ex TAC) Growth to Consumer Services Revenue Growth, which includes revenue from all consumer areas with the exception of Xbox, device licensing, and devices. We also removed LinkedIn Sessions, as a portion of LinkedIn revenue is represented in both the Microsoft Cloud Revenue Growth, excluding Azure and Other Cloud Services, and Consumer Services Revenue Growth metrics.

  102. Fiscal Year 2025 Performance Stock Award Metrics and Weights

    | FY24 PSA Metrics | Weights | | Azure and Other Cloud Services Revenue Growth | 35% | | Microsoft Cloud Revenue Growth, excluding Azure and Other Cloud Services | 35% | | Search and News Advertising Revenue (ex TAC) Growth | 10% | | Xbox Content and Services Revenue Growth | 10% | | LinkedIn Sessions | 10% |

  103. Fiscal Year 2025 Performance Stock Award Metrics and Weights

    | FY25 PSA Metrics | Weights | | Azure and Other Cloud Services Revenue Growth | 35% | | Microsoft Cloud Revenue Growth, excluding Azure and Other Cloud Services | 35% | | Consumer Services Revenue Growth | 15% | | Xbox Content and Services Revenue Growth | 15% |

  104. Fiscal Year 2025 Performance Stock Award Metrics and Weights

    Targets for the PSA metrics are set at the target levels established under Microsoft’s fiscal year business plan and are intended to be difficult but attainable, and additional information about our goal-setting process is on page 36. All PSA metric goals required year-over-year growth in order for the target to be achieved. Additional details regarding the metrics and weights used for fiscal year 2025 are in the table below.

  105. Fiscal Year 2025 PSA Metric Descriptions

    | Performance Metrics | Description | Weights | | Azure and Other Cloud Services Revenue Growth | Revenue from Azure and other cloud services, including cloud and AI consumption-based services, GitHub cloud services, Nuance Healthcare cloud services, virtual desktop offerings, and other cloud services | 35% | | Microsoft Cloud Revenue Growth, excluding Azure and Other Cloud Services | Revenue from Microsoft 365 Commercial Cloud, the commercial portion of LinkedIn, and Dynamics 365 | 35% | | Consumer Services Revenue Growth | Revenue from all consumer areas, excluding Xbox, device licensing, and devices | 15% | | Xbox Content and Services Revenue Growth | Revenue from Xbox content and services, comprising first- and third-party content (including games and in-game content), Xbox Game Pass and other subscriptions, Xbox Cloud Gaming, advertising, and other cloud services | 15% |

  106. Fiscal Year 2025 PSA Metric Descriptions

    | 3-year Relative TSR Ranking(1) | Modifier | | 20th Percentile & Below | 75.00% | | 30th Percentile | 87.50% | | 40th to 60th Percentile | 100.00% | | 70th Percentile | 125.00% | | 80th Percentile & Above | 150.00% |

  107. Fiscal Year 2025 PSA Metric Descriptions

    | (1) Relative TSR percentile ranking as compared to the S&P 500 results in the above payout modifiers with linear interpolation applied between respective amounts. |

  108. Stock Awards

    Stock Awards Stock awards were granted under the Incentive Plan in September 2024 for shares of Microsoft common stock to Named Executives other than Mr. Nadella. These stock awards vest over four years, with 25% vesting on August 31, 2025 and 12.5% each six-months thereafter, to support long-term focus and align with shareholders’ interests as the value of such awards is dependent on our stock price and vesting is subject to continued employment, except as described on page 47 below.

  109. Fiscal Year 2025 Cash Incentive Awards

    Fiscal Year 2025 Cash Incentive Awards We did not increase our target cash incentive opportunities in fiscal year 2025 as a percentage of base salary, except in the case of Mr. Numoto whose target cash incentive opportunity increased from 175% to 200% of base salary, based on a competitive market review. For fiscal year 2025, these opportunities were: Mr. Nadella – 300%; Ms. Hood – 250%; Mr. Althoff – 250%; Mr. Numoto – 200%; and Mr. Smith – 250%. Our Compensation Committee and, for Mr. Nadella, the independent members of our Board, determined the design and payouts of fiscal year 2025 cash incentive awards. These were based on two performance categories: financial results and operational performance results.

  110. Financial Results

    | Financial Results ($ in billions)(1) | FY24 Actual | FY25 Threshold | FY25 Target | FY25 Maximum | FY25 Actual | FY25 Growth Rate | | FY25 Incentive Plan Revenue(2) | $250.98 | $273.20 | $290.64 | $306.63 | $289.18 | 15.22% | | FY25 Incentive Plan Operating Income(3) | $109.37 | $112.31 | $122.75 | $138.70 | $128.84 | 17.80% |

  111. Financial Results

    | (1) “Incentive Plan Revenue” and “Incentive Plan Operating Income” are non-GAAP financial measures. For each of these measures we exclude the effect of foreign currency rate fluctuations on a “constant dollar” basis by converting current period non-GAAP results for entities reporting in currencies other than U.S. dollars into U.S. dollars using constant exchange rates, which are determined at the outset of the fiscal year, rather than the actual exchange rates in effect during the respective periods. These financial metrics differ from the non-GAAP financial results we report in our quarterly earnings release materials. They should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP. |

  112. Financial Results

    | (2) We calculate Incentive Plan Revenue by adjusting as reported Revenue calculated in accordance with GAAP for (i) the net impact of revenue deferrals, credits, and incentives and (ii) the effect of foreign currency rate fluctuations. The aggregate net impact of these adjustments is $7.46 billion. |

  113. Financial Results

    | (3) We calculate Incentive Plan Operating Income by adjusting as reported Operating Income calculated in accordance with GAAP for the effect of foreign currency rate fluctuations. The aggregate net impact of these adjustments is $0.31 billion. |

  114. Satya Nadella

    | Average Financial: 117.00% | + | Average Operational: 151.67% | = | Overall Bonus: 127.40% |

  115. Fiscal Year 2025 Cash Incentive Payout Percentages

    Fiscal Year 2025 Cash Incentive Payout Percentages Final results under each portion of the cash incentive, and the resulting awards, were as follows:

  116. Fiscal Year 2025 Cash Incentive Payout Percentages

    | | Nadella | Hood | Althoff | Numoto | Smith | | Financial results (% of target) (weight: 70% CEO / 50% other NEOs) | 117.00% | 117.00% | 117.00% | 117.00% | 117.00% | | Operational results (% of target) (weight: 30% CEO / 50% other NEOs) | 151.67% | 156.67% | 156.67% | 140.00% | 156.67% | | Total FY25 cash incentive (% of target) | 127.40% | 136.84% | 136.84% | 128.50% | 136.84% | | Total FY25 cash incentive earned | $9,555,000 | $3,421,000 | $3,398,194 | $2,056,000 | $3,421,000 |

  117. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

  118. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | PSA Core Metrics | Aggregate Weighting | Weighting | Threshold | Target | Maximum | Actual Result | Final Payout | | FY23 Core Metrics – Year 1(1) | 1/3 | | | | | | 99.65% | | FY24 Core Metrics – Year 2(2) | 1/3 | | | | | | 119.69% | | FY25 Core Metrics – Year 3(3) | 1/3 | | | | | | 103.69% | | Azure and Other Cloud Services Revenue Growth(4) | | 35% | 29.23% | 36.76% | 44.28% | 34.58% | 85.52% | | Microsoft Cloud Revenue Growth, excluding Azure and Other Cloud Services(5) | | 35% | 8.09% | 14.38% | 20.67% | 14.77% | 106.20% | | Consumer Services Revenue Growth(6) | | 15% | -0.01% | 11.09% | 22.20% | 15.59% | 140.50% | | Xbox Content and Services Revenue Growth(7) | | 15% | -2.90% | 14.23% | 31.37% | 14.81% | 103.38% | | FY23 PSA 3-Year Average Payout | | | | | | | 107.68% |

  119. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | (1) Fiscal Year 2023 Core Metric results related to Microsoft Cloud Revenue (weighted at 30%) with a resulting payout of 81.68%, Microsoft Cloud Subscribers Growth (weighted at 20%) with a resulting payout of 76.85%, Teams Monthly Active Usage Growth (weighted at 20%) with a resulting payout of 141.12%, Xbox Content and Services Growth (weighted at 10%) with a resulting payout of 91.05%, Windows 10/11 Monthly Active Devices Growth (weighted at 10%) with a resulting payout of 99.24%, and LinkedIn Sessions (weighted at 10%) with a resulting payout of 125.19%. |

  120. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | (2) Fiscal Year 2024 Core Metric results related to Azure and Other Cloud Services Revenue Growth (weighted at 35%) with a resulting payout of 146.64%, Microsoft Cloud Subscribers Growth, excluding Azure and Other Cloud Services (weighted at 35%) with a resulting payout of 104.72%, Search and News Advertising Revenue (ex TAC) Growth (weighted at 10%) with a resulting payout of 108.21%, Xbox Content and Services Revenue Growth (weighted at 10%) with a resulting payout of 84.56%, and LinkedIn Sessions (weighted at 10%) with a resulting payout of 124.39%. |

  121. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | (3) “Azure and Other Cloud Services Revenue Growth”, “Microsoft Cloud Revenue Growth, excluding Azure and Other Cloud Services”, “Consumer Services Revenue Growth”, and “Xbox Content and Services Revenue Growth”, when used as PSA metrics in this Compensation Discussion and Analysis are non-GAAP financial measures. For each of these measures, we exclude the effect of foreign currency rate fluctuations on a “constant dollar” basis by converting current period non-GAAP results for entities reporting in currencies other than U.S. dollars into U.S. dollars using constant exchange rates, which are determined at the outset of the fiscal year, rather than the actual exchange rates in effect during the respective periods. These financial metrics differ from the non-GAAP financial results we report in our quarterly earnings release materials. They should not be considered as a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP. |

  122. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | (4) We calculate Azure and Other Cloud Services Revenue Growth by adjusting as reported Azure and Other Cloud Services Revenue Growth calculated in accordance with GAAP for the effect of foreign currency rate fluctuations. The impact of this adjustment is 0.23 pts. |

  123. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | (5) We calculate Microsoft Cloud Revenue Growth, excluding Azure and Other Cloud Services by adjusting as reported Microsoft Cloud Revenue Growth, excluding Azure and Other Cloud Services calculated in accordance with GAAP for the effect of foreign currency rate fluctuations. The impact of this adjustment is 0.19 pts. |

  124. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | (6) We calculate Consumer Services Revenue Growth by adjusting as reported Consumer Services Revenue Growth calculated in accordance with GAAP the effect of foreign currency rate fluctuations. The aggregate net impact of this adjustment is 0.57 pts. |

  125. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | (7) We calculate Xbox Content and Services Revenue Growth by adjusting as reported Xbox Content and Services Revenue Growth calculated in accordance with GAAP for the effect of foreign currency rate fluctuations. The aggregate net impact of this adjustment is 0.23 pts. |

  126. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | 2025 PROXY STATEMENT | 45 |

  127. Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  128. Relative TSR Modifier

    Relative TSR Modifier The core metric results for the fiscal year 2023 PSAs were then subject to adjustment based on the relative TSR performance modifier, which compares our TSR for the three-fiscal year performance period to the TSR of the S&P 500. Our absolute TSR for the performance period satisfied the PSA payout requirement that TSR be positive. Our TSR relative to the S&P 500 was at the 80th percentile of the S&P 500, which meets the at least 80th percentile performance condition required to receive the maximum 150.00% multiplier.

  129. Relative TSR Modifier

    | Peer Group Index | FY23 PSA Performance Period | Relative Total Shareholder Return | Modifier Payout | | S&P 500 | July 1, 2022 – June 30, 2025 | 80th percentile | 150.00% |

  130. Relative TSR Modifier

    Based on this result, the total payment percentage for the fiscal year 2023 PSAs was increased by 50%, resulting in the payout to our Named Executives of 161.52% of the target fiscal 2023 PSA shares.

  131. Fiscal Year 2024 and 2025 PSAs (Open Performance Periods)

    Fiscal Year 2024 and 2025 PSAs (Open Performance Periods) Performance under the fiscal year 2024 and 2025 PSAs will be determined following the end of the three-year performance periods ending June 30, 2026 and 2027, respectively. The number of shares of common stock to be earned will be based on an assessment of (1) performance against the metric goals during the applicable performance period, and (2) Microsoft’s relative TSR during the period. Microsoft’s relative TSR will not increase the shares earned for a performance period unless Microsoft’s absolute TSR for the performance period is positive. The metrics and relative weights under the fiscal year 2024 and 2025 PSAs are set forth on page 45 in the table labeled Fiscal Year 2023 PSA Core Metric Performance and Payout Percentages.

  132. Post-Employment Compensation

    Post-Employment Compensation Our Named Executives do not have employment contracts. No Named Executive is entitled to any payments or benefits following a change in control of Microsoft. Our Named Executives may be eligible for additional vesting of their outstanding SAs following termination of employment on the same terms as our other employees. Consistent with our policy for U.S. employees at all levels, our Named Executives who retire from Microsoft after age 65 or after age 55 with 15 years of continuous service and were hired prior to August 1, 2023, are eligible for the continuation of vesting of outstanding SAs granted at the time of the annual rewards period if the award was granted over one year before the date of retirement. A pro-rata portion of PSA shares will also continue vesting if the retirement occurs more than one year after the beginning of the performance period. As of June 30, 2025, of our Named Executives only Mr. Nadella and Mr. Smith were retirement eligible. All employees whose employment with Microsoft terminates due to death or total and permanent disability generally fully vest in their outstanding SAs. Our PSAs vest for the target number of shares upon death or total and permanent disability. The value of our Named Executives’ SAs and PSAs that would have vested assuming a June 30, 2025 termination of employment due to death or total and permanent disability, or due to retirement on that date, are set forth in the table at page 55. In addition, our Named Executives are eligible to participate in the Microsoft Senior Executive Severance Benefit Plan (“Severance Plan”). The Severance Plan was adopted to help ensure continuity and focus of key leaders by providing designated executives severance payments and benefits if their employment is terminated without cause. For purposes of the Severance Plan, “cause” means: (i) a conviction or plea of guilty or no contest to a felony or certain misdemeanors; (ii) engaging in gross misconduct; (iii) repeated failure to substantially perform the duties of the Named Executive’s role; (iv) violation of any securities laws; or (v) violation of Microsoft’s policies designed to prevent violations of law. The Severance Plan payments and benefits have four components – cash, stock vesting, continued health care, and outplacement assistance – all provided by Microsoft. Cash payments consist of: (i) a severance payment equal to 12 months’ base salary plus target annual cash incentive award, payable in a lump sum within 60 days after termination of employment; and (ii) a pro-rata payment of the Named Executive’s target annual cash incentive award for the partial year of work, payable in a lump sum at the same time other Incentive Plan cash awards for the year are paid. Stock vesting applies to SAs and PSAs. SAs that otherwise would vest in the 12-month period after employment terminates continue to vest. After the first year of the PSA performance period is completed, a pro-rata portion of any PSA shares will also vest, and the number of shares subject to pro-ration is the lesser of the target award shares or the shares that are otherwise earned and payable after the end of the performance period. Continued contributions to premiums for COBRA health care continuation coverage and outplacement assistance will be provided on the same terms as are available to other employees whose employment is terminated without cause. There is no change-in-control provision in the Severance Plan. To receive the Severance Plan payments and benefits, the Named Executive must execute a separation agreement that includes a release of claims in favor of Microsoft, confidentiality and non-disparagement provisions, and 12-month non-compete/non-solicitation restrictions. Our Named Executives’ Severance Plan benefits assuming a termination of employment without cause on June 30, 2025, are set forth in the table at page 55. Mr. Nadella participates in the Severance Plan on the same terms as our other executive officers.

  133. Annual Compensation Risk Assessment

    | • Cash incentive awards under the Incentive Plan are limited to 200% of a target cash incentive award • Cash incentive awards are structured 50% (70% for CEO) based on pre-established goals (balance of growth and profitability goals) and 50% (30% for CEO) based on operational performance as assessed across three performance categories, diversifying the risk associated with any single aspect of performance • The majority of Incentive Plan award value is delivered in awards for shares of Microsoft common stock with multi-year vesting schedules or performance periods, which aligns the interests of our executive officers to long-term shareholder interests • We maintain robust executive stock ownership requirements ranging from 5x to 15x annual salary, which reduces incentive for excessive short-term risk taking • PSA metrics further diversify the elements of the program to minimize the incentive to produce any particular outcome | • PSAs use Company-wide measures that are not specific to any one executive officer’s sphere of responsibility and that apply equally to all participants to encourage a unified and responsible approach to achieving financial and strategic goals • Overlapping performance periods for PSAs limit the impact of short-term business performance or share price fluctuations on final outcomes • Equity awards are not made in the form of stock options, which may provide an asymmetrical incentive to take unnecessary or excessive risks to increase the market price of Microsoft common stock • Members of our Compensation Committee (or for Mr. Nadella, the independent members of our Board of Directors) approve all Incentive Plan awards to executive officers, including performance achievement levels that determine final payout outcomes, and have the opportunity to reduce payments and use negative discretion, if appropriate • Awards are subject to the Company’s Executive Compensation Recovery policy, which provides for recoupment in the event of a restatement or misconduct |

  134. Summary Compensation Table

    Summary Compensation Table This table contains information about compensation awarded to our Named Executives for the fiscal years ended June 30, 2025, 2024, and 2023. None of our Named Executives received stock options, reimbursements for relocation expenses, or tax-gross-up payments, during those years.

  135. Summary Compensation Table

    | Named Executive and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Satya Nadella Chairman and Chief Executive Officer | 2025 | 2,500,000 | 0 | 84,245,496 | 9,555,000 | 196,294 | 96,496,790 | | | 2024 | 2,500,000 | 0 | 71,236,392 | 5,200,000 | 169,791 | 79,106,183 | | | 2023 | 2,500,000 | 0 | 39,236,137 | 6,414,750 | 361,650 | 48,512,537 | | Amy E. Hood Executive Vice President and Chief Financial Officer | 2025 | 1,000,000 | 0 | 25,037,360 | 3,421,000 | 23,191 | 29,481,551 | | | 2024 | 1,000,000 | 0 | 21,094,956 | 3,642,750 | 61,500 | 25,799,206 | | | 2023 | 1,000,000 | 0 | 16,450,701 | 2,295,250 | 156,946 | 19,902,897 | | Judson B. Althoff Executive Vice President and CEO Microsoft Commercial | 2025 | 993,333 | 0 | 23,708,619 | 3,398,194 | 98,588 | 28,198,734 | | | 2024 | 960,000 | 0 | 18,515,353 | 3,497,040 | 77,934 | 23,050,327 | | | 2023 | 960,000 | 0 | 12,848,921 | 2,243,520 | 152,277 | 16,204,718 | | Takeshi Numoto Executive Vice President and Chief Marketing Officer | 2025 | 800,000 | 0 | 9,005,380 | 2,056,000 | 15,250 | 11,876,630 | | Bradford L. Smith Vice Chair and President | 2025 | 1,000,000 | 0 | 23,734,545 | 3,421,000 | 111,750 | 28,267,295 | | | 2024 | 1,000,000 | 0 | 18,684,175 | 3,642,750 | 112,868 | 23,439,793 | | | 2023 | 1,000,000 | 0 | 14,524,413 | 2,378,500 | 212,777 | 18,115,690 |

  136. Summary Compensation Table

    | (1) Includes the grant date fair values for SAs and PSAs calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the market price of the shares subject to the award on the date of grant. The value of SAs is reduced by the present value of estimated future dividends because dividends are not paid on SA shares until vesting. The value of PSAs is calculated using a Monte-Carlo simulation valuation performed as of the date of grant by an independent third party. Because the grant date for a PSA occurs when performance targets are approved, and we approved performance targets in each of fiscal years 2025, 2024, and 2023, PSA values in this column include: (i) for fiscal year 2025 – 33.33% of each of the fiscal year 2025 PSAs, the fiscal year 2024 PSAs, and the fiscal year 2023 PSAs; (ii) for fiscal year 2024 – 33.33% of each of the fiscal year 2024 PSAs, the fiscal year 2023 PSAs, and the fiscal year 2022 PSAs; and (iii) for fiscal year 2023 – 33.33% of each of the fiscal year 2023 PSAs, the fiscal year 2022 PSAs, and the fiscal year 2021 PSAs. |

  137. Summary Compensation Table

    | The following table includes the assumptions used to calculate the grant date fair value of SAs reported for fiscal years 2025, 2024, and 2023. |

  138. Summary Compensation Table

    | | | Assumptions | | | SA Award | Fair Value | Dividends Per Share | Interest Rate | | Fiscal Year 2025 | $419.00 to $428.11 | $0.83 | 3.35% to 3.88% | | Fiscal Year 2024 | $326.16 to $318.20 | $0.75 | 4.47% to 5.30% | | Fiscal Year 2023 | $241.86 to $234.48 | $0.68 | 3.72% to 3.97% |

  139. Summary Compensation Table

    | 50 | |

  140. Summary Compensation Table

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  141. Summary Compensation Table

    | The following table includes the assumptions used to calculate the grant date fair value of PSAs reported for fiscal years 2025, 2024, and 2023. |

  142. Summary Compensation Table

    | | Assumptions (Operating Goals) | Assumptions (TSR Goal) | | | | | | | PSU Award | Expected Payout | CEO Fair Value | Non-CEO Fair Value | Dividend Yield | Interest Rate | Historical Volatility | Remaining Performance Period on the Grant Date (Years) | | Fiscal Year 2025 | | | | | | | | | Year 1 of FY25 PSAs | 100% | $478.02 | $478.02 | 0.77% | 3.41% | 28.26% | 2.79 | | Year 2 of FY24 PSAs | 100% | $525.50 | $525.50 | 0.77% | 3.65% | 23.21% | 1.79 | | Year 3 of FY23 PSAs | 100% | $602.81 | $602.81 | 0.77% | 4.28% | 19.42% | 0.79 | | Fiscal Year 2024 | | | | | | | | | Year 1 of FY24 PSAs | 100% | $385.77 | $386.25 | 0.90% | 4.58% | 28.30% | 2.78 | | Year 2 of FY23 PSAs | 100% | $418.69 | $419.21 | 0.90% | 4.93% | 31.97% | 1.78 | | Year 3 of FY22 PSAs | 100% | $451.58 | $452.14 | 0.90% | 5.31% | 26.71% | 0.78 | | Fiscal Year 2023 | | | | | | | | | Year 1 of FY23 PSAs | 100% | $268.21 | $268.21 | 1.02% | 3.72% | 34.06% | 2.78 | | Year 2 of FY22 PSAs | 100% | $279.90 | $279.90 | 1.02% | 3.74% | 26.95% | 1.78 | | Year 3 of FY21 PSAs | 100% | $258.52 | $258.52 | 1.02% | 3.79% | 33.69% | 0.78 |

  143. Summary Compensation Table

    | The grant date fair values of included PSAs, assuming at the grant date that the highest level of performance conditions will be achieved for each PSA, are: (i) for fiscal year 2025, Mr. Nadella, $168,490,992; Ms. Hood, $30,250,366; Mr. Althoff, $27,592,884; Mr. Numoto, $10,792,272; and Mr. Smith, $27,644,736. (ii) for fiscal year 2024, Mr. Nadella, $142,472,784; Ms. Hood, $24,964,206; Mr. Althoff, $20,651,547; and Mr. Smith, $22,111,241. (iii) for fiscal year 2023, Mr. Nadella, $78,472,273; Ms. Hood, $16,932,981; Mr. Althoff, $12,339,046; and Mr. Smith, $14,905,094. |

  144. Summary Compensation Table

    | (2) Consists of Incentive Plan cash incentives. |

  145. Summary Compensation Table

    | (3) Details about the amounts in the “All Other Compensation” column for fiscal year 2025 are set forth in the table below. |

  146. Grants of Plan-Based Awards

    Grants of Plan-Based Awards This table provides information on grants of awards under any plan to the Named Executives in the fiscal year ended June 30, 2025.

  147. Grants of Plan-Based Awards

    | | Award(1) | Grant Date | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts under Equity Incentive Plan Awards(3) | | | All Other Stock Awards (#) | Grant Date Fair Value of Stock Awards(4) ($) | | Named Executive | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Satya Nadella | 2025 Cash Incentive | | 0 | 7,500,000 | 15,000,000 | | | | | | | | 2025 PSA | 9/16/2024 | | | | 2,247 | 39,955 | 119,865 | | 19,099,130 | | | 2024 PSA | 9/16/2024 | | | | 2,860 | 50,850 | 152,550 | | 26,721,850 | | | 2023 PSA | 9/16/2024 | | | | 3,586 | 63,743 | 191,229 | | 38,424,516 | | Amy E. Hood | 2025 Cash Incentive | | 0 | 2,500,000 | 5,000,000 | | | | | | | | 2025 PSA | 9/16/2024 | | | | 438 | 7,791 | 23,373 | | 3,724,413 | | | 2024 PSA | 9/16/2024 | | | | 501 | 8,899 | 26,697 | | 4,676,425 | | | 2023 PSA | 9/16/2024 | | | | 627 | 11,155 | 33,465 | | 6,724,346 | | | 2025 Stock Award | 9/16/2024 | | | | | | | 23,374 | 9,912,177 | | Judson B. Althoff | 2025 Cash Incentive | | 0 | 2,483,334 | 4,966,667 | | | | | | | | 2025 PSA | 9/16/2024 | | | | 438 | 7,791 | 23,373 | | 3,724,413 | | | 2024 PSA | 9/16/2024 | | | | 476 | 8,462 | 25,386 | | 4,446,606 | | | 2023 PSA | 9/16/2024 | | | | 525 | 9,332 | 27,996 | | 5,625,423 | | | 2025 Stock Award | 9/16/2024 | | | | | | | 23,374 | 9,912,177 | | Takeshi Numoto | 2025 Cash Incentive | | 0 | 1,600,000 | 3,200,000 | | | | | | | | 2025 PSA | 9/16/2024 | | | | 160 | 2,837 | 8,511 | | 1,356,143 | | | 2024 PSA | 9/16/2024 | | | | 203 | 3,611 | 10,833 | | 1,897,405 | | | 2023 PSA | 9/16/2024 | | | | 200 | 3,555 | 10,665 | | 2,142,588 | | | 2025 Stock Award | 9/16/2024 | | | | | | | 8,511 | 3,609,244 | | Bradford L. Smith | 2025 Cash Incentive | | 0 | 2,500,000 | 5,000,000 | | | | | | | | 2025 PSA | 9/16/2024 | | | | 438 | 7,791 | 23,373 | | 3,724,413 | | | 2024 PSA | 9/16/2024 | | | | 443 | 7,882 | 23,646 | | 4,141,991 | | | 2023 PSA | 9/16/2024 | | | | 556 | 9,881 | 29,643 | | 5,955,964 | | | 2025 Stock Award | 9/16/2024 | | | | | | | 23,374 | 9,912,177 |

  148. Grants of Plan-Based Awards

    | (1) All awards are granted under the Executive Incentive Plan. SAs and PSAs were granted under the 2017 Stock Plan. |

  149. Grants of Plan-Based Awards

    | (2) This column represents fiscal year 2025 cash incentives. Please see the section titled “Fiscal Year 2025 Cash Incentive Awards” in the Compensation Discussion and Analysis for more information. |

  150. Grants of Plan-Based Awards

    | (3) These columns represent the threshold, target, and maximum shares for the PSAs with a grant date in fiscal year 2025. Because the grant date for a PSA occurs when PSA performance targets are approved, the reported number of shares is calculated as the target shares for the portion of the PSAs for which performance targets were set in fiscal year 2025 (33.33% of each of the 2025, 2024, and 2023 PSAs). The threshold is calculated as if the threshold of only the least weighted metric (15% weight for fiscal year 2025) is met, and this amount is then reduced by 25% based on assumption that the maximum adjustment for Microsoft’s total shareholder return underperforming the S&P 500 is applied. The maximum is calculated assuming all maximum targets were met and the relative TSR multiplier was fully earned. |

  151. Grants of Plan-Based Awards

    | (4) Includes the grant date fair values for SAs and PSAs calculated in accordance with FASB ASC Topic 718 based on the market price of the shares subject to the award on the date of grant. The value of SAs is reduced by the present value of estimated future dividends because dividends are not paid on SA shares until vesting. Values for PSAs in this column are calculated using a Monte Carlo simulation valuation performed as of the date of grant by an independent third party. Because the grant date for a PSA occurs when PSA performance targets are approved, the grant date fair value is calculated for the portion of the PSA for which performance targets were set in fiscal year 2025 (33.33% of each of the 2025, 2024, and 2023 PSAs). |

  152. Grants of Plan-Based Awards

    | 52 | |

  153. Grants of Plan-Based Awards

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  154. Outstanding Equity Awards at June 30, 2025

    Outstanding Equity Awards at June 30, 2025 This table provides information about unvested SAs and PSAs held by the Named Executives on June 30, 2025.

  155. Outstanding Equity Awards at June 30, 2025

    | | Stock Awards | | | | | | Named Executive | Award Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) | | Satya Nadella | 9/19/2022 | 308,870(4) | 153,635,027 | | | | | 9/19/2023 | | | 305,100 | 151,759,791 | | | 9/16/2024 | | | 119,865 | 59,622,050 | | Amy E. Hood | 9/13/2021 | 3,624 | 1,802,614 | | | | | 9/19/2022 | 12,550 | 6,242,496 | | | | | 9/19/2022 | 54,053(4) | 26,886,503 | | | | | 9/18/2023 | 16,686 | 8,299,783 | | | | | 9/18/2023 | | | 53,394 | 26,558,710 | | | 9/16/2024 | 23,374 | 11,626,461 | | | | | 9/16/2024 | | | 23,373 | 11,625,964 | | Judson B. Althoff | 9/13/2021 | 2,609 | 1,297,743 | | | | | 9/19/2022 | 10,499 | 5,222,308 | | | | | 9/19/2022 | 45,220(4) | 22,492,880 | | | | | 9/18/2023 | 15,866 | 7,891,907 | | | | | 9/18/2023 | | | 50,772 | 25,254,501 | | | 9/16/2024 | 23,374 | 11,626,461 | | | | | 9/16/2024 | | | 23,373 | 11,625,964 | | Takeshi Numoto | 9/14/2020 | 404(5) | 200,954 | | | | | 9/13/2021 | 1,155 | 574,509 | | | | | 9/19/2022 | 3,999 | 1,989,143 | | | | | 9/19/2022 | 17,223(4) | 8,566,892 | | | | | 9/18/2023 | 6,770 | 3,367,466 | | | | | 9/18/2023 | | | 21,666 | 10,776,885 | | | 9/16/2024 | 8,511 | 4,233,457 | | | | | 9/16/2024 | | | 8,511 | 4,233,457 | | Bradford L. Smith | 9/13/2021 | 3,210 | 1,596,686 | | | | | 9/19/2022 | 11,116 | 5,529,210 | | | | | 9/19/2022 | 47,877(4) | 23,814,499 | | | | | 9/18/2023 | 14,779 | 7,351,222 | | | | | 9/18/2023 | | | 47,292 | 23,523,514 | | | 9/16/2024 | 23,374 | 11,626,461 | | | | | 9/16/2024 | | | 23,373 | 11,625,964 |

  156. Outstanding Equity Awards at June 30, 2025

    | (1) Except as otherwise noted, SAs vest 25% one year from the last day of August preceding the award date and 12.5% semi-annually thereafter. |

  157. Outstanding Equity Awards at June 30, 2025

    | (2) The market value is the number of shares shown in the table multiplied by $497.41, the closing market price of Microsoft common stock on June 30, 2025. |

  158. Outstanding Equity Awards at June 30, 2025

    | (3) PSAs with a grant date in fiscal years 2025 and 2024 are reported assuming payout at maximum award levels, pursuant to SEC rules as the aggregate achievement of the performance metrics was trending above the target payout level as of June 30, 2025. Award shares that are earned vest in full following the three-year performance period. |

  159. Outstanding Equity Awards at June 30, 2025

    | (4) Reflects fiscal year 2023 PSA, with 3-year performance period ending June 30, 2025, which vested on August 31, 2025. Award shares are presented as the actual amount earned and vested on August 31, 2025. Award values reflect the closing market price of Microsoft common stock on June 30, 2025. |

  160. Outstanding Equity Awards at June 30, 2025

    | (5) Vests 5% quarterly following the vesting start date of November 30, 2020. |

  161. Outstanding Equity Awards at June 30, 2025

    | 2025 PROXY STATEMENT | 53 |

  162. Outstanding Equity Awards at June 30, 2025

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  163. Option Exercises and Stock Vested

    Option Exercises and Stock Vested This table provides information on an aggregate basis about stock awards that vested during the fiscal year ended June 30, 2025 for each of the Named Executives. Microsoft has not granted stock options, other than options substituted in acquisitions, since 2003. No Named Executives held any Microsoft stock options during the fiscal year.

  164. Option Exercises and Stock Vested

    | | Stock Awards | | | Named Executive | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Satya Nadella | 265,106 | 110,586,317 | | Amy E. Hood | 75,310 | 31,140,584 | | Judson B. Althoff | 57,112 | 23,595,294 | | Takeshi Numoto | 26,706 | 11,053,493 | | Bradford L. Smith | 66,635 | 27,553,223 |

  165. Option Exercises and Stock Vested

    | (1) The value realized on vesting is calculated by multiplying the number of shares shown in the table by the market value of the shares on the vesting date. |

  166. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation This table provides information about the Named Executives’ earnings and balances under our U.S. nonqualified Deferred Compensation Plan in fiscal year 2025. Microsoft does not contribute to the Deferred Compensation Plan.

  167. Nonqualified Deferred Compensation

    | Named Executive | Executive Contributions in Fiscal Year 2025(1) ($) | Aggregate Earnings in Fiscal Year 2025(2) ($) | Aggregate Balance at June 30, 2025(3) ($) | | Satya Nadella | 0 | 0 | 0 | | Amy E. Hood | 0 | 0 | 0 | | Judson B. Althoff | 0 | 0 | 0 | | Takeshi Numoto | 0 | 1,180,483 | 10,002,748 | | Bradford L. Smith | 0 | 0 | 0 |

  168. Nonqualified Deferred Compensation

    | (1) These amounts are included in the Summary Compensation Table for fiscal year 2025. |

  169. Nonqualified Deferred Compensation

    | (2) None of the amounts in this column are included in the Summary Compensation Table because the earnings under the Deferred Compensation Plan were not preferential or above-market. |

  170. Nonqualified Deferred Compensation

    | (3) None of these balances were reported in the Summary Compensation Table in prior-year proxy statements. |

  171. Nonqualified Deferred Compensation

    Microsoft’s Deferred Compensation Plan is unfunded and unsecured. It allows participants to defer a specified percentage of their base salary (up to 75%) and/or eligible cash incentives (up to 100%). Participation in the Deferred Compensation Plan is limited to U.S. senior managers, including our U.S. Named Executives. Microsoft does not contribute to the Deferred Compensation Plan or guarantee any returns on participant contributions. When an employee elects to participate in the Deferred Compensation Plan, the employee must specify the percentage of base salary and/or cash incentive award to be deferred and the timing of distributions. No withdrawals are permitted prior to the previously elected distribution date, other than withdrawals for certain severe financial hardships as permitted by applicable law. Amounts deferred under the Deferred Compensation Plan are credited with hypothetical investment earnings based on participant investment elections made from among deemed investment options available under the plan.

  172. Nonqualified Deferred Compensation

    | 54 | |

  173. Nonqualified Deferred Compensation

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  174. CEO Pay Ratio

    CEO Pay Ratio For fiscal year 2025, the annual total compensation for the median employee of the Company (other than our CEO) was $200,972 and the annual total compensation of our CEO was $96,496,790. Based on this information, for fiscal year 2025 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 480 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. We identified our median employee from among our employees as of June 30, 2025, the last day of our fiscal year. To identify our median employee, we used a “total direct compensation” measure consisting of: (i) fiscal year 2025 annual base pay (salary or gross wages for hourly employees, excluding paid leave), which we annualized for any permanent employees who commenced work during the year, (ii) target bonuses and cash incentives payable for fiscal year 2025 (excluding allowances, relocation payments, and profit-sharing), and (iii) the dollar value of SAs and target PSAs granted in fiscal year 2025. Compensation amounts were determined from our human resources and payroll systems of record. Payments not made in U.S. dollars were converted to U.S. dollars using 12-month average exchange rates for the year. To identify our median employee, we then calculated the total direct compensation for our global employee population and excluded employees at the median who had anomalous compensation characteristics.

  175. CEO Pay Ratio

    | 2025 PROXY STATEMENT | 55 |

  176. CEO Pay Ratio

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  177. Pay Versus Performance

    Pay Versus Performance This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and Non-PEO Named Executives and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934 (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions.

  178. Pay for Performance Table

    | Year 1 (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO 2 ($) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers 2 ($) (e) | Value of Initial Fixed $100 Investment Based On: 3 | | Net Income ($) (in millions) (h) | Microsoft Incentive Plan Revenue 4 ($) (in billions) (i) | | | | | | | Microsoft Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($) (g) | | | | 2025 | 96,496,790 | 131,138,799 | 24,456,053 | 31,268,315 | 255 | 276 | 101,832 | 289.18 | | 2024 | 79,106,183 | 171,304,590 | 21,081,007 | 40,171,628 | 227 | 243 | 88,136 | 246.12 | | 2023 | 48,512,537 | 93,155,708 | 16,009,805 | 29,971,655 | 172 | 168 | 72,361 | 220.08 | | 2022 | 54,946,310 | 56,936,384 | 20,074,444 | 20,494,054 | 128 | 123 | 72,738 | 206.67 | | 2021 | 49,858,280 | 139,060,569 | 22,306,746 | 40,461,050 | 134 | 150 | 61,271 | 170.54 |

  179. Pay for Performance Table

    | (2) The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our Named Executives during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Named Executive Officer Compensation – Fiscal Year 2025 Compensation Tables – Summary Compensation Table” for additional information). The “compensation actually paid” for fiscal years 2023, 2022, and 2021 has been updated from the amounts in Microsoft’s 2023 Proxy Statement to reflect the application of recent SEC guidance relating to retirement vesting treatment, which was issued following the filing of the 2023 Proxy Statement. |

  180. Pay for Performance Table

    | (3) In accordance with the Pay Versus Performance Rules, Microsoft and Peer Group total shareholder return (“TSR”) is determined based on the value of an initial fixed investment through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using the Nasdaq Computer Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended June 30, 2025. |

  181. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures In accordance with the Pay Versus Performance Rules, the below charts illustrate how “compensation actually paid” (“CAP”) to our Named Executives aligns with Microsoft’s financial performance as measured by our TSR, our Peer Group TSR (Nasdaq Computer Index), our net income, and Microsoft Incentive Plan Revenue.

  182. Relationship Between “Compensation Actually Paid” and Performance Measures

    | Compensation Actually Paid vs. Microsoft TSR vs. Peer Group TSR |

  183. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2025 PROXY STATEMENT | 57 |

  184. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  185. Relationship Between “Compensation Actually Paid” and Performance Measures

    | Compensation Actually Paid vs. Net Income vs. Incentive Plan Revenue |

  186. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 58 | |

  187. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  188. Proposal 1: Election of 12 Directors

    Proposal 1: Election of 12 Directors The Board of Directors has nominated 12 directors for election during the 2025 annual shareholders meeting (“Annual Meeting”) to hold office until the 2026 annual shareholders meeting. Carlos Rodriguez is not seeking re-election and his Board service will end on the date of the Annual Meeting. The Board has nominated John David Rainey for election as a director. If elected, his term will begin on December 5, 2025. The Governance and Nominating Committee evaluated and recommended the nominees in accordance with its charter and our Corporate Governance Guidelines. To be elected, a director must receive a vote of the majority of the votes cast. Our Board of Directors recommends a vote FOR the election to the Board for each of the nominees listed below.

  189. Proposal 1: Election of 12 Directors

    | Reid G. Hoffman Age: 58 Director Since: 2017 Occupation: Partner, Greylock Partners | Hugh F. Johnston Age: 64 Director Since: 2017 Occupation: Senior Executive Vice President and CFO, The Walt Disney Company | Teri L. List Age: 62 Director Since: 2014 Occupation: Former Executive Vice President and CFO, The Gap, Inc. | Catherine MacGregor Age: 53 Director Since: 2023 Occupation: Group CEO and Director, Engie S.A. | | Mark A. L. Mason Age: 56 Director Since: 2023 Occupation: CFO, Citigroup Inc. | Satya Nadella (Board Chair) Age: 58 Director Since: 2014 Occupation: Chairman and CEO, Microsoft Corporation | Sandra E. Peterson Age: 66 Director Since: 2015 Occupation: Lead Independent Director, Microsoft Corporation; Operating Partner, Clayton, Dubilier & Rice, LLC | Penny S. Pritzker Age: 66 Director Since: 2017 Occupation: Founder and Chairman, PSP Partners, LLC | | John David Rainey Age: 55 Director Since: New Nominee Occupation: Executive Vice President and CFO, Walmart Inc. | Charles W. Scharf Age: 60 Director Since: 2014 Occupation: CEO, President, and Director, Wells Fargo & Company | John W. Stanton Age: 70 Director Since: 2014 Occupation: Founder and Chairman, Trilogy Partnerships | Emma N. Walmsley Age: 56 Director Since: 2019 Occupation: CEO and Director, GSK plc |

  190. Proposal 1: Election of 12 Directors

    | 2025 PROXY STATEMENT | 65 |

  191. Proposal 1: Election of 12 Directors

    | 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMED EXECUTIVE OFFICER COMPENSATION | 3 | AUDIT COMMITTEE MATTERS | 4 | PROPOSALS TO BE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THE MEETING |

  192. Election of Directors

    Election of Directors Twelve directors are to be elected during the Annual Meeting to hold office until the next annual meeting and until their respective successors are elected and qualified. If, for any reason, no directors are elected at an annual meeting, a slate of directors may be elected at a special meeting of shareholders called for that purpose in the manner provided by our Bylaws. The accompanying proxy will be voted in favor of the nominees presented in Part 1 – Board of Directors and Governance to serve as directors unless the shareholder indicates to the contrary on the proxy. All of this year’s nominees are current directors, except Mr. Rainey. The Board expects that each of the nominees will be available for election, but if any of them is unable to serve at the time the election occurs, the proxy will be voted for the election of another nominee designated by our Board. A nominee who does not receive a majority of the votes cast will not be elected. Except as explained in the next paragraph, an incumbent director who is not elected because he or she does not receive a majority vote will continue to serve as a holdover director until the earliest of: (a) 90 days after the date on which the election inspector determines the voting results as to that director; (b) the date on which the Board of Directors appoints an individual to fill the office held by that director; or (c) the date of that director’s resignation. The Board of Directors may fill any vacancy resulting from the non-election of a director, or fill the office held by a holdover director, as provided in our Bylaws. The Governance and Nominating Committee will consider promptly whether to fill the office of a nominee who fails to receive a majority vote and make a recommendation to our Board about filling the office. The Board of Directors will act on the Governance and Nominating Committee’s recommendation and within 90 days after certification of the shareholder vote will disclose publicly its decision. Additional details about this process are specified in our Bylaws, which are available on our website at aka.ms/policiesandguidelines.