Microsoft 2015 Interactive Proxy Statement

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Directors

  • William H. Gates III

  • Teri L. List-Stoll

  • G. Mason Morfit

  • Satya Nadella

  • Charles H. Noski

  • Helmut Panke, Ph.D.

  • Sandra E. Peterson

  • Charles W. Scharf

  • John W. Stanton

  • John W. Thompson

  • Padmasree Warrior

View by Qualification:

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  • Technology

    • John W. Thompson
    • William H. Gates III
    • Satya Nadella
    • Charles H. Noski
    • Charles W. Scharf
    • John W. Stanton
    • Padmasree Warrior
    • Sandra E. Peterson
  • Leadership

    • John W. Thompson
    • William H. Gates III
    • Satya Nadella
    • Helmut Panke, Ph.D.
    • Charles W. Scharf
    • John W. Stanton
    • Charles H. Noski
    • Sandra E. Peterson
  • Global business

    • John W. Thompson
    • William H. Gates III
    • Teri L. List-Stoll
    • Satya Nadella
    • Charles H. Noski
    • Helmut Panke, Ph.D.
    • Charles W. Scharf
    • John W. Stanton
    • Padmasree Warrior
    • Sandra E. Peterson
  • Financial

    • John W. Thompson
    • William H. Gates III
    • Teri L. List-Stoll
    • G. Mason Morfit
    • Charles H. Noski
    • Helmut Panke, Ph.D.
    • Charles W. Scharf
    • John W. Stanton
  • Mergers and acquisitions

    • John W. Thompson
    • Teri L. List-Stoll
    • G. Mason Morfit
    • Charles H. Noski
    • Charles W. Scharf
    • John W. Stanton
    • Padmasree Warrior
  • Public company board service and governance

    • John W. Thompson
    • William H. Gates III
    • Teri L. List-Stoll
    • G. Mason Morfit
    • Satya Nadella
    • Charles H. Noski
    • Helmut Panke, Ph.D.
    • Charles W. Scharf
    • John W. Stanton
    • Padmasree Warrior
    • Sandra E. Peterson
  • Sales and marketing

    • John W. Thompson
    • Teri L. List-Stoll
    • Helmut Panke, Ph.D.
    • Charles W. Scharf
    • Sandra E. Peterson
  • Ethnic, gender, national or other diversity

    • John W. Thompson
    • Satya Nadella
    • Teri L. List-Stoll
    • Helmut Panke, Ph.D.
    • Padmasree Warrior
    • Sandra E. Peterson
  1. Gender
  2. More Diversity

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  • 6-10

  • 11-15

  • 15+

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Independent ()
Non-Independent ()

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  • Audit


    Number of meetings: 9
    Chair: Charles H. Noski

    Audit Committee Financial Expert

    - Teri L. List-Stoll

    - Dr. Helmut Panke

    - Charles H. Noski

    • Teri L. List-Stoll
    • G. Mason Morfit
    • Charles H. Noski
    • Helmut Panke, Ph.D.
  • Compensation


    Number of meetings: 6
    Chair: John W. Stanton

    • Helmut Panke, Ph.D.
    • John W. Stanton
    • G. Mason Morfit
  • Governance and Nominating


    Number of meetings: 6
    Chair: John W. Thompson

    • John W. Thompson
    • Charles H. Noski
    • Charles W. Scharf
    • Teri L. List-Stoll
  • Regulatory and Public Policy


    Number of meetings: 3
    Chair: Helmut Panke

    • John W. Thompson
    • Helmut Panke, Ph.D.
    • John W. Stanton

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  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

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  • Independent Chairman of the Board


    John W. Thompson
    • John W. Thompson
  • Chief Executive Officer


    Satya Nadella
    • Satya Nadella
Close

William H. Gates III

Co-Chair and Trustee, Bill & Melinda Gates Foundation


Age: 59
Director since: 1981
Independent: No
Board Committees:
Other Public Boards: Berkshire Hathaway, Inc.
Qualifications:

Mr. Gates, a cofounder of Microsoft, served as Chairman from our incorporation in 1981 until 2014. He currently acts as a Technical Advisor to Mr. Nadella on key development projects. Mr. Gates retired as an employee in 2008. Mr. Gates served as Chief Software Architect from 2000 until 2006, when he announced his two-year plan to transition out of a day-to-day full-time employee role. Mr. Gates served as Chief Executive Officer from 1981 until 2000, when he resigned as Chief Executive Officer and assumed the position of Chief Software Architect. As co-chair of the Bill & Melinda Gates Foundation, Mr. Gates shapes and approves grant- making strategies, advocates for the foundation’s issues, and helps set the overall direction of the organization.


Qualifications:

As a founder of Microsoft, Mr. Gates’ foresight and his vision for personal computing have been central to the success of Microsoft and the software industry. He has unparalleled knowledge of the Company’s history, strategies, and technologies. As Chairman and Chief Executive Officer of the Company from its incorporation in 1981 to 2000, he grew Microsoft from a fledgling business into the world’s leading software company, in the process creating one of the world’s most prolific sources of innovation and powerful brands. As Chief Software Architect from 2000 to 2006, and through 2008 when he retired as an employee of Microsoft, Mr. Gates set in motion technological and strategic programs that are a core part of the Company. He continues to provide technical and strategic input on our evolution as a productivity and platform company for the mobile-first and cloud-first world. His work overseeing the Bill and Melinda Gates Foundation provides global insights relevant to the Company’s current and future business opportunities and a keen appreciation of stakeholder interests.

Teri L. List-Stoll

Executive Vice President & Chief Financial Officer, DICK'S Sporting Goods, Inc.


Age: 52
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Danaher Corporation
Qualifications:

Ms. List-Stoll joined DICK’S Sporting Goods, Inc. as Executive Vice President and Chief Financial Officer in August 2015. From December 2013 to March 2015, Ms. List-Stoll served as Executive Vice President and Chief Financial Officer for Kraft Foods Group, and then as a senior advisor through May 2015. As CFO, she led Kraft’s finance, information services, and business process excellence organizations and was responsible for financial planning, financial accounting and reporting, internal audit, treasury, tax, acquisitions and divestitures, and investor relations. Ms. List-Stoll joined Kraft in September 2013 as Senior Vice President leading the business unit finance teams. Prior to Kraft, Ms. List-Stoll was at Procter & Gamble (“P&G”) for nearly 20 years, where she last served as Senior Vice President and Treasurer. Ms. List-Stoll started with P&G in 1994 and held finance leadership roles across a diverse range of areas including business unit management, supply chain, sales, accounting, and financial planning and analysis. From 1991 to 1993, Ms. List-Stoll was a fellow with the Financial Accounting Standards Board (“FASB”). Prior to her fellowship at FASB, she spent six years at Deloitte & Touche, providing financial counsel to large multinational companies.

Qualifications:

Ms. List-Stoll brings to the Board significant financial expertise, having spent her professional career in a broad range of finance and accounting roles. She has exceptional financial and operational experience from her two decades in consumer goods and retail industries. As Executive Vice President and Chief Financial Officer for DICK’S Sporting Goods and in her previous roles at Kraft Foods Group and P&G, Ms. List-Stoll has a proven record of accomplishment leading diverse and complex financial functions, providing an understanding of complex financial management and accounting matters similar to those Microsoft faces. Her experience involving business unit management, supply chain and sales at a major consumer products company provides valuable insights into the Company’s consumer opportunities.

G. Mason Morfit

President, ValueAct Capital


Age: 40
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Mr. Morfit is the President of ValueAct Capital, a significant Microsoft shareholder. He has been a non-managing member of ValueAct Capital Management, L.P. since 2003 and was an associate with ValueAct Capital from January 2001 to December 2002. Prior to joining ValueAct Capital, Mr. Morfit worked in equity research for Credit Suisse First Boston from 1999 to 2000. He has a B.A. from Princeton University, and is a former CFA charter holder.

Qualifications: 

Mr. Morfit is a seasoned investor involved in strategic planning for other public and private companies, including companies involved in significant periods of transition. His experience on the audit, governance, and compensation committees of other public companies positions him to be a valuable and versatile asset in a variety of contexts and committee roles. Mr. Morfit has substantial experience in analyzing financial statements and capital allocation decisions.

Former Public Company Directorships Held in the Past Five Years

  • C.R. Bard, Inc.
  • Immucor, Inc.
  • Valeant Pharmaceuticals International, Inc.

Satya Nadella

Chief Executive Officer


Age: 48
Director since: 2014
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Mr. Nadella was appointed Chief Executive Officer and a Director in February 2014. He served as Executive Vice President, Cloud and Enterprise since July 2013. From 2011 to 2013, Mr. Nadella served as President, Server and Tools. From 2009 to 2011, he was Senior Vice President, Online Services Division. From 2008 to 2009, he was Senior Vice President, Search, Portal and Advertising. Since joining Microsoft in 1992, Mr. Nadella’s roles also included Vice President of the Business Division.

Qualifications:

The Board of Directors chose Mr. Nadella to lead Microsoft as Chief Executive Officer and serve on the Board because he is a proven leader with masterful engineering skills, business vision, and the ability to bring people together. His understanding of how technology will be used and experienced around the world will serve us well in our next chapter of innovation and growth. Mr. Nadella’s decades-long history with Microsoft gives him deep insight into our culture, operations, and strategic direction. He spearheaded major strategy and technical shifts across the company’s products and services, most notably our move to the cloud and the development of one of the largest cloud infrastructures in the world supporting Bing, Xbox, Office 365 and other services. This experience is fundamental to the Company’s current strategic direction. The business groups he managed delivered strong, consistent growth, outperforming the market and taking share from competitors, demonstrating his ability to translate vision into business results.

Former Public Company Directorships Held in the Past Five Years

•  Riverbed Technology, Inc.

Charles H. Noski

Former Vice Chairman, Bank of America Corporation


Age: 63
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: Avon Products, Inc.; The Priceline Group Inc.
Qualifications:

Mr. Noski served as Vice Chairman of Bank of America Corporation from June 2011 until September 2012. From May 2010 through June 2011, he served as Executive Vice President and Chief Financial Officer of Bank of America Corporation. From 2003 to 2005, Mr. Noski served as Corporate Vice President and Chief Financial Officer of Northrop Grumman Corporation and served as a director from 2002 to 2005. Mr. Noski joined AT&T in 1999 as Senior Executive Vice President and Chief Financial Officer and was named Vice Chairman of AT&T’s board of directors in 2002. Mr. Noski retired from AT&T upon completion of its restructuring in 2002. Prior to joining AT&T, Mr. Noski was President, Chief Operating Officer, and a member of the board of directors of Hughes Electronics Corporation, a publicly traded subsidiary of General Motors Corporation in the satellite and wireless communications business. He is immediate past Chairman of the Financial Accounting Standards Advisory Council of the FASB, a member of the AICPA and FEI, a past member of the Standing Advisory Group of the PCAOB, and a director of the National Association of Corporate Directors.

Qualifications:

With his extensive background in finance, accounting, risk, capital markets, and business operations, Mr. Noski has a unique portfolio of business skills. He has served as a senior executive officer or head of a business unit of a major public company in
a variety of contexts. A large part of Mr. Noski’s executive experience has been in the technology sector, including multinational telecommunications companies. His service with leading organizations in the accounting and auditing fields reflects his expertise in finance and accounting matters. Mr. Noski has served on a wide range of public company boards in the technology, industrial, and finance fields.

Former Public Company Directorships Held in the Past Five Years

  • Avery Dennison Corporation
  • Merrill Lynch & Co (wholly-owned subsidiary of Bank of America Corporation)

Helmut Panke, Ph.D.

Former Chairman of the Board of Management, BMW AG


Age: 69
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: Singapore Airlines Limited, Bayer AG (Supervisory Board)
Qualifications:

Dr. Panke served as Chairman of the Board of Management of BMW Bayerische Motoren Werke AG from 2002 through 2006. From 1999 to 2002, he served as a member of the Board of Management for Finance. From 1996 to 1999, Dr. Panke was a member of the Board of Management for Human Resources and Information Technology. In his role as Chairman and Chief Executive Officer of BMW (US) Holding Corp. from 1993 to 1996, he was responsible for the company’s North American activities. He joined BMW in 1982.

Qualifications:

Dr. Panke brings a global perspective to the Microsoft Board of Directors. His almost 25-year career at BMW culminated in leading the company from 2002 to 2006, giving him experience as chief executive officer of a major international public corporation. In addition, his extensive résumé at BMW includes leadership roles in a variety of business disciplines including finance, information technology, worldwide human resources, and operations. Dr. Panke understands product manufacturing processes, how to manage a company through business cycles and intense competition, and how to build and sustain a globally recognized and respected brand. His service on the boards of other prominent international companies enhances his ability to contribute insights on achieving business success in a diverse range of geographies, economic conditions, and competitive environments.

Former Public Company Directorships Held in the Past Five Years

  • UBS AG

Sandra E. Peterson

Group Worldwide Chairman of Johnson & Johnson


Age: 56
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Dun & Bradstreet Corporation
Qualifications:

Ms. Peterson has served as the Group Worldwide Chairman and member of the Executive Committee of Johnson & Johnson, a diversified global health care company with leading consumer health, pharmaceutical and medical device businesses, since December 2012. Ms. Peterson previously served as Chairman of the Board of Management of Bayer CropScience AG (a subsidiary of Bayer AG) from 2010 to 2012 and, prior to that, as a member of Bayer CropScience AG’s Board of Management from July 2010 to September 2010. Prior to that, Ms. Peterson served as Executive Vice President and President, Medical Care, Bayer HealthCare LLC from 2009 to 2010, and as President, Diabetes Care Division, from 2005 to 2009. She was Group President of Government for Medco Health Solutions, Inc. (formerly Merck-Medco) from 2003 to 2004, Senior Vice President of Medco’s health businesses from 2001 to 2003 and Senior Vice President of Marketing for Merck-Medco Managed Care LLC from 1999 to 2001.

Qualifications: 

Ms. Peterson’s skills include extensive operating experience with global companies, product and marketing experience, and expertise with strategy development gained from her executive positions with Johnson & Johnson, Bayer CropScience, Bayer HealthCare and Medco Health Solutions. She has significant information technology experience, financial knowledge and understanding of how to run a highly regulated business. Ms. Peterson has over a decade of experience on the board of another U.S. public company, Dun & Bradstreet, including service as Chairman of the Innovation and Technology Committee and member of the Compensation and Benefits Committee.

Charles W. Scharf

Chief Executive Officer, Visa Inc.


Age: 50
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Visa Inc.
Qualifications:

Mr. Scharf has served as Chief Executive Officer and a Director of Visa Inc., a global payments company, since 2012. Previously, Mr. Scharf was a Managing Director of One Equity Partners, the private investment arm of JPMorgan Chase & Co., a global financial services firm. From 2004 to 2011, Mr. Scharf served as Chief Executive Officer of Retail Financial Services at JPMorgan Chase & Co. and from 2002 to 2004, served as Chief Executive Officer of the retail division of Bank One Corporation, a financial institution. Mr. Scharf also served as Chief Financial Officer of Bank One Corporation from 2000 to 2002, Chief Financial Officer of the Global Corporate and Investment Bank division at Citigroup, Inc., an international financial conglomerate, from 1999 to 2000, and Chief Financial Officer of Salomon Smith Barney, an investment bank, and its predecessor company from 1995 to 1999.

Qualifications:

Mr. Scharf, as a sitting CEO of a large global business, adds strategic and operational depth to the Microsoft board, as well as a deep understanding of how commerce is changing globally. Mr. Scharf has more than 25 years of payment systems, financial services and leadership experience from his senior executive roles in some of the leading financial services firms in the world. Throughout his career Mr. Scharf has positively impacted large and complex institutions, from building one of the premier retail banking operations in the U.S. at JPMorgan Chase, to rebuilding the consumer banking brand, improving financial discipline and developing senior talent at Bank One, to overseeing a major business transition and consolidation as a director of Visa Inc. and Visa U.S.A. Mr. Scharf’s leadership skills and knowledge of global finance and commerce position him to contribute significantly to the board’s oversight of our evolving business, operations, and strategies.

John W. Stanton

Chairman, Trilogy International Partners, Inc.


Age: 60
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Columbia Sportswear Company
Qualifications:

Mr. Stanton founded Trilogy International Partners, Inc., a wireless operator in Central and South America and New Zealand, and Trilogy Equity Partners, a private equity fund that invests in early-stage growth opportunities in the wireless ecosystem in 2005, and currently serves as Chairman of both enterprises. He was a director of Clearwire Corp. from 2008 to 2013 and Chairman between 2011 to 2013. He also served as Clearwire’s Interim Chief Executive Officer during 2011. Mr. Stanton founded and served as Chairman and Chief Executive Officer of Western Wireless Corporation, a wireless telecommunications company, from 1992 until shortly after its acquisition by ALLTEL Corporation in 2005. Mr. Stanton was Chairman and a director of T-Mobile USA, formerly VoiceStream Wireless Corporation, a mobile telecommunications company, from 1994 to 2004 and was Chief Executive Officer from 1998 to 2003.

Qualifications:

Mr. Stanton is a recognized pioneer in the wireless telecommunications industry. His leadership of four of the top wireless operators in the United States over the past three decades positions him to contribute significantly to the development of our mobile- first and cloud-first strategies. His experience developing and operating wireless networks in established and developing markets worldwide will assist our efforts to grow our worldwide mobile devices and services footprint as we integrate the Nokia acquisition. Mr. Stanton’s extensive background as a chief executive officer and director of public and private companies will lend valuable perspective and judgment to the Board’s deliberations. His record of accomplishment in multiple business endeavors demonstrates his acumen across the spectrum of strategic planning and financial matters.

Former Public Company Directorships Held in the Past Five Years

  • Clearwire Corp.

John W. Thompson

Chief Executive Officer, Virtual Instruments


Age: 66
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Mr. Thompson, previously lead independent director, became independent Chairman of our Board of Directors in February 2014. He currently serves as Chief Executive Officer of Virtual Instruments, a privately-held company whose products are designed to ensure the performance and availability of applications deployed in virtualized and private cloud computing environments. Since 2009, Mr. Thompson has been an active investor in early-stage technology companies in Silicon Valley. Mr. Thompson served as Chairman and Chief Executive Officer of Symantec Corp. beginning in 1999, helping transform Symantec into a leader in security, storage, and systems management solutions. Mr. Thompson stepped down as Chief Executive Officer of Symantec in 2009, and stepped down from Symantec’s board of directors in 2011. Previously, Mr. Thompson held leadership positions in sales, marketing, and software development at IBM, including general manager of IBM Americas. He was a member of IBM’s Worldwide Management Council.

Qualifications:

Mr. Thompson has a wealth of leadership experience in the technology industry, including areas such as cloud computing and information security that are important to Microsoft’s strategic direction. As Chief Executive Officer of Virtual Instruments, he understands the critical importance of performance and reliability in enterprises’ physical, virtual, and cloud computing environments. During his 10-year tenure as Chief Executive Officer of Symantec, Mr. Thompson oversaw its transformation into a leader in security, storage, and systems management solutions for individual consumers and large enterprises. Through his senior leadership experiences at Virtual Instruments, Symantec, and IBM, he has expertise in sales, marketing, technology and operations, including managing a large workforce and overseeing international business operations. Mr. Thompson’s experience also includes service as a director of large public companies.

Former Public Company Directorships Held in the Past Five Years

  • Seagate Technology PLC
  • Symantec Corporation
  • United Parcel Service

Padmasree Warrior

Former Strategic Advisor to Cisco Systems, Inc.


Age: 54
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: The Gap, Inc.; Box, Inc.
Qualifications:

Ms. Warrior served as Strategic Advisor to Cisco Systems, Inc., a leading global networking equipment provider, from June to September 2015. Prior to that, she was Chief Technology and Strategy Officer from July 2012 to June 2015 and served as Chief Technology Officer, Senior Vice President Engineering and General Manager Global Enterprise segment from 2010 to 2012. She joined Cisco in 2008 as the Chief Technology Officer. Before joining Cisco, Ms. Warrior served in various executive roles at Motorola, Inc., a mobile device and telecommunications company, from 1999 to 2007, most recently as Executive Vice President and Chief Technology Officer from 2003 to 2007. Ms. Warrior currently serves on the Board of Directors of The Gap, Inc., a retail apparel company, and Box, Inc., a cloud-based, mobile-optimized enterprise content collaboration platform. Ms. Warrior holds a B.S. in Chemical Engineering from the Indian Institute of Technology in New Delhi and an M.S. in Chemical Engineering from Cornell University.

Qualifications: 

Ms. Warrior is widely recognized as a visionary business leader in technology. As a senior executive for Cisco, Ms. Warrior was responsible for worldwide business and technology strategy, mergers and acquisitions, equity investments, and innovation. Charged with aligning technology development and corporate strategy, she understands how to make high-stakes decisions in ambiguous and quickly evolving environments. She also has wide-ranging experience as a technical leader at Motorola addressing silicon, hardware and software development challenges. Ms. Warrior brings significant experience in driving technology and operational innovation across a global company, and in forging growth through strategic partnerships and new business models.

Meeting Highlights

The Venue

Meydenbauer Center 11100 NE 6th Street
Bellevue, Washington 98004

Date/Time:

December 2, 2015 08:00a.m.PST

Meeting begins in:

00 Days
00 Hours
00 Minutes
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Items of Business:

Item Board Rec.
To elect the 11 director nominees named in this Proxy Statement check-box
To approve, on a non-binding advisory basis, the compensation paid to our Named Executive Officers check-box
To ratify the selection of Deloitte and Touche LLP as our independent auditor for fiscal year 2016 check-box
To transact other business that may properly come before the Annual Meeting

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