Microsoft 2017 Interactive Proxy Statement

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Director nominees

  • William H. Gates III

  • Reid G. Hoffman

  • Hugh F. Johnston

  • Teri L. List-Stoll

  • Satya Nadella

  • Charles H. Noski

  • Helmut Panke, Ph.D.

  • Sandra E. Peterson

  • Penny S. Pritzker

  • Charles W. Scharf

  • Arne M. Sorenson

  • John W. Stanton

  • John W. Thompson

  • Padmasree Warrior

View by Qualification:

  • View All
  • Financial

    • Arne M. Sorenson
    • Charles H. Noski
    • Charles W. Scharf
    • Hugh F. Johnston
    • John W. Stanton
    • John W. Thompson
    • Helmut Panke, Ph.D.
    • Teri L. List-Stoll
    • William H. Gates III
  • Gender, ethnic, national or other diversity

    • Satya Nadella
    • Teri L. List-Stoll
    • Sandra E. Peterson
    • Penny S. Pritzker
    • Helmut Panke, Ph.D.
    • John W. Thompson
    • Padmasree Warrior
  • 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
    • Arne M. Sorenson
    • Hugh F. Johnston
    • Penny S. Pritzker
  • 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
    • Padmasree Warrior
    • Arne M. Sorenson
    • Penny S. Pritzker
    • Reid G. Hoffman
  • Mergers and acquisitions

    • John W. Thompson
    • Teri L. List-Stoll
    • Charles H. Noski
    • Charles W. Scharf
    • John W. Stanton
    • Padmasree Warrior
    • Arne M. Sorenson
    • Hugh F. Johnston
    • Penny S. Pritzker
    • Reid G. Hoffman
    • Satya Nadella
  • Public company board service and governance

    • 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
    • Arne M. Sorenson
    • Hugh F. Johnston
    • Penny S. Pritzker
    • Reid G. Hoffman
  • Sales and marketing

    • Teri L. List-Stoll
    • Sandra E. Peterson
    • Helmut Panke, Ph.D.
    • Charles W. Scharf
    • John W. Thompson
  • Technology

    • Padmasree Warrior
    • John W. Thompson
    • John W. Stanton
    • Charles W. Scharf
    • Sandra E. Peterson
    • William H. Gates III
    • Satya Nadella
    • Charles H. Noski
    • Reid G. Hoffman
  1. Gender
  2. More Diversity
  • Ethnic, gender, national, or other diversity (50%)

    • Teri L. List-Stoll
    • Satya Nadella
    • Sandra E. Peterson
    • Padmasree Warrior
    • John W. Thompson
    • Helmut Panke, Ph.D.
    • Penny S. Pritzker

View by years of Tenure:

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  • 0-2

  • 3-5

  • 6-10

  • 11-15

  • 15+

View by Independence:

Independent ()
Non-Independent ()

View by Committee:

  • View All
  • Audit


    Number of meetings: 9
    Chair: Charles H. Noski

    Audit Committee Financial Expert

    - Teri L. List-Stoll

    - Hugh F. Johnston

    - Dr. Helmut Panke

    - Charles H. Noski

    • Teri L. List-Stoll
    • Charles H. Noski
    • Helmut Panke, Ph.D.
    • Hugh F. Johnston
  • Compensation


    Number of meetings: 6
    Chair: John W. Stanton

    • Padmasree Warrior
    • John W. Stanton
    • Charles W. Scharf
    • Sandra E. Peterson
  • 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
    • Sandra E. Peterson
    • Reid G. Hoffman

View by Age:

  • View All
  • 0-45

  • 45-54

  • 55-64

  • 65-74

  • 75+

View by Leadership:

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  • Non-Executive 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: 61
Director since: 1981
Independent: No
Board Committees:
Other Public Boards: Berkshire Hathaway, Inc.
Qualifications:

Experience:
Microsoft Corporation (1981-present)

  • Technical Advisor to Satya Nadella (CEO) (2014-present)
  • Co-founder and Chairman (1981-2014)
  • Chief Software Architect (2000-2006)
  • Chief Executive Officer (1981-2000)

Microsoft Committees:

  • None

Other public company directorships:

  • Berkshire Hathaway Inc.

Former public company directorships held in the past five years:

  • None

Other positions:

  • Co-Chair and Trustee, Bill & Melinda Gates Foundation

 

Reid G. Hoffman

Partern, Greylock Partners


Age: 50
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience:

Greylock Partners (2009-present) (venture capital firm)

  • Partner (2009-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 Inc. (2000-2002)

  • Executive Vice President (2000-2002)

Microsoft committees:

  • Regulatory and Public Policy

Other public company directorships:

  • None

Former public company directorships held in the past five years:

  • LinkedIn Corporation
  • Zynga Inc.

Hugh F. Johnston

Vice Chairman and CFO, PepsiCo, Inc.


Age: 56
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience:

PepsiCo, Inc. (1987-1999 and 2002-present) (food and beverage company)

  • Vice Chairman (2015-present)
  • Executive Vice President, and Chief Financial Officer (2010-present)
  • 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 & Company, Inc. (1999-2002)

  • Vice President, Retail Marketing, Merck-Medco Managed Care LLC (1999-2002)

Microsoft committees:

  • Audit

Other public company directorships:

  • None

Former public company directorships held in the past five years:

  • AOL, Inc.
  • Twitter Inc.

Teri L. List-Stoll

Executive Vice President & Chief Financial Officer, Gap, Inc.


Age: 54
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Danaher Corporation
Qualifications:

Experience:

Gap, Inc. (2016-present) (clothing and accessories retailer)

  • Executive Vice President and Chief Financial Officer (2016-present)

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)

Procter & Gamble Co. (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

Former public company directorships held in the past five years:

  • None

Other positions:

  • Trustee, Financial Accounting Foundation
  • Practice Fellow, Financial Accounting Standards Board

Satya Nadella

Chief Executive Officer, Microsoft Corporation


Age: 50
Director since: 2014
Independent: No
Board Committees:
Other Public Boards: Starbucks Corporation
Qualifications:

Experience:

Microsoft Corporation (1992-present)

  • Chief Executive Officer and Director (2014-present)
  • 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:

  • Starbucks Corporation

Former public company directorships held in the past five years:

  • Riverbed Technology, Inc.

Charles H. Noski

Former Vice Chairman, Bank of America Corporation


Age: 65
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: Avon Products, Inc.;
The Priceline Group Inc.
Qualifications:

Experience:

Bank of America Corporation (2010-2012) (banking and financial services company)

  • Vice Chairman (2011-2012)
  • Executive Vice President and Chief Financial Officer (2010-2011)

Northrop Grumman Corporation (2002-2005)

  • Corporate Vice President and Chief Financial Officer (2003-2005)
  • Director (2002-2005)
  • AT&T (1999-2002)
  • Vice Chairman of the Board (2002)
  • Senior Executive Vice President and Chief Financial Officer (1999-2002)

Hughes Electronics Corporation (1990-1999)

  • President, Chief Operating Officer and Director (1997-1999)
  • Vice Chairman, Chief Financial Officer and Director (1996-1997)

Microsoft committees:

  • Audit (Chair)
  • Governance and Nominating

Other public company directorships:

  • Avon Products, Inc.
  • The Priceline Group Inc.

Former public company directorships held in the past five years:

  • Avery Dennison Corporation

Other positions:

  • Chairman of the Board of Trustees, Financial Accounting Foundation
  • Director, National Association of Corporate Directors
  • Past member, Standing Advisory Group of the PCAOB

Helmut Panke, Ph.D.

Former Chairman of the Board of Management, BMW Bayerische Motoren Werke AG and affiliates


Age: 71
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: Singapore Airlines Limited
Qualifications:

Experience:

BMW Bayerische Motoren Werke AG and affiliates (1982-2006) (automobile manufacturer)

  • Chairman of the Board of Management (2002-2006)
  • Board of Management for Finance (1999-2002)
  • Board of Management for Human Resources and Information Technology (1996-1999)

Microsoft committees:

  • Audit
  • Regulatory and Public Policy (Chair)

Other public company directorships:

  • Singapore Airlines Limited

Former public company directorships held in the past five years:

  • Bayer AG (supervisory board)
  • UBS AG

Sandra E. Peterson

Group Worldwide Chair, Johnson & Johnson


Age: 58
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience:

Johnson & Johnson (2012-present) (medical devices, pharmaceutical and consumer goods manufacturer)

  • Group Worldwide Chair and member of the Executive Committee (2012-present)

Bayer CropScience AG (2010-2012)

  • 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 (2001-2003)
  • Senior Vice President, Marketing and Strategy (1999-2001)

Microsoft committees:

  • Compensation
  • Regulatory and Public Policy

Other public company directorships:

  • None

Former public company directorships held in the past five years:

  • Dun & Bradstreet Corporation

Penny S. Pritzker

Chairman, PSP Capital Partners, LLC


Age: 58
Director since: 2018
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

New Nominee

Experience:

United States Secretary of Commerce (2013-2017)

PSP Capital Partners, LLC (present) (private investment firm)

  • Founder and Chairman (present)

Pritzker Realty Group (present)

  • Co-founder and Chairman (present)

Artemis Real Estate Partners (2009-2013)

  • Co-founder and Chairman (2009-2013)

The Parking Spot (1998-2011)

  • Co-founder and Chairman (1998-2011)

Vi Senior Living (1987-2011)

  • Founder and Chairman (1987-2011)

Microsoft committees:

  • Appointment will be made after election

Other public company directorships:

  • None

Former public company directorships held in the past five years:

  • Hyatt Hotels Corporation

Other positions:

  • Co-founder, Pritzker Traubert Family Foundation

Charles W. Scharf

Chief Executive Officer, The Bank of New York Mellon Corporation


Age: 52
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: The Bank of New York Mellon Corporation
Qualifications:

Experience:

The Bank of New York Mellon Corporation (2017- present) (banking and financial services company)

  • Chief Executive Officer and Director (2017-present)

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:

  • The Bank of New York Mellon Corporation

Former public company directorships held in the past five years:

  • Visa Inc.

Arne M. Sorenson

President and CEO, Marriott International, Inc.


Age: 58
Director since: 2018
Independent: Yes
Board Committees:
Other Public Boards: Marriott International, Inc.
Qualifications:

New Nominee

Experience:

Marriott International, Inc. (1996-present) (global lodging company)

  • President and Chief Executive Officer (2012-present)
  • President and Chief Operating Officer (2009-2012)
  • Executive Vice President, Chief Financial Officer, and President, Continental European Lodging (2003-2009)
  • Executive Vice President and Chief Financial Officer (1998-2003)
  • Senior Vice President, Business Development (1996-1998)

Microsoft committees:

  • Appointment will be made after election

Other public company directorships:

  • Marriott International, Inc.

Former public company directorships held in the past five years:

  • Wal-Mart Stores, Inc.

Other positions:

  • Director, Brand USA

John W. Stanton

Chairman, Trilogy Partnerships


Age: 62
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Costco Wholesale Corporation;
Trilogy International Partners, Inc.
Qualifications:

Experience:

Trilogy Partnerships (2005-present) (investment company)

  • Founder and Chairman (2005-present)

Clearwire Corp. (2008-2011)

  • 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:

  • Compensation (Chair)
  • Regulatory and Public Policy

Other public company directorships:

  • Costco Wholesale Corporation
  • Trilogy International Partners, Inc.

Former public company directorships held in the past five years:

  • Clearwire Corp.
  • Columbia Sportswear Company

Other positions:

  • Chairman, First Avenue Entertainment LLLP, owner of Seattle Mariners (2016-present)

John W. Thompson

Independent Chairman, Microsoft Corporation; Former CEO, Virtual Instruments, Inc.


Age: 68
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: Illumina, Inc.
Qualifications:

Experience:

Microsoft Corporation (2014 to present)

  • Non-executive Chairman of the Board

Virtual Instruments Corporation (2010-2016) (computing infrastructure performance management solutions provider)

  • Chief Executive Officer and Director (2010-2016)

Symantec Corp. (1999-2011)

  • Chairman of the Board (1999-2011)
  • Chief Executive Officer (1999-2009)

IBM Corporation (1971-1999)

  • General Manager, IBM Americas (1996-1999)
  • Various positions of increasing authority (1971-1996)

Microsoft committees:

  • Governance and Nominating (Chair)
  • Regulatory and Public Policy

Other public company directorships:

  • Illumina, Inc.

Former public company directorships held in the past five years:

  • United Parcel Service

Other positions:

  • Executive Advisor, Riverwood Capital

Padmasree Warrior

CEO, NIO USA, Inc.


Age: 56
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Experience:

NIO USA, Inc. (2015-present) (electric autonomous automobile manufacturer)

  • Chief Executive Officer and Director (2015-present)

Cisco Systems, Inc. (2008-2015)

  • Strategic Advisor (2015)
  • Chief Technology and Strategy Officer (2012-2015)
  • Chief Technology Officer, Senior Vice President, Engineering and General Manager Global Enterprise segment (2010-2012)
  • Chief Technology Officer (2008-2010)

Motorola, Inc. (1999-2007)

  • Executive Vice President and Chief Technology Officer (1999-2007)

Microsoft committees:

  • Compensation

Other public company directorships:

  • None

Former public company directorships held in the past five years:

  • Box, Inc.
  • Gap, Inc.

Meeting Highlights

The Venue

Meydenbauer Center 11100 NE 6th Street
Bellevue, Washington 98004

Date/Time:

November 29, 2017 08:00a.m.Pacific Time

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
Elect the 14 director nominees named in this Proxy Statement check-box
Approve, on a non-binding advisory basis, the compensation paid to our named executive officers (the “say-on-pay” vote) check-box
Vote, on a non-binding advisory basis, on the frequency (i.e., every one, two, or three years) of holding the say-on-pay vote check-box
Ratify the selection of Deloitte & Touche LLP as our independent auditor for fiscal year 2018 check-box
Approve material terms of the performance goals under the Microsoft Corporation Executive Incentive Plan check-box
Approve the Microsoft Corporation 2017 Stock Plan check-box
Transact other business that may properly come before the Annual Meeting

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