MICRON TECHNOLOGY INC

In October 2023, the Compensation Committee set compensation levels and performance goals for Fiscal 2024 based on a review of financial results, projections, individual contributions, strategic objectives, market data, and market conditions. The table below reflects target total direct compensation and illustrates our executive compensation program emphasis on longer-term and performance-based variable award opportunities.

46 | 2024 Proxy Statement

The percentages shown for each of the compensation components in the table above are presented based on base salary, target annual STI award, and the annual LTI awards (at the target award values approved by the Compensation Committee) granted to our CEO (on the left) and averaged for all other Named Executive Officers, excluding our CEO (on the right). Percentages may not total 100% due to rounding.

Increases in target compensation levels for Fiscal 2024 resulted from increases to salaries and percent target opportunities for all Named Executive Officers other than Mr. Mehrotra. These increases were incremental relative to initial target Fiscal 2023 levels, but appear more significant in the compensation tables that follow this discussion when contrasted with the impact that suspension of the STI program for Fiscal 2023 in February 2023 and the temporary reduction in base salary levels for all Named Executive Officers for the second half of Fiscal 2023 had on Fiscal 2023 amounts earned. In addition, the Company’s actual performance relative to the Fiscal 2024 STI goals increased the actual total cash compensation levels for all Named Executive Officers for Fiscal 2024 relative to 2023.

BASE SALARIES

In October 2023, the Compensation Committee reviewed and determined to adjust base salary levels for all executives other than Mr. Mehrotra. Due to challenging business conditions in Fiscal 2023, Mr. Mehrotra’s salary was temporarily reduced by 20% and all other Named Executive Officers’ salaries were reduced by 15% from February 2023 through the end of Fiscal 2023. Based on the Company’s performance in the second half of Fiscal 2023, individual executive performance and the assessment of compensation levels relative to market, salaries were increased, on average, 9% from the approved pre-reduction Fiscal 2023 levels, excluding Mr. Mehrotra. These were the first increases for these executives since the fiscal year ended September 1, 2022 (“Fiscal 2022”) and were intended to improve the competitive positioning relative to the market.

SHORT-TERM INCENTIVES

We use our STI plan to attract, retain, and reward qualified executives who are important to our success by offering the opportunity to earn cash awards for achieving performance goals set by the Compensation Committee. Due to the challenging nature of the goals set by the Compensation Committee, achievement of STI goals has historically required significant leadership and effort.

Fiscal 2024 Short-Term Incentive Awards

In October 2023, the Compensation Committee established Fiscal 2024 performance goals and a short-term incentive compensation opportunity (the “Target Awards”) for each Named Executive Officer. The Compensation Committee selected the Company Performance goals outlined below based on their correlation to the creation of shareholder value and their alignment with our financial and strategic objectives. The STI award payouts were determined following the end of the Fiscal 2024 performance period as follows:

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STI Bonus Targets

In October 2023, the Compensation Committee approved increases in target incentive opportunities for all executive officers, other than Mr. Mehrotra, to improve the competitive positioning of our Named Executive Officers’ target STI opportunities relative to the market. Fiscal 2024 Target Awards under the STI plan for each named executive officer are as follows:

(1)Actual payouts for Fiscal 2024 were slightly below amounts calculated under the bonus formula due to negative discretion exercised by the Compensation Committee.

Company Profitability and Strategic Performance Goals

The Compensation Committee chose the profitability and strategic goals and weightings outlined above based on the following criteria:

•Criticality in driving the Company’s near- and long-term performance to increase shareholder value

•To motivate stretch financial performance achievement beyond the Company’s annual business plan for Fiscal 2024

•Focus on environmental sustainability and DEI, which delivers business value, is an expectation of our customers and benefits our communities, team members, and other stakeholders

A minimum of threshold performance of either of the profitability performance goals must be achieved in order for any portion of the STI to be earned under the profitability goals. Additionally, if the profitability goal results in achievement that is below 0.9x, then the total STI achievement is capped. Specifically, for profitability achievement below the 0.5x threshold, the total STI achievement is capped at 70%. For profitability achievement between 0.5x and 0.9x, total STI achievement is capped at 90%.

Profitability Goals

The Compensation Committee established profitability goals (50% weighting) consisting of adjusted non-GAAP net income or non-GAAP operating margin metrics. It viewed these goals to be highly rigorous at the time they were set, with payout at threshold aligned with our Fiscal 2024 operating plan. Achieving the threshold under either goal was considered substantially uncertain. Given the volatile nature of our industry (as illustrated by the significant year over year change in our results from Fiscal 2023 to Fiscal 2024), the intent of this dual goal design was to provide substantial motivation to the Named Executive Officers at the outset of Fiscal 2024, notwithstanding a challenging and uncertain business climate, which had the potential to create unpredictable changes after the goals were set.

(1) The Company’s adjusted non-GAAP net income is calculated as the Company’s reported Fiscal 2024 non-GAAP net income minus stock compensation expense (including Employee Stock Purchase Plan), plus short-term incentive expense (including taxes and net of inventory impacts). Short-term incentive expense includes expense from all the Company’s STI programs. Any change to U.S. tax law or financing costs necessary to sustain minimum liquidity levels approved by the finance committee were not accounted for in the annual business plan and associated profitability goal targets, and would have been removed from adjusted non-GAAP net income as part of the achievement calculation.

(2) The Company’s non-GAAP operating margin is calculated as the Company’s reported Fiscal 2024 non-GAAP operating income divided by the Company’s reported Fiscal 2024 revenue, expressed as a percentage.

Linear interpolation is applied between each adjusted non-GAAP net income and non-GAAP operating margin target. Profitability goal achievement is based on the higher of adjusted non-GAAP net income or non-GAAP operating margin percent achievement. There is no increase to payout if both of the profitability goals are achieved.

The Fiscal 2024 profitability goal achieved 171% based on the Adjusted Non-GAAP Net Income performance, which significantly exceeded the Company’s annual business plan.

Strategic Goals

The five strategic goal categories below are weighted equally and together account for 50% of the overall STI plan achievement weighting. Our strategic goals involve highly confidential, competitively sensitive information, including forward-looking targets and product-specific strategies that if disclosed could cause irreparable competitive harm by providing competitors with insight into our internal processes, know-how, products and business initiatives, particularly as many of our goals build on multi-year achievements in order to execute on our overall business strategies. Revealing such information, including targets in key strategic focus areas, would allow our major competitors, many of whom are not traded on U.S. exchanges and are not disclosing strategic goals and metrics, to leverage it to their competitive advantage, to our detriment and the detriment of our shareholders. However, we understand shareholders' desire for additional detail regarding our strategic goals and have strived to provide greater visibility into the strategic goal components and resulting performance, while balancing these competitive concerns.

50 | 2024 Proxy Statement

Within each goal category, each strategic goal or group of related strategic goals provided an opportunity to achieve performance between the minimum threshold of 50% of target and a maximum of 200% of target.

Achievement of each of the goals included in the five strategic categories required significant effort and adept execution, and there was no assurance of even threshold achievement with respect to any of the metrics or milestones. When setting the Fiscal 2024 strategic goal targets, relative to the annual operating plan in October 2023, the Compensation Committee believed that achieving maximum performance for any strategic goal category would be challenging and would require extraordinary leadership, effort, and coordination as a team.

LONG-TERM EQUITY INCENTIVES

We believe LTI compensation should be tied to our success, help promote increases in long-term shareholder value, and encourage key executives to remain with the Company. In Fiscal 2024, consistent with these objectives, the Compensation Committee retained the LTI mix for most of the Named Executive Officers at 50% performance-based restricted stock units (“PRSUs”) and 50% time-based restricted stock awards (“RSAs”). However, in response to shareholder feedback, the weighting of the Chief Executive Officer’s LTI mix was adjusted to 65% PRSUs and 35% RSAs.

In determining the target value of LTI incentive awards for our Named Executive Officers, the Compensation Committee considered various items, including market data, as described above under the section entitled “—Compensation-Setting Process.” No changes were made to the total target award value for Mr. Mehrotra from Fiscal 2023; however, the value granted in PRSUs increased 30% while the value granted in time-based RSAs decreased 30% given the shift in vehicle mix. For other executives, equity grant values increased 6% - 12% (average of 9%) to improve the competitive positioning of grant levels relative to the market.

The following table shows the target values of our Named Executive Officers’ Fiscal 2024 LTI awards:

(1) Reflects target grant-date fair value, based onthe closing price of our Common Stock as quoted on Nasdaq for the last market-trading day prior to the date of grant.

Historically, long-term incentive awards for all executive officers have been made in the first quarter of the fiscal year, with the exact grant date corresponding with the date of the Compensation Committee’s approval. These grants are not timed to coincide with the release of material, non-public information.

Certain Goals Involve Highly Confidential Information

As with the strategic goals under our STI plan discussed above, we do not publicly disclose the specific targets for any PRSU awards or additional stretch performance conditions that are based on operational metrics because those goals involve highly confidential information that, if disclosed, could cause irreparable competitive harm to the Company, and therefore, to its shareholders. However, in this discussion, we endeavor to provide visibility into the details of operational metrics where possible.

Performance-based RSUs Granted in Fiscal 2024

The PRSUs granted in Fiscal 2024 (the “2024 PRSU Awards”) vest based on actual performance against goals for three metrics, as described below. While the overall PRSU structure and weightings remain consistent with Fiscal 2023 PRSU Awards, the Operational goals were adjusted to drive increased focus on HBM3E+ and revenue mix

52 | 2024 Proxy Statement from higher growth, more stable and less seasonal end-markets segments. The Compensation Committee believed focusing on these strategic imperatives to further strengthen our data center portfolio and increase our overall revenue mix in segments including data center, networking, automotive, industrial and graphics would position the Company well and benefit shareholders.

(1)The actual number of shares granted through the rTSR Award was lower than the number of shares granted for the Operational PRSU Awards due to application of the Monte Carlo valuation approach for the rTSR Award.

We refer to the 2024 HBM3E+ PRSU Award and the 2024 High-Growth Segment Revenue PRSU Award collectively as the “2024 Operational PRSU Awards.”

PRSUs may be earned (or “banked”) during the second and third years of the three-year period following the grant date (the “Performance Period”) based upon results against performance goals set at the beginning of the Performance Period. For each Named Executive Officer, the actual number of PRSUs that will be earned and become eligible to vest under the 2024 PRSU Awards is the product of the executive’s target award and the payout factor that results from actual performance versus the pre-established performance goals (the “Payout Factor”), subject to an overall maximum payout at 200% of target.

Overall Combined Cap on PRSU Earning and Vesting

The maximum number of PRSUs that a Named Executive Officer may earn under all 2024 PRSU Awards is limited to 200% of the aggregate target number of PRSUs awarded to that executive. The maximum number of PRSUs that can be earned under the 2024 rTSR PRSU Award is 150% of the target number of rTSR PRSUs granted. Similarly, the maximum number of PRSUs that can be earned under the 2024 Operational PRSU Awards generally is 200% of the target number of Operational PRSUs granted. However, the Compensation Committee has approved two additional stretch performance conditions under the 2024 Operational PRSU Awards, and achievement of either can increase the earning opportunity by an additional 33% of the 2024 Operational PRSU Awards target (or 66% of the 2024 Operational PRSU Awards target if both are achieved). The additional stretch performance conditions are selected because they are important strategic targets whose accomplishment is highly uncertain as the targets represent a stretch from an operational and execution perspective, and the Compensation Committee believes that their attainment would position the Company very well from a competitive standpoint in the future.

Based on the design of the LTI plan, it is not possible to achieve the maximum of 200% of the aggregate target for the 2024 PRSU Awards without the achievement of both of the additional stretch performance conditions.

2024 Operational PRSU Awards

Performance for the 2024 HBM3E+ PRSU Award, weighted 25% in the overall PRSU formula, refers to performance with respect to HBM3E+ and beyond HBM products. HBM3E+ goal achievement is based on the higher of market share or bit shipment achievement as measured each year. Performance for the High-Growth Segment Revenue PRSU Award, also weighted 25% in the overall PRSU formula, is based on the higher of attainment of goals for absolute revenue from high-growth, more stable segments (including data center, networking, automotive, industrial, and graphics) or attainment of goals for the percentage of Micron’s total revenue attributable to these segments. In each case, payouts can range from 0% (for achievement below a specified threshold) to a maximum of 200% of the target number of PRSUs granted.

In addition, as noted above, the 2024 Operational PRSU Awards include two additional stretch performance conditions that relate to the development milestones of next-generation products: Compute Express Link (CXL) or high bandwidth memory (HBM) roadmap milestones and SSD market share or NAND free cash flow. The Compensation Committee believes that attaining these additional stretch performance conditions, which would require a meaningful level of execution and effort, would represent significant progress that is expected to enhance long-term shareholder value. Delivering on either of these additional stretch performance conditions will allow recipients to earn an additional 33% of the 2024 Operational PRSU Awards target (for a total of 66% of the 2024 Operational PRSU Awards target if both are achieved), subject to the overall maximum payout of 200% of target for the 2024 PRSU Awards.

Operational PRSU Goals Require Strong Performance

When setting the target goals for the 2024 Operational PRSU Awards, the Compensation Committee believed that achievement would require stretch performance and a challenging level of execution and effort on the part of our Named Executive Officers, and that achievement of even the threshold goals was uncertain. To achieve the established market share or bit shipment targets for the HBM3E+ PRSU Award requires exceptional execution in the nascent industry, particularly given Fiscal 2025 is the first full year of the Company’s HBM3E+ product ramp. To achieve the threshold goal for the 2024 High-Growth Segment Revenue PRSU Award would require delivery of revenue equivalent to the Company’s record annual revenue from these segments.

Determination of Payout

Achievement levels with respect to the 2024 Operational PRSU Awards will be measured within 60 days after the end of each of year two and year three in the Performance Period (each, a “Certification Date”). On each Certification Date, the Compensation Committee will determine and certify the Payout Factors for the applicable fiscal year. Half of the earned 2024 Operational PRSU Awards will vest on the Certification Date that immediately follows year two of the Performance Period (Fiscal 2025) while the remaining half will be banked. The banked 2024 Operational PRSUs and any incremental 2024 Operational PRSUs will vest on the Certification Date that

54 | 2024 Proxy Statement immediately follows year three of the Performance Period (the fiscal year ending September 3, 2026, or “Fiscal 2026”).

2024 rTSR PRSU Award

The 2024 rTSR PRSU Award ties 50% of each Named Executive Officer’s target 2024 PRSU Award to the Company’s TSR compound annual growth rate over the three-year Performance Period, as compared to the TSR compound annual growth rate of the companies in the SOX index, which is composed of companies primarily involved in the design, distribution, manufacture, and sale of semiconductors. The TSR component will be measured every day in years two and three of the Performance Period, as described below. For the 2024 rTSR PRSU Award, after considering shareholder feedback, the Compensation Committee increased the target level of performance for these awards to the 55 th percentile of the SOX index (up from the 50 th percentile goal applicable to previous grants) and provided that the Payout Factor cannot exceed 100% if the Company’s absolute TSR is negative.

Payout Factor

The Payout Factor for the 2024 rTSR PRSU Award is based on the average of the Company’s three-year rTSR for each of the 60 days trailing the applicable measurement date (and including the measurement date), expressed as a compounded annual growth rate (the “TSR CAGR”), relative to the 55 th percentile TSR CAGR (“rTSR CAGR”) of the companies in the SOX index. For this purpose, the SOX index is defined as the SOX constituents at each measurement date, excluding any company that has not been public for at least three years. The rTSR CAGR is calculated by subtracting the TSR CAGR at the 55 th percentile of the SOX index from the Company’s TSR CAGR for that measurement date.

The following table sets forth the Payout Factors under the 2024 rTSR PRSU Award for various levels of rTSR CAGR. If the rTSR CAGR achieved is between two of the specific levels shown below, the Payout Factor will be determined using straight line interpolation.

For Fiscal 2024, the Compensation Committee increased the maximum performance goal from +25 ppts applicable to prior grants to +50 ppts so that our payout slope is symmetrical. This change significantly increases the level of outperformance required to achieve the maximum payout of 150%. Total PRSU payouts remain capped at the 200% maximum payout described above.

Additional Cap on rTSR PRSUs

Payouts will be capped at the rTSR Target in the event that the Company’s absolute TSR is negative, notwithstanding the level of relative performance achieved.

Determination of Payout

On the first day of Fiscal 2025 (the first measurement date in the Performance Period), the number of 2024 rTSR PRSUs that will be banked, if any, for a Named Executive Officer will equal the product of the Payout Factor and the target number of 2024 rTSR PRSUs granted to that executive. Thereafter, additional PRSUs can be earned and banked only if the Company attains a higher rTSR CAGR level on a later measurement date. The number of such additional banked PRSUs, if any, will be equal to the excess of the number of PRSUs that would be awarded based on the new, higher Payout Factor minus the number of PRSUs that have already been banked. After the end of each of year two and year three of the Performance Period, the Compensation Committee will certify the number of PRSUs earned for such year.

PRSU Vesting

After the end of year two of the Performance Period (Fiscal 2025), 50% of the 2024 rTSR and 2024 Operational PRSUs deemed earned, if any, are eligible to vest. The remaining 50% of earned shares are banked and will vest, in addition to any incremental shares deemed earned for Fiscal 2026, on the Certification Date following year three of the Performance Period.

If a Named Executive Officer terminates employment with the Company for any reason other than a termination by the Company for cause, any banked shares will continue to vest on the vesting schedule described above. No PRSUs will vest if a Named Executive Officer is terminated for cause. For this purpose, “cause” is as defined in the employment agreement between a Named Executive Officer and the Company, or if not so defined, as defined in the equity incentive plan under which the award was granted.

Fiscal 2024 PRSUs Achievement

The measurement periods for the 2024 PRSU Awards do not begin until Fiscal 2025. No shares were earned, vested, or banked during Fiscal 2024 under these awards.

Time-Based Restricted Stock Awards

Time-based RSAs support retention and are linked to shareholder value and ownership. RSAs granted in Fiscal 2024 will vest ratably over three years from the date of grant, subject to continued employment. In Fiscal 2024, RSAs made up 35% of the target value of the LTI awards granted to the Chief Executive Officer, and 50% of the target value of the LTI awards granted to the other Named Executive Officers.

Performance-based RSUs Granted in Fiscal 2023

Half of the earned 2023 PRSU Awards vested on the first Certification Date that immediately followed the end of Fiscal 2024. The remaining half of PRSUs earned as of that Certification Date are banked and will vest on the second Certification Date that immediately follows the end of Fiscal 2025, together with any incremental PRSUs that are earned during Fiscal 2025, as illustrated below.

If a Named Executive Officer terminates employment with the Company, that executive’s 2023 PRSUs will vest or be forfeited in the manner described above for the 2024 PRSUs.

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Fiscal 2023 PRSUs Achievement

In October 2024, the Compensation Committee reviewed the Company’s performance relative to the performance goals for the 2023 PRSU Awards for Fiscal 2024—year two the Performance Period—and confirmed the following results:

Performance will also be measured after the end of Fiscal 2025—year three of the Performance Period—and additional shares may or may not be earned. Following the completion of Fiscal 2025, the Company intends to provide additional information regarding the goals, their achievement, and whether additional shares were earned.

The Compensation Committee certified that the following shares had been earned by our Named Executive Officers under the 2023 PRSU Awards:

Performance-based PRSUs Granted in Fiscal 2022

In October 2024, the Compensation Committee reviewed the Company’s performance relative to the performance goals for the 2022 PRSU Awards for Fiscal 2024—year three the Performance Period—and confirmed the following results:

The Compensation Committee certified that the following additional shares had been earned by our Named Executive Officers under the 2022 PRSU Awards:

(1) Includes shares earned and vested or banked on the first Certification Date (which followed Fiscal 2023). Any shares that were previously banked vested on the second Certification Date (which followed Fiscal 2024).

CONSIDERATION OF TAX CONSEQUENCES WHEN MAKING COMPENSATION DECISIONS

Code Section 162(m) generally disallows a tax deduction to public companies such as Micron for annual compensation over $1,000,000 per person paid to our Named Executive Officers and certain other current or former executive officers. Although the Compensation Committee considers the deductibility of compensation under Section 162(m), it reserves the right to grant or approve compensation or awards that may be non-deductible when it believes such compensation or awards are in the best interests of Micron and its shareholders.

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OTHER COMPENSATION POLICIES