MICRON TECHNOLOGY INC
For the period ended Jan 15, 2026. Filed Nov 25, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 15, 2026 · Filed Nov 25, 2025
Contents
46 | 2025 Proxy Statement
| Compensation Component | Characteristics | Purpose | Determining Factors | ||||
| Base Salary | Fixed Compensation | Compensates executives for performing day-to-day job responsibilities | Market data informs baseline | ||||
| Attracts, develops, and retains highly-qualified executive talent | Adjusted for executive’s contributions, experience and performance | ||||||
| Maintains stable management team | |||||||
| Short-Term Incentive Pay | Variable, performance-based cash compensation | Provides performance-based, incentive cash awards for outstanding performance at the individual, business-unit and/or Company-wide level | Market data informs baseline | ||||
| Target payout is tied to a percentage of executive’s base salary | Encourages accountability by rewarding achievement of specific performance goals | Annual, pre-determined goals set by the Compensation Committee:•Profitability targets•Achievement of certain technology, product, revenue mix and cost and efficiency goals •Other goals including customer, sustainability and human capital | |||||
|---|---|---|---|---|---|---|---|
| Focuses executives on achievement of near-term financial and operational objectives | |||||||
| Promotes long-term Company success and drives shareholder value | |||||||
| Performance-Based RSUs | Variable, performance-based equity compensation | Creates direct, specific alignment with shareholders’ interests by focusing executives on long-term value creation through the achievement of key operational milestones and stock price performance | Market data informs baseline | ||||
| Three-year performance period; no shares vest and settle before the end of year 3 | Goals set by the Compensation Committee: •HBM3E+ bits shipped or revenue-based market share•Data center SSD bits shipped or revenue-based market share•TSR relative to the semiconductor sector•Additional stretch performance conditions for operational awards, subject to the aggregate 200% limit described below | ||||||
| Measured at end of year 2 and year 3 for operational goals and each day beginning on first day of year 2 for financial goal | |||||||
| All PRSUs earned in year 2 are banked at the end of year 2. All PRSUs earned in year 3 vest at the end of year 3, along with all shares banked at the end of year 2. | |||||||
| Time-Based RSAs | Variable, performance-based equity compensation | Provides alignment with shareholders’ interests by focusing executives on long-term value creation | Market data informs baseline | ||||
| Vests ratably over three years | Provides retention value | Value based on stock price | |||||
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 Chief Executive Officer (on the left) and averaged for all other Named Executive Officers, excluding our Chief Executive Officer (on the right). Percentages may not total 100% due to rounding.
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