MICRON TECHNOLOGY INC
For the period ended Jan 15, 2026. Filed Nov 25, 2025.
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Jan 15, 2026 · Filed Nov 25, 2025
Contents
FISCAL 2025 COMPENSATION PROGRAM OVERVIEW
Our executive compensation program for Fiscal 2025 was largely consistent with our program for Fiscal 2024. Our short-term incentive (“STI”) performance metrics in Fiscal 2025 were largely consistent with Fiscal 2024, using a balance of profitability and strategic metrics to incentivize stretching performance. In Fiscal 2025, we did not make any changes to our long-term incentive (“LTI”) awards with respect to the vehicle mix or length of performance periods relative to Fiscal 2024. As previewed in our proxy statement last year and as illustrated below, based on shareholder feedback, beginning with Fiscal 2025 awards we updated our PRSU award vesting schedule to provide for cliff vesting of all shares at the end of year 3 of the performance period. We continued the use of rigorous goals for all performance measures, including outperformance on total shareholder return relative to our comparator group of the SOX index (“rTSR”) at the 55th percentile for the three-year performance period in order to achieve target payout under PRSUs, and adding a payout cap for PRSUs at target levels if absolute total shareholder return (“TSR”) for the three-year performance period is negative. Throughout the Executive Compensation and Related Information section of this Proxy Statement, we refer to total shareholder return as “TSR” and relative TSR as “rTSR.”
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