MICROSOFT CORP
For the period ended Dec 8, 2026. Filed Oct 21, 2026.
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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.
Dec 8, 2026 · Filed Oct 21, 2026
Contents
Section 6: Fiscal Year 2027 Executive Compensation Program Changes
Changes to Fiscal Year 2027 Incentive Plan
We are evolving our business strategy and are building the infrastructure and capabilities to lead in the AI era. Recognizing Microsoft’s leadership in the ongoing AI platform shift and the related challenges and opportunities, we have simplified our compensation program to ensure that our executives are motivated to drive Microsoft’s success in this key strategic priority.
To emphasize the importance of this shift, we refined our fiscal year 2027 Incentive Plan to simplify the design while furthering alignment with market practice. In fiscal year 2027, the cash incentive metrics will be based solely on Company metrics, with an individual modifier. The individual modifier will be assessed holistically to reflect priorities based on role and will continue to include an assessment of the operational performance categories: security, product, customers & stakeholders, and culture.
| FY26 Cash Incentive Metrics | Weight | FY27 Cash Incentive Metrics | Weight | |
|---|---|---|---|---|
| Financial | Financial | |||
| Incentive Plan Revenue | 35% for CEO 25% for NEOs | Incentive Plan Revenue | 50% for CEO and NEOs | |
| Incentive Plan Operating Income | 35% for CEO 25% for NEOs | Incentive Plan Operating Income | 50% for CEO and NEOs | |
| Operational | Individual Modifier | |||
| Security | 10% for CEO 16.67% for NEOs | Individual Performance* | +/- 25% for CEO and NEOs | |
| Product, Customers & Stakeholders | 10% for CEO 16.67% for NEOs | * Cannot exceed 200% payout maximum including the individual performance modifier | ||
| Culture | 10% for CEO 16.66% for NEOs | |||
Changes to Fiscal Year 2027 PSA Program
We updated our 2027 PSA metrics to further align the program with our key strategic priorities by focusing on a narrower set of strategic growth drivers, and such metrics will continue to be subject to adjustment based on the relative TSR performance modifier described above.
| 2026 PROXY STATEMENT | 47 |
|---|
| 1 | BOARD OF DIRECTORS AND GOVERNANCE | 2 | NAMEDEXECUTIVE OFFICERCOMPENSATION | 3 | AUDIT ANDFINANCE COMMITTEE MATTERS | 4 | PROPOSALS TOBE VOTED ON DURING THE MEETING | 5 | INFORMATION ABOUT THEMEETING |
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