Pay vs Performance Disclosure - USD ($)
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2021
Pay Versus Performance
This section provides disclosure about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and
Non-PEO
Named Executives and certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K
under the Securities Exchange Act of 1934 (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Compensation Committee evaluates compensation decisions. Pay for Performance Table
| Year 1 (a) |
Summary Compensation Table Total for PEO ($) (b) |
Compensation Actually Paid to PEO 2 ($) (c) |
Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (d) |
Average Compensation Actually Paid to Non-PEO Named Executive Officers 2 ($) (e) |
Value of Initial Fixed $100 Investment Based On: 3 |
Net Income ($) (in millions) (h) |
Microsoft Incentive Plan Revenue 4 ($) (in billions) (i) |
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Microsoft Total Shareholder Return ($) (f) |
Peer Group Total Shareholder Return ($) (g) |
|||||||||||||||||||||||||||||||
| 2024 |
79,106,183 | 171,304,590 | 21,081,007 | 40,171,628 | 227 | 243 | 88,136 | 246.12 | ||||||||||||||||||||||||
| 2023 |
48,512,537 | 93,155,708 | 16,009,805 | 29,971,655 | 172 | 168 | 72,361 | 220.08 | ||||||||||||||||||||||||
| 2022 |
54,946,310 | 56,936,384 | 20,074,444 | 20,494,054 | 128 | 123 | 72,738 | 206.67 | ||||||||||||||||||||||||
| 2021 |
49,858,280 | 139,060,569 | 22,306,746 | 40,461,050 | 134 | 150 | 61,271 | 170.54 | ||||||||||||||||||||||||
| (1) | The Non-PEO Named Executives for each of fiscal years 2024, 2023 and 2022 were: Amy E. Hood, Judson B. Althoff, Bradford L. Smith, and Christopher D. Young. The Non-PEO Named Executives for fiscal year 2021 were: Amy E. Hood, Jean-Philippe Courtois, Bradford L. Smith, and Christopher D. Young. |
| (2) | The dollar amounts reported represent the amount of “compensation actually paid,” as calculated in accordance with the Pay Versus Performance Rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our Named Executives during the applicable year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to “Named Executive Officer Compensation – Fiscal Year 2024 Compensation Tables – Summary Compensation Table” for additional information). The “compensation actually paid” for fiscal years 2023, 2022, and 2021 has been updated from the amounts in Microsoft’s 2023 Proxy Statement to reflect the application of recent SEC guidance relating to retirement vesting treatment, which was issued following the filing of the 2023 Proxy Statement. |
| (3) | In accordance with the Pay Versus Performance Rules, Microsoft and Peer Group total shareholder return (“TSR”) is determined based on the value of an initial fixed investment through the end of the listed fiscal year. The Peer Group TSR set forth in this table was determined using the Nasdaq Computer Index, which we also use in preparing the stock performance graph required by Item 201(e) of Regulation S-K for our Annual Report for the fiscal year ended June 30, 2024. |
| (4) | We have determined that Microsoft Incentive Plan Revenue (as defined on page 47 ) is the financial performance measure that, in the Company’s assessment, represents the most important financial performance measure used to link “compensation actually paid” to our Named Executives, for fiscal year 2024, to company performance (the “Company Selected Measure” as defined in the Pay Versus Performance Rules). |
Non-PEO
Named Executives for each of fiscal years 2024, 2023 and 2022 were: Amy E. Hood, Judson B. Althoff, Bradford L. Smith, and Christopher D. Young. The Non-PEO
Named Executives for fiscal year 2021 were: Amy E. Hood, Jean-Philippe Courtois, Bradford L. Smith, and Christopher D. Young.
S-K
for our Annual Report for the fiscal year ended June 30, 2024.
The following table shows the fiscal 2024 amounts deducted from and added to the Summary Compensation Table total compensation to calculate the “compensation actually paid” to our PEO and
Non-PEO
Named Executives in accordance with the Pay Versus Performance Rules. | |
PEO ($) |
Average for Non-PEO NEO ($) |
||||||
| Summary Compensation Table (“SCT”) Total |
79,106,183 | 21,081,007 | ||||||
| Amounts Reported as ‘Stock Awards’ in SCT |
(71,236,392) | (16,833,854) | ||||||
| Fair Value of Equity Awards Granted in the Year and Unvested as of Year End |
128,477,909 | 27,306,115 | ||||||
| Change in Fair Value of Outstanding and Unvested Equity Awards, Granted in Prior Fiscal Years |
36,186,339 | 8,345,386 | ||||||
| Change in Fair Value of Equity Awards Vested, Granted in a Previous Year |
(1,229,449) | 272,974 | ||||||
| Compensation Actually Paid |
171,304,590 | 40,171,628 | ||||||
The following table shows the fiscal 2024 amounts deducted from and added to the Summary Compensation Table total compensation to calculate the “compensation actually paid” to our PEO and
Non-PEO
Named Executives in accordance with the Pay Versus Performance Rules. | |
PEO ($) |
Average for Non-PEO NEO ($) |
||||||
| Summary Compensation Table (“SCT”) Total |
79,106,183 | 21,081,007 | ||||||
| Amounts Reported as ‘Stock Awards’ in SCT |
(71,236,392) | (16,833,854) | ||||||
| Fair Value of Equity Awards Granted in the Year and Unvested as of Year End |
128,477,909 | 27,306,115 | ||||||
| Change in Fair Value of Outstanding and Unvested Equity Awards, Granted in Prior Fiscal Years |
36,186,339 | 8,345,386 | ||||||
| Change in Fair Value of Equity Awards Vested, Granted in a Previous Year |
(1,229,449) | 272,974 | ||||||
| Compensation Actually Paid |
171,304,590 | 40,171,628 | ||||||
| Compensation Actually Paid vs. Microsoft TSR vs. Peer Group TSR |
||||
| Compensation Actually Paid vs. Net Income vs. Incentive Plan Revenue |
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| Compensation Actually Paid vs. Net Income vs. Incentive Plan Revenue |
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| Compensation Actually Paid vs. Microsoft TSR vs. Peer Group TSR |
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Financial Performance Measures
In accordance with the Pay Versus Performance Rules, the following table lists the financial performance measures that, in the Company’s assessment, represent the most important financial performance measures used to link “compensation actually paid” to our Named Executives, for fiscal year 2024, to Company performance, as further described in our Compensation Discussion and Analysis within the sections titled “Annual Cash Incentives” (see page
4
) and “Equity Compensation” (see page 3
4
). 4
| Most Important Performance Measures |
| Microsoft Incentive Plan Revenue (Company Selected Measure) |
| Relative TSR as compared to the S&P 500 |
| Azure and Other Cloud Services Revenue |
| Microsoft Cloud Revenue, excluding Azure and Other Cloud Services |
| Microsoft Incentive Plan Operating Income |