Microsoft CEO Satya Nadella’s total 2025 compensation rose nearly 22% to nearly $96.5 million from $79.1 million, mostly due to the company’s rising share price increasing the value of his stock awards.
This number was released by the company on Tuesday afternoon Annual Proxy StatementIncluding details on Microsoft board changes, proposals to raise concerns about AI risks to shareholders, and a request from the board for shareholders to approve a new stock plan.
Microsoft’s board names Walmart’s CFO John David Rainey As a new board member, to replace Carlos Rodriguez, the current chairman of the compensation committee, who is not seeking re-election.
The company’s 2025 fiscal year ends on June 30. In evaluating Nadella’s performance, the board noted his work in expanding the company’s AI infrastructure, adopting Microsoft Copilot and leading new security initiatives.
Most of Nadella’s total compensation — about $84.2 million — is based on the performance of the company’s stock, which has risen more than 23% over the past year, at one point Microsoft’s total market value briefly exceeded $4 trillion.
His cash incentive bonus was $9.56 million, up from $5.2 million paid in 2024, after he requested a reduction. The proxy statement said the increase reflects strong financial results (117% of target) and a high operating valuation (151.67% of target).
For the first time, security was used as a measuring stick for Microsoft executive compensation, part of the company’s efforts to appease regulators and lawmakers after a series of high-profile breaches. In its review, the board focused on Nadella’s role in efforts to address these issues through the implementation of his Secure Future initiative.
In addition, Microsoft’s board is asking shareholders to approve a 2026 stock plan to replace the expiring 2017 plan, requesting approval for up to 226 million new shares that it says will continue to pay equity awards to attract and retain talent.
Nadella recently appointed veteran executive Judson Althoff as CEO of Microsoft’s commercial business, a move to free Nadella to focus more intensely on long-term AI strategy and technology.
Microsoft’s annual meeting, actually held, is scheduled for December 5 at 8:30 am