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MICROSOFT CORP MSFT

Comparing the 2024 proxy against the 2025 proxy.

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CEO total Δ

+$17,390,607

+22.0% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

2025 Primary Peer Group
primary · 12 → 13 members
12 kept · +1 · −0
Added
Broadcom Inc. (AVGO)
2025 Secondary Peer Group
secondary · 11 → 11 members
11 kept · +0 · −0
Same membership year-over-year.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Satya NadellaChairman and Chief Executive Officer	ChangedCEO	$79,106,183 2024	$96,496,790 2025	+$17,390,607	+22.0%	+29.7 pp
Judson B. AlthoffExecutive Vice President and CEO Microsoft Commercial	Changed	$23,050,327 2024	$28,198,734 2025	+$5,148,407	+22.3%	+17.7 pp
Bradford L. SmithVice Chair and President	Changed	$23,439,793 2024	$28,267,295 2025	+$4,827,502	+20.6%	+17.6 pp
Amy E. HoodExecutive Vice President and Chief Financial Officer	Changed	$25,799,206 2024	$29,481,551 2025	+$3,682,345	+14.3%	+18.1 pp
Christopher D. YoungExecutive Vice President, Business Development, Strategy, and Ventures	Removed	$12,034,703 2024	—	—	—	—
Takeshi NumotoExecutive Vice President and Chief Marketing Officer	Added	—	$11,876,630 2025	—	—	—

Governance

Policy guardrails

change in control
Unchanged
none → none
“No change in control payments or benefits”
clawback
Unchanged
present → present
“Clawback Policy”
compensation committee
Unchanged
Compensation Committee → Compensation Committee
“Our Compensation Committee and, for Mr”
compensation consultant
Unchanged
independent → independent
“Retain an independent compensation consultant”
hedging
Unchanged
prohibited → prohibited
“Prohibit pledging, hedging, and trading in derivatives of Microsoft securities”
pledging
Unchanged
prohibited → prohibited
“Prohibit pledging, hedging, and trading in derivatives of Microsoft securities”
stock ownership guidelines
Unchanged
present → present
“Maintain a robust stock ownership policy that reinforces the alignment of executive officer and shareholder interests (including requiring stock ownership of 15x base salary for our CEO)”

Performance markers

Metric facts

annual incentive payout
Changed
138.08% of target → 117.00% of target
Numeric delta: -21.08
“weighted payout of 117.00% as a percentage of target.”
ceo pay ratio
Changed
408 to 1 → 480 to 1
Numeric delta: +72.00
“CEO Pay Ratio For fiscal year 2025, the annual total compensation for the median employee of the Company (other than our CEO) was $200,972 and the annual total compensation of our CEO was $96,496,790. Based on this infor…”
median employee compensation
Changed
$193,744 → $200,972
Numeric delta: +7228.00
“CEO Pay Ratio For fiscal year 2025, the annual total compensation for the median employee of the Company (other than our CEO) was $200,972 and the annual total compensation of our CEO was $96,496,790. Based on this infor…”
operating income
Changed
$109 billion → $128.5 billion
Numeric delta: +19500000000.00
“the efficacy of further enhancements. Section 1 – Performance Update Achieving Strong Financial Results Our strong business execution throughout fiscal year 2025 achieved the following financial performance: Fiscal Year …”
relative tsr
Changed
87th percentile → 80th percentile
“our TSR for the three-fiscal year performance period to the TSR of the S&P 500. Our absolute TSR for the performance period satisfied the PSA payout requirement that TSR be positive. Our TSR relative to the S&P 500 was a…”
revenue
Changed
$245.1 billion → $281.7 billion
Numeric delta: +36600000000.00
“Since being appointed Chief Executive Officer by the Board of Directors in 2014, Mr. Nadella has committed Microsoft to its mission of empowering every person and every organization on the planet to achieve more. By enab…”
say on pay
Changed
93% → 91%
Numeric delta: -2.00
“votes cast supported our advisory resolution on the compensation of our Named Executives (“say-on-pay” vote).”
tsr
Added
Not extracted → 1500%
“every organization on the planet to achieve more. By enabling customer success, Microsoft has delivered exceptional financial performance, more than tripling revenue to $281.7 billion, quadrupling net income to $101.8 bi…”
performance equity mix
Unchanged
50% → 50%
Numeric delta: 0.00
“100% of our CEO’s annual target equity opportunity was delivered in the form of a performance-based stock award (50% for our other Named Executives), with payouts based on achievement against pre-established quantitative…”
time equity mix
Unchanged
50% → 50%
Numeric delta: 0.00
“100% of our CEO’s annual target equity opportunity was delivered in the form of a performance-based stock award (50% for our other Named Executives), with payouts based on achievement against pre-established quantitative…”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

36% shingled-prose overlap between the two filings.

2024: 76,953 chars · 2025: 70,316 chars

Committee Report:73% overlap (421 → 442 chars)
Pay Ratio (Item 402(u)):48% overlap (1,700 → 1,539 chars)
Say-on-Pay proposal:11% overlap (3,191 → 4,272 chars)

2024 proxy on SEC ↗2025 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

116 new143 changed167 removed199 unchanged

changedThis Compensation Discussion and Analysis provides information about our fiscal year 2025 2024compensation program for our fiscal year 2025 2024Named Executives (“NEOs”), who are: Satya Nadella, Amy Hood, Judson Althoff, Takeshi Numoto, and Bradford Smith. Smith,andChristopherYoung.
changedThe content of this Compensation Discussion and Analysis is organized into six sevensections:
changed29 34Section 2 – Executive Compensation Program p.
changed33 39Section 3 – Pay Setting Governance and Process p.
changed34 40Section 4 – Fiscal Year 2025 2024Compensation Program Design p.
changed37 43Section 5 – Fiscal Year 2025 2024Compensation Decisions and Results p.
changed41 52Section 6 7– Other Compensation Policies and Information p.
changedOur strong business execution throughout fiscal year 2025 2024achieved the following financial performance:
changedFiscal Year 2025 2024Business Performance Highlights
newRevenue ( 15%) Operating Income ( 17%) Net Income ( 16%) Diluted Earnings per Share ( 16%) $281.7 billion $128.5 billion $101.8 billion $13.64
changedSelectedHighlights from fiscal year 2025 2024include the following metrics.
changed• Microsoft Cloud revenue increased 23% to $168.9 $137.4billion
changed• Microsoft 365 OfficeCommercial products and cloud services revenue increased 14%
changed• Microsoft 365 Consumer Dynamicsproducts and cloud services revenue increased 11% 19%
changed• Dynamics Serverproducts and cloud services revenue increased 15% 22%
new• Server products and cloud services revenue increased 23%
new• Windows OEM and Devices revenue increased 3%
new• Xbox content and services revenue increased 16%
new• Search and news advertising revenue excluding traffic acquisition costs increased 20%
new2025 PROXY STATEMENT 29
changed1 BOARD OF DIRECTORS AND GOVERNANCE ANDOURBOARDOFDIRECTORS2 NAMEDEXECUTIVE OFFICERCOMPENSATION 3 AUDITCOMMITTEE MATTERS 4 PROPOSALS TOBE VOTED ON DURING THE MEETING 5 INFORMATION ABOUT THEMEETING
changedCumulative Total Shareholder Return during Mr. Nadella’s CEO tenure: MSFT vs. S&P 500 February 4, 2014 through June 30, 2025 Feb.
newSince being appointed Chief Executive Officer by the Board of Directors in 2014, Mr. Nadella has committed Microsoft to its mission of empowering every person and every organization on the planet to achieve more.
newBy enabling customer success, Microsoft has delivered exceptional financial performance, more than tripling revenue to $281.7 billion, quadrupling net income to $101.8 billion, and quintupling diluted earnings per share to $13.64.
newDuring his tenure as CEO, Microsoft’s cumulative total shareholder return (“TSR”) through June 30, 2025 was over 1500% and market capitalization increased by almost $3.4 trillion.
newThis sustained growth reflects a deliberate strategy rooted in Microsoft’s mission and a culture of innovation, continuous learning, and a growth mindset.
newUnder Mr. Nadella’s leadership, the Company is well-positioned to continue driving strong performance through the ongoing artificial intelligence (“AI”) platform shift.
newAs demonstrated by the following examples, this past success and readiness for future opportunities have been realized through innovation, dedication to security and quality, a focus on customer empowerment, and disciplined execution throughout the organization.
new30
newRecognizing the escalating cyber threat landscape, Mr. Nadella has made security Microsoft’s top priority.
newOur Secure Future Initiative (“SFI”) represents a multiyear commitment to achieve the highest standards of security for both Microsoft and its customers.
newSFI focuses our business strategy and efforts on continual improvement in cybersecurity protection and is aligned around three security principles: “secure by design”, “secure by default”, and “secure operations”.
newIn addition to SFI driving improvements in security across our entire company and technology stack, we offer our customers a comprehensive portfolio of security solutions that work across platforms and clouds.
newWe now serve nearly 1.5 million security customers, including individuals, small businesses, and large enterprises.
newBy embedding AI-powered agents into our Security Copilot offering, Microsoft continues to innovate at the intersection of AI and security, leveraging insights from trillions of threat signals to protect users and organizations at speed and scale.
newWhat began as a bold bet over a decade ago has now become the cornerstone of our customers’ operations.
newIn Mr. Nadella’s words, Azure was built to be the “world’s computer”.
newToday, Azure is a comprehensive cloud ecosystem providing a vast array of infrastructure-as-a-service, platform-as-a-service, and software-as-a-service solutions.
newIn fiscal year 2025, Azure revenue surpassed $75 billion, up 34% year-over-year driven by growth across all workloads.
changedWe havedeveloped–andcontinue to innovate create–scoresofofferings that build on Azure’s capabilities and multiply its usefulness.
changedOfferings include AI services, such as: asAzure AI Foundry; OpenAIService;Azure Arc for management; AzureSynapseAnalyticsandMicrosoft Fabric for data storage, integration, and analytics; and Power BI to glean and access data insights from across the enterprise.
newWe have built a global footprint, with 70 operating regions and over 400 data centers, and we added over two gigawatts of capacity in fiscal year 2025.
newAzure AI Foundry.
newIn fiscal year 2025, we launched Azure AI Foundry, a new platform to help customers design, customize, and manage AI applications and agents at scale.
newAzure AI Foundry offers best-in-class development tools, robust management and observability features, and built-in controls for responsible AI.
newIt enables customers to leverage multiple AI models for specific performance, cost, and use-case requirements by allowing them to provision inference throughput once and apply it across a broader range of models, including from OpenAI, DeepSeek, Meta, xAI’s Grok, Black Forest Labs, and Mistral AI, than any other hyperscaler.
newIn its first year, we delivered 15 new OpenAI models on Foundry with same-day availability, and we launched a Foundry agent service that is now used by 14,000 customers to build AI agents that automate complex tasks.
newAs a result of this innovation and broad adoption, approximately 80% of Fortune 500 companies are using Azure AI Foundry, and the service processed over 500 trillion tokens in fiscal year 2025.
newWith 20 million GitHub Copilot users, GitHub supports a global community of 150 million users and hosts more than 1 billion repositories and forks.
changedGitHub has continued to innovate, expanding expandedfeatures to transform it from simply a source code management platform to an entire suite for development, security, and operations, with features such as continuous integration/continuous delivery and package management in our Codespaces service.
newUnder Mr. Nadella’s leadership, Microsoft has developed Microsoft 365 (“M365”) into a comprehensive, cloud-based productivity suite enhanced by AI and designed to meet the diverse needs of users.
newWith over 430 million M365 Commercial paid seats and 89 million M365 consumer subscribers, M365 continues to demonstrate strong adoption.
changedAI will further enhance M365’s ourability to helpmake customers more productive.
changedMicrosoft 365 Copilot brings together next-generation AI with business data in the Microsoft Graph, and now includes Researcher and Analyst agents, all within the applications that millions of people use every day as it transforms work, workflow, and work artifacts.
newCopilot Studio.
newLaunched in fiscal year 2024, Copilot Studio empowers customers to become creators of AI solutions, equipping them with the capabilities to build, customize, and scale intelligent agents tailored to their business needs.
newJust as Power Platform made app creation easier, Copilot Studio brings a no-code approach to creating custom AI “copilots” tailored to specific workflows or industries.
newUsers can configure an AI agent with natural language instructions and connect it to their internal data or apps via pre-built plugins, all without writing code.
newMore than 230,000 organizations, including 90% of Fortune 500 companies, have used Copilot Studio, building 3 million custom AI agents across SharePoint and Copilot Studio.
new2025 PROXY STATEMENT 31
newDuring fiscal year 2025, advertising revenue exceeded $20 billion over a trailing 12-month period for the first time, reflecting strength across both consumer and professional platforms.
changedBing ThenewBing,whichnowhasover140milliondailyactiveusers,brings the power of AI directly into the search experience, driving increased relevance for users and creating new monetization opportunities for marketers and publishers on the web.
newLinkedIn.
newLinkedIn has continued to deliver strong growth and engagement since its acquisition in December 2016.
newThe professional network’s membership reached 1.2 billion users worldwide in fiscal year 2025, marking four consecutive years of double-digit member growth.
newThis expanding community drove robust financial performance, with LinkedIn annual revenue surpassing $17 billion for the first time in fiscal year 2025.
newUnder Mr. Nadella’s tenure, LinkedIn has steadily evolved with new capabilities, including AI-powered features in recruiting and sales, further solidifying its role in empowering professionals and organizations and contributing meaningfully to Microsoft’s mission.
newGaming.
newMicrosoft’s gaming ecosystem remains a leader in cross-platform engagement and innovation.
newIn fiscal year 2025, we served 500 million monthly active users across platforms and devices.
newGame pass generated nearly $5 billion in annual revenue, with over 500 million hours of cloud game play streamed.
newWe were the top publisher on both Xbox and PlayStation, supported by major releases including Forza Horizon 5 and Oblivion Remastered.
newCall of Duty: Black Ops 6 set new franchise records for day one players and Game Pass subscriber adds on launch day and has had 50 million players and over 2 billion hours of game play since launch.
newThese achievements underscore the growing scale and momentum of Microsoft’s gaming business, as well as its ability to engage players with innovative content and services across all devices.
newThese examples demonstrate how Mr. Nadella has guided Microsoft with a clear focus on enabling customer success through innovation, a commitment to security and quality, and disciplined execution.
newUnder his leadership, our technology portfolio has continued to evolve to support diverse customer needs and open new paths for growth during the ongoing AI platform shift.
changedThis isadurable strategy positions Microsoft to thatcanthrive through economic cycles, business disruptions, and the ever-increasing pace of change that characterizes the current global marketplace, precisely because Microsoft enables companies and individuals to successfully address those very challenges.
newCorporate Leadership
newOur efforts to advance our technology portfolio and support our customers are guided by our societal responsibilities.
newIn an era defined by rapid technological change, particularly the rise of AI, our leadership recognizes that expanding opportunity, earning trust, protecting fundamental rights, and advancing sustainability across everything we do is integral to how we build products, serve customers, and fulfill our mission.

Removed from 2024

47 Section 6 – Fiscal Year 2025 Executive Compensation Program Changes p.
53
Revenue ( 16%) Operating Income ( 24%) Net Income ( 22%) Diluted Earnings per Share ( 22%) $245 billion $109 billion $88 billion $11.80
• Windows revenue increased 8%
• Xbox content and services revenue increased 50% driven by 44 points of net impact from the Activision Blizzard Inc. (“Activision Blizzard”) acquisition.
The net impact reflects the change of Activision Blizzard content from third-party to first-party.
A complete list of our fiscal year 2024 key performance metrics and their definitions is available in our Form 10-K for the fiscal year ended June 30, 2024.
4, 2014 through June 30, 2024 (includes reinvestment of dividends)
Since the Board of Directors appointed Mr. Nadella as the third Chief Executive Officer in its history in 2014, Microsoft has nearly tripled revenue to $245.1 billion, nearly quadrupled net income to $88.1 billion, and more than quadrupled diluted earnings per share to $11.80.
In addition to another year of consistently strong financial performance, Mr. Nadella and his leadership team have positioned Microsoft to continue to drive performance for years to come.
As discussed in more detail below, they have achieved this through:
• Growing and diversifying the business through leading-edge innovation
• Delivering on our ambition to reinvent productivity and business processes and multiplying opportunities for customers to realize value
• Partnering with other technology providers to remove friction and accelerate customers’ digital transformations and executing strategic acquisitions to broaden our reach
As we move further into the era of ubiquitous computing and ambient intelligence, Microsoft remains committed to its mission of empowering every person and every organization on the planet to achieve more.
While maintaining his focus on the Company’s culture, Mr. Nadella and his leadership team have enhanced the offerings and capabilities of our products and services.
Under Mr. Nadella’s leadership, Microsoft is leading the innovation of artificial intelligence (“AI”) to define and seize additional opportunities to create positive impacts for customers and partners across the globe and further drive the adoption and utilization of unprecedented AI capabilities.
Below are examples of growth and innovation across our products, services, and partnerships that have furthered Microsoft’s leadership.
Azure is a natural outgrowth of Microsoft’s DNA as a platform company.
It was built to unlock a vast array of infrastructure-as-a-service (“IaaS”), platform-as-a-service (“PaaS”), and software-as-a-service (“SaaS”) solutions.
Mr. Nadella has stated we aimed to build Azure as the “world’s computer.” We’ve built a global footprint, with over 60 operating regions in 24 countries.
Microsoft Cloud revenue, which includes other cloud offerings such as Office 365 Commercial and Dynamics 365, increased 23% year-over-year.
In response to the evolving and challenging cybersecurity threat landscape, Microsoft launched the Secure Future Initiative (“SFI”) in November 2023 and expanded the scope of SFI in May 2024, making security our top priority and committing us to continuous improvement by ensuring that security underpins every layer of our tech stack.
We serve as a security vendor for over 1.2 million customers, offering comprehensive solutions built to work across platforms and cloud environments.
We continue to drive innovations, including through Security Copilot, an AI-powered security analysis tool that combines an advanced large language model with a security-specific model informed by our 78 trillion daily signals.
Our Microsoft 365 solutions continue to empower employees in organizations of all sizes as we bring together the best of Office 365, Windows, and advanced cybersecurity to deliver complete cloud-based experiences tailored to the needs of our users.
Commercial paid seats of Office 365 have grown to more than 400 million as customers opt for greater productivity in conjunction with a more secure experience.
We have brought those same benefits to over 82 million consumers who have subscribed to Microsoft 365.
Power Platform.
Power Platform is making it even easier for teams of professional and citizen developers to build end-to-end business solutions together.
With 48 million monthly active users, Power Platform comprises an end-to-end suite of tools to automate workflows, create apps, build virtual agents, and analyze data.
Because non-IT professionals can learn and use Power Platform, subject matter experts who are closest to the workflow can use low-code or no-code tools to improve business processes.
Our Copilot for Power Platform enables no-code development.
More than 480,000 organizations have used AI-powered capabilities in Power Platform.
When enabled, GitHub Copilot writes up to 46% of the code, greatly increasing developer productivity.
We now have over 1.8 million paid GitHub Copilot subscribers and over 77,000 organizations utilize GitHub Copilot for Business.
Reinventing Productivity
Microsoft is continually building connections between our products and services in ways that create powerful new levels of utility.
Microsoft Teams.
Microsoft Teams, our premier communication and collaboration application which surpassed 320 million monthly active users, is one example of how we develop these synergies.
Teams Premium, which meets enterprise demand for advanced features like end-to-end encryption and AI-powered intelligent recaps, has surpassed 3 million seats.
Intelligent data.
A foundational element of the Microsoft Cloud is data storage and management.
That is, however, only a first step toward the comprehensive digital transformation that companies need to remain competitive.
We designed our Intelligent Data Platform to unlock productivity, value, and insights from an enterprise’s data estate.
Microsoft Fabric, which has over 14,000 paid customers, enables the unification of data and analytics tools in one environment, establishing a single source of truth, integrated with Power BI and designed for the utilization of AI tools and integrations.
Our analytics and machine learning tools drive productivity gains by transforming unstructured data into actionable information that supports operational reliability, effective supply chain management, and rapid product innovation.
Partnering and Integrating
We partner with many of the leading enterprise technology companies to empower customers and grow market opportunities together.
Our AI innovation continues to build on our strategic partnership with OpenAI.
More than 65% of the Fortune 500 now use Azure OpenAI Service.
We partner broadly, including with Cohere, Databricks, Deci, Meta, Mistral, and Snowflake, to support a wide array of models on Azure, including models in many different languages.
We remain the hyperscale cloud of choice for SAP and Oracle workloads, allowing customers to manage workloads how they choose.
Our deep partnership with Nvidia spans the entirety of the Copilot stack, across both their hardware innovation as well as their software innovation, including Nvidia’s DGX cloud natively integrating with Microsoft Fabric.
These partnerships allow us to serve our customers with products and services that are designed to merge seamlessly.
We also seek to drive economic growth, innovation, and connectivity globally, investing, for example, $5 billion in cloud and AI infrastructure in Indonesia, Malaysia, and Thailand, as well as in Kenya, together with our partners G42.
Our strategic collaborations and investments are paving the way for a more connected and innovative future.
Mr. Nadella has been bold and visionary in finding strategic acquisitions that build on and enhance our core offerings.
LinkedIn, with its services that help both employers and workers network, grow professionally, and find one another, has shown consistent and strong growth since we acquired it in 2016.
LinkedIn, with its services that help both employers and workers network, grow professionally, and find one another, nearly tripled revenue in the first five years following the acquisition and total annual revenue now exceeds $16 billion.
Similarly, GitHub has continued to strengthen its position as the preferred platform for developers since its acquisition in 2018 and is used by over 100 million developers and 90% of the Fortune 100.
Our acquisition of Activision Blizzard has made it easier for people to play great games wherever, whenever, and however they want, with gaming now having over 500 million active users across platforms and devices.
We expect the transaction will increase innovation in content creation and reduce constraints on distribution.
It also significantly expands our presence in mobile, the largest segment in the gaming business.
These examples of innovation, synergy, and partnership are far from exhaustive.
They provide a view, however, into the diverse and innovative set of technologies and products Microsoft has built under Mr. Nadella’s leadership.
It is a multi-faceted engine of growth that provides more avenues for continued success.
The uses for Microsoft’s technology toolbox are as expansive as our customers’ imaginations.
Mr. Nadella has quite intentionally conditioned Microsoft’s success on that of our customers – while
providing the platform and technologies on which our customers will achieve it.
Environmental and Social Leadership
At Microsoft, we focus on our enduring commitments that are central to meeting our mission and that become even more important in the era of AI: to expand opportunity, earn trust, protect fundamental rights, and advance sustainability.
As we described in Part 1 – Governance and our Board of Directors, we believe Microsoft’s public and strategic environmental and social commitments play an important role in fostering Microsoft’s long-term success and value creation for our shareholders.
Among just a few of this year’s highlights:
• Responsible AI.
Microsoft continues to advance our Responsible AI principles into practice across the Company to develop and deploy AI that will have a positive impact on society.
In fiscal year 2024, we published our inaugural annual Responsible AI Transparency Report that provides insight into how we build applications that use generative AI; make decisions and oversee the deployment of those applications; support our customers as they build their own generative applications; and learn, evolve, and grow as a responsible AI community.
• Cybersecurity.
Microsoft plays a critical role in the digital ecosystem, for ourselves, for our customers, and for the world.
Our SFI establishes three core principles – secure by design, secure by default, and secure operations – to which we have committed the entirety of our organization.

More changes truncated for legibility. Open the filings on SEC for full prose.

Cells reading “Not extracted” mean the deterministic extractor didn’t pick up that disclosure for the listed filing — not that it isn’t in the proxy. Open the company workspace and use Ask to query the CD&A directly.