Microsoft CEO Satya Nadella’s complete 2025 compensation rose practically 22% from $79.1 million to nearly $96.5 million, due largely to the corporate’s booming share worth boosting the worth of his inventory awards.
The numbers had been disclosed Tuesday afternoon within the firm’s annual proxy assertion, together with particulars on Microsoft board adjustments, shareholder proposals elevating considerations about AI dangers, and a request from the board for shareholders to approve a brand new inventory plan.
Microsoft’s board nominated Walmart CFO John David Rainey as a brand new board member, to switch Carlos Rodriguez, present chair of the compensation committee, who just isn’t looking for re-election.
The corporate’s 2025 fiscal 12 months ended June 30. In evaluating Nadella’s efficiency, the board cited his work main the growth of the corporate’s AI infrastructure, Microsoft Copilot adoption and new safety initiatives.
A lot of Nadella’s complete compensation — about $84.2 million — relies on the efficiency of the corporate’s inventory, which has risen greater than 23% up to now 12 months, at one level pushing Microsoft’s complete market worth briefly previous $4 trillion.

His money incentive bonus was $9.56 million, up from the $5.2 million paid in 2024, after he requested a discount. The proxy assertion stated the rise mirrored sturdy monetary outcomes (117% of goal) and a excessive operational evaluation (151.67% of goal).
For the primary time, safety was used as one measuring stick for Microsoft government compensation, a part of an effort by the corporate to appease regulators and lawmakers after a sequence of high-profile breaches. In its overview, the board centered on Nadella’s function in making an attempt to deal with these points via the implementation of its Safe Future Initiative.
As well as, Microsoft’s board is asking shareholders to approve a 2026 Inventory Plan to switch the expiring 2017 plan, requesting authorization for as much as 226 million new shares that it says is required to proceed granting fairness awards for attracting and retaining expertise.
Nadella just lately appointed veteran government Judson Althoff as CEO of Microsoft’s industrial enterprise, a transfer designed to free Nadella to focus extra intensely on long-term AI technique and know-how.
Microsoft’s annual assembly, held nearly, is slated for 8:30 a.m. Dec. 5.
Keep forward of the curve with NextBusiness 24. Discover extra tales, subscribe to our publication, and be part of our rising group at nextbusiness24.com