Core Insights - Microsoft CEO Satya Nadella's total compensation for 2025 increased by nearly 22% from $79.1 million to almost $96.5 million, primarily due to a significant rise in the company's share price [2][4] Compensation Details - The annual proxy statement revealed that Nadella's compensation included approximately $84.2 million tied to stock performance, which saw an increase of over 23% in the past year, briefly elevating Microsoft's market value past $4 trillion [4] - Nadella's cash incentive bonus rose to $9.56 million from $5.2 million in 2024, reflecting strong financial results at 117% of target and a high operational assessment at 151.67% of target [4] Board Changes and Proposals - Microsoft’s board nominated Walmart CFO John David Rainey as a new board member, replacing Carlos Rodriguez, who is not seeking re-election [3] - The board is requesting shareholder approval for a new 2026 Stock Plan to replace the expiring 2017 plan, seeking authorization for up to 226 million new shares to continue granting equity awards [5] Security Initiatives - For the first time, security metrics were included in executive compensation evaluations, reflecting the company's response to regulatory pressures following high-profile security breaches [5] - The board highlighted Nadella's role in addressing security issues through the implementation of the Secure Future Initiative [5] Leadership Changes - Nadella appointed Judson Althoff as CEO of Microsoft's commercial business to allow him to concentrate on long-term AI strategy and technology [6]