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Microsoft CEO Satya Nadella’s comp tops $79M as stock soars; cash bonus cut in half on security woes

Microsoft CEO Satya Nadella was awarded more than $79 million in total compensation for the tech giant’s 2024 fiscal year, up from $48.5 million a year earlier, according to the company’s proxy statement, released Thursday afternoon.

Nadella asked the Microsoft board to reduce the cash component of his compensation in line with the company’s prior pledge to tie part of executive pay to the company’s security performance following a series of high-profile attacks.

In a letter included in the proxy statement, the board’s compensation committee wrote, in part:

“Mr. Nadella agreed that the Company’s performance was extremely strong, but reflecting on his personal commitment to security and his role as the CEO, asked the Board to consider departing from the established performance metrics and reduce his cash incentive to reflect his personal accountability for the focus and speed required for the changes that today’s cybersecurity threat landscape showed were necessary.

“The Board reviewed the Company’s performance and firmly believes that Mr. Nadella provided exceptional leadership and was both critical in achieving the extremely strong performance of the Company and personally responsible for the ongoing repositioning of its investments and priorities. It also considered the factors that Mr. Nadella raised in requesting a reduction of his cash incentive and concluded that such an adjustment was appropriate. The Board approved a fiscal year 2024 cash incentive of $5.2 million, which represents a more than 50% reduction compared to what he would have been awarded based on the combined assessment of strong financial and operational performance.”

However, the vast majority of Nadella’s compensation package is tied to the company’s stock performance, which determines his performance stock awards, valued at more than $71 million for the 2024 fiscal year.

Microsoft shares are up 28% over the past year, driven largely by investor optimism about the potential for artificial intelligence to drive new revenue for the company over the long-term.

Editor’s Note: A previous version of this story misstated Satya Nadella’s total compensation for 2024.