Tech Giant’s CEO Compensation Soars as Walmart CFO Joins Board

Microsoft CEO Satya Nadella’s Compensation Jumps 22% to Nearly $96.5 Million in 2025

Microsoft CEO Satya Nadella saw a significant increase in his total compensation for the year 2025, rising by almost 22% to reach nearly $96.5 million. This spike was primarily driven by the surge in Microsoft’s share price, which boosted the value of his stock awards.

The details of Nadella’s compensation were revealed in the company’s annual proxy statement released on Tuesday. The statement also included information about changes in the Microsoft board, shareholder concerns regarding AI risks, and a proposal for a new stock plan that requires shareholder approval.

One notable change in the board is the nomination of Walmart CFO John David Rainey as a new member to replace Carlos Rodriguez, the current chair of the compensation committee, who will not seek re-election.

Acknowledgment of Nadella’s Performance

Microsoft’s fiscal year for 2025 ended on June 30, and in evaluating Nadella’s performance, the board highlighted his leadership in expanding the company’s AI infrastructure, increasing Microsoft Copilot adoption, and implementing new security initiatives.

A significant portion of Nadella’s total compensation, totaling around $84.2 million, is directly linked to the performance of Microsoft’s stock. The company’s stock price has surged by more than 23% in the past year, briefly pushing Microsoft’s total market value above $4 trillion.

Focus on Security and Long-Term Strategy

Nadella’s cash incentive bonus for 2025 amounted to $9.56 million, a notable increase from the previous year’s $5.2 million. This increase was attributed to strong financial results and a high operational assessment.

For the first time, security considerations were factored into Microsoft executive compensation evaluations. The board recognized Nadella’s efforts in addressing security issues through initiatives like the Secure Future Initiative.

Furthermore, Microsoft’s board is seeking shareholder approval for a new 2026 Stock Plan to replace the expiring 2017 plan. This plan aims to authorize up to 226 million new shares to facilitate equity awards for talent attraction and retention.

Strategic Leadership Changes

Nadella recently appointed Judson Althoff as the CEO of Microsoft’s commercial business, a strategic move intended to allow Nadella to focus more intensively on long-term AI strategy and technology development.

Microsoft’s upcoming annual meeting, scheduled for 8:30 a.m. on December 5, will be held virtually to discuss these developments and future plans.