Microsoft’s proxy statement about the board changes also showed Chief Executive Satya Nadella was paid $18,294,270 during the company’s most recent fiscal year.
Microsoft continued to reshape its board of directors Monday, announcing the retirement of longtime director Maria Klawe and the nomination of two women to sit on the board.
Klawe, the 64-year-old president of Harvey Mudd College in California, will not seek re-election when her term expires in December, Microsoft said. Klawe said she was stepping down to take on a larger role at the Claremont University Consortium’s endowment.
The departure of Klawe, who had served on Microsoft’s board for six years, and the nomination of two new directors are the latest moves in a three-year transformation that has reshaped the company’s governing council. Klawe’s departure will leave only three members of Microsoft’s board — including co-founder and former Chairman Bill Gates — who were appointed before 2012.
The shake-up started when hedge fund ValueAct Capital, after accumulating a large chunk of Microsoft’s shares, won a seat on the board for ValueAct President G. Mason Morfit. Former Chief Executive Steve Ballmer and four other directors have since left.
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The board nominated two women to replace Klawe, adding another seat to the board, bringing the total number of directors to 11. They are Johnson & Johnson executive Sandra Peterson, 56, and former Cisco executive Padmasree Warrior, 54.
Microsoft’s board nominated the directors in a filing ahead of its Dec. 2 annual shareholders meetingthat also disclosed its executives’ salaries.
Chief Executive Satya Nadella was paid $18,294,270 during the company’s most recent fiscal year, which ended June 30.
That’s down from $84,308,755 in fiscal 2014, a figure that included a seven-year stock grant that could pay Nadella up to 2.7 million shares depending on how well the company’s stock price fares when compared with other large U.S. companies.
Though Microsoft’s income fell during the most recent year, the company made “consistent progress” in building toward future growth, its proxy statement said. Nadella “provided strong, consistent vision.” He received 120 percent of his target performance-based cash bonus.
Peggy Johnson was the second-highest- paid executive at Microsoft in fiscal 2015, taking home $14,533,595 after arriving in August 2014 to lead Microsoft’s strategic partnerships as head of business development. That includes $7.8 million in a cash-and-stock hiring bonus.
The other executives named in the filing, Chief Operating Officer Kevin Turner; Brad Smith, president and chief legal officer; and Chief Financial Officer Amy Hood, saw their pay fall by 16 to 60 percent after the expiration of large stock grants paid to executives who stuck around through Ballmer’s resignation and the ensuing CEO search.
Monday’s filing also shows another big reduction in Gates’ Microsoft stock holdings.
Gates, who founded the company along with Paul Allen in 1975, owns about 222 million shares, or 2.8 percent of the outstanding stock. That’s down from 290 million last year, then equivalent to 3.6 percent of the company.
At Monday’s closing price, Gates’ current stake is worth $10.6 billion.