Microsoft CEO Satya Nadella gets $90 million payday

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Marcus R. Donner

An advising firm urged Microsoft shareholders to reject the company's compensation package for new CEO Satya Nadella, but the proposed package passed with ease.

Jacob Demmitt

Staff Writer- Puget Sound Business Journal

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The $90 million payday for new Microsoft CEO Satya Nadella was approved during Wednesday's shareholders meeting, but the vote was closer than usual.

According to an SEC filing by Microsoft, Wednesday's "advisory vote on executive compensation" passed with 72 percent in favor.

The vote on pay is generally part of the procedural humdrum of Microsoft's annual meeting. Shareholders have voted on it every year since 2011, always delivering more than 94 percent in favor of whatever compensation is proposed.

Things were a little more complicated this year — but the proposal was still nowhere near getting rejected.

Weeks before the meeting, advising organization Institutional Shareholder Services released a report that valued Nadella's 2014 pay at more than $90 million.

It reported the majority of that windfall came in the form of a $65 million one-time stock award the company was giving as a way to get Nadella invested in the company. The hope was that the stock award would tie the new CEO's own financial fate to that of the company.

None of the award vests for five years. When it does, it's performance based. So the award will payout a percentage tied to Microsoft's returns relative to the S&P 500.

ISS voiced concern over several aspects of the proposal and urged shareholders to vote no when they got their say.

According to Microsoft's SEC filing, just 28 percent of shareholders took the advice.

It's important to note Microsoft's massive stock award wasn't without precedent.

Apple CEO Tim Cook was given a similar stock award for the same reason when he took over that company in 2011. Apple gave its new top executive 1 million shares, which at the time the company valued at $376 million.

When Apple shareholders got a chance to vote on executive compensation at the next shareholders meeting, it passed with 83 percent voting in support of the proposal, according to an SEC filing by Apple.

Jacob Demmitt covers technology companies for the Puget Sound Business Journal.