Amy Hood

About Amy Hood

Amy E. Hood is Executive Vice President and Chief Financial Officer of Microsoft, appointed CFO in May 2013 and EVP & CFO in July 2013; she previously served as CFO of the Microsoft Business Division and held finance roles in Server & Tools and corporate finance after joining Microsoft in 2002 . She is 53 years old . Under her financial leadership in FY2025, Microsoft delivered 15% revenue growth to $281.7B, operating income up 17% to $128.5B, net income up 16% to $101.8B, EPS up 16% to $13.64, and Microsoft Cloud revenue up 23% to $168.9B, with FY2025 TSR cited as over 12% in her performance narrative . Microsoft’s pay-for-performance framework links NEO compensation to Incentive Plan Revenue, Operating Income, Azure and other cloud revenue, Microsoft Cloud revenue (ex-Azure), and relative TSR versus the S&P 500 .

Past Roles

Fixed Compensation

Fiscal-year cash incentive payout components:

All other compensation (FY2025):

Performance Compensation

Summary Compensation Table (stock awards and total):

FY2025 equity award design and grants:

Grant-date fair values recorded (accounting across tranches approved in FY2025):

PSA metrics and payout mechanics:

• Most important performance measures: Incentive Plan Revenue (Company Selected Measure), Relative TSR vs S&P 500, Azure & Other Cloud Services Revenue, Microsoft Cloud Revenue (ex-Azure), Incentive Plan Operating Income .
• Relative TSR modifier applies only for outperformance above the 60th percentile; can reduce payouts for underperformance .
• Completed FY2023 PSA cycle (FY23–FY25): Year 1 payout 99.65%, Year 2 119.69%, Year 3 103.69%; 3-year core metric average 107.68% × rTSR modifier 150% = Final PSA payout 161.52% .

Stock vesting realized (FY2025):

Equity Ownership & Alignment

• Executive stock ownership requirement: 8× base salary; each NEO complied in FY2025 .
• Hedging and pledging prohibited for directors and executive officers; no margin purchases or pledging Microsoft stock .
• Clawback: “No fault” executive compensation recovery policy applies to restatements and significant legal/compliance violations; cash and equity awards subject to recoupment .

Beneficial ownership (as of September 30, 2025):

Outstanding equity awards (June 30, 2025):

Employment Terms

Post-employment and severance:

• No employment contracts for NEOs; no payments/benefits following a change in control of Microsoft .
• Senior Executive Severance Plan (no change-in-control provision): Cash severance equals 12 months’ base salary + target annual cash incentive (lump sums), plus pro-rata target cash incentive for partial year; continued vesting of SAs for 12 months; pro-rata PSA vesting after year 1; COBRA contributions and outplacement; requires separation agreement with confidentiality, non-disparagement, and 12-month non-compete/non-solicit .
• Retirement vesting continuation generally after age 65, or age 55 with 15 years of service (for hires prior to Aug 1, 2023); as of June 30, 2025, only Mr. Nadella and Mr. Smith were retirement-eligible (Ms. Hood was not) .

Estimated payouts as of June 30, 2025:

Deferred compensation (FY2025):

Compensation Peer Group (Benchmarking)

• Primary Peer Group (Technology): Adobe, Alphabet, Amazon, Apple, Broadcom, Cisco, IBM, Intel, Meta, Nvidia, Oracle, Qualcomm, Salesforce .
• Secondary Peer Group (General Industry): Accenture, AT&T, Comcast, Johnson & Johnson, Merck, Netflix, Pfizer, Procter & Gamble, Tesla, Verizon, Walt Disney .
• Approach: Committee reviews market data but does not target specific market percentiles; Microsoft’s scale is materially larger than median peers .

Performance & Track Record (FY2025 highlights in CFO narrative)

• Returned over $37B to shareholders via dividends and buybacks; invested over $88B in capital expenditures to support AI demand; drove commercial bookings of over $100B in Q4; FY2025 TSR over 12% .
• Company-level outcomes: Revenue $281.7B (+15%), Operating Income $128.5B (+17%), Net Income $101.8B (+16%), Diluted EPS $13.64 (+16%); Microsoft Cloud revenue $168.9B (+23%) .

Risk Indicators & Governance Policies (Compensation-related)

• Strong “no fault” clawback policy (restatements or significant legal/compliance violations) .
• Derivatives trading, hedging, and pledging prohibited for executive officers .
• Annual compensation risk assessment concluded practices are not reasonably likely to have a material adverse effect .

Investment Implications

• Alignment: High performance linkage via cash incentives (financial + operational) and 50/50 mix of PSAs/SAs for NEOs; PSA rTSR modifier strengthens alignment with shareholder returns .
• Retention and selling pressure: Four-year SA schedules (25% first tranche on Aug 31; 12.5% semi-annually thereafter) and annual September grants create predictable vest dates; Hood realized $31.1M on vesting in FY2025 across 75,310 shares, suggesting periodic liquidity events aligned to vesting schedules . Pledging/hedging bans and 8× salary ownership requirement mitigate misalignment risk .
• Change-in-control and clawback: No CIC cash benefits; severance plan is double-independent of CIC and includes 12-month non-compete—reduces windfall risk. Robust clawback reduces downside governance risk .
• Upside/Execution: FY2025 growth and cloud momentum under Hood’s capital allocation (capex $88B, bookings >$100B) support continued PSA outperformance potential; investors should monitor annual PSA metric calibration and rTSR performance vs S&P 500 for payout sensitivity .
• Watchpoints: Termination payout sensitivities largely equity-driven ($49.1M without cause; $69.5M death/disability) underscore equity concentration in total comp—track outstanding PSA/SAs and market value progression for retention and dilution considerations .