Catherine MacGregor
MICROSOFTAbout Catherine MacGregor
Catherine MacGregor (age 53) is an independent director of Microsoft, serving since 2023; she is Group CEO and Director of Engie S.A. and was born in Morocco . At Microsoft, she serves on the Compensation Committee and the Environmental, Social, and Public Policy Committee . The Board determined she meets Nasdaq independence standards and Microsoft’s director independence guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Engie S.A. | Group CEO and Director | 2021–present | Leads global energy operations |
| TechnipFMC plc | President, Technip Energies | 2019–2020 | Business segment leadership |
| Schlumberger N.V. | President, Drilling Group; President, Reservoir Characterization Group; President, Europe & Africa; President, Wireline; Group HR Director | 1995–2018 | Global operations, technology, HR leadership across regions (Congo, UK, Malaysia, US, France) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Engie S.A. | Director (and Group CEO) | 2021–present | Other current public board; European energy leader |
Board Governance
- Committee assignments: Compensation Committee member; Environmental, Social, and Public Policy Committee member .
- Independence: Affirmed by the Board under Microsoft’s guidelines and Nasdaq listing standards .
- Attendance and engagement: Each director nominee attended ≥75% of meetings; combined attendance by nominees was ≥90% across Board and committees in FY2025 (Board met 6 times; committees held 27 meetings) .
- Prohibitions and policies: Strict hedging/pledging prohibitions apply to directors; comprehensive insider trading policies enforced .
- Related-party transactions: Ordinary course transactions occurred with companies where directors are executives, but none required Audit Committee approval in FY2025 .
Fixed Compensation
| Year | Cash Retainer ($) | Stock Award ($) | Committee Fees ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| FY2025 | 125,000 | 242,500 | 0 | 0 | 367,500 |
| FY2024 | 62,500 | 117,500 | 0 | 0 | 180,000 |
Notes:
- She elected to defer her cash and stock compensation; the FY2025 deferral converted into 849 shares; the FY2024 deferral converted into 438 shares .
- Non-employee director compensation structure: Base annual retainer increased from $360,000 (cash $125,000; stock $235,000) to $375,000 (cash $125,000; stock $250,000) effective December 10, 2024; committee chair/member cash retainers apply only to certain committees (Audit: $45,000 chair/$15,000 member; Compensation: $35,000 chair; ESPP: $25,000 chair; Governance: $25,000 chair) . FY2024 structure was $360,000 base (cash $125,000; stock $235,000) with the same committee cash retainers .
Performance Compensation
- Director compensation at Microsoft is not performance-based; it is comprised of cash and equity retainers paid quarterly in arrears, with optional deferral into stock units .
- Quarterly grant date fair values for director stock awards in FY2025: $58,750 for first two quarters and $62,500 for final two quarters; Lead Independent Director awards were higher (not applicable to MacGregor) .
| FY2025 Director Stock Award Grant Date Fair Value per Quarter ($) | Q1 | Q2 | Q3 | Q4 |
|---|---|---|---|---|
| Amount | 58,750 | 58,750 | 62,500 | 62,500 |
Deferral mechanics: Amounts deferred are credited as stock units based on the closing price on scheduled payment dates; dividends on deemed investments are reinvested; distributions occur in stock post-service per director elections .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Notes |
|---|---|---|
| Engie S.A. | Group CEO & Director | Microsoft disclosed ordinary course transactions with companies where directors are executives; none required Audit Committee approval in FY2025 . Independence reaffirmed with consideration of such relationships . |
Expertise & Qualifications
- Deep global operations and energy sector expertise from Engie and Schlumberger; senior HR leadership experience; multi-region leadership (Europe, Africa, Asia, US) .
- Board roles align with oversight of non-financial regulatory risks and compensation/human capital matters through committee memberships .
Equity Ownership
| Holder | Common Stock | % of Common | Additional Underlying Shares/Stock Units | Total |
|---|---|---|---|---|
| Catherine MacGregor | 0 | <1% | 1,487 | 1,487 |
- Ownership guidelines: Directors must own shares equal to at least 3× the base annual retainer; directors must retain 50% of net shares until compliant; all directors complied in FY2025 .
- Hedging/pledging: Prohibited for directors (no margin purchases or pledging) .
- Deferred units: Stock deferred under the Non-Employee Directors plan counts toward ownership compliance .
Insider Trades (Form 4)
Recent director transactions for Catherine MacGregor (MSFT):
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-09-12 | 2025-09-10 | Award (RSU) | Restricted Stock Units | 187.361 | 1,485.401 | |
| 2025-09-12 | 2025-09-11 | Award (RSU) | Restricted Stock Units | 2.460 | 1,487.862 | |
| 2025-06-07 | 2025-06-07 | Award (RSU/DER) | Restricted Stock Units | Noted in filing | — | |
| 2025-06-13 | 2025-06-11 | Award (RSU/DER) | Restricted Stock Units | Noted in filing | — |
Notes: RSU awards reflect quarterly director equity retainers and/or dividend equivalent rights credited to deferred accounts; post-transaction holdings are reported in the Form 4s .
Governance Assessment
- Strengths: Independent director with global industrial and energy expertise; committee roles on Compensation and Environmental/Social/Public Policy align with Microsoft’s oversight priorities (responsible AI, cybersecurity, sustainability, human capital) . Strong attendance expectations met (≥75% per director; ≥90% combined), and robust governance practices (executive sessions, annual evaluations) support board effectiveness .
- Alignment: Director stock ownership policy (3× retainer) with deferral options; all directors compliant; strict prohibitions against hedging/pledging enhance alignment with shareholders .
- Conflicts: Ordinary-course transactions involving companies where directors are executives occurred but none rose to related-party transactions requiring Audit Committee approval in FY2025; independence reaffirmed with consideration of such relationships—no specific red flags disclosed for MacGregor .
- Shareholder signals: Say-on-pay support was 91.34% at the 2024 Annual Meeting, indicating broad investor support for compensation governance; all director nominees (including MacGregor) were re-elected with high support .
RED FLAGS: None disclosed specific to Catherine MacGregor regarding related-party transactions, pledging/hedging, low attendance, or pay anomalies in FY2024–FY2025 .