Charles Scharf
MICROSOFTAbout Charles W. Scharf
Charles W. Scharf is an independent director of Microsoft, age 60, serving on the Board since 2014, with deep financial-services operating experience as current CEO of Wells Fargo and prior CEO roles at Visa and BNY Mellon. He brings financial, leadership, and global business expertise to Microsoft’s Board and currently serves on the Compensation and Governance & Nominating Committees . The Board has affirmatively determined Scharf is independent under Microsoft’s guidelines and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo & Company | Chief Executive Officer, President, and Director | 2019–present | CEO leadership of a large U.S. financial institution |
| The Bank of New York Mellon Corporation | Chairman & CEO (2018–2019); CEO & Director (2017) | 2017–2019 | Led custody and asset servicing bank |
| Visa Inc. | Chief Executive Officer and Director | 2012–2016 | Led global payments network |
| JPMorgan Chase & Co. | Managing Director, One Equity Partners (2011–2012); CEO, Retail Financial Services (2004–2011) | 2004–2012 | Retail banking leadership; private equity arm |
| Bank One Corporation | CEO, Retail Division (2002–2004); Chief Financial Officer (2000–2002) | 2000–2004 | Retail banking and finance leadership |
| Citigroup Inc. | CFO, Global Corporate & Investment Bank Division | 1999–2000 | Division finance leadership |
External Roles
| Organization | Role | Status | Public Company Board |
|---|---|---|---|
| Wells Fargo & Company | CEO, President, and Director | Current | Yes |
| Prior five-year public company directorships | — | None disclosed | — |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Compensation (Member); Governance & Nominating (Member) |
| Chair roles | None |
| Independence status | Independent director |
| Years of service on MSFT Board | Director since 2014 (≈11 years as of 2025) |
| Board/committee meetings and attendance | FY25: Board met 6 times; committees held 27 total meetings; each nominee attended ≥75% of meetings on which they served; nominees attended ≥90% combined; all directors attended 2024 Annual Meeting |
| Executive sessions | Executive sessions at all quarterly Board and committee meetings |
| Lead Independent Director | Sandra E. Peterson is LID; all committee chairs/members independent |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual base retainer – cash | $125,000 | Paid quarterly |
| Annual base retainer – stock awards | $242,500 | Four quarterly grants; grant-date fair values per quarter detailed in proxy |
| Committee chair/member fees | $0 | Not a chair; only Audit non-chair has $15k; Compensation/Governance non-chair fees not specified |
| All other compensation | $0 | No perquisites; matching gifts for directors up to $15k applies generally |
| Total | $367,500 | — |
Director compensation structure (context):
- Through Dec 9, 2024: base retainer $360,000 ($125,000 cash; $235,000 stock) .
- From Dec 10, 2024: base retainer $375,000 ($125,000 cash; $250,000 stock); LID stock retainer increased to $60,000 .
Performance Compensation
| Performance-based elements for non-employee directors | Status |
|---|---|
| Options, PSUs, performance-conditioned equity | None disclosed for directors; annual stock retainer only |
| Meeting-based fees | Not used except specified committee retainers; no per-meeting fees disclosed |
Microsoft’s director pay program emphasizes equity alignment via stock retainers; directors may elect deferral into stock units; no performance metrics apply to director equity retainer awards .
Other Directorships & Interlocks
| Potential Interlock/Transaction | Disclosure |
|---|---|
| Ordinary-course dealings involving companies where directors are executives (e.g., software licenses, goods/services) | Occur in ordinary course; none in FY25 required Audit Committee approval as related-party transactions |
| Hedging/pledging | Directors are prohibited from hedging and pledging Microsoft stock, margin purchases, or derivatives |
| Board service guideline for current CEOs | Current CEOs should not serve on more than one other public company board; Microsoft applies this guideline broadly |
Expertise & Qualifications
- Financial, global business, leadership, M&A, sales/marketing, technology experience as profiled in Microsoft’s nominee skills matrix and biography .
- Long-tenured operating executive in banking and payments with prior CFO roles, supporting Audit/Compensation governance depth .
Equity Ownership
| Holder | Common Stock | Percent of Common | Additional underlying shares/stock units | Total | Notes |
|---|---|---|---|---|---|
| Charles W. Scharf | 45,142 | <1% | 0 | 45,142 | Includes 525 shares held by a family trust |
Ownership alignment and policies:
- Director stock ownership policy: must own ≥3× base annual retainer; retain 50% of net shares until compliant; all directors complied in FY25 .
- Hedging/pledging prohibited; no margin or collateral pledging allowed .
Governance Assessment
- Independence and capacity: Scharf is independent; the Board annually assesses relationships and tenure; independence re-affirmed for 2025 . Microsoft’s guideline limits outside boards for current CEOs; Scharf’s service is consistent with that framework .
- Committee effectiveness: Active on Compensation (with independent consultant Pay Governance) and Governance & Nominating; compensation program oversight includes risk-limiting features and strong clawback policy; committee composition entirely independent .
- Attendance and engagement: Strong attendance norms (≥75% individual; ≥90% combined), executive sessions each quarter, and directors attend Annual Meeting, supporting board effectiveness .
- Ownership alignment: Material personal stake with <1% of shares outstanding; compliance with director ownership guidelines; hedging/pledging prohibitions mitigate misalignment risk .
- Potential conflicts: As CEO of Wells Fargo, ordinary-course transactions were reviewed under related-party policy; none required Audit Committee approval in FY25—reducing conflict risk perception .
- Shareholder confidence signals: 91% say-on-pay approval at 2024 Annual Meeting and continued shareholder engagement by LID and Compensation Chair reflect constructive governance dialogue .
RED FLAGS
- None identified in FY25 disclosures: no related-party transactions requiring approval, no pledging/hedging, and attendance thresholds met . Monitoring item: dual commitments as a sitting CEO and outside director are addressed by Microsoft’s board service guideline and independence assessments .