Emma Walmsley
MICROSOFTAbout Emma N. Walmsley
Emma N. Walmsley (age 56) is an independent director of Microsoft, serving on the Board since 2019. She is CEO and Director of GSK plc, and at Microsoft she serves on the Compensation Committee and the Environmental, Social, and Public Policy Committee (no chair roles) . The Board has determined she is independent under Microsoft’s guidelines and Nasdaq standards; 11 of 12 Microsoft nominees are independent overall . In FY2025, all nominees attended at least 75% of their Board/committee meetings, and collectively attended at least 90%; executive sessions are held each quarterly Board and committee meeting, supporting effective oversight and engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GSK plc | Chief Executive Officer and Director | 2017–present | CEO; oversight of global healthcare operations |
| GSK plc | CEO, Consumer Healthcare | 2015–2016 | Business leadership in consumer health |
| GSK plc | President, Consumer Healthcare | 2012–2015 | P&L leadership |
| GSK plc | President, Consumer Healthcare Europe | 2010–2012 | Regional leadership |
| L’Oréal S.A. | GM, Consumer Products China; Global Brand Head, Maybelline (USA); UK GM, Garnier/Maybelline; other roles | 1994–2010 | Global consumer brand and go-to-market leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GSK plc (public) | CEO and Director | 2017–present | Executive director; no committee roles disclosed in MSFT proxy |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Environmental, Social, and Public Policy Committee. FY2025 meetings: Compensation (5), Environmental/Social/Public Policy (4) .
- Independence: Affirmed by the Board; independence determinations consider ordinary-course transactions (e.g., software purchases by companies where a director is an executive); none required Audit Committee approval in FY2025 .
- Attendance and engagement: Each nominee ≥75% attendance; combined Board/committee attendance ≥90% in FY2025. Quarterly executive sessions (independent directors) at all Board and committee meetings .
- Board leadership context: Lead Independent Director is Sandra E. Peterson with robust authorities; independent directors comprise 11 of 12 nominees .
- CEO-director service guideline: Microsoft’s policy generally limits current CEOs to serving on no more than one other public company board; Walmsley’s single external board (Microsoft) aligns with this guideline .
Fixed Compensation (Non-Employee Director)
| Item | FY2025 Amount | Detail/Notes |
|---|---|---|
| Annual base retainer (structure through Dec 9, 2024) | $360,000 | $125,000 cash + $235,000 stock |
| Annual base retainer (structure from Dec 10, 2024) | $375,000 | $125,000 cash + $250,000 stock |
| Committee/member retainers | — | No non-chair retainer for Compensation or Environmental/Social/Public Policy; Audit non-chair retainer exists but not applicable to Walmsley . |
| Emma Walmsley – Cash paid (FY2025) | $125,000 | Fees Earned or Paid in Cash |
| Emma Walmsley – Stock awards (FY2025) | $242,500 | Equity portion of retainer |
| Emma Walmsley – All other compensation | $0 | No other comp reported |
| Emma Walmsley – Total (FY2025) | $367,500 | Sum of cash + stock |
Additional notes: Walmsley elected to defer her FY2025 stock compensation; the deferred amount converted into 559 shares of Microsoft common stock under the director deferred compensation plan .
Performance Compensation
- Non-employee directors at Microsoft receive retainer-based equity (deferred stock awards) and do not have performance metric-based director equity programs. No options or PSUs are disclosed for directors; equity is granted quarterly based on retainer structure .
| Performance Element | Applicable to Directors? | Notes |
|---|---|---|
| Cash bonus tied to KPIs | No | Director comp is retainer-based |
| PSU/option awards | Not disclosed for directors | Director equity is stock awards tied to service/retainer |
| Performance metrics (TSR, revenue, ESG) | N/A | Not part of director pay design |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure | Mitigation/Board View |
|---|---|---|---|
| GSK plc | CEO and Director | Ordinary-course Microsoft transactions with entities where directors are executives (e.g., software licenses) may occur | Board affirmatively determined independence; FY2025 related-party review found no transactions requiring Audit Committee approval . |
Expertise & Qualifications
- Senior operating and P&L leadership across healthcare and global consumer brands (GSK CEO; prior senior roles at L’Oréal) .
- Governance and compensation oversight experience via membership on Microsoft’s Compensation and Environmental/Social/Public Policy committees .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Percent of Common | Additional Underlying Shares or Stock Units | Total (Common + Underlying) |
|---|---|---|---|---|
| Emma N. Walmsley | 9,913 | <1% | 830 | 10,743 |
- Ownership policy: Directors must hold Microsoft shares equal to at least 3× the base annual retainer and retain 50% of net shares until the guideline is met; all directors, including Walmsley, complied in FY2025 .
- Hedging/pledging: Strict prohibitions on hedging, margin purchases, or pledging Microsoft stock apply to directors and executive officers .
- Deferrals: Walmsley deferred her FY2025 stock retainer (converted into 559 shares) under the director deferred compensation plan .
Governance Assessment
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Strengths:
- Independent director with global CEO experience; serves on Compensation and Environmental/Social/Public Policy committees, which oversee executive pay, AI governance, cybersecurity, sustainability, and other non-financial regulatory risks—key focus areas for investor confidence .
- Strong alignment and guardrails: equity-heavy director pay, director ownership guideline compliance, and prohibitions on hedging/pledging support alignment with shareholders .
- Engagement/attendance: Board/committee attendance metrics and regular executive sessions indicate active oversight; Board-level independence is robust (11/12 independent) .
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Watch items (noted, but mitigated):
- Dual demands as a sitting CEO (GSK) raise capacity considerations; Microsoft policies generally limit current CEOs to one other public board, and Walmsley’s service aligns with this constraint .
- Ordinary-course transactions with companies led by directors are monitored under related-party policies; FY2025 review found no transactions requiring Audit Committee approval and independence was affirmed .
RED FLAGS: None identified in Microsoft’s FY2025 proxy specific to Walmsley (no attendance shortfalls, no related-party transactions requiring approval, no pledging/hedging) .
Additional context: Microsoft’s advisory say-on-pay support at the 2024 Annual Meeting exceeded 91%, and the Compensation Committee engages an independent consultant (Pay Governance), signaling broader governance quality of the compensation oversight environment in which Walmsley serves .