John David Rainey
MICROSOFTAbout John David Rainey
John David Rainey, age 55, is Executive Vice President and Chief Financial Officer of Walmart Inc. and a new nominee for election to Microsoft’s Board at the December 5, 2025 annual meeting. If elected, his term will begin on December 5, 2025; he is designated as independent and was born in the United States. His background includes senior finance leadership roles at PayPal and United Airlines, bringing financial and digital acumen relevant to Microsoft’s strategy and risk oversight .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Walmart Inc. | Executive Vice President and CFO | 2022–present | Retail company; finance and digital leadership |
| PayPal Holdings, Inc. | CFO and EVP, Global Customer Operations | 2015–2022 | Payments and customer operations leadership |
| United Airlines, Inc. | EVP and CFO | 2012–2015 | Airline finance leadership |
| United Airlines, Inc. | SVP, Financial Planning & Analysis | 2010–2012 | Corporate FP&A |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart Inc. | Executive Vice President and CFO | 2022–present | Strategic cloud/AI partnership with Microsoft; Walmart selected Microsoft as preferred cloud provider (Azure, Microsoft 365) under multi-year agreements, with ongoing Azure OpenAI usage supporting AI tools – potential interlock to monitor |
| Nasdaq, Inc. | Former public company directorship | Past five years (prior) | Former directorship; currently no other public company boards |
Board Governance
- Independence: Yes (new nominee) .
- Committee assignments: To be determined after election; Carlos A. Rodriguez is not seeking re-election (he currently chairs Compensation and is on Audit), and the Board will consider committee appointments for Rainey if elected .
- Term start: December 5, 2025, if elected .
- Other public company boards: None current .
Fixed Compensation
Microsoft’s standard non-employee director pay structure (FY2025), which would apply to Rainey if elected, is predominantly equity-based and paid quarterly, with pro-ration for partial periods.
| Component | Through Dec 9, 2024 ($) | From Dec 10, 2024 ($) |
|---|---|---|
| Annual Base Retainer (Total) | 360,000 | 375,000 |
| Cash Portion | 125,000 | 125,000 |
| Stock Award Portion | 235,000 | 250,000 |
| Audit Committee Chair | 45,000 | 45,000 |
| Audit Committee Member | 15,000 | 15,000 |
| Compensation Committee Chair | 35,000 | 35,000 |
| Environmental, Social & Public Policy Chair | 25,000 | 25,000 |
| Governance & Nominating Chair | 25,000 | 25,000 |
| Lead Independent Director Retainer (equity) | 40,000 | 60,000 |
Additional details:
- Retainers are paid quarterly in arrears; shares for stock awards are determined by dividing the award value by the market price on the last business day of each period; pro-rated for changes mid-quarter .
- Directors may elect to defer cash/stock retainers into deferred stock units with distribution in shares post-service, per the Deferred Compensation Plan for Non-Employee Directors .
Performance Compensation
Non-employee directors do not receive performance-based bonuses or PSUs; equity is time-based quarterly stock awards. Grant-date fair values per quarter in FY2025:
| Metric | Q1 FY2025 ($) | Q2 FY2025 ($) | Q3 FY2025 ($) | Q4 FY2025 ($) |
|---|---|---|---|---|
| Standard Director Stock Award (per quarter) | 58,750 | 58,750 | 62,500 | 62,500 |
| Lead Independent Director Stock Award (per quarter) | 75,000 | 75,000 | 83,750 | 83,750 |
Notes: No meeting fees; no options; no director PSUs; charitable match up to $15,000 annually may appear in “All Other Compensation” .
Other Directorships & Interlocks
| Company | Relationship to MSFT | Potential Conflict Consideration |
|---|---|---|
| Walmart Inc. | Strategic cloud/AI partnership; Walmart selected Microsoft as preferred/strategic cloud provider (Azure, Microsoft 365), with Azure OpenAI used in Walmart’s AI tools | As Walmart CFO, Rainey may face perceived conflicts in matters involving Walmart-Microsoft commercial relationships; monitor recusal and committee placement to mitigate conflict risk |
| Nasdaq, Inc. (former) | No current tie to MSFT | Former directorship within past five years |
Expertise & Qualifications
- Senior finance leadership across retail, payments, and airlines (CFO roles at Walmart, PayPal, United) .
- Board letter highlights his “financial and digital acumen” suited to oversight in complex, competitive industries .
Equity Ownership
As of September 30, 2025:
| Holder | Common Stock (shares) | Percent of Common Stock | Additional Underlying Shares/Stock Units | Total (incl. additional) |
|---|---|---|---|---|
| John David Rainey | 6,498 | <1% | 0 | 6,498 |
Policy alignment:
- Director Stock Ownership Policy: directors must own Microsoft shares equal to at least 3× the base annual retainer; must retain 50% of net shares until compliant. FY2025: all current directors complied; Rainey as a new nominee will be subject to the policy upon election .
- Hedging/pledging prohibitions: directors are prohibited from derivatives trading, margin purchases, borrowing against, or pledging Microsoft stock .
Governance Assessment
- Independence and fit: Designated independent; deep finance and operating experience enhances audit/financial oversight capacity. Committee assignment post-election will be important; his background aligns with Audit/Compensation committee skill needs .
- Compensation alignment: Director pay is majority equity, paid quarterly, reinforcing alignment; no options/PSUs for directors; deferral into stock units further supports long-term orientation .
- Attendance/engagement: Rainey is a new nominee; board-wide evaluation and director education processes are robust, with frequent executive sessions and rigorous annual assessments, but individual attendance for Rainey is not applicable yet .
- Shareholder signals: Strong governance practices (stock ownership, clawback, hedging/pledging bans) and sustained say-on-pay support (over 91% in 2024) underpin investor confidence in Microsoft’s compensation governance framework .
- RED FLAGS to monitor:
- Potential related-party exposure given Walmart’s strategic partnership with Microsoft; ensure appropriate recusals on any Board matters involving Walmart and consider committee placement to avoid conflicts .
- No evidence of pledging/hedging by Rainey; company policy prohibits such activities .
- No director-specific related-party transactions disclosed; continue monitoring future proxies and 8-Ks.