John Stanton

About John W. Stanton

Independent director at Microsoft since 2014 (age 70). Founder and Chairman of Trilogy Partnerships; long-time wireless industry operator (Western Wireless, VoiceStream/T-Mobile predecessor, Clearwire) with board and interim CEO experience; currently serves on Microsoft’s Audit and Environmental, Social, and Public Policy Committees. The Board determined Stanton is independent under Microsoft guidelines and Nasdaq standards .

Past Roles

External Roles

Board Governance

• Committee assignments and activity

  Committee	Role	Chair?	FY25 Meetings
  Audit	Member	No	8
  Environmental, Social, and Public Policy	Member	No	4
  Compensation	None	—	5
  Governance and Nominating	None	—	4

• Audit Committee report: Stanton signed the FY25 Audit Committee report (members: Hugh F. Johnston – Chair, Teri L. List, Carlos A. Rodriguez, John W. Stanton) .

• Independence: The Board affirmed Stanton meets independence standards; ordinary-course transactions involving companies linked to directors were assessed and deemed not to impair independence .

• Attendance: Each director nominee attended at least 75% of aggregate Board and committee meetings; nominees attended at least 90% combined in FY25 (Board held six meetings; total Board+committees 27) .

• Tenure: Director since 2014 .

• Notes: Audit Committee financial experts are Johnston, List, and Rodriguez (Stanton is not designated as an “audit committee financial expert”) .

Fixed Compensation

Program structure (reference amounts):

• Standard annual cash retainer $125,000; Audit Committee member cash retainer $15,000; Audit Committee chair cash retainer $45,000; Compensation Committee chair cash retainer $35,000; Environmental, Social, and Public Policy Committee chair cash retainer $25,000; Governance & Nominating Committee chair stock award retainer $25,000; Lead Independent Director stock award retainer $60,000 (illustrative amounts used in 2026 Stock Plan disclosure) .
• Directors may elect to defer cash and/or stock retainers into deferred stock awards credited by dividing the deferred amount by the closing price on scheduled payment dates; distributions occur in shares after Board service ends, via lump sum or installments .

Performance Compensation

• No director bonus, option, or performance share awards are disclosed for Stanton in FY25; director equity is retainer-based stock awards determined by grant-date fair value, without disclosed performance metrics .
• 2026 Stock Plan governance features relevant to equity awards: no single‑trigger change in control acceleration; no dividends on unvested awards; repricing prohibited without shareholder approval; annual limits on non‑employee director awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Telecom founder/operator (Western Wireless, VoiceStream), chair and interim CEO experience at Clearwire; investment leadership via Trilogy Partnerships .
• Committee service across Audit and Environmental, Social, and Public Policy reflects risk oversight and ESG/public policy competency .

Equity Ownership

Ownership alignment and restrictions:

• Director stock ownership policy: minimum ownership equal to 3× the base annual retainer (cash and stock); directors must retain 50% of net shares until achieving the guideline. All directors complied in FY25 .
• Hedging and pledging prohibitions: directors and executive officers are prohibited from derivatives trading (options, puts, calls), purchasing MSFT stock on margin, borrowing against MSFT stock in margin accounts, or pledging MSFT stock as collateral .

Governance Assessment

• Strengths

  • Independence affirmed; no material relationships deemed to impair judgment .
  • Active committee participation on Audit and ESG/Public Policy; Audit Committee report signed by Stanton, evidencing engagement in financial reporting oversight .
  • Attendance expectations met at the Board level (≥75% for each nominee; ≥90% combined) .
  • Ownership alignment via policy compliance and majority of compensation delivered in stock awards .
  • Robust trading and pledging prohibitions reduce alignment risk .

• Watch items

  • Not designated as an “audit committee financial expert” (others fulfill that role), which is balanced by overall committee composition .
  • External roles (Costco director; Mariners entity chair) require ongoing monitoring, though the Board’s independence review covered ordinary‑course transactions and affirmed independence .

• RED FLAGS

  • None disclosed: no pledging, no related‑party transactions involving Stanton, no attendance shortfalls noted in proxy .