Mark Mason

About Mark Mason

Mark A. L. Mason is an independent director of Microsoft, appointed in 2023, and serves as Chief Financial Officer of Citigroup Inc.; he is 56 years old and was born in the United States . He sits on Microsoft’s Governance and Nominating Committee and has been affirmed by the Board as independent under Microsoft’s guidelines and Nasdaq standards . The Board met six times in FY2025; each director nominee attended at least 75% of meetings, and nominees collectively attended at least 90% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .

Past Roles

External Roles

Board Governance

• Committee assignments: Governance and Nominating Committee – Member .
• Independence: Board determined Mason meets independence standards under Microsoft guidelines and Nasdaq listing rules .
• Attendance/engagement: Board held six meetings in FY2025; each director nominee attended at least 75% of meetings; nominees collectively attended ≥90% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
• Governance quality signals: Executive sessions each quarterly Board and committee meeting; all committee chairs and members are independent; annual Board/committee evaluations (periodically with third-party facilitators); continuing director education; Lead Independent Director with robust responsibilities .
• Committee activity levels (FY2025): Audit – 8; Compensation – 5; Environmental, Social & Public Policy – 4; Governance & Nominating – 4 .

Fixed Compensation

• Structural change: From December 10, 2024, annual base retainer increased from $360,000 (cash $125,000; stock $235,000) to $375,000 (cash $125,000; stock $250,000); Lead Independent Director retainer increased from $40,000 to $60,000 (stock) .

Performance Compensation

• Non-employee directors do not receive performance-based cash bonuses, PSUs, or option awards; director compensation consists of retainers (cash and stock) and any applicable chair fees, with quarterly stock grant mechanics and optional deferral; no meeting fees are paid .

Other Directorships & Interlocks

• Independence evaluation considers ordinary-course transactions (e.g., purchase of software licenses by companies where directors are executives); none were deemed related-party transactions requiring Audit Committee approval in FY2025 .

Expertise & Qualifications

• Finance and risk management: Current CFO of Citigroup; prior roles spanning CFO, CEO of key Citi businesses, COO, and Head of Strategy & M&A; deep experience in financial oversight, capital allocation, and strategic transactions .
• Board governance: Member of Governance & Nominating Committee, which oversees director selection/succession, Board effectiveness/independence, governance framework, shareholder engagement oversight, and investigations of sexual harassment complaints involving Board members and CEO .

Equity Ownership

• Ownership alignment: Directors must hold Microsoft shares equal to at least three times the base annual retainer and retain 50% of net shares until reaching the requirement; each director complied with the policy in FY2025 .
• Hedging/pledging: Strict prohibitions on directors and executive officers trading options/derivatives, purchasing on margin, borrowing against Microsoft stock, or pledging Microsoft stock as collateral .
• Deferred compensation: Directors may elect to defer cash and/or stock retainer amounts into deferred stock accounts paid in shares after Board service; dividends on deemed investments are reinvested; Mason’s reported table contains no deferral footnote, while several peers elected deferrals .

Governance Assessment

• Board effectiveness signals:
  • Independent status affirmed; committees composed entirely of independent directors; Mason’s assignment to Governance & Nominating aligns with his senior governance experience .
  • Strong attendance culture; Board met six times; aggregate attendance ≥90%; executive sessions at all quarterly meetings .
  • Robust shareholder rights and governance practices (majority vote, proxy access, special meeting rights, tenure and diversity commitments) underpin board accountability .
• Alignment and incentives:
  • Director pay is majority equity with quarterly stock awards; stock ownership policy enforced; hedging/pledging prohibited—supporting long-term alignment and mitigation of misalignment risks .
• Conflicts and related-party exposure:
  • Microsoft reports ordinary-course transactions with entities where directors are executives (e.g., software licensing), but none were related-party transactions requiring Audit Committee approval in FY2025; Mason’s independence was affirmed with consideration of such ordinary-course relationships .
• RED FLAGS:
  • None disclosed specific to Mason: no other public company boards (limits interlock risk) ; no pledging permitted ; no related-party transactions requiring approval in FY2025 . Continued monitoring appropriate given external executive role at a major financial institution and any evolving ordinary-course relationships with Microsoft customers or vendors .