Penny Pritzker
MICROSOFTAbout Penny S. Pritzker
Penny Pritzker (age 66) has served as an independent director of Microsoft since 2017; she is Founder and Chairman of PSP Partners and previously served as U.S. Secretary of Commerce (2013–2017). She chairs Microsoft’s Environmental, Social, and Public Policy (ESPP) Committee, bringing public policy, trade, and governance oversight experience; she has no current public company directorships listed and is deemed independent under Microsoft’s guidelines and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Commerce | U.S. Secretary of Commerce | 2013–2017 | Led trade, economic policy; relevant to antitrust, national security, trade oversight |
| PSP Partners, LLC | Founder & Chairman | Present | Private investment leadership; governance and capital allocation perspective |
| Pritzker Realty Group | Co-founder & Chairman | Present | Real estate investment oversight |
| Inspired Capital Partners | Co-founder & Chairman | Present | Early-stage investing, innovation lens |
| Artemis Real Estate Partners | Co-founder | 2009–2013; 2017–2025 | Real assets investing, risk management |
| The Parking Spot | Co-founder & Chairman | 1998–2011 | Operations and customer services exposure |
| Vi Senior Living | Founder & Chairman | 1987–2011 | Long-term operations, compliance, healthcare services |
| Pritzker Traubert Foundation | Co-founder | Present | Philanthropy; stakeholder engagement |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | None | — | No current public company directorships |
| Private/Non-profit | Pritzker Traubert Foundation | Co-founder | Philanthropy and civic engagement |
| Private investment | PSP Partners; Pritzker Realty Group; Inspired Capital Partners | Founder/Chair | Private investment/interests (no related-party transactions disclosed with Microsoft) |
Board Governance
- Committee leadership: Chair, Environmental, Social, and Public Policy Committee (ESPP) .
- ESPP scope: oversight of AI governance and regulation, privacy, national security, competition/antitrust, responsible sourcing, sustainability, and government relations/public policy agenda .
- Independence: Board determined Pritzker meets independence standards; 11 of 12 nominees are independent .
- Attendance: Each director attended at least 75% of meetings of the Board and committees served; combined attendance ≥90% across Board/committees; all directors attended 2024 Annual Meeting .
- Committee meeting cadence FY25: Audit (8), Compensation (5), ESPP (4), Governance & Nominating (4) .
| Governance Metric | Value |
|---|---|
| Director since | 2017 |
| Independence status | Independent |
| Committee role | ESPP Chair |
| FY25 ESPP meetings | 4 |
| Attendance | ≥75% per director; ≥90% combined; 2024 AGM attended |
Fixed Compensation
- Director retainer structure (FY25): Base annual retainer increased from $360,000 (cash $125,000; stock $235,000) through December 9, 2024 to $375,000 (cash $125,000; stock $250,000) from December 10, 2024; ESPP Committee Chair retainer $25,000; no meeting fees; Lead Independent Director additional stock retainer $60,000 .
| Component | FY25 Through Dec 9, 2024 | FY25 From Dec 10, 2024 |
|---|---|---|
| Base annual retainer (total) | $360,000 | $375,000 |
| Cash portion | $125,000 | $125,000 |
| Stock portion | $235,000 | $250,000 |
| ESPP Committee Chair retainer (cash) | $25,000 | $25,000 |
| Governance & Nominating Chair retainer | $25,000 (stock) | $25,000 (stock) |
| Audit Chair retainer (cash) | $45,000 | $45,000 |
| Compensation Chair retainer (cash) | $35,000 | $35,000 |
| Lead Independent Director retainer (stock) | $40,000 | $60,000 |
- FY25 actual compensation (Pritzker): Cash fees $150,000; stock awards $242,500; total $392,500; elected to defer cash and stock compensation converting into 906 shares .
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | Deferral Election |
|---|---|---|---|---|---|
| Penny S. Pritzker | 150,000 | 242,500 | 0 | 392,500 | Deferred cash/stock; 906 shares credited |
Performance Compensation
- Microsoft does not use performance-based pay for non-employee directors (no options, PSUs, or performance metrics referenced for director compensation); director equity is retainer-based and time-phased, with optional deferral into stock units .
| Performance-Linked Elements (Directors) | Status |
|---|---|
| PSUs, options, bonus metrics | Not applicable for directors |
Other Directorships & Interlocks
| Type | Entity | Relationship to Microsoft |
|---|---|---|
| Public Boards | None | No interlocks via public boards |
| Transactions | Related-party | Audit Committee reported no related-party transactions requiring approval; only ordinary course transactions noted, none involving Pritzker disclosed |
Expertise & Qualifications
- Public Policy and Government: Former U.S. Secretary of Commerce (trade, competition, national security) .
- Investment and Real Assets: Founder/Chair of PSP Partners; co-founder of Pritzker Realty Group and Artemis Real Estate Partners .
- Operations/Services: Co-founder roles in The Parking Spot and Vi Senior Living; stakeholder and consumer services experience .
- Governance: ESPP Chair responsible for AI governance, privacy, antitrust, national security, sustainability oversight .
Equity Ownership
- Beneficial ownership: 25,552 shares of Microsoft common stock (includes 12,000 shares held by a family trust); less than 1% of common shares outstanding. No additional underlying shares or stock units reported in the “Additional Underlying Shares or Stock Units” column for Pritzker .
- Deferred compensation: Common stock total includes shares credited under the Deferred Compensation Plan distributable within 60 days (13,552 for Pritzker); directors may defer cash/stock retainers into stock units .
- Hedging/pledging: Prohibited for directors; margin purchases and pledging of Microsoft stock prohibited .
- Stock ownership guideline: Directors must own at least 3x base annual retainer; all directors were in compliance in FY25 .
| Item | Amount/Status |
|---|---|
| Common stock owned | 25,552 shares; includes 12,000 in family trust |
| Additional underlying shares/stock units | 0 |
| % of common stock | <1% |
| Deferred compensation credited (within 60 days) | 13,552 shares |
| FY25 deferral conversion | 906 shares from cash/stock deferral |
| Ownership guideline compliance | In compliance (≥3x retainer) |
| Hedging/pledging | Prohibited |
Governance Assessment
- Strengths: Independent director with policy/regulatory expertise; chairs ESPP overseeing AI governance, privacy, antitrust, national security, and sustainability—key risk areas for Microsoft’s investor confidence. Strong attendance culture and independent-majority board; committee independence; frequent executive sessions; rigorous self-evaluations . Alignment via equity retainer and deferral to stock units; compliance with ownership guidelines; hedging/pledging prohibited .
- Potential conflicts: No related-party transactions requiring Audit Committee approval disclosed; ordinary course transactions with entities linked to certain directors noted generically, but none flagged for Pritzker; prohibition on pledging/hedging reduces alignment risk .
- Signals: ESPP chairing suggests central role in AI and regulatory oversight; no public board interlocks reduces cross-company conflict risk. Board engagement with shareholders on governance/compensation and say-on-pay support (91% approval in 2024) reflect governance stability supportive of investor confidence .