Reid Hoffman

About Reid G. Hoffman

Independent director of Microsoft since 2017; age 58. Hoffman is a partner at Greylock Partners and co-founded LinkedIn, where he served as Chairman and CEO; he previously was Executive Vice President at PayPal. He is currently a member of Microsoft’s Environmental, Social, and Public Policy Committee and is designated independent by the Board under Microsoft’s independence guidelines and Nasdaq standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Environmental, Social, and Public Policy (member). No chair roles disclosed for Hoffman .
• Independence: Classified independent by the Board; the Board considered ordinary course transactions involving companies affiliated with directors and affirmed independence for Hoffman and other nominees .
• Attendance and engagement: Each director nominee attended at least 75% of aggregate Board/committee meetings; Board met 6 times in FY25; Board and committees held 27 total meetings; all directors attended the 2024 annual meeting .
• Lead Independent Director: Sandra E. Peterson; responsibilities include executive sessions, agenda approval, CEO evaluation, and shareholder engagement .
• Executive sessions: Held for independent directors at each quarterly Board meeting; committees also meet in executive session .

Fixed Compensation (Director)

• Microsoft director compensation emphasizes equity; FY25 base retainer increased in December 2024 to $375,000 (cash $125,000; stock award $250,000). Committee chair retainers: Audit Chair $45,000; Compensation Chair $35,000; ESPP Chair $25,000; Governance Chair $25,000. Lead Independent Director retainer increased to $60,000 (stock) .

• FY25 actual compensation for Reid Hoffman (non-employee director): cash fees $125,000; stock awards grant-date fair value $242,500; total $367,500. Hoffman elected to defer all cash and stock compensation; FY25 deferrals converted into 849 Microsoft shares under the Director Deferred Compensation Plan .

Performance Compensation (Director)

• Non-employee directors do not receive performance-conditioned incentives; equity is delivered via quarterly retainer stock awards (with optional deferral). No director performance metrics, options, or PSU/PSA frameworks apply to directors; those apply to Named Executives only .

Other Directorships & Interlocks

• Current public board: Aurora Innovation, Inc.; former: Joby Aviation, Inc.; Reinvent Technology Partners Z .
• Independence and related-party oversight: The Audit Committee reviews related-party transactions; for FY25, ordinary-course dealings existed with entities affiliated with directors, but none constituted related-party transactions requiring Audit Committee approval . The Board nonetheless determined Hoffman is independent after reviewing any relationships under its guidelines .

Expertise & Qualifications

• Technology founder/operator (LinkedIn); senior operating experience in payments (PayPal); long-tenured venture investor (Greylock). Brings marketplace, network effects, product strategy, and early-to-scale technology company expertise aligned with Microsoft’s innovation and AI-driven growth focus .

Equity Ownership

• Microsoft director stock ownership policy requires holdings equal to at least 3x the base annual retainer; directors must retain 50% of net shares until compliance. All directors complied in FY25. Hedging and pledging of Microsoft stock are prohibited for directors and executive officers .

• FY25 deferral election detail: Hoffman deferred cash and stock retainers, converting into 849 Microsoft shares credited under the plan .

Governance Assessment

• Strengths: Independent director since 2017 with deep technology and venture expertise; active on the Environmental, Social, and Public Policy Committee overseeing AI governance, cybersecurity, and sustainability; compliant with stringent stock ownership policy; prohibited from hedging/pledging; strong Board process and engagement (90%+ combined meeting attendance across nominees; executive sessions each quarter). Say‑on‑pay support for NEOs remained high at >91% in 2024, signaling positive investor sentiment toward Microsoft’s pay/governance model .
• Potential conflicts/monitoring areas: Hoffman is a partner at Greylock and serves/served on external boards (Aurora; formerly Joby, RTP‑Z). The Board’s independence determination considered ordinary-course transactions with director-affiliated entities and affirmed independence; no related-party transactions required Audit Committee approval in FY25. Continue monitoring any Microsoft commercial engagements with Greylock portfolio companies or Aurora for related-party considerations; Microsoft’s policy and Audit Committee oversight provide mitigants .
• RED FLAGS: None disclosed specific to Hoffman. No pledging/hedging permitted; no attendance concerns (minimum thresholds met across nominees); no director-specific related-party transactions requiring approval in FY25 .