Takeshi Numoto
MICROSOFTAbout Takeshi Numoto
Executive Vice President and Chief Marketing Officer at Microsoft, responsible for worldwide marketing across product marketing, brand, advertising, market research, events and communications for all Microsoft products and services. He joined Microsoft in 1997 after serving in Japan’s Ministry of International Trade and Industry; he holds a bachelor’s degree in law from the University of Tokyo and an MBA from Stanford University. Appointed CMO on Oct 26, 2023, reporting to the CEO, with a remit spanning AI-driven growth initiatives and Copilot go-to-market; Microsoft highlighted him as central to its cloud transformation. Company performance context during his current tenure includes FY2025 total shareholder return of “over 12%,” Incentive Plan Revenue growth of 15.22%, and Incentive Plan Operating Income growth of 17.80% (used for cash incentive metrics). Age is not disclosed by Microsoft.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Microsoft | Various marketing and product leadership roles (pre-CMO), supporting growth of the commercial portfolio and the transformation to the cloud | 1997–2023 | Modernized marketing and commerce capabilities; established a connected sales/marketing ecosystem leveraging data to optimize customer journeys |
| Ministry of International Trade and Industry (Japan) | Government official | Pre-1997 | Policy experience prior to Microsoft; foundation for global go-to-market and regulatory fluency |
External Roles
No current public company board roles disclosed in Microsoft’s proxy or executive biography.
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Base salary ($) | 800,000 |
| Target cash incentive (% of salary) | 200% (increased from 175% for FY2025) |
| Actual cash incentive paid ($) | 2,056,000 |
| Stock awards (grant-date fair value, PSAs+SAs) ($) | 9,005,380 |
| All other compensation ($) | 15,250 |
| Total compensation ($) | 11,876,630 |
Notes:
- Microsoft did not grant stock options (NEOs have not received options; company hasn’t granted options since 2003 except acquisition substitutions). No tax gross-ups.
Performance Compensation
FY2025 Annual Cash Incentive – Design and Payout
| Item | Detail |
|---|---|
| Weighting | 50% Financial (Incentive Plan Revenue, Incentive Plan Operating Income); 50% Operational (three weighted categories) |
| Financial results vs target | 117% of target |
| Operational results vs target | 140% of target |
| Total FY2025 cash incentive payout | 128.50% of target; $2,056,000 |
| FY2025 financial targets context (company-level) | Incentive Plan Revenue target $290.64B vs actual $289.18B (+15.22% YoY); Incentive Plan Operating Income target $122.75B vs actual $128.84B (+17.80% YoY) |
Equity Incentives – Structure and FY2025 Grants
| Component | FY2025 target structure (non-CEO NEOs) | Metrics / mechanics |
|---|---|---|
| PSAs (50% of equity) | Multi-year performance stock awards | Core metrics and weights: Azure & Other Cloud Services Revenue Growth (35%); Microsoft Cloud Revenue Growth ex-Azure (35%); Consumer Services Revenue Growth (15%); Xbox Content & Services Revenue Growth (15%). 3-year relative TSR modifier vs S&P 500 applied (60th–80th percentile = up to 150% cap; positive absolute TSR required for >100% modifier). |
| SAs (50% of equity) | Time-based stock awards | Vesting: 25% on Aug 31, 2025; 12.5% each six months thereafter (service-based vesting) |
FY2025 individual grant sizing (target shares/value):
- PSAs target shares: 8,511; SAs shares: 8,511; Aggregate target award value: $7,100,000.
Grants of plan-based awards (FY2025 portions established during the year):
| Award | Grant date | Estimated payouts (shares) – Threshold | Target | Maximum |
|---|---|---|---|---|
| 2025 PSA (FY2025 portion) | 9/16/2024 | 160 | 2,837 | 8,511 |
| 2024 PSA (FY2025 portion) | 9/16/2024 | 203 | 3,611 | 10,833 |
| 2023 PSA (FY2025 portion) | 9/16/2024 | 200 | 3,555 | 10,665 |
Completed FY2023 PSAs (performance period FY2023–FY2025) – company results and payout:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Azure & Other Cloud Services Revenue Growth | 35% | 29.23% | 36.76% | 44.28% | 34.58% | 85.52% |
| Microsoft Cloud Revenue Growth ex-Azure | 35% | 8.09% | 14.38% | 20.67% | 14.77% | 106.20% |
| Consumer Services Revenue Growth | 15% | -0.01% | 11.09% | 22.20% | 15.59% | 140.50% |
| Xbox Content & Services Revenue Growth | 15% | -2.90% | 14.23% | 31.37% | 14.81% | 103.38% |
| 3-year core metric average payout | — | — | — | — | — | 107.68% |
| Relative TSR modifier vs S&P 500 | — | — | 60th pct = 100% | 80th pct = 150% | 80th percentile | 150.00% |
| Final FY2023 PSA payout | — | — | — | — | — | 161.52% |
Vesting events realized FY2025:
- Stock awards vested (FY2025): 26,706 shares; $11,053,493 value realized. Microsoft reports no stock options outstanding for Named Executives.
Equity Ownership & Alignment
Beneficial Ownership (as of Sep 30, 2025)
| Holder | Common stock | % of common | Additional underlying shares/units | Total |
|---|---|---|---|---|
| Takeshi Numoto | 32,582 | <1% | 26,049 | 58,631 |
Notes: Additional underlying shares include unvested SAs not vesting within 60 days; excludes unvested PSAs. No pledging disclosure appears for Numoto; Microsoft imposes hedging and pledging restrictions on Named Executives.
Outstanding Equity Awards (June 30, 2025; $497.41/share)
| Award date | Unvested SAs (shares) | Market value ($) | Unearned PSAs (shares) | Market/payout value ($) |
|---|---|---|---|---|
| 9/14/2020 | 404 | 200,954 | — | — |
| 9/13/2021 | 1,155 | 574,509 | — | — |
| 9/19/2022 | 3,999 | 1,989,143 | 17,223 (FY23 PSA earned; vested 8/31/2025) | 8,566,892 |
| 9/18/2023 | 6,770 | 3,367,466 | 21,666 | 10,776,885 |
| 9/16/2024 | 8,511 | 4,233,457 | 8,511 | 4,233,457 |
Vesting cadence and near-term supply:
- SAs: 25% on Aug 31, 2025; 12.5% each six months thereafter (i.e., semiannual tranches, typically late February and late August), subject to continued employment.
- PSAs: Earned shares (if any) vest in full following each 3-year performance period; FY2023 PSAs vested Aug 31, 2025 at 161.52% of target. FY2024 and FY2025 PSAs remain open through June 30, 2026 and June 30, 2027, respectively.
Stock ownership policy and compliance:
- Ownership guideline: 5x base salary; executives must retain 50% of net shares until compliant. Microsoft discloses all Named Executives were in compliance in FY2025. Hedging and pledging restrictions apply.
Deferred compensation (U.S. plan):
| Item | FY2025 |
|---|---|
| Executive contributions ($) | 0 |
| Aggregate earnings ($) | 1,180,483 |
| Aggregate balance at 6/30/2025 ($) | 10,002,748 |
| Company contributions / above-market | None (no company contributions; earnings not preferential) |
Employment Terms
| Item | Disclosure |
|---|---|
| Termination benefits (as of 6/30/2025) | Without cause: $19,396,811; Death/Disability: $25,290,811 (valued at $497.41/share; includes equity components per plan terms). |
| Change-in-control terms | Not specifically itemized; equity treatment governed by plan; relative TSR and performance features apply to PSAs. (See PSA design.) |
| Clawback policy | “No-fault” executive compensation recovery policy covering incentive comp upon restatement and for significant legal/compliance violations; applies to cash and equity. |
| Hedging/pledging policy | Derivatives trading, hedging, and pledging restrictions apply to Named Executives. |
| Stock options | None; Microsoft has not granted options (other than substitutions) since 2003. |
| Tax gross-ups | None for NEOs in FY2025, FY2024, FY2023. |
Related party item:
- Son employed by Microsoft in a non-executive role; FY2025 compensation exceeded $120,000; terms consistent with standard policies. Reviewed under related-party framework.
Performance & Track Record
| Area | Evidence of value creation and execution |
|---|---|
| AI/Copilot launch execution | Led cross-functional efforts to support launch of Microsoft 365 Copilot app and Chat; amplified trusted AI messaging; advanced industry solutions positioning Microsoft for agent-powered future of work. |
| FY2025 payout drivers | Financial and operational performance produced 128.5% of target cash incentive for Numoto (117% financial; 140% operational). |
| FY2023–FY2025 PSAs | Strong 3-year core metrics and 80th percentile relative TSR yielded 161.52% payout, driving a large vest in Aug 2025. |
| Company TSR and growth context | FY2025 TSR “over 12%”; FY2024 delivered double-digit growth across revenue, operating income, net income, EPS; Microsoft Cloud revenue +23% in FY2024. |
Compensation Structure Analysis
- Mix and risk profile: For non-CEO NEOs, at least 70% of target compensation delivered as equity; 50% PSAs + 50% time-vest SAs balances performance linkage with retention. Over 50% of total pay opportunity is performance-based for non-CEO NEOs.
- Metric rigor and alignment: PSA metrics concentrate on cloud revenue growth, consumer services growth, and Xbox; all PSA goals require YoY growth; relative TSR modifier requires positive absolute TSR for >100% and ≥80th percentile for 150% modifier.
- Cash incentive calibration: Financial metrics tied to internal budget for Incentive Plan Revenue and Operating Income; FY2025 actuals yielded 117% payout on financial portion, indicating above-target performance.
- Shifts YoY: FY2025 introduced Consumer Services Revenue Growth (expanding beyond Search & News ex-TAC) and removed LinkedIn Sessions from PSA metrics to better align with strategic priorities.
Equity Ownership & Alignment Signals
- Skin-in-the-game: 58,631 total shares and units exposure; beneficial ownership <1% of outstanding shares; meets 5x salary guideline.
- Vesting calendar/supply: Semiannual SA vests post-Aug 31, and triennial PSA cliffs (FY2024 PSAs through June 30, 2026; FY2025 PSAs through June 30, 2027) create predictable windows for potential selling pressure (subject to blackout/policy).
- Restrictions: Strong clawback and anti-hedging/pledging policies reduce misalignment risk.
Governance, Compliance, and Red Flags
- Related-party transaction: Son’s employment >$120k disclosed; terms consistent with standard policies; no Audit Committee approval required under policy thresholds—low-to-moderate perception risk but transparent disclosure.
- Options repricing/underwater relief: None; Microsoft has not used stock options for NEOs since 2003.
- Say-on-pay and peer group: Say-on-pay appears on the ballot annually; specific historical approval percentages and peer group composition not disclosed in the cited sections.
Expertise & Qualifications
- Core credentials: 25+ years at Microsoft; led modernization of marketing and commerce; data-driven go-to-market; deep experience across cloud and enterprise portfolios. Education: University of Tokyo (Law); Stanford GSB (MBA).
Investment Implications
- Pay-for-performance linkage is strong: Cash incentives tied 50% to financial metrics and 50% to operational outcomes; PSAs directly track cloud and consumer growth vectors, with a TSR governor. This increases alignment with revenue and margin expansion drivers and provides positive signals when growth outperforms (as in FY2023–FY2025).
- Vesting-driven supply and potential selling pressure: A large FY2023 PSA payout (161.52%) vested Aug 31, 2025, and SAs vest semiannually thereafter—watch standard post-vest windows around late February and late August for Form 4 activity; Microsoft prohibits hedging/pledging, which mitigates leverage/overhang risk.
- Retention risk appears contained: Equity-heavy mix with multi-year PSAs and ownership requirements supports retention; termination benefits are largely equity-driven rather than cash multipliers, limiting perverse incentives.
- Alignment and governance: No tax gross-ups, strong clawbacks, and ownership guidelines promote long-term orientation. The disclosed family employment item is minor and policy-aligned.
- Execution track record in AI/Copilot marketing: Documented leadership across Copilot launches and industry solutions—ties directly to the company’s AI growth thesis; FY2025 incentive outcomes reflect solid financial and operational performance tailwinds.