Teri List
MICROSOFTAbout Teri L. List
Teri L. List (age 62) has served as an independent director of Microsoft since 2014. She is a seasoned CFO and finance leader with prior executive roles at Gap Inc., Dick’s Sporting Goods, Kraft Foods Group, and Procter & Gamble, and is designated a “financial expert” on Microsoft’s Audit Committee. She currently sits on Microsoft’s Audit and Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gap, Inc. | EVP & Chief Financial Officer | 2016–2020 | Led finance transformation and retail operations |
| Dick’s Sporting Goods, Inc. | EVP & Chief Financial Officer | 2015–2016 | Corporate finance leadership |
| Kraft Foods Group, Inc. | EVP & Chief Financial Officer; Senior Advisor; SVP | 2013–2015 | Public company CFO; strategic finance |
| Procter & Gamble Co. | Senior Vice President & Treasurer; various roles | 1994–2013 | Global treasury, capital markets, corporate finance |
| Financial Accounting Foundation | Former Trustee | Not disclosed | Standard-setting oversight |
| Financial Accounting Standards Board | Former Practice Fellow | Not disclosed | Technical accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Danaher Corporation | Director | Current | Public company board |
| lululemon athletica inc. | Director | Current | Public company board |
| Visa Inc. | Director | Current | Public company board |
| DoubleVerify Holdings, Inc. | Director | Former (past 5 years) | Former public board |
| Oscar Health, Inc. | Director | Former (past 5 years) | Former public board |
Board Governance
- Committees: Audit (Financial Expert & Member); Governance & Nominating (Member) .
- Committee meeting cadence FY2025: Audit (8); Governance & Nominating (4) .
- Independence: Board determined Ms. List meets independence standards (Nasdaq and Microsoft guidelines) ; Microsoft’s slate includes 11 of 12 independent nominees .
- Attendance: Each nominee attended ≥75% of meetings; combined board and committee attendance ≥90% in FY2025; all directors attended the 2024 annual meeting .
- Audit Committee service limits: Microsoft ordinarily limits directors to ≤3 public company audit committees. The Board reviewed Ms. List’s service on four public company audit committees (including Microsoft) and determined she can effectively continue to serve on Microsoft’s Audit Committee given her qualifications and retirement from active employment .
Fixed Compensation
| Component | FY2025 Amount (USD) | Notes |
|---|---|---|
| Annual base retainer (cash) | $125,000 | Director cash retainer |
| Annual base retainer (stock) | $242,500 | Four quarterly stock awards; grant date fair values $58,750 (Q1–Q2) and $62,500 (Q3–Q4) |
| Committee retainer – Audit (member) | $15,000 | Cash |
| Committee retainer – Governance & Nominating (member) | $0 | No member retainer; chair receives stock award |
| Matching charitable contributions | $15,000 | Corporate giving match cap |
| Total FY2025 director compensation | $397,500 | Fees: $140,000; Stock: $242,500; Other: $15,000 |
Compensation program structure (non-employee directors):
- Base annual retainer increased to $375,000 from Dec 10, 2024 (cash $125,000; stock $250,000). Audit member retainer $15,000; Audit chair $45,000; Governance chair $25,000 (stock); Compensation chair $35,000; ESPP chair $25,000; Lead Independent Director retainer $60,000 (stock) .
Performance Compensation
| Metric/Instrument | Status | Detail |
|---|---|---|
| Performance-based cash bonus | Not applicable | Non-employee director pay is retainer-based (cash + stock), no performance bonuses |
| PSUs/Options | Not applicable | Microsoft has not granted stock options to directors; director stock awards are time-based quarterly grants under plan |
Other Directorships & Interlocks
- Current public boards: Danaher; lululemon; Visa .
- Audit Committee load: Board approved Ms. List’s service on four public company audit committees (including Microsoft) after review; notes her professional qualifications and retirement from full-time employment .
- Related-party transactions: Microsoft notes ordinary-course transactions with entities where directors are officers or directors; none required Audit Committee approval in FY2025 . Independence determinations considered such ordinary-course interactions .
Expertise & Qualifications
- Designated Audit Committee “Financial Expert”; extensive CFO experience across consumer, retail, and CPG sectors .
- Governance experience via service on Governance & Nominating Committee .
- Technical accounting and standard-setting exposure (FAA Trustee; FASB Practice Fellow) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 25,600 shares | Includes 2,675 shares held by a family trust |
| Additional underlying shares/units | 0 | Not payable within 60 days |
| Deferred comp plan credits (payable ≤60 days) | Included | For directors, common stock figures include deferred stock credited that may be distributable within 60 days; Ms. List: 22,925 shares credited |
| Hedging/pledging | Prohibited | Directors/officers prohibited from hedging, margin purchases, or pledging MSFT stock |
| Ownership guideline | 3× base annual retainer | Must retain 50% of net shares until compliant; all directors complied in FY2025 |
Governance Assessment
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Strengths:
- Deep finance and audit credentials; Audit Committee financial expert .
- Independent director with strong attendance and active committee roles .
- Majority equity compensation supports alignment (FY2025 stock awards $242,500 vs. cash fees $140,000) .
- Complies with stock ownership policy; hedging/pledging prohibited, reducing alignment risks .
- No related-party transactions requiring Audit Committee approval in FY2025 .
-
Risks and RED FLAGS:
- Overboarding risk: Service on four public company audit committees, exceeding Microsoft’s ordinary guideline; Board explicitly reviewed and permitted continued service given qualifications and capacity, but this remains a time-commitment risk for investors to monitor .
- Multiple outside boards (Danaher, lululemon, Visa) may elevate potential ordinary-course interactions; independence assessments considered such relationships and found no impairment .
-
Engagement Signals:
- Board-wide governance enhancements, independent leadership, executive sessions every quarterly meeting, and majority independent committees support oversight quality .