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September 21, 2007

Microsoft proxy: Exec stock awards show missed goals

Posted by Benjamin J. Romano at 10:31 AM

Microsoft filed its annual proxy statement today. It scheduled its annual shareholders meeting for 8 a.m. Nov. 13 at the Washington State Convention and Trade Center -- a switch from the usual location, Meydenbauer Center in Bellevue.

The proxy also includes a discussion of how the board of directors thinks the top company executives did against their goals for the year. The goals included:

-- Customer satisfaction.

-- Product acceptance, including (i) the percentage of developers targeting Microsoft platforms and/or using its latest tools; (ii) the amount of activity and advertisements generated through its Web sites; (iii) sales of Windows licenses and Office units; and (iv) new Windows Server licenses.

-- Platforms and Services Division ("PSD") share of Internet searches using MSN-Microsoft Web sites.

-- Sales Marketing and Services Group net revenue and contribution margin.

-- Entertainment and Devices Division ("EDD") division net revenue and contribution margin.

-- Microsoft Business Division ("MBD") net revenue and contribution margin.

The board had this to say about the performance: "We were satisfied with our performance in product acceptance and SMSG and MBD financial metrics. Our performance in customer satisfaction, while steady, and Internet searches, while growing, fell short of our challenging goals, and we were not satisfied with our performance in EDD financial metrics."

As a result, Chief Financial Officer Chris Liddell received 46,250 shares, or 37 percent of his target. (An award of 100 percent of the target would indicate the board thought fiscal year 2007 performance showed "meaningful improvements
in performance as compared with actual fiscal year 2006 results.")

Platforms and Services Division President Kevin Johnson received 58,500 shares or 22.5 percent of his target.

Business Division President Jeff Raikes and Chief Operating Officer Kevin Turner each received 133,250 shares, 51.3 percent of their targets.

Details of compensation for Entertainment and Devices Division President Robbie Bach were not listed. Named executives typically include the CEO, CFO and the three highest-compensated executives.

The board also adopted a new requirement that executives "maintain a material personal financial stake in Microsoft to promote a long-term perspective in managing the enterprise, and to align shareholder and executive interests."

As such, the CEO must own stock equal to 10 times his base pay (not a problem for Ballmer, who, with 408.3 million shares, owns 4.3 percent of the company). Division presidents and the COO must own stock worth five times base pay. Other executives must own stock worth three times base pay.

Total compensation for the named executives, including base salary, bonus, stock awards and other compensation such as relocation expenses and matching contributions to 401(k) plans is:
CEO Steve Ballmer: $1,279,821
CFO Liddell: $4,733,262
PSD President Johnson: $7,026,526
MBD President Raikes: $6,182,567
COO Turner: $8,450,750

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Tricia Duryee
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