Micron Technology Inc PRE 14A, filed Nov 13, 2025

Micron Technology Inc (MU)

PRE 14A 2025-11-13 For: 2026-01-15

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☒						Preliminary Proxy Statement
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Micron Technology, Inc.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


1			To elect eight (8) directors to our Board of Directors to serve for the ensuing year and until their successors are elected and qualified;
2			To approve, on a non-binding basis, the compensation of our named executive officers;
3			To approve an amendment to the Company’s Restated Certificate of Incorporation adding a provision regarding exculpation of officers in accordance with Delaware law;
4			To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending September 3, 2026;
5			To vote on a shareholder proposal included in the accompanying proxy statement, if properly presented at the Annual Meeting; and
6			To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.


Proxy Section	Page	Frequently Requested Information	Page
Notice of Annual Meeting	1	Artificial Intelligence	26
Proxy Roadmap	2	Auditor Fees	86
Corporate Governance	6	Beneficial Ownership Table	93
Proposal 1 - Election of Directors	6	Board Leadership Structure	19
Board of Directors	7	Board Refreshment and Continuing Education	16
Nominees for Election	7	Chief Executive Officer Pay Ratio	73
Director Nominees’ Skills and Experience	13	Code of Business Conduct and Ethics	28
Director Nominations and Board Refreshment	16	Components of our Executive Compensation Program	46
Board Structure	19	Compensation Consultant	44
The Board’s Roles and Responsibilities	24	Cybersecurity Oversight	25
Shareholder Outreach	29	Director Independence	19
Certain Relationships and Related Person Transactions	31	Director Nominees’ Skills and Experience Matrix	13
Director Compensation	32	Director Stock Ownership Guidelines	34
Executive Compensation and Related Information	35	Director Tenure	15
Proposal 2 - Say-on-Pay	35	Director Time Commitment Policy	18
Compensation Discussion and Analysis	36	Enterprise Risk Management Oversight	24
Compensation Committee Report	64	Executive Compensation Highlights	38
Compensation Tables	65	Executive Compensation Practices	41
Fiscal 2025 Summary Compensation Table	65	Financial and Business Highlights	37
Grants of Plan-Based Awards	67	Fiscal 2025 Director Compensation	32
Outstanding Equity Awards	69	Human Capital and Culture	26
Stock Vested in Fiscal 2025	72	Named Executive Officers	36
Nonqualified Deferred Compensation	73	Nominees for Director and Director Biographies	7
Chief Executive Officer Pay Ratio	73	Executive Officer Stock Ownership Guidelines	59
Potential Payments Upon Termination or Change in Control	74	Pay-for-Performance	79
Equity Compensation Plan Information	77	Peer Group	45
Pay Versus Performance	79	Potential Payments Upon Termination or a Change in Control	74
Proposal 3 - Approval of Amendment to our Restated Certificate of Incorporation to Provide Exculpatory Protection to Certain Company Officers	84	Report of the Audit Committee	87
Proposal 4 - Ratification of Appointment of PricewaterhouseCoopers LLP	86	Severance and Change in Control Arrangements	60
Principal Shareholders	93	Sustainability	26
Information Concerning Solicitation and Voting	95
Incorporation by Reference of Certain Financial Information	99
Householding of Proxy Statements and Annual Reports	99
Cautionary Note on Forward-Looking Statements	100
Deadline for Receipt of Shareholder Proposals for Fiscal 2026 Annual Meeting	101
Annex A - Amendment to Restated Certificate of Incorporation	102


Lynn A. Dugle Lead Independent Director Age \| 66 Director Since \| 2020 Committees Governance and Sustainability, Compensation	Professional Experience
	•	Chairman, Chief Executive Officer, and President of Engility Holdings Inc., an NYSE-listed engineering services firm, from March 2016 to January 2019.
	•	Prior to Engility, Ms. Dugle was Corporate Vice President, President of Intelligence and Information Systems of Raytheon Company, a U.S. defense contractor and industrial corporation, from January 2009 to March 2015.
	•	Within the past five years, Ms. Dugle served on the Board of Directors of State Street Corporation.
	Other Current Public Company Directorships
	•	EOG Resources, Inc.
	•	KBR, Inc.
	•	TE Connectivity Ltd.
	Board Skills, Qualifications, and Expertise
	Ms. Dugle’s experience as chairman and chief executive officer of a public engineering services firm and senior officer of a leading public technology company provides our Board expertise in information, technology, cybersecurity, corporate strategy, operations, and research and development, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Ms. Dugle to serve as a member of our Board.


						By Order of the Board of Directors
Boise, Idaho November 25, 2025						Michael Ray Senior Vice President, Chief Legal Officer and Corporate Secretary


PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL DETAILS
•All directors elected annually by a simple majority of votes cast •Lead Independent Director •Seven of eight director nominees are independent


Steven J. Gomo Independent Age \| 73 Director Since \| 2018 Committees Audit, Finance (Chair)	Professional Experience
	•	Executive Vice President, Finance and Chief Financial Officer from October 2004 until his retirement in December 2011, and Senior Vice President, Finance and Chief Financial Officer from August 2002 to September 2004 at NetApp, Inc., a storage and data management company.
	Other Current Public Company Directorships
	•	Nutanix, Inc.
	•	Enphase Energy, Inc.
	Board Skills, Qualifications, and Expertise
	Mr. Gomo’s experience as the chief financial officer of a public technology company provides our Board expertise in the technology industry, particularly in the areas of finance, accounting, treasury, investor relations, and securities, which contribute valuable insights and perspectives to our business and operations. We believe these experiences, qualifications, attributes, and skills qualify Mr. Gomo to serve as a member of our Board.


Linnie M. Haynesworth Independent Age \| 68 Director Since \| 2021 Committees Audit, Security (Chair)	Professional Experience
	•	Sector Vice President, Cyber and Intelligence Mission Solutions Division from January 2016 to 2019, and Sector Vice President and General Manager from December 2013 to 2019 at Northrop Grumman, a defense and space company.
	Other Current Public Company Directorships
	•	Truist Financial Corporation
	•	Automatic Data Processing, Inc.
	•	Eastman Chemical Company
	Board Skills, Qualifications, and Expertise
	Ms. Haynesworth’s experience as the sector vice president and general manager of a public defense and space company provides our Board expertise in technology integration, cybersecurity (including a Certificate in Cybersecurity Oversight), enterprise strategy, risk management, and large complex system development, delivery, and deployment, and contributes valuable insights and perspectives to our business and operations. Additionally, Ms. Haynesworth was a Member of the Defense Business Board of the United States Department of Defense from November 2021 to April 2025. We believe these experiences, qualifications, attributes, and skills qualify Ms. Haynesworth to serve as a member of our Board.


T. Mark Liu Independent Age \| 71 Director Since \| 2025 Committees Governance and Sustainability, Finance	Professional Experience
	•	Founder and Chairman of J&M Copper Beech Ventures, a multi-strategy investment fund since April 2024.
	•	Executive Chairman of Taiwan Semiconductor Manufacturing Company Limited, a multinational semiconductor contract manufacturer, from June 2018 to June 2024.
	Other Current Public Company Directorships
	•	None
	Board Skills, Qualifications, and Expertise
	Mr. Liu’s experience holding operations leadership positions, including Executive Chairman, in Taiwan Semiconductor Manufacturing Company Limited, a public multinational semiconductor contract manufacturer, provides our Board expertise in our industry and technology, as well as finance, business development, manufacturing, international operations, corporate governance and information security expertise. We believe these experiences, qualifications, attributes, and skills qualify Mr. Liu to serve as a member of our Board.


Sanjay Mehrotra Chairman, Chief Executive Officer Age \| 67 Director Since \| 2017	Professional Experience
	•	Mr. Mehrotra has served as Micron’s President, Chief Executive Officer, and Director since May 2017 and has served as Micron’s Chairman since January 2025.
	•	Prior to that, Mr. Mehrotra co-founded and led SanDisk Corporation as a start-up in 1988 until its eventual sale in May 2016, serving as its President and Chief Executive Officer from January 2011 to May 2016 and as a member of its Board of Directors from July 2010 to May 2016.
	Other Current Public Company Directorships
	•	CDW Corporation
	Board Skills, Qualifications, and Expertise
	Mr. Mehrotra has 45 years of experience in the semiconductor memory industry, and as a co-founder of SanDisk, he offers a unique perspective on the industry and has significant senior leadership and technological expertise. In addition, Mr. Mehrotra’s experience provides our Board expertise in finance, corporate development, corporate governance, and business strategy, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Mr. Mehrotra to serve as a member of our Board.


A. Christine Simons Independent Age \| 63 Director Since \| 2025 Committees Audit, Security	Professional Experience
	•	Partner at Deloitte & Touche LLP, the U.S. member firm of the global audit, tax, and advisory services firm, from August 2004 to May 2025, serving global technology clients in various leadership roles, including leading the firm’s Global Semiconductor Center of Excellence and leading the U.S. Technology, Media & Telecommunications (TMT) Audit & Assurance practice.
	Other Current Public Company Directorships
	•	Autodesk, Inc.
	Board Skills, Qualifications, and Expertise
	Ms. Simon’s experience advising numerous global technology clients on financial and accounting matters as a partner at Deloitte & Touche LLP provides our Board deep technical expertise in financial and accounting matters, and contributes valuable insights and perspectives to our business and operations. We believe these experiences, qualifications, attributes, and skills qualify Ms. Simons to serve as a member of our Board.


Richard M. Beyer Independent Age \| 77 Director Since \| 2013 Committees Compensation (Chair), Security	Professional Experience
	•	Chairman and Chief Executive Officer of Freescale Semiconductor, Inc., a semiconductor manufacturer, from 2008 through June 2012; director from 2008 to 2013.
	•	Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and a director of Intersil Corporation, a semiconductor company, from 2002 to 2008.
	•	Mr. Beyer previously served as Chief Executive Officer of Elantec Semiconductor Inc. and in executive management roles at FVC.com, VLSI Technology, and National Semiconductor Corporation, and served three years as an officer in the United States Marine Corps.
	•	Within the past five years, Mr. Beyer served on the Board of Directors of Dialog Semiconductor.
	Other Current Public Company Directorships
	•	None
	Board Skills, Qualifications, and Expertise
	Mr. Beyer’s experience as the chief executive officer and a director at leading technology companies provides our Board expertise in the technology industry and also in corporate strategy, financial management, operations, marketing, and research and development, all of which are critical to achieving our strategic objectives.


Mary Pat McCarthy Independent Age \| 70 Director Since \| 2018 Committees Audit (Chair), Finance	Professional Experience
	•	Vice Chair of KPMG LLP, the U.S. member firm of the global audit, tax, and advisory services firm, from July 1998 until her retirement in December 2011. Ms. McCarthy joined KPMG in 1977, became a partner in 1987, and held numerous senior leadership positions with the firm during her tenure.
	Other Current Public Company Directorships
	•	Palo Alto Networks, Inc.
	Board Skills, Qualifications, and Expertise
	Ms. McCarthy’s experience advising numerous companies on financial and accounting matters as a Certified Public Accountant (ret.) provides our Board deep technical expertise in financial and accounting matters, and contributes valuable insights and perspectives to our business and operations.


			Skills and Experience			Alignment to Micron’s Strategy and Values
			Multinational Experience Experience with businesses with significant global operations			Micron is a global leader in memory with over 53,000 employees spanning multiple countries. Our directors provide valuable business and cultural perspectives aligned to our core vision and mission.
			Executive Leadership (public or private) Experience in a senior leadership role			The scale and complexity of our industry requires leadership with strategic clarity and an understanding of how to execute our biggest goals.
			Operations/Manufacturing Experience with global, large-scale complex operations or manufacturing			Our business model involves a complex distribution and supply chain network. Our directors oversee and guide operational efficiencies in various facets of our operations.
			Strategy/Marketing Experience with sales or marketing strategy			We win by knowing our customers and our Board provides guidance in marketing and sales strategy.
			Cybersecurity Experience managing cybersecurity, information, and data security risks			Protecting our data and assets requires constant vigilance and awareness of cybersecurity threats. Having directors with a background in cyber oversight allows our Board to assist management in identifying and mitigating these threats.
			Governance/Public Company Board Service Experience on a public company’s board of directors overseeing corporate governance programs and policies			Our Board emphasizes good board and governance practices and provides valuable oversight in our evolving regulatory environment.
			Finance Experience overseeing financial reporting			We are a large-scale technology company in a capital-intensive industry, which requires complex financial management. Our Board is an integral part of this function.


BOARD RECOMMENDATION


VOTE REQUIRED FOR APPROVAL


BOARD OF DIRECTORS
NOMINEES FOR ELECTION


RETIRING DIRECTORS


			Auditing/Accounting Experience overseeing auditing and accounting			Experience with accounting or auditing allows our Board to provide key oversight of our financial reporting processes and internal controls.
			Strategy/Innovation Experience setting and executing corporate strategies geared towards long-term success			Innovation is at the heart of Micron and our Board’s experience with emerging technologies and strategic planning gives us valuable perspective as we assess and execute on our strategic objectives.
			Risk Management Experience assessing and responding to enterprise risks			Risk management oversight experience promotes our ability to detect, evaluate, and respond to enterprise risks.
			Human Capital Management Experience in human capital management in large global organizations			Our people are integral to our success, and we care about their successes as well. Our Board’s experiences with management, talent retention and development, and corporate culture provides key insights for our continued investment in our people globally.
			Technology/Semiconductor Experience in the semiconductor industry or other relevant technology industries			We benefit from our Board’s experience and knowledge of the business, technology, products, operations and challenges that impact semiconductor companies or other companies in the technology sector.
			Public Policy/Political Affairs Experience obtained through substantive engagements with policymakers or government agencies			Experience working with policymakers or government agencies provides the necessary insight into the political and regulatory matters that impact our Company and its stakeholders. Our Board helps to guide our engagement with regulators and policymakers.


Director Category						Director Time Service Limits
Non-Employee Directors						No More than 4 Other Public Company Boards
Employee Directors						No More than 2 Other Public Company Boards


Our Environmental Goals and Aspirations
	Goals	Aspirations
Emissions:	42% absolute reduction in scope 1 emissions by calendar year 2030 from the calendar year 2020 baseline	Net zero scope 1 and 2 emissions by calendar year 2050
Energy:	100% renewable electricity in U.S. operations by the end of calendar year 2025 100% renewable electricity in Malaysia and China (ongoing)	100% carbon-free electricity globally, where available
Water:	75% water conservation through reuse, recycling, and restoration in calendar year 2030	100% water conservation through reuse, recycling, and restoration
Waste:	95% reuse, recycle, and recovery and zero hazardous waste to landfill in calendar year 2030*	Zero waste to landfill through waste minimization, reuse, recycling, and recovery


Topic			What We Heard and Our Perspective
Compensation
Executive Compensation Program and Disclosures			•Shareholders appreciated the program enhancements and increased proxy statement disclosure in recent years. •In response to shareholder questions, we discussed, and investors generally understood, that we are limited in our ability to disclose more details about our strategic goals because disclosure of these details could cause irreparable harm to us due to our unique competitive environment. •Shareholders asked for details about, and we discussed, how sustainability is integrated into our executive compensation program and details about our targets.
Corporate Governance
Board Experience, Composition, and Refreshment			•We engaged with shareholders to familiarize them with the backgrounds and skills that Mr. Liu and Ms. Simons, two directors we added in March 2025, bring to the Board. •We engaged with shareholders regarding our board leadership structure, including the rationale for the combined Chief Executive Officer/Chairman with a Lead Independent Director structure we implemented in January 2025, and why it is the best structure for the Board at this time. •We engaged with shareholders on our Board’s composition, including tenure, skills and experience, as well as our evaluation process.
Board Oversight of Risk			•We engaged in discussions regarding our Board’s approach to oversight of risk, including geopolitical, cybersecurity and AI risks, and our enterprise risk management program.
Human Capital and Culture
Succession Planning, Employee Retention, and Competition for Talent			•We engaged with our shareholders regarding succession planning, employee retention, including the impact of AI on our workforce, and where we may face competition for talent. •We provided our perspective on how we equip our team members with the latest AI tools and training to unlock human potential and labor productivity.
Sustainability
Goals and Investments			•We engaged in discussions regarding our commitments on water, energy, waste and greenhouse gas emissions and maintaining our goals as we grow our manufacturing operations and business. Shareholders provided favorable feedback on our sustainability disclosures, and progress on our goals. •We discussed our commitment to invest $1 billion by 2028 to advance our environmental goals, and the focus of our spend on opportunities relevant to Micron’s business.
Energy Efficiency			•We discussed our global renewable energy strategy, including how we are managing the energy demand of AI, and our efforts to build energy efficiency into our products. Shareholders appreciated our energy strategy and energy efficient products.
Supply Chain			•We discussed our active engagement with all stakeholders to continue to advance a resilient and sustainable semiconductor supply chain.




Audit Committee Chair	$	37,500
Compensation Committee Chair	30,000
Finance Committee Chair	20,000
Governance and Sustainability Committee Chair	20,000
Security Committee Chair	20,000
Lead Independent Director(1)	55,000
Chair of the Board(2)	150,000


Name	Fees Earned or Paid in Cash(1)		Stock Awards(2)		Total

Richard M. Beyer	$	155,000	$	249,979	$	404,979
Lynn A. Dugle	159,588		249,979		409,567
Steven J. Gomo	145,000		249,979		394,979
Linnie M. Haynesworth	145,000		249,979		394,979
T. Mark Liu(3)	61,330		121,570		182,900
Mary Pat McCarthy	161,667		249,979		411,646
A. Christine Simons(3)	61,330		121,570		182,900
Robert H. Swan	125,000		249,979		374,979
Robert Switz	114,583		249,979		364,562
MaryAnn Wright	145,000		249,979		394,979


PROPOSAL 2 – ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)


Feature			Micron Design
LTI Pay Mix for Chief Executive Officer			65/35 (PRSU/RSA) Mix
PRSU Payout Cap			Maximum combined payout capped at 200% of target across PRSUs
PRSU rTSR Goal Target			55th percentile to achieve target payout
rTSR Payout Cap			At target if absolute TSR is negative
Performance Period			3-year performance period with cliff vesting
rTSR Comparator Group			SOX Index


COMPENSATION-SETTING PROCESS AND THE DETERMINATION OF COMPENSATION LEVELS


Executive Officer	Fiscal 2024 Base Salary		Fiscal 2025 Base Salary		Base Salary % Change From Fiscal 2024

Sanjay Mehrotra	$	1,418,000	$	1,450,000	2.3	%
Mark Murphy	775,000		821,500		6.0	%
Manish Bhatia	800,000		848,000		6.0	%
Scott DeBoer	700,000		756,000		8.0	%
Sumit Sadana	825,000		866,250		5.0	%


Named Executive Officer	Fiscal 2024 Target Award (% of Base Salary)		Fiscal 2025 Target Award (% of Base Salary)		% Change in Target from Fiscal 2024		Fiscal 2025 Target Award ($)		Fiscal 2025 Bonus Paid ($)

Sanjay Mehrotra	215	%	220	%	2.3	%	$	3,190,000	$	3,894,990
Mark Murphy	125	%	130	%	4.0	%	1,067,950		1,185,425
Manish Bhatia	125	%	135	%	8.0	%	1,144,800		1,397,801
Scott DeBoer	120	%	130	%	8.3	%	982,800		1,199,999
Sumit Sadana	125	%	135	%	8.0	%	1,169,438		1,427,883


Profitability Goals
	0.5x	0.9x	Target 1.00x	1.50x	Maximum 2.00x	2025 Actual Performance
Adjusted Non-GAAP Net Income (in billions)(1)	$5.90	$10.30	$11.70	$14.30	$16.80	$9.00
	Or	Or	Or	Or	Or
Non-GAAP Operating Margin(2)	18%	28%	30%	32%	34%	29%


Named Executive Officer	Fiscal 2025 PRSU Awards		Fiscal 2025 RSA Award		Total Fiscal 2025 LTI(1)

Sanjay Mehrotra	$	16,484,000	$	8,876,000	$	25,360,000
Mark Murphy	4,500,000		4,500,000		9,000,000
Manish Bhatia	4,750,000		4,750,000		9,500,000
Scott DeBoer	4,125,000		4,125,000		8,250,000
Sumit Sadana	4,750,000		4,750,000		9,500,000


Metric Category	Name	Performance Metric	Percentage of 2025 PRSU Award Value(1)

Operational	2025 HBM3E+ PRSU Award	HBM3E+ market share or bit shipments	25%
Operational	2025 Data Center SSD PRSU Award	Data center SSD market share or bit shipments	25%
Financial	2025 rTSR PRSU Award	Company TSR compound annual growth rate relative to the 55th percentile (target) TSR compound annual growth rate within the SOX Index.	50%


rTSR CAGR Achieved on a Measurement Date	Payout Factor for the rTSR CAGR

Less than -50 percentage points (“ppts”)	0	%
-50 ppts (“rTSR Threshold”)	50	%
0 ppts (“rTSR Target”)	100	%
+50 ppts or greater (“rTSR Maximum”)	150	%


	Fiscal 2024 HBM3E+Shares			Fiscal 2024 High-Growth Segment Revenue Shares			Fiscal 2024 rTSR Shares
Executive	Earned for FY25	Vested	Banked	Earned for FY25	Vested	Banked	Earned for FY25	Vested	Banked

Sanjay Mehrotra	128,924	64,462	64,462	128,924	64,462	64,462	110,049	55,024	55,025
Mark Murphy	35,493	17,746	17,747	35,493	17,746	17,747	30,296	15,148	15,148
Manish Bhatia	37,581	18,790	18,791	37,581	18,790	18,791	32,079	16,039	16,040
Scott DeBoer	30,274	15,137	15,137	30,274	15,137	15,137	25,841	12,920	12,921
Sumit Sadana	37,581	18,790	18,791	37,581	18,790	18,791	32,079	16,039	16,040


	Fiscal 2023 DRAM Shares		Fiscal 2023 NAND Shares		Fiscal 2023 rTSR Shares
Executive	Incremental Shares Earned & Vested for FY25	Total Shares Earned & Vested(1)	Incremental Shares Earned & Vested for FY25	Total Shares Earned & Vested(1)	Incremental Shares Earned & Vested for FY25	Total Shares Earned & Vested(1)

Sanjay Mehrotra	99,052	131,132	18,572	131,132	17,753	113,619
Mark Murphy	32,322	42,790	6,060	42,790	5,793	37,075
Manish Bhatia	34,408	45,552	6,452	45,552	6,167	39,468
Scott DeBoer	27,109	35,889	5,083	35,889	4,858	31,096
Sumit Sadana	35,450	46,931	6,647	46,931	6,353	40,664


			The Compensation Committee Richard M. Beyer (Chair) Lynn A. Dugle MaryAnn Wright


Name and Principal Position	Year	Salary(1)		Bonus		Stock Awards(2)		Non-Equity Incentive Plan Compensation(3)		All Other Compensation(4)		Total

Sanjay Mehrotra	2025	$	1,446,185	$	—	$	25,360,029	$	3,894,990	$	238,942	$	30,940,146
Chairman, President and Chief	2024	1,416,909		—		23,749,623		4,847,433		46,161		30,060,126
Executive Officer	2023	1,255,476		—		23,750,005		—		271,472		25,276,953
Mark Murphy	2025	815,956		—		9,000,040		1,185,425		115,284		11,116,705
Executive Vice President and	2024	765,654		—		8,499,848		1,540,313		26,188		10,832,003
Chief Financial Officer	2023	639,827		—		7,749,991		—		14,284		8,404,102
Manish Bhatia	2025	842,277		—		9,499,906		1,397,801		21,932		11,761,916
Executive Vice President,	2024	791,203		—		8,999,852		1,590,000		17,250		11,398,305
Global Operations	2023	667,020		—		8,250,009		—		17,118		8,934,147
Scott DeBoer	2025	749,323		—		8,249,981		1,199,999		25,312		10,224,615
Executive Vice President,	2024	690,668		—		7,249,849		1,335,600		18,450		9,294,567
Chief Technology and Products Officer	2023	571,046		—		6,500,022		—		18,352		7,089,420
Sumit Sadana	2025	861,332		—		9,499,906		1,427,883		25,101		11,814,222
Executive Vice President	2024	819,452		—		8,999,852		1,803,656		17,250		11,640,210
and Chief Business Officer	2023	715,007		—		8,500,024		—		16,500		9,231,531


	Fair Value ($)		Historical Volatility		Compounded Risk-free Rate		Dividend Yield		Remaining Performance Period on the Grant Date (years)
10/13/24 rTSR PRSU	$	123.89	44.55	%	3.79	%	—	%	2.89
10/13/23 rTSR PRSU	77.85		41.86	%	4.74	%	—	%	2.90
10/13/22 rTSR PRSU	66.89		49.08	%	4.22	%	—	%	2.88