Micron Technology Inc DEF 14A, filed Nov 26, 2024

Micron Technology Inc (MU)

DEF 14A 2024-11-26 For: 2025-01-16

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Added on June 12, 2026

About this DEF 14A

Micron Technology Inc filed this DEF 14A on November 26, 2024.

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Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
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☐						Preliminary Proxy Statement
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☒						Definitive Proxy Statement
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☐						Soliciting Material under §240.14a-12


Micron Technology, Inc.
(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):
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☐			Fee paid previously with preliminary materials.
☐			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 (the “Board”) 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 the 2025 Equity Incentive Plan;
4			To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending August 28, 2025 (“Fiscal 2025”); and
5			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	A rtificial Intelligence	20
Proxy Roadmap	2	Auditor Fees	95
Corporate Governance	6	Beneficial Ownership Table	98
P roposal 1 - Election of Directors	6	Board Diversity Matrix	15
Board of Directors	7	Board Leadership Structure	23
Nominees for Election	7	Board Refreshment & Continuing Education	16
D irector Skills and Experience	12	CEO Pay Ratio	73
B oard Diversity	15	Code of Business Conduct and Ethics	28
D irector Nominations and Boa rd Refreshment	16	Components of our Executive Compensation Program	46
Board ’s Roles and Responsibi lities	18	Compensation Consultant	43
S hareholder Outreach	28	Cybersecurity Oversight	19
Certain Relationships and Related P erson Transactions	31	Director Independence	22
D irector Comp ensation	32	Director Skills and Experience Matrix	12
E xecutive Compen sation and Related Information	35	Director Stock Ownership Guidelines	34
P roposal 2 - Say-on-Pay	35	Director Tenure	14
C ompensation Discussion and Analysis	36	Director Time Commitment Policy	16
Compensation Committee Report	64	Diversity, Equity and Inclusion	20
Compensation Tables	65	Enterprise Risk Management Oversight	18
Summary Compensation Table	65	Executive Compensation Highlights	38
Grants of Plan-Based Awards	67	Executive Compensation Practices	37
Outstanding Equity Awards	69	Financial and Business Highlights	37
Option Exercises and Stock Vested	72	Fiscal 2024 Director Compensation	33
Nonqualified Deferred Compensation	73	Human Capital and Culture	20
Chief Executive Officer Pay Ratio	73	Named Executive Officers	36
Potential Payments Upon Termination or Change in Control	74	Nominees for Director & Director Biographies	7
Equity Compensation Plan Information	77	Executive Officer Stock Ownership Guidelines	59
Pay Versus Performance	78	Pay-for-Performance	41
Proposal 3 - Approval of the 2025 Equity Incentive Plan	83	Peer Group	44
Proposal 4 - Ratification of Appointment of PricewaterhouseCoopers LLP	95	Potential Payments Upon Termination or a Change in Control	74
Principal Shareholders	98	Report of the Audit Committee	96
Information Concerning Solicitation and Voting	99	Severance and Change in Control Arrangements	60
Incorporation by Reference of Certain Financial Information	103	Summary of the 2025 Equity Incentive Plan	86
Householding of Proxy Statements and Annual Reports	103	Sustainability	21
Cautionary Note on Forward-Looking Statements	104
Deadline for Receipt of Shareholder Proposals	104
Appendix A - 2025 Equity Incentive Plan	105
Appendix B - NASDAQ Diversity Matrix	129


Richard M. Beyer Independent Age \| 76 Director Since \| 2013 Committees Compensation (Chair), Governance and Sustainability, 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 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. We believe these experiences, qualifications, attributes, and skills qualify Mr. Beyer to serve as a member of our Board.


						By Order of the Board of Directors
Boise, Idaho November 26, 2024						Michael Ray Senior Vice President, Chief Legal Officer and Corporate Secretary


CORPORATE GOVERNANCE

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


Lynn A. Dugle Independent Age \| 65 Director Since \| 2020 Committees Governance and Sustainability, Security	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.


Steven J. Gomo Independent Age \| 72 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 \| 67 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 became a Member of the Defense Business Board of the United States Department of Defense in November 2021. We believe these experiences, qualifications, attributes, and skills qualify Ms. Haynesworth to serve as a member of our Board.


Mary Pat McCarthy Independent Age \| 69 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. We believe these experiences, qualifications, attributes, and skills qualify Ms. McCarthy to serve as a member of our Board.


Sanjay Mehrotra Chief Executive Officer Age \| 66 Director Since \| 2017 Committees Finance	Professional Experience
	•	Mr. Mehrotra has served as Micron’s President, Chief Executive Officer, and Director since May 2017.
	•	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 more than 40 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.


Robert Swan Independent Age \| 64 Director Since \| 2024 Committees Audit, Finance	Professional Experience
	•	Operating Partner at Andreessen Horowitz since July 2021. Prior to that, Mr. Swan served at Intel Corporation as CEO from February 2019 to February 2021, as Interim CEO and Executive Vice President, CFO from June 2018 to January 2019 and as Executive Vice President, CFO from October 2016 to June 2018. Prior to joining Intel, Mr. Swan held several senior management roles at other companies, including CFO at eBay Inc., Electronic Data Systems Corp., TRW Inc., and Webvan Group, Inc., where he additionally served as COO and CEO.
	•	Within the past five years, Mr. Swan served on the Board of Directors of eBay and Intel and served on the Board of Commissioners of GoTo Group.
	Other Current Public Company Directorships
	•	Nike, Inc.
	Board Skills, Qualifications, and Expertise
	Mr. Swan’s experience as a former CEO and CFO of public technology companies in the semiconductor memory industry, including Intel, provides our Board expertise in our industry and technology as well as finance, business development, manufacturing, operations, corporate governance and information security expertise. We believe these experiences, qualifications, attributes, and skills qualify Mr. Swan to serve as a member of our Board.


MaryAnn Wright Independent Age \| 62 Director Since \| 2019 Committees Compensation, Governance and Sustainability (Chair)	Professional Experience
	•	Group Vice President of Engineering and Product Development of Johnson Controls International from 2013 to 2017. Ms. Wright also served as Vice President and General Manager for Johnson Controls’ Hybrid Systems business and as CEO of Johnson Controls-Saft from 2007 to 2009.
	•	Prior to joining Johnson Controls, Ms. Wright served in the Office of the Chair and was EVP Engineering, Sales and Program Management at Collins & Aikman Corporation from 2006 to 2007.
	•	Prior to that, Ms. Wright held several executive positions at Ford Motor Company, including Chief Engineer, from 2003 to 2005, and Director of Sustainable Mobility Technologies and Hybrid and Fuel Cell Vehicle Programs from 2004 to 2005.
	•	Within the past five years, Ms. Wright served on the Board of Directors of Maxim Integrated Products, Inc. and Delphi Technologies.
	Other Current Public Company Directorships
	•	Group 1 Automotive, Inc.
	•	Brunswick Corporation
	•	Solid Power, Inc.
	Board Skills, Qualifications, and Expertise
	Ms. Wright’s extensive experience in, and knowledge of, the automotive industry (OEM and Tier 1 supplier), public board experience and her expertise in vehicle, advance powertrain, and energy storage system technologies, provide our Board expertise in the technology industry as well as business operations, finance, corporate development, corporate governance, and management, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Ms. Wright to serve as a member of our Board.


			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 48,000 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 DIRECTOR


			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, including environmental 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:	75% reduction in greenhouse gas emissions per unit of production in calendar year 2030 vs. calendar year 2018 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 (ongoing)	100% renewable energy 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


What We Heard			Our Perspective/How We Responded
Allowing shares to be partially vested in year two of your long-term incentive program makes the term shorter than three years, which can make management less aligned with long-term shareholder value			We lengthened the vesting schedule of our LTI awards beginning with our Fiscal 2025 PRSU grants, such that any shares earned based on attainment of performance goals under those PRSUs prior to the conclusion of the three-year performance period will be banked and will cliff vest at the conclusion of the three-year period.
Add disclosure about the profitability goals in your STI program			In response to requests for additional transparency around our profitability goals, and as indicated in our Fiscal 2023 proxy statement, we enhanced our disclosure regarding Fiscal 2024 STI profitability goals, including the threshold - maximum pay opportunities, and our actual performance against the profitability goals. See “Executive Compensation and Related Information—Components of our Executive Compensation—Short-Term Incentives—Company Profitability and Strategic Performance Goals” in this Proxy Statement for discussion of the 2024 STI profitability goals.
Add disclosure about the strategic goals in your STI program			As requested from shareholders and indicated in our Fiscal 2023 proxy statement, we added detail regarding our actual performance around our strategic goals. See “Executive Compensation and Related Information—Components of our Executive Compensation—Short-Term Incentives—Company Profitability and Strategic Performance Goals” in this Proxy Statement for discussion of the 2024 STI strategic goals.


	2025		2024

Audit Committee Chair (1)	$	37,500	$	35,000
Compensation Committee Chair	30,000		30,000
Finance Committee Chair	20,000		20,000
Governance and Sustainability Committee Chair	20,000		20,000
Security Committee Chair	20,000		20,000
Chair of the Board (2)	150,000		150,000


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

Richard M. Beyer	$	155,000	$	250,054	$	405,054
Lynn A. Dugle	128,333		250,054		378,387
Steven J. Gomo	145,000		250,054		395,054
Linnie M. Haynesworth	141,667		250,054		391,721
Mary Pat McCarthy	160,000		250,054		410,054
Robert Swan	59,194		118,218		177,412
Robert E. Switz	275,000		250,054		525,054
MaryAnn Wright	145,000		250,054		395,054


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


COMPENSATION-SETTING PROCESS AND THE DETERMINATION OF COMPENSATION LEVELS


Executive Officer	Fiscal 2023 Base Salary (Pre-Reduction)		Fiscal 2024 Base Salary		Base Salary % Change From Fiscal 2023

Sanjay Mehrotra	$	1,418,000	$	1,418,000	—	%
Mark Murphy	700,000		775,000		10.7	%
Manish Bhatia	729,750		800,000		9.6	%
Scott DeBoer	624,750		700,000		12.0	%
Sumit Sadana	782,250		825,000		5.5	%


Named Executive Officer	Fiscal 2023 Target Award (% of Base Salary)		Fiscal 2024 Target Award (% of Base Salary)		% Change in Target from Fiscal 2023		Fiscal 2024 Target Award ($)		Fiscal 2024 Bonus Paid ($)(1)

Sanjay Mehrotra	215	%	215	%	—	%	$	3,048,700	$	4,847,433
Mark Murphy	110	%	125	%	13.6	%	968,750		1,540,313
Manish Bhatia	110	%	125	%	13.6	%	1,000,000		1,590,000
Scott DeBoer	100	%	120	%	20.0	%	840,000		1,335,600
Sumit Sadana	120	%	125	%	4.2	%	1,031,250		1,803,656


Profitability Goals
	0.5x	0.9x	Target 1.00x	1.50x	Maximum 2.00x	2024 Actual Performance
Adjusted Non-GAAP Net Income (in billions)(1)	$(2.80)	$0.00	$0.10	$0.60	$2.00	$1.19
	Or	Or	Or	Or	Or
Non-GAAP Operating Margin(2)	18%	28%	30%	32%	34%	8%


Named Executive Officer	Fiscal 2024 PRSU Awards		Fiscal 2024 RSA Award		Total Fiscal 2024 LTI1)

Sanjay Mehrotra	$	15,437,500	$	8,312,500	$	23,750,000
Mark Murphy	4,250,000		4,250,000		8,500,000
Manish Bhatia	4,500,000		4,500,000		9,000,000
Scott DeBoer	3,625,000		3,625,000		7,250,000
Sumit Sadana	4,500,000		4,500,000		9,000,000


Metric Category	Name	Performance Metric	Percentage of 2024 PRSU Award Value(1)

Operational	2024 HBM3E+ PRSU Award	HBM3E+ market share or bit shipments	25%
Operational	2024 High-Growth Segment Revenue PRSU Award	Revenue dollars or percentage mix from high-growth, more stable and less seasonal segments	25%
Financial	2024 rTSR PRSU Award	Company TSR compound annual growth rate relative to the 55th percentile 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 2023 NAND Shares			Fiscal 2023 DRAM Shares			Fiscal 2023 rTSR Shares
Executive	Earned for FY24	Vested	Banked	Earned for FY24	Vested	Banked	Earned for FY24	Vested	Banked

Sanjay Mehrotra	112,560	56,280	56,280	32,080	16,040	16,040	95,866	47,933	47,933
Mark Murphy	36,730	18,365	18,365	10,468	5,234	5,234	31,282	15,641	15,641
Manish Bhatia	39,100	19,550	19,550	11,144	5,572	5,572	33,301	16,650	16,651
Scott DeBoer	30,806	15,403	15,403	8,780	4,390	4,390	26,238	13,119	13,119
Sumit Sadana	40,284	20,142	20,142	11,481	5,740	5,741	34,311	17,155	17,156


	Fiscal 2022 High-Value NAND Shares		Fiscal 2022 Market Segment NAND Shares		Fiscal 2022 rTSR Shares
Executive	Incremental Shares Earned & Vested for FY24	Total Shares Earned & Vested(1)	Incremental Shares Earned & Vested for FY24	Total Shares Earned & Vested(1)	Incremental Shares Earned & Vested for FY24	Total Shares Earned & Vested(1)

Sanjay Mehrotra	102,583	109,848	102,583	109,848	11,092	45,477
Mark Murphy	52,460	56,175	52,460	56,175	5,607	22,990
Manish Bhatia	34,922	37,395	34,922	37,395	3,776	15,482
Scott DeBoer	27,282	29,214	27,282	29,214	2,950	12,095
Sumit Sadana	36,013	38,563	36,013	38,563	3,894	15,966


			The Compensation Committee Richard M. Beyer (Chair) Robert E. Switz MaryAnn Wright


Name and Principal Position	Year	Salary(1)		Bonus (2)		Stock Awards(3)(4)		Non-Equity Incentive Plan Compensation(5)		All Other Compensation(6)		Total

Sanjay Mehrotra	2024	$	1,416,909	$	—	$	23,749,623	$	4,847,433	$	46,161	$	30,060,126
President and Chief	2023	1,255,476		—		23,750,005		—		271,472		25,276,953
Executive Officer	2022	1,409,893		—		23,499,965		3,435,275		495,676		28,840,809
Mark Murphy	2024	765,654		—		8,499,848		1,540,313		26,188		10,832,003
Executive Vice President and	2023	639,827		—		7,749,991		—		14,284		8,404,102
Chief Financial Officer	2022	266,538		250,000		12,631,963		326,555		99,986		13,575,042
Manish Bhatia	2024	791,203		—		8,999,852		1,590,000		17,250		11,398,305
Executive Vice President,	2023	667,020		—		8,250,009		—		17,118		8,934,147
Global Operations	2022	725,607		—		7,999,991		904,511		8,887,720		18,517,829
Scott DeBoer	2024	690,668		—		7,249,849		1,335,600		18,450		9,294,567
Executive Vice President,	2023	571,046		—		6,500,022		—		18,352		7,089,420
Chief Technology and Products Officer	2022	621,203		—		6,249,944		703,968		17,450		7,592,565
Sumit Sadana	2024	819,452		—		8,999,852		1,803,656		17,250		11,640,210
Executive Vice President	2023	715,007		—		8,500,024		—		16,500		9,231,531
and Chief Business Officer	2022	777,809		—		8,250,001		1,057,727		15,893		10,101,430


	Fair Value ($)		Historical Volatility		Compounded Risk-free Rate		Dividend Yield		Remaining Performance Period on the Grant Date (years)
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
04/18/22 rTSR PRSU	84.48		49.77	%	2.52	%	—	%	2.37
10/13/21 rTSR PRSU	79.45		48.88	%	0.56	%	—	%	2.88


Name	Grant Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units(3)	Grant Date Fair Value of Stock (or Units)(4)
		Threshold		Target		Max		Threshold	Target	Max

Sanjay Mehrotra		$	1,524,350	$	3,048,700	$	6,097,400
	10/13/23							49,572	209,807	419,614		$	15,437,097
	10/13/23										119,176	8,312,526
Mark Murphy		484,375		968,750		1,937,500
	10/13/23							13,647	57,760	115,520		4,249,841
	10/13/23										60,932	4,250,007
Manish Bhatia		500,000		1,000,000		2,000,000
	10/13/23							14,450	61,158	122,316		4,499,861
	10/13/23										64,516	4,499,991
Scott DeBoer		420,000		840,000		1,680,000
	10/13/23							11,640	49,266	98,532		3,624,872
	10/13/23										51,971	3,624,977
Sumit Sadana		515,625		1,031,250		2,062,500
	10/13/23							14,450	61,158	122,316		4,499,861
	10/13/23										64,516	4,499,991