Microsoft's 8th Largest Shareholder Dissents on CEO Nadella's Pay Hike, Cites Board's Responsibility

One of Microsoft's major investors, Norway's $2 trillion Sovereign Wealth Fund, has expressed its disapproval of CEO Satya Nadella's increased compensation and his position as chairman of the board. The fund, managed by Norges Bank Investment Management, voiced its concerns at Microsoft's annual shareholder meeting on December 5.

The fund, which holds a 1.35% stake in Microsoft valued at $50 billion as of June 30, making it the company's eighth-largest shareholder, voted against both Nadella's compensation package and his continued role as board chair. Their largest equity holding is in AI chip giant Nvidia.

The core of the fund's objection lies in what it perceives as a lack of transparency in executive pay and the combination of CEO and board chair roles. In its voting statement, the fund asserted that "the board is responsible for attracting the right CEO and setting appropriate remuneration," further stating that "a substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement.”

The fund further emphasized the need for transparency, stating, “The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have.