Form 4: Micron Director Robert Swan Receives RSU Grant
Statement of Changes in Beneficial Ownership
Micron Technology Director Robert Swan reported the acquisition of 107 Restricted Stock Units, granted in lieu of a cash retainer, with share delivery deferred until separation from service.
Summary
- Robert Holmes Swan, a Director at Micron Technology Inc. (MU), reported changes in his beneficial ownership.
- He acquired 107 Restricted Stock Units (RSUs) on December 31, 2025.
- These RSUs were granted in lieu of a cash retainer and vested 100% on the grant date.
- Delivery of the underlying 107 common shares is deferred and will occur within 15 days after his separation from service, as per a deferral election.
- Following this transaction, Mr. Swan beneficially owns 4,444 shares of Common Stock directly and 107 Restricted Stock Units directly.
Sentiment
Score: 6
Explanation: The filing reports a standard equity compensation grant to a director, indicating ongoing alignment of interests between the director and shareholders. It is a routine disclosure and does not contain information that would significantly alter the company's financial outlook or operational performance.
Positives
- Director Robert Swan received 107 Restricted Stock Units, indicating continued compensation and alignment with shareholder interests.
- The RSUs vested 100% on the grant date, providing immediate ownership rights, albeit with deferred share delivery.
Future Outlook
The delivery of shares for the 107 Restricted Stock Units is deferred and will occur within 15 days after Robert Swan's separation from service, indicating a future event tied to his tenure.
Management Comments
- Director Restricted Stock Units are granted in lieu of cash retainer and vest 100% on grant date of award.
- Pursuant to a deferral election by the Reporting Person, delivery of shares will occur within 15 days after separation from service.
Industry Context
This filing reports a routine equity compensation grant to a director, a common practice across publicly traded companies to align executive and director interests with long-term shareholder value. It does not provide broader industry trends or competitive insights.
Comparison to Industry Standards
- Granting Restricted Stock Units (RSUs) to directors in lieu of cash retainers is a standard practice in corporate governance, aligning director incentives with company performance, similar to practices at peer technology companies like Intel (INTC) or NVIDIA (NVDA).
- The immediate 100% vesting on the grant date for director RSUs is also a common structure, often seen in compensation plans for non-employee directors.
- Deferral elections for share delivery until separation from service are a common tax and estate planning strategy for executives and directors, observed in many large corporations.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Policy | The grant of Restricted Stock Units to a director in lieu of a cash retainer is a component of the company's director compensation policy, reflecting standard corporate governance practices for aligning director incentives with shareholder interests. | 12/31/2025 | Reinforces alignment of director interests with long-term shareholder value. |
Related Party Transactions
- The grant of Restricted Stock Units to a director is a transaction between the company and a related party (a director), which is a standard part of director compensation.
Stakeholder Impact
- Shareholders: Minimal direct impact. Represents a routine compensation expense and aligns director interests with long-term share performance.
Next Steps
- Delivery of 107 common shares to Robert Swan within 15 days after his separation from service.
Key Dates
| Date | Description |
|---|---|
| 12/31/2025 | Date of acquisition of 107 Restricted Stock Units (RSUs) and the grant date for the award, which vested 100% on this date. |
| 01/05/2026 | Date the Form 4 was signed by the attorney-in-fact for Robert Swan. |
| within 15 days after separation from service | Expected delivery period for the shares underlying the 107 Restricted Stock Units, pursuant to a deferral election. |
Keywords
Micron Technology, MU, Robert Swan, Director, Form 4, SEC filing, Restricted Stock Units, RSU, beneficial ownership, equity compensation
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