Form 4: Microsoft Director Emma Walmsley Discloses Future RSU Grant and Updates Power of Attorney for SEC Filings

Microsoft Director Emma N. Walmsley has disclosed the future acquisition of restricted stock units and updated her power of attorney for SEC filings.

Summary

• Emma N. Walmsley, a Director of Microsoft Corporation, reported a future transaction involving Restricted Stock Units (RSUs).
• On June 10, 2025, Ms. Walmsley is set to acquire 132.719 Restricted Stock Units at a price of $0 per unit.
• These RSUs are fully vested, but the delivery of the underlying common shares will occur on the 5th anniversary after her separation from service to the Board of Directors.
• Following this reported transaction, Ms. Walmsley will beneficially own 9,913.797 shares of Common Stock directly and 702.633 Restricted Stock Units directly.
• Additionally, a Power of Attorney document dated September 16, 2024, was filed, revoking a prior one and authorizing Julia Stark, Benjamin O. Orndorff, Michael Pressman, Keith R. Dolliver, and Christyne Mayberry to execute and file Form 4 and Form 5 on Ms. Walmsley's behalf for Microsoft securities transactions.

Sentiment

Score: 6

Explanation: The document reports a routine insider equity grant and an administrative update to a Power of Attorney. While not directly impacting company performance, the grant of RSUs to a director is a positive for the individual and aligns their interests with long-term shareholder value. There are no negative disclosures.

Positives

• Grant of 132.719 Restricted Stock Units to Director Emma N. Walmsley, representing future equity compensation.
• The RSUs are fully vested, indicating a secured future entitlement to shares upon the specified delivery condition.
• The updated Power of Attorney streamlines compliance for future SEC filings by the director.

Future Outlook

The document indicates a future transaction date of June 10, 2025, for the acquisition of RSUs, and specifies that the delivery of shares will occur on the 5th anniversary after the reporting person's separation from service to the Board of Directors. This outlines a future compensation event and its long-term vesting/delivery schedule.

Industry Context

This is a routine insider transaction disclosure for a director of a major technology company like Microsoft. Such equity grants are standard practice for executive and board compensation in the tech industry, aligning director interests with shareholder value over the long term.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as part of director compensation is a common practice across large, publicly traded companies, particularly in the technology sector.
• Companies like Apple (AAPL), Alphabet (GOOGL), and Amazon (AMZN) frequently use RSUs to compensate their directors and executives, often with vesting schedules tied to continued service or performance.
• The specific number of units granted would typically be benchmarked against peer companies' director compensation packages, considering Microsoft's market capitalization and the director's specific role and responsibilities. Without specific peer compensation data, a direct quantitative comparison is not possible from this document alone.

Management Changes

Corporate Governance

Related Party Transactions

• Acquisition of 132.719 Restricted Stock Units by Director Emma N. Walmsley at a price of $0, representing equity compensation.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's long-term interests with shareholder value, as the value of the compensation is tied to the company's stock performance.
• Management: The updated Power of Attorney streamlines administrative processes for the director and the legal team responsible for SEC filings.

Next Steps

• Delivery of common shares to Emma N. Walmsley on the 5th anniversary after her separation from service to the Board of Directors.
• Future Form 4 and Form 5 filings related to Microsoft securities transactions will be executed and filed by the authorized Attorneys-in-Fact.

Key Dates

Recommendation

Keywords

Microsoft, MSFT, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Director Compensation, Equity Compensation, Beneficial Ownership, Corporate Governance, Power of Attorney