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12, 2023
83716.
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TABLE OF CONTENTS This proxy statement (the that will be posted on the virtual Annual Meeting login page. We will have technicians available to assist you. virtual meeting platform. 11, 2023. 4. of Common Stock represented thereby will be voted (i) FOR each of the nominees named herein as directors, or their respective substitutes as may be appointed by the Board, Corporation. Board of Directors Board of Directors and Mandiant, Inc. U.S. military. diversity, equality, and inclusion (“DEI”). address future events that create uncertainty and respond in an efficient and effective manner. It also the Company’s human capital programs and sustainability initiatives. relevant risks. supplemental compensation programs tailored to their specific operations and goals, and programs may differ by country due to variations in local laws and customs. ” CEO. management. chair@micron.com. 2023. The amounts earned by the non-employee directors in respect of their service during fiscal 2022 are set forth below under “Fiscal 2022 Director Compensation.” Audit Committee Chair Compensation Committee Chair Finance Committee Chair Governance and Sustainability Committee Chair Chairman of the Board of Directors Robert L. Bailey Richard M. Beyer Patrick J. Byrne Steven Gomo Mercedes Johnson Mary Pat McCarthy Lawrence N. Mondry Robert E. Switz MaryAnn Wright Robert L. Bailey Richard M. Beyer Patrick J. Byrne Steven J. Gomo Mary Pat McCarthy Robert E. Switz MaryAnn Wright 30. already been paid or contractually committed, there may not be an opportunity for us to revisit these decisions. However, the Board Named Executive Officers. ” maintain stable bit supply share as well as supply discipline. Group as identified in "Compensation-Setting Process and the Determination of Compensation Levels – “Market Data” Defined" below. 2022 (other than Mr. Murphy, who joined in April 2022): Board. interests. plans. shareholders. time. incentive compensation opportunities. consultant. talent. Compensation Compensia. ” Fiscal Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana Fiscal Manish Bhatia Scott J. DeBoer Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana The actual number of PRSUs that will be banked and become eligible to vest caps discussed below. Sanjay Mehrotra Manish Bhatia Sumit Sadana $1,418,000. 2022. Fiscal 2019 Time-based Restricted Stock Performance-based Restricted Stock Units(2) applicable vesting date. Mr. Zinsner resigned from the Company effective as of January 10, 2022 and did not receive any payments or other benefits under his NEO Severance Agreement. 58. Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana Sanjay Mehrotra President and Chief Executive Officer David A. Zinsner Senior Vice President and Chief Financial Officer Manish Bhatia Executive Vice President, Global Operations Scott J. DeBoer Executive Vice President, Technology Development Sumit Sadana Executive Vice President and Chief Business Officer Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana stock units, stock appreciation rights, deferred stock units, and dividend equivalent rights. We have issued options, restricted stock, Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana Sanjay Mehrotra their separation from service. Participants may elect to receive payment of their account balances in a single sum cash payment or in substantially equal annual cash installments over not less than two years and not more than ten years. Account balances will become payable immediately in a single sum cash payment upon a a manner consistent with Item 402(u) of Regulation S-K. as if a 2022. Mr. Zinsner resigned from Micron effective as of January 10, 2022 and did not receive any payments or other benefits under his severance agreement. Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana target level, subject to any applicable caps. Control. Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana Equity Compensation Plans Approved by Shareholders(2) Equity Compensation Plans Not Approved by Shareholders(4) Totals(6) Plans Approved by Shareholders 2004 Plan 2007 Plan ESPP Approved Plan Total Plans Not Approved by Shareholders NSOP Not Approved Plan Total Grand Total Audit fees(1) Audit-related fees(2) Tax fees(3) All other fees(4) 2022. 2023. The Vanguard Group, Inc.(4) BlackRock, Inc.(5) PRIMECAP Management Company(6) Robert L. Bailey Richard M. Beyer Manish Bhatia Patrick J. Byrne Scott J. DeBoer Steven J. Gomo Mary Pat McCarthy Sanjay Mehrotra(7) Sumit Sadana Robert E. Switz MaryAnn Wright David A. Zinsner All directors and executive officers as a group (16 persons) actual results. In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must set forth the information required by Rule 14a-19 under the Exchange Act of 1934 when providing notice to the Company no later than November 13, 2023.Proxy SectionPage Information Concerning Solicitation and Voting1Proposal 1 – Election of Directors4 Certain Relationships and Related Transactions15Compensation of Directors16 Executive Compensation Discussion and Analysis19Proposal 2 – Say on Pay19 Compensation Committee Report41Summary Compensation Table42 Grants of Plan-Based Awards44Outstanding Equity Awards46 Option Exercises and Stock Vested48Nonqualified Deferred Compensation48 Chief Executive Officer Pay Ratio49Potential Payments Upon Termination Or Change In Control49 Equity Compensation Plan Information53Delinquent Section 16(A) Reports54 Proposal 3 – Ratification of PWC55Principal Shareholders58 Notice of Electronic Availability of Proxy Materials59Incorporation by Reference of Certain Financial Information59 Householding of Proxy Statements and Annual Reports59Cautionary Note on Forward Looking Statements60 Deadline for Receipt of Shareholder Proposals60Proxy Section Page Frequently Requested Information Page Delinquent Section 16(a) Reports Proposal 3 - Approval of Amended and Restated 2007 Equity Incentive Plan Approval of 50 Million Additional Shares of Common Stock for Issuance under the 2007 Plan Important Provisions of the 2007 Plan Summary of the 2007 Plan as Proposed to be Amended and Restated Certain Federal Tax Effects New Plan Benefits Frequently Requested InformationPage Auditor Fees55Beneficial Ownership Table58 Board Leadership4CEO Pay Ratio49 Compensation Consultant21Director Independence4 Director Biographies4Director Skills4 Director Tenure4Financial Performance21 Pay-for-Performance21Peer Group21 Perks42Related Party Transactions15 Stock Ownership Guidelines1620192022 ANNUAL MEETING OF SHAREHOLDERS16, 2020
12, 2023 General"Proxy Statement"“Proxy Statement”) is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Micron Technology, Inc. (the "Board"“Board”), for use at the Fiscal 20192022 Annual Meeting of Shareholders to be held on January 16, 2020,12, 2023, at 9:00 a.m., Pacific Standard Time, or at any adjournment or postponement thereof (the "Annual Meeting"“Annual Meeting”). The purpose of the Annual Meeting is set forth herein and in the accompanying Notice of Fiscal 20192022 Annual Meeting of Shareholders. The Annual Meeting will be held via a live webcast, and there will not be a physical meeting location. You will be able to attend the annual meeting online and to vote your shares electronically on the virtual meeting platform by visiting www.virtualshareholdermeeting.com/MU2022 and entering the 16-digit control number included in our Notice, on your proxy card, or in the instructions that accompanied your proxy materials.our offices located at 130 Holger Way, San Jose, California 95134-1376. Our telephonewww.micron.com.is (208) 368-4000.6, 2019,2, 2022, to all shareholders entitled to vote at the meeting.www.proxypush.com/MU www.proxyvote.com orwww.proxyvote.com, depending on how you hold your shares,, using the instructions included in the notice regarding the Internet availability of proxy materials, the proxy card, or voting instruction card;atelectronically on the meeting.15, 2020.118, 201914, 2022 (the "Record Date"“Record Date”) are entitled to receive notice of and to vote at the meeting.in persononline or by delivering to us a written notice of revocation at Micron Technology, Inc., Attn.: Corporate Secretary, 8000 South Federal Way, Boise, Idaho 83716 or corporatesecretary@micron.com or another duly executed proxy bearing a date later than the earlier given proxy but prior to the date of the Annual Meeting. Solicitation"Common Stock"“Common Stock”). As of the Record Date, 1,108,201,6001,090,892,865 shares of Common Stock were issued and outstanding and entitled to vote.("Bylaws"(“Bylaws”), each shareholder will be entitled to one vote for each share of Common Stock held at the Record Date for all matters. The required quorum for the transaction of business at the Annual Meeting is a majority in voting power of shares of our Common Stock issued and outstanding on the Record Date and entitled to vote thereat, present in person or represented by proxy. Shares that are voted "FOR," "AGAINST"“FOR,” “AGAINST,” or "ABSTAIN"“ABSTAIN” are treated as being present at the Annual Meeting for the purposes of establishing a quorum. Broker non-votes will also be considered present and entitled to vote for purposes of determining the presence or absence of a quorum for the transaction of business, but such non-votes will not be included in the tabulation of the voting results with respect to voting results for the election of directors and other non-routine matters."street name"“street name” by the shareholder or "beneficial“beneficial owner."” A broker or nominee holding shares for a beneficial owner may not vote on matters relating to the election of directors or other non-routine matters unless the broker or nominee receives specific voting instructions from the beneficial owner of the shares. As a result, absent specific instructions, brokers or nominees may not vote a beneficial owner'sowner’s shares on Proposals 1, 2, and 23 and such shares will be considered "broker non-votes"“broker non-votes” for such proposals. Brokers or nominees may vote a beneficial owner'sowner’s shares on Proposal 3."FOR"“FOR” a particular director exceeds the number of votes "AGAINST"“AGAINST” that same director, with abstentions and broker-non votes not counted as a vote "FOR"“FOR” or "AGAINST"“AGAINST” that director'sdirector’s election. With respect to all other items of business, the "FOR"“FOR” vote of the holders of a majority of the holder of the voting power of the shares of Common Stock presentattending online in person or represented by proxy is required in order for such matter to be considered approved by the shareholders. For such non-routine matters, abstentions will have the same effect as voting against such items of business, but broker non-votes will not be counted in the tabulation of results. For routine matters, abstentions and broker non-votes will have the same effect as voting against such items of business, but broker non-votes will be counted in the tabulationbusiness.15, 202011, 2023 will be voted in accordance with the directions given by the shareholders.If no instructions are given with respect to a properly executed proxy timely received by us, the shares2 | 2019 Proxy Statementof Directors, (ii) FOR a non-binding resolution to approve the compensation of our Named Executive Officers as described in this Proxy Statement, (iii) FOR the approval of our Amended and Restated 2007 Equity Incentive Plan to increase the shares reserved for issuance thereunder by 50 million, (iv) FORratification of the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 3, 2020,August 31, 2023, and (iv)(v) in the discretion of the proxy holders for such other business which may properly come before the Annual Meeting.
3PROPOSAL 1 –- ELECTION OF DIRECTORS•All directors elected annually by a simple majority of votes cast•Independent Board Chairman•Six of seven director nominees are independentBOARD RECOMMENDATIONBOARD RECOMMENDATION of Directors is presenting seveneight nominees for election as directors at the Annual Meeting. Each of the nominees is currently a member of our Board and other than Ms. Wright (who joined our Board in July 2019), was elected to our Board at the 2018 annual meetingFiscal 2021 Annual Meeting of shareholders.Shareholders. Each director elected at the Annual Meeting will serve until our 2020 annual meetingFiscal 2023 Annual Meeting of shareholdersShareholders and until a successor is duly elected and qualified. Each of the nominees has consented to be named in this Proxy Statement and to serve as a director if elected. If any nominee is unable or unwilling for good cause to stand for election or serve as a director if elected, the persons named as proxies may vote for a substitute nominee designated by our existing Board, of Directors, or our Board may choose to reduce its size.VOTE REQUIRED FOR APPROVAL "FOR"“FOR” a director must exceed the number of votes cast "AGAINST"“AGAINST” that director). of Directors as a holdover director. However, under our Bylaws, any incumbent director who fails to be elected must offer to tender his or her resignation to our Board. The Governance and Sustainability Committee will then make a recommendation to our Board on whether to accept or reject the resignation or whether other action should be taken. Our Board will act on the Governance and Sustainability Committee'sCommittee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. Any director who tendersoffers to tender his or her resignation will not participate in the Board'sBoard’s or the Governance and Sustainability Committee'sCommittee’s decision.DIRECTOR RESIGNATIONSUMMARY OF SKILLS AND EXPERIENCE OF DIRECTOR NOMINEES Patrick J. Byrne has indicatedhe will resign from our Boardeach of Directors immediately priorthe director nominees brings to the upcoming Annual Meeting. As a result, Mr. Byrne willBoard. A particular director nominee may possess other skills, experience, qualifications or attributes even though they are not be standing for re-election to the Board, and we will reduce the size of the Board to seven members. Mr. Byrne is currently a member of the Audit and Compensation Committees. Existing directors may be appointed to fill the vacancies on these committees upon Mr. Byrne's resignation from the Board. We appreciate Mr. Byrne's contributions to Micron and wish him success in his future endeavors.indicated below.Skills and Experience Richard M. Beyer Lynn A. Dugle Steven J. Gomo Linnie M. Haynesworth Mary Pat McCarthy Sanjay Mehrotra Robert E. Switz MaryAnn Wright Independence • • • • • • • Multinational experience • • • • • • • • Executive leadership (public or private) • • • • • • • • Research and development • • • • • • Technology industry • • • • • • • • Corporate strategy • • • • • • • • Corporate development • • • • Corporate governance • • • • • Operations • • • • • • Marketing • Cybersecurity • • Other public board service • • • • • • • • Finance • • • • • • • Auditing / accounting • • 4 | 2019 Proxy Statement5Board of Directors Robert L.BaileyIndependentProfessional Experience§Interim Chief Executive Officer of Blue Willow Systems, Inc., a software as a service resident safety platform for senior living facilities, from August 2017 until August 2018.§Chairman of the Board of Directors of PMC-Sierra, Inc. from 2005 until May 2011, also served as a director of PMC from October 1996 to May 2011 and was PMC's Chairman from February 2000 until February 2003 and Chief Executive Officer from July 1997 until May 2008.§Within the past five years, Mr. Bailey also served on the Board of Directors of Entropic Communications.Other Current Public Company DirectorshipsNoneBoard Skills, Qualifications, and ExpertiseMr. Bailey's experience as chief executive officer and director of a leading public technology company 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. Bailey to serve as a member of our Board of Directors.Age62 | Director Since2007 | CommitteesAudit, Finance
Professional Experience§- Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. 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 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 and Microsemi Corporation and Analog Devices, Inc.Other Current Public Company Directorships §Chairman, Dialog Semiconductor- None Board Skills, Qualifications, and Expertise Mr. Beyer'sBeyer’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 of Directors.7174 | Director Since2013 | Committees Compensation (Chair), Governance and Sustainability, Security
Professional Experience - Chairman, Chief Executive Officer, and President of Engility Holdings Inc., an NYSE-listed engineering services firm, from 2016 to 2019. - Prior to Engility, Ms. Dugle was Vice President, President of Intelligence and Information Systems of Raytheon Company from 2009 to 2015. - Within the past five years, Ms. Dugle served on the Board of Directors of State Street Corporation. Other Current Public Company Directorships - First Light Acquisition Group, Inc. (advisor partner) - TE Connectivity Ltd. - KBR, Inc. 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. 201363 | Director Since2020 | Committees Compensation, Governance and SustainabilityAudit, Security (Chair)6 52022 Proxy StatementBoard of Directors 
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. §Within the past five years, Mr. Gomo served on the Board of Directors of SanDisk Corporation and NetSuite, Inc.Other Current Public Company Directorships §- Nutanix, Inc. §- Enphase Energy, Inc. Board Skills, Qualifications, and Expertise Mr. Gomo'sGomo’s experience as the CFOchief 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 of Directors.6770 | Director Since2018 | CommitteesAudit (Chair), Finance
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. 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. 7
Professional Experience§- Vice Chair of KPMG LLP, the USU.S. member firm of the global audit, tax, and advisory services firm, from July 1998 until her retirement in December 2011. Ms. McCarthy joined KMPG in 1977, became a partner in 1987, and held numerous senior leadership positions with the firm during her tenure.§- Within the past five years, Ms. McCarthy served on the Board of Directors of Andeavor Corporation and Mutual of Omaha. Other Current Public Company Directorships §- Palo Alto Networks, Inc. Board Skills, Qualifications, and Expertise Ms. McCarthy'sMcCarthy’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 of Directors.6467 | Director Since2018 | CommitteesAudit, Finance (Chair)6 | 2019 Proxy StatementBoard of Directors
Professional Experience§- Mr. Mehrotra has served as Micron'sMicron’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. §- Within the past five years, Mr. Mehrotra served as a member ofon the Board of Directors forof Cavium, Inc. and Western Digital Corp.Other Current Public Company Directorships None- CDW Corporation Board Skills, Qualifications, and Expertise Mr. Mehrotra has 3942 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'sMehrotra’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 of Directors.6164 | Director Since2017 | CommitteesCommittee Finance
Chairman
Professional Experience§Chairman, - President and Chief Executive Officer of ADC Telecommunications, Inc., a supplier of network infrastructure products and services, from August 2003 until December 2010 and Chairman from 2008 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career there held numerous leadership positions. §- Within the past five years, Mr. Switz served on the Board of Directors of GT Advanced Technologies Inc., Broadcom Corporation, Cyan, Inc., Pulse Electronics Corporation, Leap Wireless International, Inc., and Gigamon, Inc.Other Current Public Company Directorships §- Marvell Technology Group Ltd. §FireEye, Inc.Board Skills, Qualifications, and Expertise Appointed ChairmanChair of Micron'sMicron’s Board of Directors in 2012, Mr. Switz'sSwitz’s experience as Chief Executive Officer and Chairman of a leading technology company and history and leadership on Micron'sMicron’s Board provide the Board expertise in the technology industry as well as international 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 Mr. Switz to serve as a member of our Board of Directors.7376 | Director Since2006 | CommitteesCompensation, (Chair), Governance and Sustainability 7Board of Directors 
Professional Experience§- Group Vice President of Engineering and Product Development of Johnson Controls International ("JCI"(“JCI”) from 2013 to 2017. Ms. Wright also served as Vice President and General Manager for Johnson Controls'Controls’ Hybrid Systems business and as CEO of Johnson Controls-Saft from 2007 to 2009.§- Prior to joining JCI, Ms. Wright served in the Office of the Chair and was EVP Engineering, Sales and Program Management at Collins & Aikman 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 §Group1- Group 1 Automotive, Inc. §Maxim Integrated§Delphi Technologies- Brunswick Corporation - Solid Power, Inc. Board Skills, Qualifications, and Expertise Ms. Wright'sWright’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 of Directors.5760 | Director Since2019 | CommitteesCompensation, Governance and Sustainability (Chair)of Directors recommends voting "“FOR"” approval of the nominees listed above.810 | 20192022 Proxy Statement"independence"“independence” as defined and required by the Listing Rules of the Nasdaq Stock Market LLC ("Nasdaq"(“Nasdaq”) and relevant rules and regulations of the Securities and Exchange Commission ("SEC"(“SEC”). The Governance and Sustainability Committee then recommends the best candidates to the Board. of Directors decides to add directors to the Board, the Governance and Sustainability Committee works with a third party executive search firm to assist them in identifying and evaluating potential candidates.Micron'sMicron’s performance. Accordingly, the Governance and Sustainability Committee takes into account the personal characteristics, experience, and skills of current and prospective directors, including gender, race, and ethnicity, to ensure that our Board comprises a broad range of perspectives, and measures success by the range of viewpoints represented on the Board.common stockCommon Stock beneficially owned by the shareholder as of the date the shareholder gives written notice; a description of all arrangements or understandings between the shareholder and the director candidate and any other person(s) pursuant to which the recommendation or nomination is to be made by the shareholder; the name, age, business address, and residence address of the director candidate and a description of the director candidate'scandidate’s business experience for at least the previous five years; the principal occupation or employment of the director candidate; the number of shares of our common stockCommon Stock beneficially owned by the director candidate; the consent of the director candidate to serve as a member of our Board of Directors if appointed or elected; and any other information required to be disclosed with respect to a director nominee in solicitations for proxies for the election of directors pursuant to our Bylaws and the applicable rules of the SEC.Board of Directors.Board. Shareholders recommending candidates for consideration by our Board in connection with the next annual meeting of shareholders should submit their written recommendation no later than one hundred twenty (120) calendar days in advance of the date of our Proxy Statement released in connection with the previous year's annual meeting of shareholders. The Governance and Sustainability Committee will evaluate director candidates recommended by shareholders for election to our Board in the same manner and using the same criteria as it uses for any other director candidate. If the Governance and Sustainability Committee determines that a shareholder-recommended11 9that a shareholder-recommended of Directors, it will include the candidate in the pool of candidates to be considered for nomination upon the occurrence of the next vacancy on our Board or in connection with the next annual meeting of shareholders.In 2018, the Board amended ourOur Bylaws to permit up to 20 shareholders owning continuously for at least three years shares representing in the aggregate at least 3% of the Company'stotal voting power of the Company’s outstanding common stock continuously for at least three years to nominate and include shareholder-nominated director candidates in our proxy materials for annual meetings of shareholders. A shareholder, or group of not more than 20 shareholders (collectively, an "eligible shareholder"“eligible shareholder”), meeting specified eligibility requirements is generally permitted to nominate the greater of (i) two director nominees or (ii) 20% of the number of directors on our Board. Use of the proxy access process to submit shareholder nominees is subject to additional eligibility, procedural, and disclosure requirements set forth in Article II, Section 11 of our Bylaws. A copy of our Bylaws can be found on the Corporate Governance page of our website atwww.micron.com and is available in print without charge upon request to corporatesecretary@micron.com. of Directors believes that periodic Board refreshment can provide new experiences and fresh perspectives to our Board and is most effective if it is sufficiently balanced to maintain continuity among Board members that will allow for the sharing of historical perspectives and experiences relevant to ourthe Company. Our Board seeks to achieve this balance through its director succession planning process, and director retirement policy, as well as in response to the annual Board and individual director assessment process discussed below.In July 2019, our Board appointed With the appointments of Ms. MaryAnn Wright as a director.Haynesworth in 2021, Ms. Dugle in 2020, Ms. Wright brings valuable insightsin 2019, and experience to our Board, including extensive experience in and knowledge of the automotive industry and a deep technical background. With Ms. Wright's appointment, and the appointment of Ms. McCarthy and Mr. Gomo in 2018, our Board refreshed its composition while maintaining institutional knowledge with directors of varying lengths of tenure.Retirement PolicyOur Corporate Governance Guidelines specify a mandatory retirement age of 75 for members The table below provides certain information regarding the composition of our BoardBoard. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f) and provide that committee chairs serve for no more than five years, but giverelated instructions.Board Diversity Matrix
(as of September 2, 2021 and September 1, 2022)Total Number of Directors 8 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 4 4 - - Part II: Demographic Background African American or Black 1 - - - Alaskan Native or Native American - - - - Asian - 1 - - Hispanic or Latinx - - - - Native Hawaiian or Pacific Islander - - - - White 3 3 - - Two or More Races or Ethnicities - - - - LGBTQ+ - - - - Did Not Disclose Demographic Background - - - - Board discretion, in each case, to waive the requirement annually on a case-by-case basis.Board'sBoard’s Role and Responsibilitiesperformance, executive compensation, governance, environmental, social, human capital management, and other matters.periodically engage directlyoccasionally participate in discussions with our shareholders by participating in shareholder outreach.shareholders.10 •| 2019 Proxy Statement•Whilein fiscal 2019, such discussions primarily focused on environmental and social issues, including diversity and culture at the Company, recent developments and enhanced disclosure in our 2019 Sustainability Report, Board composition and refreshment efforts (including the recent additions to our Board), andperformance, executive compensation, philosophyboard composition, governance, environmental sustainability, human capital management, and program design.13 Diversity, EqualityHuman Capital and InclusionCultureadvantage, andadvantage. We also believe that our best innovation springs from our team members'members’ diverse experiences, perspectives, and backgrounds. Our Board of Directors considers the creation and maintenance of a diverse and inclusive environment to be a crucial element of the Company'sCompany’s business strategy, including effectively addressing customer, shareholder, and other stakeholder needs, and believes each Micron hire is an opportunity to enhance the competencies, skills, talent, experience, and perspectives in our Company with diverse perspectives, backgrounds, and viewpoints. The Board has tasked the Company'sCompany’s management team with taking a proactive approach to diversity, equality and inclusion,DEI, and periodically reviews our programs and processes to ensure continual improvement. In addition to this proactive approach to improving our Company, the Board encouraged the Company to commit resources to the well-being of our communities across the globe. In fiscal 2022, we continued our progress increasing representation of underrepresented groups, maintained pay equity, and continued our work to strengthen our culture of inclusion. We also continued making progress on our six DEI commitments, which focus on internal opportunities and expand our impact outside of Micron into the communities where we work and live. In fiscal 2022, we achieved our goal of investing $500 million with minority-owned and led organizations that provide vital financial services to underserved communities.2019 Diversity and InclusionDEI Annual Report 2021, available at micron.com/DEI, for more information concerning these efforts.about how we ensure DEI is part of our Company’s global DNA, expanding to a global focus, especially in Asia. Our Diversity, Equality and Inclusion efforts,DEI Annual Report 2021 and the information at or accessible through our website, are not part of or incorporated by reference into this Proxy Statement. Corporate Social Responsibility and SustainabilityWe believe that acorporate sustainabilityunderstanding and supportingaddressing environmental, social, and governance (“ESG”) issues along our global communityvalue chain and in our communities is a critical part of our missionculture and our vision to deliver innovative solutions that accelerate our customers' success and address stakeholder concerns.transform how the world uses information to enrich life for all. Our Board of Directors considers corporate responsibility and sustainabilityESG issues to be an integral part of its business oversight and our corporate strategy, and has encouraged a proactive approach toward mitigating our impact on the environment, supporting our team members and the communities in which they live, respecting human rights, driving transparency and accountability in our supply chain, and developing innovative products that support a sustainable future. We have developed and are executing on a sustainability strategy in response to these issues that leverages our leading products, responsible sourcing and operations, and engaged team members.15Our Environmental Goals and Aspirations Goals Aspirations Emissions: Energy: 100% renewable energy worldwide, where available Water: 75% water conservation through reuse, recycling, and restoration in calendar year 2030 Waste: 95% reuse, recycle, and recovery and zero hazardous waste to landfill in calendar year 2030* employees,team members, the communities in which we operate, and the planet, as well as our customers'customers’ sustainability performance, by focusing on three key strategies: operating thoughtfully, empowering people,performance. We plan to continue regular consultation with stakeholders regarding environmental and sourcing responsibly. Wesocial issues and report annually on our progress in these efforts. Our 20192022 Sustainability Report, available at micron.com/sustainability, includes more details about the ways we are committed to sustainable practices and supporting our global community. Our Corporate Responsibility and Sustainability efforts,Report, and the information at or accessible through our website, are not part of or incorporated by reference into this Proxy Statement.("ERM"(“ERM”) program, which is a unified approach to risk management that helps us achieve a shared understanding of risks and make informed business decisions. This approach enhances our capability to 11ensuresfacilitates prompt resolution ofaction to mitigate identified risks and embeds risk management into our culture. cybersecurity, financial reporting and compliance. Other Board committees provide additional insights into our ERM program in the areas of their core competencies, and report to the Board regularly on matters relating to the following specific areas of risk the committees oversee:Company'sCompany’s strategies for management of significant financial risks and contingent liabilities.risks.•Board of Directors'the Board’s governance, director independence, and director independence.risk advisory services teamRisk Advisory Services representative meets periodically with business unit and functional area heads to identify significant financial and nonfinancial risk exposures including cybersecurity, and to develop risk mitigation measures and contingency plans.risk advisory services leadership teamRisk Advisory Services representative summarizes the results of these meetings and creates a consolidated risk profile.advisory services leadersAdvisory Services representative then reviewreviews this risk profile with our senior management, seeking input and agreement on mitigation and response strategies. This process is iterative, and repeats as significant risks are added to, or are removed from, the ERM program.advisory services leaders attendAdvisory Services representative attends quarterly Audit Committee meetings, where the Audit Committee reviews our risk profile and mitigation and response strategies, as well as our progress toward minimizingmitigating identified risks. This process repeats for the full Board on a semi-annual basis.periodically.•our risk advisory services team Risk Advisory Services designs our internal audit strategies and plans to minimize the impact of the risks identified.conductingmaking this assessment, wethe Compensation Committee reviewed our compensation programs to determine if the programs'programs’ provisions and operations create undesired or unintentional risk of a material nature. WeThe Compensation Committee also reviewed the results of our findings with our outside compensation consultant. This risk assessment process included a review of program policies and practices; program analysis to identify risk and risk-control related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, and risk-control. Although wethe Compensation Committee reviewed all compensation programs, wethe Committee focused on the programs with variability of payout, with the ability of a participant to directly affect payout, and the controls on participant action and payout. In most cases, our compensation policies and practices are centrally designed and administered and are substantially the same across the Company. Certain internal groups have different or12 | 2019 Proxy Statement17 of Directors has adopted a Code of Business Conduct and Ethics that is applicable to all our directors, officers, and employees.team members. The Code of Business Conduct and Ethics sets out our expectations regarding the treatment of our team members, customers, and the communities in which we operate, as well as our commitment to high product quality, ethical and legal sourcing of our materials, and acting with integrity for our investors. A copy of our Code of Business Conduct and Ethics is available atwww.micron.comand is also available in print without charge upon request. Any amendments or waivers of the Code of Business Conduct and Ethics will also be posted on our website within four business days of the amendment or waiver as required by applicable rules and regulations of the SEC and the Listing Rules of the Nasdaq.Board'sBoard’s ongoing and annual assessments of its effectiveness, including the effectiveness of its committees and directors. All directors complete an evaluation form for the Board and for each committee on which they serve. These forms include ratings for certain key metrics, as well as the opportunity for written comments. The comments provide key insights into the areas directors believe the Board can improve or in which its performance is strong. Evaluation topics include number and length of meetings, topics covered and materials provided, committee structure and activities, Board composition and expertise, succession planning, director participation and interaction with management, and promotion of ethical behavior. Our Board considers the results when making decisions on the structure and responsibilities of our Board and its committees, agendas and meeting schedules for our Board and its committees, and changes in the performance or functioning of our Board. of Directors has determined that directors Byrne, Bailey, Beyer, Dugle, Gomo, Haynesworth, McCarthy, Switz, and Wright qualify as independent directors. In determining the independence of our directors, the Board of Directors has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of"Certain“Certain Relationships and Related Transactions." of Directors Leadership StructureChairmanChair of the Board of Directors since February 2012. We do not have a fixed policy on whether the roles of ChairmanChair of the Board and Chief Executive OfficerCEO should be separate or combined. The Board's decisionBoard’s determination to have an independent, non-employee director as our Chair is based on the Board’s consideration of our and our shareholders'shareholders’ best interests under the circumstances existing at the time.current circumstances. In his role as Chairman,Chair, Mr. Switz oversees meetings of the independent directors and acts as a liaison between the independent directors and Chief Executive Officer. of Directors Meetings and Committeesof Directors held sixnine formal meetings during fiscal 2019.2022. The Board of Directors met in Executive Session (meetings in which only non-employee directors are present) five times during fiscal 2019.2022. In fiscal 2019,2022, the Board of Directors had a standing Audit Committee, Compensation Committee, Finance Committee, and Governance and Sustainability Committee, and Security Committee. During fiscal 2019,2022, the Audit Committee met ninefifteen times, the Compensation Committee met sixfive times, the Finance Committee met four times, and the Governance and Sustainability Committee met four times, and the Security Committee met five times. In addition to formal committee meetings, the chair of each committee engaged in regular discussions with management regarding various issues relevant to their respective committees. All incumbent directors attended 75% or more of the total number of meetings of the Board of 13Directors during fiscal 2019.2022. All incumbent directors who served on the Audit, Compensation, Finance, and Governance and Sustainability, and Security Committees attended 75% or more of the total number of applicable committee meetings during fiscal 2019.2022. We encourageexpect director attendance at the Annual meetingMeeting of Shareholders, and all then-incumbent members of our Board of Directors were present at the Fiscal 20182021 Annual Meeting of Shareholders.and Governance and Sustainability, and Security Committees each have written charters that comply with SEC and Nasdaq rules relating to corporate governance matters. Copies of the committee charters as well as our Corporate Governance Guidelines are available atwww.micron.com and are also available in print without charge upon request to corporatesecretary@micron.com. The Board of Directors has determined that all the members of the Audit, Compensation, and Governance and Sustainability, and Security Committees satisfy the independence requirements of applicable SEC laws and the Listing Rules of Nasdaq for such committees.Ms.Messrs. Bailey, Byrne,Dugle and Mr. Gomo currently serve, on the Audit Committee. Duringand during fiscal 2019, Mses. Johnson and McCarthy, and Messrs. Bailey, Byrne, Gomo, and Switz2022 served, on the Audit Committee (Ms. Johnson served until her resignation from the Board in January 2019).Committee. Mr. Gomo has served as the Chair of the Audit Committee since January 2019. The Board of Directors has determined that all Audit Committee members qualify as an "audit“audit committee financial expert"expert” for purposes of the rules and regulations of the SEC and that each of these members areis sufficiently proficient in reading and understanding our financial statements to serve on the Audit Committee. The purpose of the Audit Committee is to assist the Board of Directors in overseeing and monitoring:"Report“Audit Committee Matters – Report of the Audit Committee of the Board of Directors."” The19 Byrne, and Switz currently serve, on the Compensation Committee of the Board of Directors. Duringand during fiscal 2019, Messrs. Beyer, Byrne, Mondry, and Switz2022 served, on the Compensation Committee. Mr. Beyer has served as the Chair of the Compensation Committee (Mr. Mondry served until his resignation from the Board in January 2019).since April 2021. Previously, Mr. Switz hashad served as the Chair of the Compensation Committee since January 2019. The Board has determined that all Compensation Committee members qualify as "non-employee directors"“non-employee directors” as defined under Rule 16b-3, promulgated under sectionSection 16 of the Securities Exchange Act of 1934, as amended.amended (the “Exchange Act”). The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers. See the "Compensation“Executive Compensation and Related Information – Compensation Discussion and Analysis"Analysis” and the "Compensation“– Compensation Committee Report"Report” for information regarding how the Compensation Committee sets executive compensation levels. The Compensation Committee has authority to delegate any of its responsibilities to a subcommittee as it may deem appropriate in its judgment. The complete duties of the Compensation Committee are set forth in its written charter, which is available atwww.micron.com and is also available in print without charge upon request to corporatesecretary@micron.com. Bailey, Gomo and Mehrotra currently serve, on the Finance Committee. Duringand during fiscal 2019, Mses. Johnson and McCarthy, and Messrs. Bailey, Gomo, Mehrotra, and Mondry2022 served, on the Finance Committee (Ms. Johnson and Mr. Mondry served until their resignations from the Board in January 2019).Committee. Mr. Mehrotra joined the Finance Committee when he became our President and CEO in May 2017. Ms. McCarthy has served as the Chair of the Finance Committee since January 2019. The Finance Committee represents and assists the Board of Directors in discharging its responsibilities with respect to oversight of our financial policies, financial strategies, capital structure, debt and equity offerings, capital return program, cash management and investments, risk management related to hedge and derivative instruments, and insurance. The complete duties of the Finance Committee are set forth in its written charter, which is available atwww.micron.com and is also available in print without charge upon request to corporatesecretary@micron.com.Ms.on the Governance and Sustainability Committee. Duringduring fiscal 2019, Ms. Wright, and Messrs. Bailey, Beyer, and Switz2022 served, on the Governance and Sustainability Committee. Mr. BeyerMs. Wright has served as Chair of the Governance and Sustainability Committee since July 2018.April 2021. The responsibilities of the Governance and Sustainability Committee include assisting the Board of Directors in discharging its duties with respect to the following:Board of Directors;Board;the annual evaluationsof Directors and its committees.ChairmanChair of our Board of Directors since February 2012. As part of his duties as Chairman,Chair, Mr. Switz chairs Executive Session meetings of our Board of Directors.Board. Shareholders and interested parties wishing to communicate with our Board of Directors may contact Mr. Switz at chairman@micron.com.of Directors.in accordance with our related party transaction policy. Related parties include our directors and officers, their family members and affiliates, and certain beneficial owners. In cases where the related party is a director or an affiliate of a director, that director does not participate in the review of the proposed transaction. In reviewing a proposed related party transaction, the Board of Directors considers all the relevant facts and circumstances of the transaction, such as (i) the nature and terms of the transaction, (ii) the dollar value of the transaction, (iii) whether the terms of the transaction are at least as favorable as they would have been if a related party was not involved, (iv) the business reasons for the transaction, (v) whether the transaction would result in an improper conflict of interest, and (vi) the effects of the transaction on the ongoing relationship between us and the related party. Other than as noted below, thereThere were no actual or proposed related party transactions in excess of $120,000 for fiscal 20192022 and through November 18, 2019.We purchased various equipment14, 2022. Subsequent to November 14, 2022, Mr. Mehrotra reimbursed the Company in respect of his usage of Micron aircraft for personal travel in fiscal 2022. See “Executive Compensation and maintenance parts from Tektronix for approximately $990,000 during the beginning of fiscal 2019 through March 2019. Mr. Byrne served as the President of Tektronix, a subsidiary of Fortive Corporation, from July 2014 through March 2019.21 15Board of Directors.Board. Each year, the Governance and Sustainability Committee works with ourthe compensation consultant to review and evaluate director compensation for the ensuing fiscal year, in light of prevailing market conditions and to attract, retain, and reward qualified non-employee directors. The compensation consultant gathers and reviews market data for non-employee directors from the same Compensation Peer Group used to evaluate officer compensation. For a discussion concerning the companies that comprised our Compensation Peer Group, please see "Executive“Executive Compensation and Related Information – Compensation Discussion and Analysis."Analysis” below. Upon completion of its review and evaluation, the Governance and Sustainability Committee recommended thatdid not recommend any changes to the Board of Directors make no changes toin director compensation for fiscal 2020.arewere entitled to receive an annual retainer of $125,000 in fiscal 2019.2022. Pursuant to our 2008 Director'sDirector’s Compensation Plan (the "DCP"“DCP”), which operates as a sub-plan of the Amended and Restated 2007 Equity Incentive Plan (the "2007 Plan"“2007 Plan”), non-employee directors may elect to take some or all of their annual retainer in the form of cash, shares of Common Stock, or deferred rights to receive Common Stock upon termination as a director. Employee directors receive no additional or special remuneration for their service as directors.ChairmanChair of the Board of Directors for fiscal 20202022 and 2019:2023 2022 Audit Committee Chair $ 35,000 $ 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 150,000 150,000 $ 35,000 30,000 20,000 20,000 150,000 Board of Directors.Board. We reimburse directors for travel and lodging expenses, if any, incurred in connection with attendance at Board of Directors' meetings.annual equity award.award each fiscal year. Since fiscal 2007, the equity award has been exclusively in the form of restricted stock. The "targeted value"restricted stock includes the right to receive dividend equivalents, which will accumulate and pay out in cash, if and when the underlying shares are released. The “targeted value” for the annual non-employee director equity award is established each year by the Board of Directors following discussions with ourthe compensation consultant and has been set at $250,000 since fiscal 2015. The number of restricted shares awarded to each non-employee director is determined by dividing the applicable targeted value by the Fair Market Value of a share of our Common Stock, as defined under our equity plans. For purposes of our equity plans, "Fair“Fair Market Value"Value” is the closing price of our Common Stock on the last market-trading day prior to the date of grant. The restrictions on the shares awarded in fiscal 20192022 lapse for 100% of such shares on the first anniversary of the date of grant (the "Vesting Period"“Vesting Period”). Notwithstanding the foregoing, the restrictions will lapse for 100% of such shares in the event a director reaches the mandatory retirement age, if any, or retires from the Board of Directors during the Vesting Period having achieved a minimum of three years of service with the Board of Directors prior to the effective date of their retirement, or upon a director'sdirector’s death or disability.1622 | 20192022 Proxy Statement20192022 Director Compensation2019.Name Fees Earned or Paid in Cash Stock Awards(1) Total Richard M. Beyer $ 155,000 $ 250,000 $ 405,000 Lynn A. Dugle 145,000 250,000 395,000 Steven J. Gomo 160,000 250,000 410,000 Linnie M. Haynesworth 125,000 250,000 375,000 Mary Pat McCarthy 145,000 250,000 395,000 Robert E. Switz 275,000 250,000 525,000 MaryAnn Wright 145,000 250,000 395,000 Name Fees Earned or
Paid in Cash(1) Stock Awards(2) Total $ 125,000 $ 250,018 $ 375,018 145,000 250,018 395,018 125,000 250,018 375,018 131,405 218,432 349,837 68,384 250,018 318,402 122,080 218,432 340,512 58,886 250,018 308,904 293,651 250,018 543,669 20,833 41,214 62,047 Mr. Byrne elected to defer his cash compensation for calendar year 2019 under our 2008 Director Compensation Plan, under which cash compensation in the amount of $83,333 will be settled by issuing 2,048 shares of our Common Stock over a period of five years, on the anniversaries of the date Mr. Byrne terminates his service on our Board. Amounts for Mr. Gomo and Ms. McCarthy represent fees earned from October 16, 2018, the date they joined the Board, to August 29, 2019. Ms. Wright's amount represents fees from July 1, 2019, the date she joined the Board, to August 29, 2019. Amounts for Ms. Johnson and Mr. Mondry represent fees earned up to their resignations on January 16, 2019.(2)16, 2018,13, 2021, each of Messrs. Bailey, Beyer, Byrne, Mondry,Gomo, and Switz, and Ms.JohnsonMses. Dugle, Haynesworth, McCarthy, and Wright was granted 5,9053,747 shares of restricted stock with a grant date fair value of $250,018$250,000 ($42.23 per share). On October 16, 2018, each of Mr. Gomo and Ms. McCarthy was granted 5,159 shares of restricted stock with a grant date fair value of $218,432 ($42.23 per share). On July 1, 2019, Ms. Wright was granted 1,068 shares of restricted stock with a grant date fair value of $41,214 ($38.5966.72 per share). For information on the restrictions associated with these awards, see "Elements“Elements of Director Compensation – Equity Award"Award” above.
As of September 1, 2022, each of Messrs. Beyer, Gomo, and Switz, and Mses. Dugle, Haynesworth, McCarthy, and Wright had outstanding a grant of 3,747 shares of restricted stock. For information regarding Mr. Mehrotra’s holding of stock as of September 1, 2022, see “Outstanding Equity Awards at Fiscal 2022 Year-End” below.person'sperson’s progress toward, and continued compliance with, the guidelines. Stock sales restrictions may be imposed upon directors if the stock ownership guidelines are not met. All our directors are either in compliance with the guidelines or are newer directors who have time remaining to meet the guidelines.Director Guideline Multiplier Guideline Amount Compliance with Guideline Richard M. Beyer 5 $ 625,000 Yes Lynn A. Dugle 5 625,000 Yes Steven J. Gomo 5 625,000 Yes Linnie M. Haynesworth 5 625,000 (1) Mary Pat McCarthy 5 625,000 Yes Robert E. Switz 5 625,000 Yes MaryAnn Wright 5 625,000 Yes Director Guideline
Multiplier Guideline
Amount Compliance
with
Guideline 5 $ 625,000 Yes 5 625,000 Yes 5 625,000 Yes 5 625,000 (1) 5 625,000 (1) 5 625,000 Yes 5 625,000 (1)
2021.Mr. Gomo and Ms. McCarthy have until October 16, 2023 to meet the guidelines because they first joined the Board in 2018. Ms. WrightHaynesworth has until July 1, 2024February 15, 2026 to meet the guidelines because she first joined the Board in 2019.4147 for information on the stock ownership guidelines for our Named Executive Officers, including Mr. Mehrotra.Officers.2318 | 2019 Proxy StatementPROPOSAL 2 – ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY"(“SAY-ON-PAY”)PROPOSAL DETAILSPROPOSAL DETAILS "Compensation“Compensation Discussion & Analysis"and Analysis” section and the related compensation tables beginning on page 21.26. We seek your advisory vote and ask that you indicate your support for the compensation of the Named Executive Officers as disclosed in this Proxy Statement."say-on-pay"“say-on-pay” proposal gives our shareholders the opportunity to express their views on the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers as described in this Proxy Statement. At our fiscalFiscal 2017 Annual Meeting of Shareholders, our shareholders voted to have an annual advisory vote on say-on-pay and in accordance with the results of this vote, the Board of Directors determined to implement an advisory vote on executive compensation every year until the next required vote on the frequency of shareholder votes on the compensation of executives, which is occurringexpected to occur at the fiscalFiscal 2023 Annual Meeting of Shareholders.2019, 89%2022, 86% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. See "Consideration“Consideration of the Fiscal 20182021 Advisory Vote on Executive Compensation"Compensation” on page 23.Compensation“Compensation Discussion & Analysisand Analysis” section and related compensation tables for information necessary to inform your vote on this proposal.BOARD RECOMMENDATIONBOARD RECOMMENDATION of Directors invites you to review carefully the Compensation Discussion and Analysis beginning on page 2126 and the tabular and other disclosures on executive compensation beginning on page 42,49, and cast a vote "“FOR"” the following resolution:"Micron'sMicron’s Named Executive Officers, as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables, and any narrative executive compensation disclosure contained in this Proxy Statement."”Board of Directors.Board. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our Named Executive Officers that has 19 of Directors and Compensation Committee value the opinions of our shareholders and will consider the results of the say-on-pay vote and any other feedback from shareholders in itstheir evaluation of our compensation program as it believesthey believe to be appropriate.VOTE REQUIRED FOR APPROVAL common stockCommon Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on this Proposal 2 is required to approve the non-binding advisory vote on the compensation of our named executive officers.nonbindingnon-binding on our Company and our Board, of Directors, and will not be construed as overruling a decision by our Company or our Board or creating or implying any additional fiduciary duty for our Company or our Board, our Board and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for named executive officersNamed Executive Officers under our executive compensation program.2520 | 2019 Proxy StatementOfficer;Officer (“CEO”);•David A. Zinsner,Mark J. Murphy, our SeniorExecutive Vice President and Chief Financial Officer; and•"Named“Named Executive Officers."20192022 HighlightsDespiteWe delivered record annual revenue in fiscal 2022 with solid profitability despite a challenging industry environment we achievedin the second-best year in our history for revenue and earnings:latter part of the year:o23.430.8 billion in revenue (compared to $30.4$27.7 billion in fiscal 2018)2021);o6.38.7 billion in GAAP net income, attributable to Micron, or $5.51$7.75 in earnings per diluted share (compared to $14.1$5.9 billion and $11.51,$5.14, respectively, in fiscal 2018)2021).We repurchased 67 million shares of our outstanding common stock for $2.7 billion under our authorized buyback program.•20192022 with $9.2$11.1 billion of cash, marketable investments, and restricted cash.•to improvethe enablement of DDR5 across the industry, especially with key cloud customers; andprofitability relative toLPDDR5 DRAM.peers, by reducingconsolidated NAND business in fiscal 2022;cost structure, increasing our mixmobile NAND bit shipments in the fourth quarter of high-value solutions,fiscal 2022; and enhancing customer engagement and go-to-market strategy:oDRAM:§Our DRAM cost per bit declinesWe led the industry and exceeded our internal plans;§We began massagain in entering volume production and volume shipments of the industry'sworld’s first 1Znm products, giving232-layer NAND in the Company feature size leadership for DRAM; and§We are making good progress migrating morefourth quarter of our production to leading-edge nodes–we entered fiscal 2019 with more than half of our bit production on 20nm or older nodes, and ended the fiscal year with approximately three-quarters on 1Xnm and beyond, with a meaningful portion on 1Ynm.2022.oNAND:§Our NAND cost declines continued to outpace industry;§We increased 96-layer 3D NAND as a portion of our mix;§We achieved our first yielding dies using replacement gate ("RG") technology, further reducing the risk for our RG transition; and§We announced the grand opening of our Singapore cleanroom expansion in August 2019, which will enable the transition of our existing NAND wafer capacity to future generations of 3D NAND technology.212022 Proxy Statement3D XPoint:▪§made solid progressissued our inaugural $1.0 billion green bond to finance eligible projects focused on renewable energy, green buildings, energy efficiency, water management, pollution control, and a circular economy.3D XPoint product development, which allowed usgoal to launch initial products shortly into fiscal 2020.("TSR"(“TSR”)Group.
August 29 for each period presented aboveto September 1 and represents annualized rates of return reflecting price appreciation plus reinvestment of dividends and the compounding effect of dividends paid, if any, on reinvested dividends.272018,2021, the Compensation Committee set compensation levels and performance goals for fiscal 20192022 based on a review of financial results, projections, individual contributions, strategic objectives, Market Data (as defined below), and market conditions.oChief Executive OfficerCEO and other Named Executive Officers (on average) for fiscal 2019:
22 ◦| 2019 Proxy Statemento("EIP"(“EIP”). The Compensation Committee selected performance goals for our Named Executive Officers based on their correlation to the creation of shareholder value and their alignment with our strategic objectives.§2019,2022, the Compensation Committee established goals tied to profitability and the achievement of certain technology, product, business, and cost milestones, and customer milestones.goals focusing on key stakeholders. Please see "Fiscal 2019“Fiscal 2022 Executive Compensation – Fiscal 20192022 Short-Term Incentive Goals"Awards” for additional detail concerning these goals.o20192022 long-term equity incentives.osalesbits shipped as high value solutions free cash flow, and company valuation.for a certain market segment and TSR relative to the semiconductor sector. In addition, there is a technology product engineering sample and product qualification sample adder goal associated with the free cash flow and high-value solutions goals.and market segment goals together have two stretch milestones relating to development of next-generation products. The free cash flowrelative TSR, high-value solutions, and high-value solutionsmarket segment goals have a three-year measurement period. The company valuation goal has a two-year measurement period plus an additional year•CEO CompensationoMr. Mehrotra's base salary,As illustrated in the table below, our executive compensation program is designed to focus on the longer-term and performance-based components of target long-term equity incentive opportunity, and target short-term incentive target were all increased for fiscal 2019.total direct compensation.Compensation Component* Characteristics Purpose Determining Factors Base Salary 
– Fixed Compensation – Compensates executives for performing day-to-day job responsibilities – Market Data median sets baseline – Attracts, develops, and retains highly-qualified executive talent – Adjusted for executive’s contributions, experience, and performance – Maintains stable management team Short Term Incentive Pay 
– Variable, performance-based cash compensation – Provides performance-based, incentive cash awards for outstanding performance at the individual, business-unit, and/or company-wide level – Market Data median forms baseline – Target payout is tied to a percentage of executive’s base salary – Encourages accountability by rewarding achievement of specific performance goals – Annual, pre-determined goals set by the Compensation Committee – Focuses executives on achievement of near-term financial and operational objectives - Profitability targets
- Achievement of certain technology, product, business, and cost aims
- Other goals including customer, sustainability, and diversity, equality, and inclusion– Promotes long-term company success and drives shareholder value Long Term Incentive Pay Performance RSUs 
– Variable, performance-based equity compensation – Creates direct, specific alignment with shareholders’ interests by focusing executives on long-term value creation through the achievement of key operational milestones and stock price performance – Goals set by the Compensation Committee – Three-year performance period - Percentage of NAND bits shipped as high value solutions and for a certain market segment
- TSR relative to the semiconductor sector
- Additional earning opportunities for achievement of stretch goal milestones, subject to the aggregate 2x Limit described below– Earned at the end of the second and third year for the operational goals and each day beginning on the first day of the second year for the financial goal – 50% of total banked PRSU vests at end of second year, remaining and/or incremental vests at end of third year Time-Based RSAs 
– Variable, performance-based equity compensation – Provides alignment with shareholders’ interests by focusing executives on long-term value creation – Value based on stock price – Vests ratably over three years – Provides retention value * The percentages shown for each of the compensation components in the table above are presented based on base salary, target annual STI award, and the annual LTI awards (at the target award values approved by the Compensation Committee) granted to our CEO (on the left) and averaged for all other Named Executive Officers, excluding our CEO (on the right). Percentages of total compensation may not total 100% due to rounding.
29oFor fiscal 2019, Mr. Mehrotra's base salary, target short-term incentive target, and target long-term incentive opportunity were at the 75th percentile20182021 Advisory Vote on Compensation of Named Executive CompensationOfficers20182021 Annual Meeting of Shareholders on January 17, 2019,13, 2022, in our annual shareholder advisory vote on executive compensation 89%of Named Executive Officers, 86% of the sharesvotes cast were voted in support of the compensation of our Named Executive Officers. The Compensation Committee appreciates and values the views of our shareholders. In considering the results of the fiscal 20182021 advisory vote on executive compensation of Named Executive Officers, the Compensation Committee concluded that the compensation paid to our executive officersNamed Executive Officers and our overall executive pay practices have strong shareholder support and have been effective in implementing our stated compensation philosophy and objectives. The Compensation Committee recognizes that executive pay practices and governance principles continue to evolve. Consequently, thewe discussed executive compensation and other matters with shareholders throughout fiscal 2022 and intend to continue our outreach to shareholders on executive compensation and other matters. The Compensation Committee also intends to continue to seek the advice and counsel of its compensation advisors. Our shareholders may communicate any concerns or opinions on executive pay directly to the Compensation Committee or the Board of Directors.Board. Please refer to "Executive“Executive Sessions and Communications with the Board of Directors"Directors” on page 1521 for information about communicating with the Board of Directors.evaluateevaluates performance in light of such goals and objectives, and determinedetermines and approveapproves compensation levels based on that evaluation.outsideexternal compensation consultant.consultant and meets with the compensation consultant at least quarterly. The Compensation Committee also works closely with our CEO with respect to the determination of compensation of other officers. A more complete description of the Compensation Committee'sCommittee’s responsibilities is provided in the Compensation Committee'sCommittee’s Charter approved by the Board, of Directors, which can be found on our website,www.micron.com.www.micron.com. A more complete description of the role of the CEOCompensation Committee’s compensation consultant and our compensation consultantCEO in the compensation process is described later in this Compensation Discussion and Analysis. Additional information regarding ourthe Compensation Committee’s compensation consultant, the specific activities they undertakeit undertakes for us, and theirits fees can be found under "Compensation-setting“Compensation-Setting Process and the Determination of Compensation Levels"Levels” on page 26.33.Our Compensation Principles WHAT WE DO WHAT WE DON'TDON’T DO
executives'executive officers’ target total direct compensation be earned based on performance goals("clawback"(“clawback”) policy that provides for recoupment of incentive compensation paid to current and former executivesexecutive officers in the event of an accounting restatement due to material noncomplianceProvide limited perquisites
No special retirement benefits other than participation in our retirement plans on the same basis as other employeesNo tax gross-ups for change in control payNo repricing of options or stock appreciation rights without prior shareholder approvalNo "single-trigger" vesting for awards granted after August 25, 2016No pledging or hedging activities involving our stockofficer'sofficer’s target total direct compensation is placed "at risk"“at risk” and linked to the accomplishment of specific financial and operational performance goals that we expect will lead to increased long-term value creation for our shareholders. The table below summarizes the key elements of the compensation that applied to our Named Executive Officers in fiscal 20192022 relative to our pay-for-performance philosophy.Highlights of Our Pay-for-Performance Approach • A substantial majority of the compensation available for executives is performance-based and delivered in the form of equity awards in order to more closely align management and shareholder interests• Market Data forms the basis of our compensation targets, with differentiation based on individual factors such as nature of the individual’s role, proficiency in the role, sustained performance over time, and importance to our leadership succession plans• Incentive awards require achievement of critical financial and operatingoperational goals and are primarily measured against objective metrics that we believe result in the creation of sustainable value for our shareholders• Actual, realized compensation is designed to fluctuate and be commensurate with changes in shareholder value over time• Performance-based equity awards, measured by internal and external metrics ultimately aimed at driving shareholder value, comprises a significant portion of our long-term incentives• The Compensation Committee reviews our pay-for-performance compensation arrangements annually, with input from our CEO and advice from the Compensation Committee'sCommittee’s independent compensation consultant• Individual performance assessment is based on numerous factors, including among others: contribution to business results and company performance; completion of objectives; behavior consistent with the highest standard of integrity, ethics, and company values; and commitment to sustainability and diversity, equality and inclusionDEI programs and initiativesinitiatives.31"Reasonable"“Reasonable” and "Competitive"“Competitive” Pay"reasonable"“reasonable” and "competitive"“competitive” with what our executives could otherwise obtain in the market, and especially from companies within our Compensation Peer Group, enables us to attract, motivate, reward, and retain qualified individuals and to meet our overall objective of increasing shareholder value. Our Compensation Peer Group consists of companies that we believe are especially likely to be our competitors for executive talent and is discussed further in"“Market Data Defined"Defined” below. We determineThe Compensation Committee determines what would be "reasonable"“reasonable” and "competitive"“competitive” compensation based upon an analysis of the Market Data, the recommendations of ourits compensation consultant, and our historical experience."reasonable,"“reasonable,” but could deviate from such benchmark basedalso base individual executive compensation on certainadditional factors, such as:ourthe compensation consultant as further described below, may change dramatically from year to year and can evolve as compensation practices change, executives retire or are replaced with less experienced and lower-paid executives, goals are achieved or not achieved resulting in varying payouts, participants in proprietary compensation surveys change, and the completeness or accuracy of compensation data improves or deteriorates. Accordingly, what may have been the median or within a "reasonable"“reasonable” range of competitiveness in one year, may be higher or lower for the next. For this reason and the factors noted above, even though the Compensation Committee generally uses the Market Data median as its benchmarkstarting point and guiding principle, officer compensation may vary, above or below the median, or a range from the median, year over year.We believe,ourits compensation consultant, that a competitive compensation package will address and measure compensation practices for executive positions with respect to three primary elements of compensation:(stock options, time-based(time-based restricted stock and performance-based restricted stock units).comprisecomprises a set portion of the target total direct compensation mix. We do believe, however, that a significant portion of the compensation should be variable (such as performance-based incentives and incentives tied to the performance of the Company and its stock)Common Stock) as compared to fixed (such as base salary), and that such variable compensation aligns executives'executives’ interests with those of ourCommittee'sCommittee’s philosophy is to use incentive pay opportunities rather than base salary as a way to ensure we are able to attract and retain top talent, rather than base salary. Compensation-settingCompensation-Setting Process and the Determination of Compensation Levelsourits compensation consultant. The Compensation Committee also works with our CEO to establish performance goals that further our strategic objectives.matters. Ourmatters and meets with the compensation consultant at least quarterly. This compensation consultant provided the Compensation Committee with information for our executive officers on cash and non-cash compensation elements and historical and trend payment data.ourits compensation consultant'sconsultant’s advice to the Compensation Committee objective and free of influence from our management. These procedures include: a direct reporting relationship to the Compensation Committee; a provision in the26 | 2019 Proxy StatementCommittee'sCommittee’s engagement letter with the compensation consultant specifying what information, data, and recommendations can be shared with management; and an annual update to the Compensation Committee on the compensation consultant'sconsultant’s relationship with us,the Company, including a summary of the work performed for us during the preceding 12 months. For fiscal 2019,2022, the specific activities undertaken by the compensation consultantsconsultant for the Compensation Committee included:•review non-employee director compensation;thethis Compensation Discussion and Analysis) and recommend any changes to its members;benchmarkevaluate target total target direct compensation and its components (salary,(base salary, target short-term incentives, and target long-term incentives) of our executive officers using several data sources;pay-for-performance“pay-for-performance” relationship;grants for executives,awards to be granted to our executive officers, along with vesting recommendations;componentsection of our definitive proxy statement disclosure;statement; andMeridian Compensation Partners, LLC ("Meridian") was our compensation consultant through March 20, 2019 and ("(“Compensia") was ourthe Compensation Committee’s compensation consultant for the remainder ofin fiscal 2019.2022. We paid Meridian and Compensia a total of $149,750 and $44,873, respectively,$145,019 in fiscal 20192022 for services provided. Each of Meridian and Compensia provided services related exclusively to the executive and non-employee director compensation consulting work performed for the Compensation Committee and for the Governance and Sustainability Committee.theCompensia’s independence of our compensation consultants in light of SEC rules and theNasdaq Listing Rules of Nasdaq.Rules. The Compensation Committee received a letter from each compensation consultantCompensia addressing its independence, including33our compensation consultants."Data"Data” Definedidentifyand Compensia, identifies a group of peer companies for the Compensation Committee to use as benchmarkscomparators when setting target pay levels. The Compensation Committee considers industry, degree of business match (i.e., semiconductor or electronics manufacturing), and comparability of revenue size when selecting these peer companies, which we refer to as our "Compensationlevels (our “Compensation Peer Group."Group”). With input and advice from ourits compensation consultant, the Compensation Committee reviews our Compensation Peer Group annually to ensure that it reflects industry or economic changes, such as changes in business strategies, operations, product lines, revenues, or availability of information. Each company in ourkey talent. Historically, the Compensation Committee’s peer selection process focused primarily on the semiconductor industry and revenue size.has an industry segment of semiconductor and 27semiconductor equipment, electronic equipment, instruments, and components or electrical equipment. The companies comprising our Compensation Peer Group generally have revenue between 20% to 250%for fiscal 2022 was comprised of the Company's revenue and have a high degree of business match. Wefollowing 16 companies, which we believe our Compensation Peer Group is comprised ofare companies with which we are likely to compete for executive talent.For fiscal 2019, our In consultation with Compensia, the Compensation Committee did not make any changes to the Compensation Peer Group was as follows: Adobe Inc. Advanced Micro Devices, Inc. Applied Materials, Inc. Broadcom LimitedInc.Corning IncorporatedDanaher CorporationCisco Systems, Inc.Hewlett Packard Enterprise Company Eaton CorporationEmerson Electric Co.IBM Intel Corporation Lam Research Corporation MedtronicNVIDIA Corporation QUALCOMM Corporation Salesforce.com, Inc. Seagate Technology TE Connectivity Ltd.Texas Instruments Incorporated Thermo Fisher Scientific, Inc.VMware, Inc. Western Digital Corporation Our compensation consultantpublishedpublicly filed by our Compensation Peer Group and from published compensation surveys. The relevant survey and Compensation Peer Group data for fiscal 2019,2022, each as discussed below, were weighted equally by the Compensation Committee and are collectively referred to throughout this discussionCompensation Discussion and Analysis as the "Market“Market Data."benchmarked datathe Market Data based on the factors described earlier. If we arethe Compensation Committee is not able to match positions to a reasonable number of companies within the Compensation Peer Group, we lookit looks to the rank of the person involved and matchmatches ranks, e.g., our highestthird-highest paid executive officer is rankedcould be compared to the highestthird-highest paid executive officer at each company within the Compensation Peer Group.Survey2019, our2022, the compensation consultant used the Radford Global Technology Survey and information obtained from public filings by the Compensation Peer Group. We believe these surveys arethis survey is particularly relevant for high-technologytechnology companies given the high level of participation by such companies in the survey.Our compensation consultantOurThe CEO works with our compensation consultantCompensia by providing our financial data with respect to the most-recently completed fiscal year. The CEO also reviews projected financial results for the current fiscal year and our strategic business plan. TheFor all Named Executive Officers other than himself, the CEO makes suggestions as to base salary, recommends a potential set of company-wide and/or business unit metrics and targets for the current fiscal year with respect to short-term incentives, and offers suggestions as to long-term incentive compensation for the executive officers other than himself.compensation. He makes no recommendations as to his own level of compensation. The Compensation Committee reviews the Market Data, discusses the Market Data with the CEO and with the compensation consultant,Compensia, discusses individual executive officer performance based on input from the CEO and, without the CEO present, discusses the CEO'sCEO’s own performance for the most-recently completed fiscal year and anticipated performance for the current year. The Compensation Committee uses the Market Data and the deliberations to determine whether our compensation is competitive and reasonable as described above and whether, and to what extent, the Compensation Committee believes it would be appropriate to deviate from the Market Data and competitive practices. Following this deliberation,these deliberations, the Compensation Committee exercises its business judgment to certify the payment of compensation based on the financial results for the most-recently completed fiscal year, and approves the compensation for the current fiscal year, including the metrics and targets for the current fiscal year.3528 | 2019 Proxy Statement ProgramAs illustrated in the table below, our executive compensation program is designed to focus on the longer-term and performance-based components of target compensation.Compensation Component*CharacteristicsPurposeDetermining Factors 
•Fixed Compensation •Compensates executives for performing day-to-day job responsibilities•Attracts, develops, and retains highly-qualified executive talent•Maintains stable management team •Market Data median sets baseline•Adjusted for executive's contributions, experience, performance, and length of service 
•Variable, performance-based cash compensation•Percentage of executive's base salary •Provides performance-based, incentive cash awards for outstanding performance at the individual, business-unit, and/or company-wide level•Encourages accountability by rewarding achievement of specific performance goals•Focuses executives on achievement of near-term financial and operational objectives•Promotes long-term company success and drives shareholder value •Market Date median forms baseline•Annual, pre-determined goals set by the Compensation Committee—Net income target—Achievement of certain technology, product, cost, and customer milestones Long Term Incentive Pay
•Variable, performance-based equity compensation•Three-year performance period (except company valuation goal: 2 year performance period + 1 year time-based vesting)•Earned amount "banked" each year of the performance period•50% of total banked PRSU vests at end of year 2, remaining and/or incremental vests at end of year 3 •Creates direct, specific alignment with shareholders' interests by focusing executives on long-term value creation through the achievement of key operational milestones and stock price performance •Goals set by the Compensation Committee—Percentage of sales as high value solutions—Free cash flow—Company valuation—Adder for 3D XPoint business 
•Variable, performance-based equity compensation•Vests ratably over 3 years •Provides alignment with shareholder interests by focusing executives on long-term value creation•Provides retention value •Value based on stock price * The percentages shown for each of the compensation components in the table above are presented based on base salary, target annual STI award, and the annual LTI awards (at the target award values approved by the Compensation Committee) granted to our CEO (on the left) and averaged for all other Named Executive Officers, excluding our CEO (on the right). 292019 Executive CompensationFiscal 20192022 Base SalariesAt the completion of fiscal 2018, Market Data showed that the base salaries of Messrs. Zinsner, Bhatia, DeBoer, and Sadana were below the 50th percentile for their positions or ranks, and the base salary of Mr. Mehrotra was at the 60th percentile for his position or rank. paysalary for fiscal 2022 for Mr. Mehrotra to reflect our performance at that time and to achieve retention objectives and for each of our other Named Executive Officers to be more competitive with the base salaries offered to similarly-situated executives in the competitive market, as reflected by peer companies. The following table shows our NamedCompensation Peer Group and the relevant survey data.Executive Officer Fiscal 2022 Base Salary Base Salary % Change From Fiscal 2021 Sanjay Mehrotra $ 1,418,000 5.0 % Mark J. Murphy(1) 700,000 N/A Manish Bhatia 729,750 5.0 % Michael W. Bokan 551,200 6.0 % Scott J. DeBoer 624,750 5.0 % Sumit Sadana 782,250 5.0 % David A. Zinsner(1) 714,960 8.0 % Officers' fiscal 2019 salariesVice President and Chief Financial Officer, effective as compared to fiscal 2018.Executive Officer Fiscal 2019
Base Salary Base Salary %
Change From
Fiscal 2018 $ 1,300,000 8 % 635,000 2 % 665,000 5 % 560,000 8 % 715,000 6 % 20192022 Short-Term Incentive Awardscompany-wideCompany-wide level. In fiscal 2019,2022, the Compensation Committee set the short-term incentive "opportunity" ("compensation “opportunity” (“Target Award"Award”) for each Named Executive Officer in terms of a specified percentage of such officer'sofficer’s base salary.target incentive amountsTarget Awards payable under the EIP for achievement of the fiscal 20192022 goals are shown in the columns "Estimated“Estimated Future Payouts under Non-Equity Incentive Plan Awards"Awards” of the "Grants“Grants of Plan-Based Awards in Fiscal 2019"2022” table. All goals were established with threshold (50%), target (100%), exceptional (150%), and maximum (200%) payout levels, with the threshold, target, and maximum payouts requiring aintermediate payout levels for certain goals. All payout levels require significant level of execution and effort, and there is no assurance of goal achievement.20192022 for our Named Executive Officers, as a percentage of base salary, were measured against the Market Data median, as part of the Compensation Committee'sCommittee’s efforts to make such opportunities "Reasonable"“Reasonable” as described above. Though the Market Data median is instructive, the Compensation Committee also considers the other factors described under the section labeled "Reasonable"entitled “Reasonable” above when determining Target Awards for our Named Executive Officers.2019,2022, the following Target Awards were established, and were unchangedwhich represented an increase from fiscal 2018 (except2021 for Mr.Messrs. Mehrotra, whose target was increased from 150% to 200%Bhatia, Sadana, and for Mr. DeBoer, whose target was increased from 90% to 100%):Executive Officer % of Base
Salary Sanjay Mehrotra 200215 % David A. Zinsner100110 % 100110 % Scott J. DeBoer10090 % 100 % Sumit Sadana 120 %David A. Zinsner(1) 110 % 30 (1)| 2019 Proxy StatementTableMr. Murphy was appointed as our Executive Vice President and Chief Financial Officer, effective as of ContentsApril 18, 2022, and Mr. Zinsner resigned as our Executive Vice President and Chief Financial Officer, effective as of January 10, 2022.2019:Profitability;Achievement(includingincluding sales of certain NAND and DRAM products as a percentage of total sales)sales, growth of certain channel sales, and revenue from emerging technologies (10% weighting);Execution(objectiveobjective criteria/milestones related to NAND and DRAM, and 3D XPoint products)with an additional stretch goal for exceptional performance (10% weighting, plus potential stretch goal);Continued(costs as measured against(10% weighting);Company's fiscal 2019 plan);•Collaboration with our customers (as measured by Customer Business Review scores);new hire and•Responsiveness to/support senior leader levels; maintaining pay equity; increase retention of our customers (including quality scores provided by customers)underrepresented groups; and increase supplier diversity).believed:Company'sCompany’s performance against these corporate metrics, applied the percentage of achievement to plan and weighted the results according to the weightings established at the beginning of the year. After applying this formula, the Compensation Committee considered each Named Executive Officer'sOfficer’s performance over fiscal 20192022 and established a final EIP payout for fiscal 2019. 2022.37Executive Officer Bonus Paid Sanjay Mehrotra $ 3,435,275 Mark J. Murphy(1) 326,555 Manish Bhatia 904,511 Michael W. Bokan 558,983 Scott J. DeBoer 703,968 Sumit Sadana 1,057,727 David A. Zinsner(2) N/A 2019:Executive Officer % of Target
Achieved Bonus Paid 140 % $ 3,640,000 105 % 666,750 140 % 931,000 140 % 784,000 140 % 1,101,100 20192022 Long-Term Equity Incentivesshareholders'shareholders’ interests as their value is dependent upon the achievement of key operational milestones or stock price performance. To help retain executives, we also grant time-based restricted stock awards. The Compensation Committee reviews peer data related to the mix and types of long-term incentive compensation awards and works with its independent compensation consultant to determine the allocation and type of performance- and time-based awards to grant each fiscal year.setting fiscal 2019 compensation,2022, the Compensation Committee changedset the long-term incentive mix of long-term equity incentives for our Named Executive Officers to a higher percentage ofat 50% performance-based restricted stock units ("PRSUs"(“PRSUs”). The fiscal 2019 mix was 50% performance-based restricted stock and 50% time-based restricted stock. The fiscal 2018 mix was 25% options, 45% restricted stock and 30% PRSUs for all Named Executive Officers other than Mr. Zinsner, whose awards were a mix of 50% options and 50% restricted stock (as part of 31his compensation package set upon his hire in February 2018).awards. The Compensation Committee believes that increasing the mixa high percentage of PRSUs further emphasizes theMicron’s strong pay-for-performance“pay-for-performance” philosophy underlying theour executive compensation program.officers'officers’ performance and his recommendation as to the amount of their awards. Though the Market Data is instructive, the Compensation Committee also considered the other factors described under the section entitled “Reasonable” above when determining long-term equity incentive awards for our Named Executive Officers. For information on Mr. Mehrotra'sMehrotra’s long-term equity incentive award, please see the discussion below on CEO compensation.Officers'Officers’ fiscal 20192022 long-term equity incentives:Named Executive Officer Fiscal 2022 Long-Term Equity Incentives(1) Sanjay Mehrotra $ 23,500,000 Mark J. Murphy(2) 2,632,000 Manish Bhatia 8,000,000 Michael W. Bokan 4,500,000 Scott J. DeBoer 6,250,000 Sumit Sadana 8,250,000 David A. Zinsner(3) 7,000,000 Executive Officer Fiscal 2019 Long-
Term Equity
Incentives(1) $ 12,000,000 3,000,000 3,800,000 3,000,000 4,400,000 meetingapproval of the Compensation Committee. Historically,The Compensation Committee generally approves long-term incentive grantsawards granted to the Named Executive Officers are approved by the Compensation Committee on the same day as the grants to other executive officers. For purposes of our equity plans, fair market value is defined as the closing price of our Common Stock as quoted on Nasdaq for the last market-trading day prior to the date of grant.20192022Committee'sCommittee’s desire to link realized value to the Company’s long-term success and help align executive compensation with shareholder interests. For fiscal 2022, the Compensation Committee awarded PRSUs subject to performance metrics that measure the percentage of NAND bits shipped as part of certain high-value solutions (the “2022 High-Value Solutions PRSU Award”), the percentage of NAND bits shipped for a certain market segment (the “2022 Market Segment PRSU Award” and, together with the 2022 High-Value Solutions PRSU Award, the “2022 NAND PRSU Awards”), and relative TSR growth (the “2022 TSR PRSU Award”). The achievement of critical financialthe pre-determined goals for these awards requires a significant level of execution and operational objectiveseffort and ensure shareholder alignment. In fiscal 2019,there is no assurance of goal achievement. of PRSUs ("2019 PRSU Awards") comprised 50% of the target value of awards granted to our Named Executive Officers. 2019 PRSU Awards are eligible to be earned (or "banked"“banked”) during the second and third years of the three-year period covering fiscal years 2019, 2020,2022, 2023, and 2021, except for awards tied to company valuation, which are eligible to be banked during the two-year period covering fiscal years 2019 and 20202024 (the "Performance Period"“Performance Period”) based upon results against performance metrics set at the beginning of the Performance Period.Banking of Sharespursuant to a 2019under the 2022 High-Value Solutions PRSU AwardAwards, the 2022 Market Segment PRSU Awards, and the 2022 TSR PRSU Awards (together the “2022 PRSU Awards”) is determined by reference to theeach Named Executive Officer’s target number of PRSUs subject to the 2019 PRSU Award and the payout factor that results from actual performance versus pre-established performance metrics (each, a "Payout Factor"(the “Payout Factor”).2019 PRSU Awards are awarded based on the achievement of milestones in the following categories:•percentage of sales as high value solutions (35% weight);•free cash flow (40% weight);•company valuation (25% weight);, and•an "Adder" (see definition below) for stretch goals based on 3D XPoint milestones.32 | 2019 Proxy StatementPerformance is measured by a threshold, target, and a maximum payout for each performance category. Awards do not bank unless performance meets or exceeds the threshold established for each category. When performance results in achievement above the threshold and between performance levels, the applicable Payout Factor will be determined based on straight line interpolation.Determination of PayoutAchievement levels with respectsubject to the Payout Factor applicable to a 2019 PRSU Award are measured at the end of each applicable fiscal year of the Performance Period. No later than 60 days after the end of each fiscal year in the Performance Period (the "Certification Date"), our Compensation Committee determines and certifies the resulting Payout Factors as set forth above. PRSUs that are earned become "Banked PRSUs."In addition, the 2019 Payout Factors with respect to high-value solutions and free cash flow may be increased as a result of an adder upon achievement of 3D XPoint stretch milestones that the Compensation Committee believes represent significant progress in the development of next-generation products that will enhance long-term shareholder value (an "Adder").VestingPRSUs do not vest under the 2019 PRSU Award until the Certification Date that immediately follows the end of fiscal year 2020, when 50% of the then-unvested Banked PRSUs (for the avoidance of doubt, inclusive of any PRSUs becoming Banked PRSUs as of such Certification Date) will vest. Remaining Banked PRSUs and/or incremental PRSUs that become Banked PRSUs will vest as of the Certification Date that immediately follows the end of fiscal year 2021.Cap on PRSU Earning and Vestingbe earnedearn under all 20192022 PRSU Awards (taken together) during the Performance Period will not exceed two times the aggregate target number of PRSUs covered by all of a Named Executive Officers' 2019Officers’ 2022 PRSU Awards (the "2x Limit"“2x Limit”). As a result, our Named Executive Officers'Officers’ ability to earn and vest in any PRSUs is capped at the 2x Limit. Additionally, the maximum award of PRSUs may not exceed 5,000,000 shares of our Common Stock in any one calendar year to any one participant, as provided in the applicable equity incentive plan.39rTSR CAGR Achieved on a Measurement Date Payout Factor for the rTSR CAGR Less than -50 percentage points (“pp”) 0.0x -50pp (“rTSR Threshold”) 0.5x 0pp (“rTSR Target”) 1.0x +25pp (“rTSR Maximum”) 1.5x Greater than +25pp 1.5x 20192022” above).412019,2022, the Compensation Committee reviewed the Company'sCompany’s performance relative to the 2019 Performance Metrics,2021 PRSU Award metrics, applied the applicable 20192021 Payout Factors, determined that the Company had achieved an Adder milestone related to execution to 3D XPoint stretch goals, and certified that the following shares had been banked by our Named Executive Officers (other than Mr. Murphy) under the 20192021 PRSU Award:2019 Performance MetricTotal Shares Banked for
Fiscal 2019Performance(1) 2022 Performance under 2021 TSR PRSU Award High-value Solutions (35% weight)— 3D XPoint Adder164,674 35,735Free Cash Flow (40% weight)—3D XPoint Adder40,841 Company valuation (25% weight)116,094 192,670 Named Executive Officer Shares Banked for Fiscal 2022 Performance under 2021 TSR PRSU Award Shares Vested under 2021 TSR PRSU Award Sanjay Mehrotra 69,221 34,610 Manish Bhatia 22,450 11,225 Michael W. Bokan 13,096 6,548 Scott J. DeBoer 18,708 9,354 Sumit Sadana 24,321 12,160 David A. Zinsner(1) 16,878 8,439 ActualTotal Shares Banked for Fiscal 2022 Performance under 2021 High-Value Solutions Award 2021 High-Value Solutions Award 380,244 Named Executive Officer Shares Banked for Fiscal 2022 Performance under 2021 High-Value Solutions PRSU Award Shares Vested under 2021 High-Value Solutions PRSU Award Sanjay Mehrotra 178,090 89,045 Manish Bhatia 57,758 28,879 Michael W. Bokan 33,692 16,846 Scott J. DeBoer 48,132 24,066 Sumit Sadana 62,572 31,286 David A. Zinsner(1) N/A N/A were as follows: 33Total Shares Banked for Fiscal 2022 Performance under 2020 TSR PRSU Award 2020 TSR PRSU Award — Named Executive Officer Shares Banked for
Fiscal 2019
2022 Performance under 2020 TSR PRSU Award Shares Vested forFiscal 2019Performance under 2020 TSR PRSU Award Sanjay Mehrotra88,245—— 3,742 Manish Bhatia — 1,247 Michael W. Bokan — 499 Scott J. DeBoer — 936 Sumit Sadana — 1,373 David A. Zinsner 22,062— Manish Bhatia998 27,945—Scott J. DeBoer22,062— Sumit Sadana32,356— 192,670— Achievement of Performance-based RSUs Granted in Fiscal 2018In fiscal 2018, awards of PRSUs ("2018 PRSU Awards") comprised 30% of the target value of awards granted to our Named Executive Officers, except with respect to Mr. Zinsner, who received a mix of 50% options and 50% time-based restricted stock as part of his new hire package. 2018 PRSU Awards are eligible to be earned during the three-year period covering fiscal years 2018, 2019, and 2020 based on results against two-year performance metrics plus a one-year service period.2018 PRSU Awards are awarded based on the achievement of milestones in the following categories:•DRAM technology ramp;•NAND technology ramp; and•Company valuation.In October 2019, the Compensation Committee reviewed the Company's performance relative to the performance milestones set forth in the 2018 PRSU Award and certified that the following shares had been banked under the 2018 PRSU Award for the fiscal 2019 period:2018 Performance MetricTotal Shares Banked for
Fiscal 2019Performance(1) 2022 Performance under 2020 High-Value Solutions Award DRAM technology ramp (25% weight)—NAND technology ramp (25% weight)2020 High-Value Solutions Award — Company valuation (50% weight)116,454 116,454 (1)Actual PRSUs banked by our Named Executive Officers were as follows:Named Executive Officer Shares Banked for
Fiscal 2019
2022 Performance under 2020 High-Value Solutions PRSU Award Shares Vested forFiscal 2019Performance(2) under 2020 High-Value Solutions PRSU Award Sanjay Mehrotra57,366—Manish Bhatia21,800Sanjay Mehrotra — 141,252 — 47,084 Michael W. Bokan — 18,834 Scott J. DeBoer 14,342— 35,314 22,946— 51,792 116,454David A. Zinsner— 37,667 (2)Subject to continued employment through fiscal 2020.34 43| 2019 Proxy StatementRSUsRSAsunits ("RSUs"awards (“RSAs”) support retention and are linked to shareholder value and ownership. Annual RSUsRSAs granted in fiscal 2022 vest ratably over three years from the date of grant, subject to continued employment. In fiscal 2019, RSUs2022, RSAs comprised 50% of the target value of the long-term incentive awards granted.20192022 Employee Benefitsminor in scope and amount, and are not considered to be material elements of compensation.following charts show one-year relative TSR data, three-year relative TSR data, and CEO compensation for us and our Compensation Peer Group. The information presented in the one-year TSR chart below is based on closing prices of our Common Stock on August 29, 2018, and August 29, 2019, and represents the rates of return of our Common Stock reflecting price appreciation plus reinvestment of any dividends and the compounding effect of any dividends paid on reinvested dividends. The information presented in the three-year TSR chart below is based on closing prices of our Common Stock on August 29, 2016, and August 29, 2019, and represents the rates of return of our Common Stock reflecting price appreciation plus reinvestment of any dividends and the compounding effect of any dividends paid on reinvested dividends.One-Year TSR for 2019 Ranked Peer Comparison
Three-Year TSR for 2019 Ranked Peer Comparison
36 | 2019 Proxy StatementThe CEO pay information presented in the chart below representsCommittee considered peer compensation data via proxy statements presented to the Compensation Committeeit in July 2018. The 50th percentile presentedOctober 2021 and Market Data in the charts below representssetting Mr. Mehrotra’s target total target direct compensation (i.e., the sum of base salary, target short-term incentive compensation, and target long-term incentive compensation).2018 CEO Pay Ranked Peer Comparison
The Compensation Committee considered this data (except for fiscal 2019 TSR since 2022.Mehrotra's compensation was set early in fiscal 2019) and Market Data in setting Mr. Mehrotra's total target direct compensation for fiscal 2019.Mr. Mehrotra'sMehrotra’s compensation is comprised of the following elements:Mehrotra'sMehrotra’s annual base salary for fiscal 20192022 was $1,300,000. Market Data showed that Mr. Mehrotra's base salary was at the 75th percentile for CEOs in our Compensation Peer Group.Mehrotra'sMehrotra’s short-term incentive target was 200%215% of his base salary for fiscal 2019. Market Data showed that a short-term incentive of 200% of base salary was at the 75th percentile for CEOs in our Compensation Peer Group.Mehrotra'sMehrotra’s long-term equity incentive compensation opportunity for fiscal 20192022 was $12,000,000.$23,500,000. Mr. Mehrotra'sMehrotra’s equity awards were comprised of 50% time-based restricted stock and 50% performance-based restricted stock units. Market Data showed that Mr. Mehrotra's long-term equity incentive was at the 75th percentile for our Compensation Peer Group.Mehrotra'sMehrotra’s long-term incentive awards:Fiscal 2022 Awards Number of Shares / Units(1) Grant Date Fair Value(1) Time-based Restricted Stock 176,109 $ 11,749,992 Performance-based Restricted Stock Units 162,000 11,749,973 338,109 $ 23,499,965 Awards Number of
Options/
Shares(1) Grant Date Fair
Value(1) 141,710 $ 6,000,001 132,868 5,999,962 274,578 $ 11,999,963 Mehrotra'sMehrotra’s long-term incentive award is also included in the "Grants“Grants of Plan-Based Awards in Fiscal 2019"2022” table. The time-based share amounts are listed in the column "All“All Other Stock Awards: Number of Shares of Stock or Units,"” and the performance-based share amounts are listed in the column "Estimated“Estimated Future Payouts under Equity Incentive Plan Awards."” The values included in those tables reflect the grant-date fair value under USU.S. GAAP.(2)Mr. Mehrotra banked 88,245 shares based on achievement of the 2019 Performance Metrics. Please see "–Fiscal 2019 Executive Compensation–Fiscal 2019 Long-Term Equity Incentives" above.20192022 Summary Compensation Table for additional information.ArrangementsArrangements"Executive Agreement"“Executive Agreement”) providing for severance benefits in certain circumstances. The Executive Agreement provides that if Mr. Mehrotra'sMehrotra’s employment is terminated (i) as result of his death or "disability,"“disability,” (ii) by us without "cause"“cause” or (iii) as a result of Mr. Mehrotra'sMehrotra’s resignation for "good“good reason,"” then in addition to receiving his accrued base salary, accrued vacation pay, and other earned and vested employee benefits, Mr. Mehrotra will receive the following severance benefits:Mehrotra'sMehrotra’s salary in effect upon the date of termination paid in installments during the one-year period following termination (or paid in a lump sum if Mr. Mehrotra'sMehrotra’s termination of employment occurs on, or within 12 months after, a "change“Change in control"Control”);Mehrotra'sMehrotra’s target annual bonus under the EIP for the year of termination paid on the one-year anniversary of Mr. Mehrotra'sMehrotra’s termination;Mehrotra'sMehrotra’s termination of employment; and38 •| 2019 Proxy Statement•Mehrotra'sMehrotra’s severance benefits become payable on account of his "good reason"“good reason” resignation prior to a "change“Change in control," the unvested portion of his sign-on equity award will be forfeitedControl” and in addition, if Mr. Mehrotra becomes employed within one year of his termination of employment, the unpaid portion of his salary continuation benefit will be forfeited. The Executive Agreement also includes a "cut-back"“cut-back” provision, which provides that Mr. Mehrotra'sMehrotra’s benefits under the Executive Agreement will be reduced so that no excise tax will apply under Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), if such reduction will result in a higher net after-tax benefit to Mr. Mehrotra. The Executive Agreement does not provide a tax gross-up for any such tax. Mr. Mehrotra'sMehrotra’s entitlement to the benefits provided under the Executive Agreement are conditioned on Mr. Mehrotra signing a release of claims in favor of Micron and on Mr. Mehrotra'sMehrotra’s compliance with terms of our non-competition, non-solicitation, and non-disclosure agreement.45"NEO“NEO Severance Agreements"Agreements”). The NEO Severance Agreements provide for severance benefits upon certain terminations of employment. These benefits begin upon a "separation“separation of service"service” as defined in Section 409A of the Code, regardless of when a termination of employment or loss of officer status occurs, and ends after one year (or 18 months if termination occurs within 12 months of a changeChange in control)Control). We believe severance agreements for certain of our officers are in the best interests of us and our shareholders, in that they help us attract and retain qualified executive talent, promote candid discussion among our officers, help provide for a smooth transition when there is a change in management, provide the officer with benefits in consideration of a promise not to compete with us after termination of employment, and release us, and our officers, directors, employees, and agents from any and all claims.shares.equity awards. With respect to cash and equity awards that are performance-based, the Named Executive Officer is entitled to receive such awards only if the goals are achieved before or during the 12- or 18-month period following termination of employment. Such terminatedTerminated Named Executive Officers are not entitled to receive any new awards under our equity plans or the EIP or to the payment of any compensation that would be deferred past the 12- or 18-month period following termination of employment due to payment criteria of an incentive program, as those criteria exist as of the date of termination. Notwithstanding the discussion above, the NEO Severance Agreements for Messrs. DeBoer and Bokan do not provide for enhanced benefits upon separation in connection with a Change in Control and provide for immediate vesting of their outstanding equity awards at the time of termination of their employment, subject to proration for time-based and performance-based awards, with no credit for service beyond the time of termination of employment. Mr. Bhatia's severance agreementMurphy’s NEO Severance Agreement also provides for accelerationthat in connection with certain terminations of employment any unvested shares granted in connection withas part of his hiring, with any shares that remain unvestednew hire equity award will continue to vest at the end ofsame time and in the 12- or 18-month period following termination of employment becoming 100% vested and earned onsame amounts as if he had remained an employee through the last day of such period.Officer'sOfficer’s termination of employment or change in officer status that lasts indefinitely. However, we may disclose such information if we determine, in our sole discretion, it is either required by law to be disclosed or necessary to be disclosed to serve a valid business purpose; and 39•"Potential“Potential Payments Upon Termination or Change in Control"Control” on page 4958 for a description of the estimated severance amounts as of the end of fiscal 20192022 for Messrs. Mehrotra, Zinsner,Murphy, Bhatia, Bokan, DeBoer, and Sadana.changeChange in controlControl agreements for our Named Executive Officers and directors. The Executive Agreement and the NEO Severance Agreements referenced above provide for transitional benefits in the event of termination of employment, including following a changeChange in control.Control. In addition, under the terms of our EIP and our equity compensation plans, awards may be substituted, assumed, or accelerated upon a changeChange in control,Control, depending upon the circumstances. In August 2016, the Compensation Committee amended ourOur equity plans to replace "single-trigger" vesting provisions with "double-trigger"provide for “double-trigger” vesting provisions in the event of a changeChange in control.Control. As a result, if awards granted after August 25, 2016, are assumed by a successor in connection with a changeChange in control,Control, such awards will not automatically vest and pay out solely as a result of the changeChange in control.Control. Instead, such awards will only vest if within one year after the effective date of the changeChange in control,Control, the participant'sparticipant’s employment is terminated without cause or, in the case of certain participants including our Named Executive Officers, if the participant resigns for good reason. Time-basedIn the case of Messrs. DeBoer and Bokan, their NEO Severance Agreements provide for immediate vesting of their unvested equity awards granted priorupon termination of employment, subject to August 25, 2016, become fully vested or the applicable restrictions lapse upon a change in control. Performance-based awards granted prior to August 25, 2016, are treatedproration as if all required performance goals were satisfied and are paid within 30 days on a pro-rata basis based on the amount of the performance period completed as of the date of the change in control.described above. The compensation that Named Executive Officers could receive if a change of controlChange in Control occurs is intended to enable them to objectively evaluate whether a potential changeChange in controlControl is in the best interest of us and our shareholders. EstimatedThe estimated value that the Named Executive Officers could receive from our changeChange in controlControl provisions can be found in "Potential“Potential Payments Upon Termination or Change in Control"Control” on page 49.certain of our Named Executive Officers (and, starting for our fiscal 2019, paid per person to all of our Named Executive Officers and certain other current or former executive officers). Prior to fiscal 2019, qualifying performance-based compensation was not subject to the deduction limit if certain requirements were met. The key components of our long-term incentives in the form of stock option grants and performance-based restricted stock unit awards were designed to comply with these requirements. Awards under the EIP also generally were designed to comply with the statute. A number of requirements must be met for particular compensation to qualify, however, there can be no assurance that such compensation will be fully deductible under all circumstances.officers. Although the Compensation Committee considers the deductibility of compensation under Section 162(m) whenever practicable,, it reserves the right to grant or approve compensation or awards that may be non-deductible when it believes such compensation or awards are in our and our shareholders'shareholders’ best interests.a companythe Company in the best interests of the shareholders if they are also shareholders. The minimum ownership guideline for our CEO is to hold shares with a value equal to five times his base salary. Messrs. Zinsner,Murphy, Bhatia, Bokan, DeBoer, and Sadana are required to hold shares with a value equal to three times their base salary. Executive officers are given five years to meet the ownership guidelines. The Governance and Sustainability Committee reviews the Ownership Guidelinesstock ownership guidelines annually and monitors each covered executive'sexecutive’s progress toward, and continued compliance with, the guidelines. Stock sales restrictions may be imposed upon executive officers if the stock ownership guidelines are not met. All our executive officers are in compliance with the guidelines.47Executive Officer Guideline Multiplier Guideline Amount(1) Compliance with Guideline Sanjay Mehrotra 5 $ 7,090,000 Yes Mark J. Murphy 3 2,100,000 Yes Manish Bhatia 3 2,189,250 Yes Michael W. Bokan 3 1,653,600 Yes Scott J. DeBoer 3 1,874,250 Yes Sumit Sadana 3 2,346,750 Yes Executive Officer Guideline
Multiplier Guideline
Amount(1) Compliance
with
Guideline 5 $ 6,750,000 Yes 3 1,986,000 Yes 3 2,085,000 Yes 3 1,785,000 Yes 3 2,235,000 Yes 1723 for information on stock ownership guidelines for our directors.of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.The Compensation Committee
Richard M. BeyerPatrick J. Byrne
Robert E. Switz
MaryAnn Wright2019.2022. During fiscal 2019,2022, none of our executive officers served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served on our Compensation Committee or Board of Directors.Board.412022 Proxy Statement20192022 SUMMARY COMPENSATION TABLE2019, 2018,2022, 2021, and 2017.Name and Principal Position Year Salary(1)(2) Bonus (3) Stock Awards(4)(5) Non-Equity Incentive Plan Compensation(6) All Other Compensation(7) Total Sanjay Mehrotra 2022 $ 1,409,893 $ — $ 23,499,965 $ 3,435,275 $ 495,676 $ 28,840,809 President and Chief 2021 1,350,000 — 18,499,995 4,800,600 666,114 25,316,709 Executive Officer 2020 1,369,039 — 14,999,989 3,591,001 35,459 19,995,488 Mark J. Murphy 2022 266,538 250,000 12,631,963 326,555 99,986 13,575,042 Executive Vice President and Chief Financial Officer Manish Bhatia 2022 725,607 — 7,999,991 904,511 8,887,720 18,517,829 Executive Vice President, 2021 695,000 — 5,999,969 1,235,710 622,194 8,552,873 Global Operations 2020 704,211 — 5,000,012 924,351 583,785 7,212,359 Michael W. Bokan 2022 547,480 — 4,500,043 558,983 18,088 5,624,594 Senior Vice President, Worldwide Sales(8) Scott J. DeBoer 2022 621,203 — 6,249,944 703,968 17,450 7,592,565 Executive Vice President, 2021 595,000 — 4,999,957 1,057,910 15,700 6,668,567 Technology and Products 2020 601,596 — 3,750,026 791,351 16,887 5,159,860 Sumit Sadana 2022 777,809 — 8,250,001 1,057,727 15,893 10,101,430 Executive Vice President 2021 745,000 — 6,500,005 1,457,071 14,500 8,716,576 and Chief Business Officer(9) 2020 755,173 — 5,500,013 1,089,936 14,250 7,359,372 David A. Zinsner 2022 257,671 — 7,000,029 — 9,480 7,267,180 Former Executive Vice President & 2021 662,000 — 4,999,957 1,177,036 14,500 6,853,493 Chief Financial Officer 2020 670,992 — 4,000,021 880,461 17,531 5,569,005 Name and Principal Position Year Salary(1) Stock
Awards(2)(3) Option
Awards(4)(5) Non-Equity
Incentive Plan
Compensation(6) All Other
Compensation(7) Total 2019 $ 1,286,154 $ 11,999,963 $ — $ 3,640,000 $ 18,634 $ 16,944,751 2018 1,200,000 7,499,952 2,500,001 3,000,000 41,630 14,241,583 2017 387,692 6,885,622 6,885,790 1,147,253 66,669 15,373,026 2019 632,923 3,000,019 — 666,750 14,000 4,313,692 2018 331,462 2,124,998 2,124,997 493,105 235,202 5,309,764 2019 660,846 3,800,003 — 931,000 1,240,618 6,632,467 2018 559,289 7,850,023 950,000 918,221 177,873 10,455,406 2019 554,462 3,000,019 — 784,000 15,662 4,354,143 2018 511,154 1,875,032 625,000 936,000 139,029 4,086,215 2017 470,000 1,499,986 499,998 752,000 14,500 3,236,484 2019 709,462 4,399,958 — 1,101,100 14,000 6,224,520 2018 675,000 2,999,945 999,997 1,485,000 23,356 6,183,298 Mehrotra joined the CompanyMurphy was appointed as our Executive Vice President and Chief Executive Office in May 2017Financial Officer, effective as of April 18, 2022, and his annual base salary for fiscal 20172022 was $1,200,000.$700,000. Fiscal 2022 amount for Mr. Zinsner joinedrepresents salary earned up to his resignation from the Company effective as Senior Vice Presidentof January 10, 2022.Chief Financial Officer in February 20182021 each contained 52 weeks and his annual basefiscal 2020 contained 53 weeks. The amounts shown for salary for 2020 include an additional week as compared to 2022 and 2021 in accordance with our fiscal 2018 was $620,000. calendar.Bhatia joinedMurphy received a cash signing bonus upon joining the Company as Executive Vice President in October 2017 and his annual base salary for fiscal 2018 was $635,000.Company.(2)grant-dategrant date fair values for the stock awards are based on the closing price on the last market-tradingmarket trading day prior to the date of grant. The grant date fair value of the performance-based awards granted in fiscal 2019, 2018,2022, 2021, and 20172020 was computed by multiplying (i) the target number of restricted shares or units awarded to each Named Executive Officer, which was the assumed probable outcome as of the grant date, by (ii) either (a) the closing price of our Common Stock on the last market-tradingmarket trading day prior to the date of grant if the performance goal had a performance condition;grant; or (b) the fair value per share as calculated by the use of a Monte-CarloMonte Carlo simulation, which represents the most likely value ofif the award if the performance goal had a market condition.condition performance goal. Although the assumed probable outcome as of the grant date was achievement at the target level, the terms of the awards for performance-based restricted stock unit awards granted in 2019, 2018,fiscal 2022, 2021, and 20172020 also provide for achievement of up to 200% of the target amount ("maximum"(“maximum”).49grant-dategrant date fair value of stock awards for the periods presented assuming achievement at the maximum level for such performance-based awards:awards. Grant date fair values for both the target and maximum levels are consistent with the amounts used to determine compensation cost under Accounting Standards Codification 718.2022 2021 2020 Executive Officer Time-based Stock Award Performance-based Stock Award at Maximum Level Total Stock Awards Time-based Stock Award Performance-based Stock Award at Maximum Level Total Stock Awards Time-based Stock Award Performance-based Stock Award at Maximum Level Total Stock Awards Sanjay Mehrotra $ 11,749,992 $ 21,502,435 $ 33,252,427 $ 9,249,995 $ 16,927,511 $ 26,177,506 $ 7,499,991 $ 13,561,648 $ 21,061,639 Mark J. Murphy 6,315,978 11,558,203 17,874,181 Manish Bhatia 3,999,997 7,319,981 11,319,978 3,000,002 5,489,918 8,489,920 2,500,013 4,520,545 7,020,558 Michael W. Bokan 2,249,999 4,117,537 6,367,536 Scott J. DeBoer 3,125,031 5,718,586 8,843,617 2,499,976 4,574,983 7,074,959 1,874,986 3,390,485 5,265,471 Sumit Sadana 4,125,031 7,548,641 11,673,672 3,249,990 5,947,520 9,197,510 2,750,014 4,972,609 7,722,623 David A. Zinsner 3,499,998 6,405,154 9,905,152 2,499,976 4,574,983 7,074,959 2,000,010 3,616,464 5,616,474 42 (5)| 2019 Proxy StatementTableAmount shown for Mr. Murphy includes $9,999,999 in respect of Contents 2019 2018 2017 Executive Officer Time-
based
Stock
Award Performance-
based Stock
Award at
Maximum
Level Total
Stock
Awards Time-
based
Stock
Award Performance-
based Stock
Award at
Maximum
Level Total
Stock
Awards Time-
based
Stock
Award Performance-
based Stock
Award at
Maximum
Level Total
Stock
Awards $ 6,000,001 $ 10,499,942 $ 16,499,943 $ 4,499,992 $ 4,499,943 $ 8,999,935 $ 6,885,622 $ — $ 6,885,622 1,499,979 2,625,056 4,125,035 2,124,998 — 2,124,998 1,900,008 3,324,990 5,224,998 6,709,971 1,710,089 8,420,060 1,499,979 2,625,056 4,125,035 1,124,988 1,125,082 2,250,070 899,993 899,985 1,799,978 2,199,986 3,849,962 6,049,948 1,800,005 1,799,900 3,599,905 (3)Mr. Zinsner's amount in fiscal 2018 includes $999,986 for his new hire equity awards, in the form of both time-based restricted stock.stock and performance-based restricted units. Mr. Bhatia's amount in fiscal 2018 includes $4,999,985 for his new hire equityZinsner’s awards in the form of time-based restricted stock.(4)Assumptions used in determining the grant-date fair values of option awards are set forth in the "Equity Plans" note to the financial statements included in our annual reports on Form 10-K for fiscal years 2019, 2018, and 2017, which note is incorporated herein by reference.(5)Mr. Zinsner's amount in fiscal 2018 includes $999,992 for2022 were forfeited due to his new hire equity awards.2019, $14,0002022, $15,250 was contributed for each of Messrs. Mehrotra, Zinsner, Bhatia, Bokan, DeBoer, and Sadana.Sadana, $12,115 for Mr. Murphy, and $2,399 for Mr. Zinsner. Includes matching contributions paid by us pursuant to our Health Savings Accountfor health savings accounts in fiscal 20192022 for Messrs. Murphy, Bokan, and DeBoer and award points and tax gross-ups for the award points paid by us to each of the Named Executive Officers in fiscal 2022. Includes personal security arrangements paid by us for Mr. DeBoerMehrotra in the amount of $1,000. $478,993. While we do not consider personal security measures to be a personal benefit, but instead appropriate expenses for the benefit of the Company that arise out of our executive’s employment responsibilities and that are necessary to his or her job performance and to ensure the safety of our executives and their family, amounts represent payments for personal security arrangements. In determining to authorize these security arrangements, the Compensation Committee evaluated the need to respond to specific incidents and threats, and reviewed recommendations from a leading security firm. In addition, the Compensation Committee has established a policy to review personal security costs quarterly. The Security Committee also has an annual process for oversight of the nature of security measures and will discontinue, adjust, or enhance security as appropriate.20192022 also includedincludes the following for each of the Named Executive Officers:Officers mentioned below:MehrotraMurphy includes $1,626 for commuting expenses. Also includes $3,008$47,665 in relocation expense and $39,554 for a reimbursement of federal, state, and other income taxes resulting from imputed income related to his commuting expenses.income.•Amount for Mr. DeBoer includes $252 for a reimbursement of federal, state, and other income taxes from income related to a non-cash innovation award.•includesinclude estimated tax equalization payments of $8,388,304 related to his overseas assignment in Singapore.including $97,002in fiscal 2022. As a result, he is subject to the deemed exercise rule upon exit with respect to his unvested restricted equity awards granted during his Singapore expatriate assignment and is required to pay Singapore taxes as if gains were realized. We estimate tax equalization of $8,388,304 to be paid by us for Mr. Bhatia for fiscal 2022 and expect that all or a portion of the payment will be recovered by us over the next few years with foreign tax credits or Singapore tax refunds when those restricted equity awards granted during his Singapore expatriate assignment vest or forfeit.$318,877$330,251 in housing expenses, $76,579$68,088 in education assistance, $645,812 for reimbursement of federal, state,automobile expenses, and other income taxes resulting from imputed income and $88,348$56,035 in miscellaneous expense.expenses related to his expatriate assignment. 43(8)Mr. Bokan’s compensation for fiscal 2021 and 2020 is not presented because he was not a Named Executive Officer for those fiscal years.51201920222019.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 NA $ 1,524,350 $ 3,048,700 $ 6,097,400 10/13/21 36,973 162,000 324,000 $ 11,749,973 10/13/21 176,109 11,749,992 Mark J. Murphy(5) NA 144,904 289,808 579,615 04/18/22 18,692 82,412 164,824 6,315,985 04/18/22 90,061 6,315,978 Manish Bhatia NA 401,363 802,725 1,605,450 10/13/21 12,587 55,149 110,298 3,999,994 10/13/21 59,952 3,999,997 Michael W. Bokan NA 248,040 496,080 992,160 10/13/21 7,080 31,022 62,044 2,250,045 10/13/21 33,723 2,249,999 Scott J. DeBoer NA 312,375 624,750 1,249,500 10/13/21 9,833 43,084 86,168 3,124,913 10/13/21 46,838 3,125,031 Sumit Sadana NA 469,350 938,700 1,877,400 10/13/21 12,980 56,872 113,744 4,124,971 10/13/21 61,826 4,125,031 David A. Zinsner(5) NA 393,223 786,445 1,572,890 10/13/21 11,013 48,256 96,512 3,500,031 10/13/21 52,458 3,499,998 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 Grant Date
Fair Value
of Stock (or Name Grant Date Threshold Target Max Threshold Target Max Units(3) Units)(4)
NA
$
1,300,000
$
2,600,000
$
5,200,000
10/16/18
33,217
132,868
265,736
$
5,999,962
10/16/18
141,710
6,000,001
NA
317,500
635,000
1,270,000
10/16/18
8,305
33,218
66,436
1,500,040
10/16/18
35,427
1,499,979
NA
332,500
665,000
1,330,000
10/16/18
10,519
42,075
84,150
1,899,995
10/16/18
44,875
1,900,008
NA
280,000
560,000
1,120,000
10/16/18
8,305
33,218
66,436
1,500,040
10/16/18
35,427
1,499,979
NA
393,250
786,500
1,573,000
10/16/18
12,180
48,718
97,436
2,199,972
10/16/18
51,960
2,199,986 20192022 under the EIP. Payment of bonuses under the EIP is dependent upon meeting specified performance goals. A description of the performance milestones associated with such bonuses is included in the "Compensation“Compensation Discussion and Analysis."20192022 under the Amended and Restated 2004 Equity Incentive2007 Plan (the "2004 Plan") with performance-based and market-based restrictions. The threshold amounts shown relate solely to the 2022 TSR PRSU Awards. For the 2022 High-Value Solutions PRSU Awards and the 2022 Market Segment PRSU Awards, achievement at the relevant threshold level results in no payout. For all PRSU awards, achievement between the threshold level and the maximum level is paid out based on interpolation between performance levels. Information related to the performance-based and market-based restrictions associated with these shares is contained in "Compensation“Compensation Discussion and Analysis."20192022 under the 20042007 Plan with time-based restrictions. Time-based restrictions on these awards lapse in three equal installments over a three-year period from the date of the award.grant if the performance goal had a performance condition;grant; or (b) the fair valueofif the award if the performance goal had a market condition.condition performance goal.20042007 Plan is to promote our success by linking the personal interests of our employees officers, and consultantsofficers to those of our shareholders, and by providing participants with an incentive for outstanding performance. Permissible awards under the 20042007 Plan include: options, restricted stock, restricted44 | 2019 Proxy Statementand restricted stock units, and dividend equivalent rights under the 20042007 Plan. Options granted under the 20042007 Plan have an exercise price equal to the fair market value (as defined by the 20042007 Plan) on the date of grant and, since March 2014, a term of eight years. For purposes of share counting, each restricted stock unit or share of restricted stock issued under the 20042007 Plan reduces the number of shares available for issuance by two.2019,2022, the Compensation Committee reviewed the goals established under the EIP for fiscal 20192022 and certified achievement of results.free cash flowa NAND market segment metric and a company valuation metric. Please see "Fiscal 2019“Fiscal 2022 Executive Compensation–Compensation – Fiscal 20192022 Long-Term Incentive Awards"Equity Incentives” section of the "Compensation“Compensation Discussion and Analysis."” The number of shares that will be received at the end of the three years varies between 0% and 200% of the targeted share amount and is dependent upon the level of achievement. All threshold, target, and maximum amounts require significant execution and effort with no assurance of achievement guaranteed. In the absence of at least the threshold targets being achieved, the restrictions will not lapse and the shares will be forfeited.infor fiscal 20192022 as a result of achievement of certain goals. Please see the "Fiscal 2019“Fiscal 2022 Executive Compensation–Compensation – Fiscal 20192022 Short-Term Incentive Awards"Awards” section of the "Compensation“Compensation Discussion and Analysis."” 45532019 FISCAL 2022 YEAR-ENDAugust 29, 2019,September 1, 2022, by our Named Executive Officers.Option Awards Stock Awards Number of Securities Underlying Unexercised Options Option Exercise Price
($)Option Expiration Date Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(1) Name Exercisable
(#)Unexercisable
(#)Number
(#)Market Value($)(1) Sanjay Mehrotra 471,976 $ 28.20 5/8/2025 53,810 (2) $ 3,083,851 3,579 (3) $ 205,112 140,308 41.56 10/24/2025 118,727 (4) 6,804,244 135,115 (5) 7,743,441 176,109 (6) 10,092,807 75,240 (7) 4,312,004 89,045 (8) 5,103,169 44,027 (9) 2,523,187 44,027 (10) 2,523,187 73,946 (11) 4,237,845 Mark J. Murphy 90,061 (12) 5,161,396 22,515 (9) 1,290,335 22,515 (10) 1,290,335 37,382 (11) 2,142,362 Manish Bhatia 53,317 41.56 10/24/2025 17,937 (2) 1,027,969 1,200 (3) 68,772 38,506 (4) 2,206,779 45,328 (5) 2,597,748 59,952 (6) 3,435,849 24,402 (7) 1,398,479 28,879 (8) 1,655,055 14,988 (9) 858,962 14,988 (10) 858,962 25,173 (11) 1,442,665 Michael W. Bokan 5,590 18.18 10/14/2023 7,175 (2) 411,199 480 (3) 27,509 23,501 17.41 10/19/2024 22,462 (4) 1,287,297 18,124 (5) 1,038,686 11,365 41.56 10/24/2025 33,723 (6) 1,932,665 14,235 (7) 815,808 16,846 (8) 965,444 8,431 (9) 483,181 8,431 (10) 483,181 14,160 (11) 811,510 Scott J. DeBoer 8,770 41.56 10/24/2025 13,452 (2) 770,934 896 (3) 51,350 32,088 (4) 1,838,963 33,834 (5) 1,939,027 46,838 (6) 2,684,286 20,335 (7) 1,165,399 24,066 (8) 1,379,222 11,709 (9) 671,043 11,709 (10) 671,043 19,666 (11) 1,127,058 Option Awards Stock Awards Number of Securities
Underlying Unexercised
Options Option
Exercise Option Number of Shares or
Units of Stock That
Have Not Vested Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units Name Exercisable
(#) Unexercisable
(#) Price
($) Expiration
Date Number
(#) Market
Value(1)($) That Have Not
Vested(#) or Other Rights That
Have Not Vested(1)($)
285,987
285,989
(2)
$
28.20
5/8/2025
122,086
(3)
$
5,453,582
18,046
(4)
$
806,115
35,077
105,231
(5)
41.56
10/24/2025
72,185
(6)
3,224,504
18,046
(7)
806,115
141,710
(8)
6,330,186
28,683
(9)
1,281,270
56,684
(10)
2,532,074
49,598
(11)
2,215,543
26,586
(12)
1,187,597
27,166
81,503
(13)
44.21
2/19/2026
36,051
(14)
1,610,398
14,171
(10)
633,019
35,427
(8)
1,582,524
12,400
(11)
553,908
6,647
(12)
296,921
13,329
39,988
(5)
41.56
10/24/2025
46,411
(15)
2,073,179
6,858
(4)
306,347
27,430
(6)
1,225,298
6,858
(7)
306,347
44,875
(8)
2,004,566
10,900
(9)
486,903
17,950
(10)
801,827
15,706
(11)
701,587
8,419
(12)
376,077
13,694
13,695
(16)
18.18
10/14/2023
10,916
(17)
487,618
17,231
(18)
769,709
16,320
32,640
(19)
17.41
10/19/2024
25,847
(20)
1,154,585
11,062
(21)
494,140
8,769
26,308
(5)
41.56
10/24/2025
18,046
(6)
806,115
4,512
(4)
201,551
35,427
(8)
1,582,524
4,512
(7)
201,551
7,171
(9)
320,329
14,171
(10)
633,019
12,400
(11)
553,908
6,647
(12)
296,921
29,042
29,043
(22)
31.89
6/23/2025
12,543
(23)
560,296
7,218
(4)
322,428
14,030
42,093
(5)
41.56
10/24/2025
28,874
(6)
1,289,802
7,218
(7)
322,428
51,960
(8)
2,321,053
11,473
(9)
512,499
20,784
(10)
928,421
18,186
(11)
812,369
9,748
(12)
435,443 Option Awards Stock Awards Number of Securities Underlying Unexercised Options Option Exercise Price
($)Option Expiration Date Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(1) Name Exercisable
(#)Unexercisable
(#)Number
(#)Market Value($)(1) Sumit Sadana 14,031 41.56 10/24/2025 19,730 (2) 1,130,726 1,311 (3) 75,133 41,715 (4) 2,390,687 49,485 (5) 2,835,985 61,826 (6) 3,543,248 26,436 (7) 1,515,047 31,286 (8) 1,793,001 15,456 (9) 885,783 15,456 (10) 885,783 25,960 (11) 1,487,768 David A. Zinsner 956 (3) 54,788 36,088 (5) 2,068,203 20,335 (7) 1,165,399 $44.67,$57.31, the closing price of our Common Stock on August 29, 2019.Options vestMay 8, 2020October 16, 2022 and May 8, 2021.(3)May 8, 2020October 13, 2022, October 13, 2023, and May 8, 2021.October 13, 2024.46 (7)| 2019 Proxy Statement(4)onin October 24, 2020 upon2022 and October 2023 based on the achievement of a DRAM technology rampan rTSR goal through the fourth quarter of fiscal 2019.(5)Options vest in equal installments on October 24, 2019, October 24, 2020,2022 and October 24, 2021.(6)Restrictions on shares lapse on October 24, 2019 and October 24, 2020.(7)onin October 24, 2020 upon2022 and October 2023 based on the achievement of a NAND technology ramphigh value solutions sales goal through the fourth quarter of fiscal 2019.(8)Restrictions on shares lapse on October 16, 2019, October 16, 2020, and October 16, 2021.onin October 24, 2020 upon2023 and October 2024 based on the achievement of a company valuationNAND high value solutions sales goal through the fourth quarter of fiscal 2019.onin October 16, 20212023 and October 2024 based on the achievement of a free cash flowNAND market segment goal through the fourth quarter of fiscal year 2021.onin October 16, 20212023 and October 2024 based on the achievement of a high value solutions salesan rTSR goal through the fourth quarter of fiscal year 2021.Represents the target number of restricted stock units. Performance-based restrictionsstock unitsshares lapsed or will lapse, on October 16, 2021 based on the achievement of a company valuation goal through the fourth quarter of fiscal year 2020.(13)Options vestas applicable, in equal installments on February 19, 2020, February 19, 2021,April 18, 2023, April 18, 2024, and February 19, 2022.April 18, 2025.(14)Restrictions on shares lapse in equal installments on February 19, 2020, February 19, 2021, and February 19, 2022.(15)Restrictions on shares lapse on October 16, 2019, October 16, 2020, and October 16, 2021.(16)Options vested on October 14, 2019.(17)Restrictions on shares lapsed on October 14, 2019.(18)Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse upon the achievement of an ROA goal through the fourth quarter of fiscal 2019. The shares were released at 200% on October 16, 2019.(19)Options vest in equal installments on October 19, 2019 and October 19, 2020.(20)Restrictions on shares lapse in equal installments on October 19, 2019 and October 19, 2020.(21)Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse upon the achievement of a relative TSR goal through the fourth quarter of fiscal 2019. The shares were released at 200% on October 16, 2019.(22)Options vest in equal installments on June 23, 2020 and June 23, 2021.(23)Restrictions on shares lapse in equal installments on June 23, 2020 and June 23, 2021.55 472019202220192022 and the value realized. Option Awards Stock Awards Name Number of Shares Acquired on Exercise Value Realized on Exercise(1) Number of Shares Acquired on Vesting(2) Value Realized on Vesting(3) Sanjay Mehrotra 100,000 $ 6,742,000 422,758 $ 24,695,391 Mark J. Murphy — — — — Manish Bhatia — — 154,250 9,146,224 Michael W. Bokan 16,600 566,596 68,363 3,999,294 Scott J. DeBoer — — 109,456 6,390,503 Sumit Sadana — — 152,150 8,890,479 David A. Zinsner 8,050 233,813 87,686 5,255,527 Option Awards Stock Awards Name Number of
Shares Acquired
on Exercise Value Realized
on Exercise(1) Number of
Shares Acquired
on Vesting(2) Value Realized on
Vesting(3) — — 97,135 $ 3,853,630 — — 12,015 504,510 — — 91,066 3,805,538 8,475 $ 163,017 96,349 4,254,464 — — 20,709 766,967 20192022 based on performance completed by the end of fiscal 20192022 and excludesperformance-based restricted units for which time-based restrictions lapsed in fiscal 2022 but for which the performance condition had been met in prior years. Excludes performance-based restricted units vested in October 20182021 based on performance completed by the end of fiscal 2018. 2019Mr.isand Bokan are the only Named Executive OfficerOfficers who hashave participated in the Micron Technology, Inc. Deferred Compensation Plan (the "Deferred“Deferred Compensation Plan"Plan”) through the end of fiscal 2019.Name Executive Contributions in Last Fiscal Year ($) Registrant Contributions in Last Fiscal Year ($) Aggregate Earnings (Losses) in Last Fiscal Year ($) Aggregate Withdrawals/Distributions ($) Aggregate Balance at Last Fiscal Year-End ($) $ 6,234,092 Sanjay Mehrotra $ 2,411,545 (1) $ — $ (1,452,106) $ — $ 7,193,531 (2) Michael W. Bokan 591,112 (3) — (329,314) (433,193) 1,349,644 (4) Name Executive
Contributions in
Last Fiscal Year
($)(1) Registrant
Contributions in
Last Fiscal Year
($) Aggregate
Earnings in Last
Fiscal Year ($) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at Last
Fiscal Year-End
($)(2) $ 425,000 $ — $ 31,054 $ — $ 1,152,408 425,000697,045 included in the Summary Compensation table in the "Salary"“Salary” column for fiscal 2019.20192022 was $696,354.$6,234,092.Company'sCompany’s Named Executive Officers. Pursuant to the Deferred Compensation Plan and subject to applicable tax laws, participants may elect to defer up to 75% of their base salary and up to 100% of their bonus compensation. The Company may, in its sole discretion, provide matching and/or discretionary contributions to the Deferred Compensation Plan. Participants will be 100% vested at all times in their deferral accounts; provided, however, that matching and/or discretionary contributions by the Company, if any, may be subject to a vesting schedule as provided by the Company. Participants may elect to receive payment of their account balances upon a fixed date, or their separation from service with the Company, or the earlier of a fixed date or48 | 2019 Proxy Statementparticipant'sparticipant’s death or disability, or upon a changeChange in control.Control. Account balances under the Deferred Compensation Plan earn or lose value based on the investment performance of one or more of the various investment funds offered under the Deferred Compensation Plan and selected by the participants. Compensation deferred under the Deferred Compensation Plan represents an unsecured obligation of the Company. Amounts deferred under the Deferred Compensation Plan are held in a separate rabbi trust established to pay Plan benefits.Chief Executive OfficerCEO to the annual total compensation of our median compensated employee. excluding our Chief Executive Officer, for fiscal 20192022 was $60,796.Chief Executive OfficerCEO for fiscal 20192022 was $16,944,751.Chief Executive OfficerCEO to that of our median employee for fiscal 20192022 was estimated to be 279597 to 1.underby the SEC rules, we are using the sameused base salary, bonuses, and grant date fair value of equity awards granted to employees in fiscal 2022, as reported in our payroll data, to identify our median employee identified for purposes of our fiscal 2018 CEO pay ratio, as we believe there have been no changes to our employee population and compensation that would significantly impact our pay ratio disclosure.employee. When calculating our median compensation for fiscal 2018,2022, we utilized our global employee population and exchange rates effective as of August 30, 2018.September 1, 2022. As of this date,September 1, 2022, our employee population was 35,956.approximately 48,000. This includes all regular, part-time, and temporary employees. No exclusions were made for countries, employee types, or acquisitions.Once we identified thewefor fiscal 2022 was a Fab Engineer in Singapore. We determined actual annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K and in the same manner as our Chief Executive OfficerCEO in the Summary Compensation Table using the daily average New TaiwanSingapore dollar exchange rates for compensation paid to the median compensated employee during fiscal 2019.2022. We compared this value to the annual total compensation of our Chief Executive OfficerCEO for purposes of the ratio set forth above. We did not make any cost of living adjustments.employee'semployee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.The Median Compensation Employee Based on the above, the ratio shown above of the annual total compensation of our CEO to the annual total compensation of the median compensated employee for fiscal 2019 was2022 is a Fab Engineer basedreasonable estimate calculated in Taiwan.57change of controlChange in Control as described in the "Severance“Severance and Change in Control Arrangements"Arrangements” section of the "Compensation“Compensation Discussion and Analysis."” The amounts listed for the continuing Named Executive Officers are estimated amounts that were calculated 49changeChange in controlControl occurred on August 29, 2019,September 1, 2022, or the Named Executive Officers separated from service on August 29, 2019,September 1, 2022, the last day of fiscal 2019.Zinsner,Murphy, Bhatia and Sadana are payable only if their employment with the Company terminates as a result of death or disability, the Company terminates their employment without cause, or they resign for good reason."Salary"“Salary” portion of severance payments is paid on our regular bi-weekly payroll schedule during the officer'sofficer’s one-year Transition Period subject to the possibility of a six-month delay that may be required by Section 409A of the Code ("(“Section 409A"409A”). If Section 409A imposes a six-month delay, payments during the delay would be accumulated and paid to the officer on the first day of the seventh month following the Named Executive Officer'sOfficer’s separation from service. The remaining payments would then be paid according to our regular payroll schedule."Bonus"“Bonus” portion of the severance payments is paid only if the applicable performance goals are achieved before or during the applicable Transition Period. Such payments are made at the same time that the other officers participating in the applicable bonus plan receive their payments, if any, and typically would occur during our first fiscal quarter. Mr. Mehrotra also would receive a bonus of two times his target annual bonus under the EIP for the year of termination paid on the anniversary of his termination."Cash“Cash in Lieu of Benefits"Benefits” portion of the severance payments is calculated based on the difference between the amount of premiums the Named Executive Officer paid each month for benefits coverage as our employee and the estimated premiums the Named Executive Officer would need to pay each month for the same or similar coverage as a former employee. This monthly amount is multiplied by the number of months in the Named Executive Officer'sOfficer’s Transition Period and is grossed-up for taxes, with the exception of Mr. Mehrotra, who would receive two times the monthly amount. All gross-up calculations and payments are based on the standard supplemental withholding rates provided by federal and state guidelines. We do not use the Named Executive Officer'sOfficer’s actual tax rate for these calculations. The "Cash“Cash in Lieu of Benefits"Benefits” payment is made within 30 days after the Named Executive Officer'sOfficer’s separation from service, subject to the possibility of a six-month delay that may be required by Section 409A. If Section 409A imposes a six-month delay, the payment would be made to the Named Executive Officer on the first day of the seventh month following the officer'sofficer’s separation from service.Name Salary(1) Bonus(2) Cash in Lieu of Benefits Payment(3) Value of Extended Option Exercise Term (4) Value of Extended Restricted Stock Vesting(5) Value of Unearned Performance -Based Stock Awards(6) Total Sanjay Mehrotra $ 2,836,000 $ 9,532,675 $ 401,301 $ 1,608,102 $ 9,850,214 $ 15,035,221 $ 39,263,513 Mark J. Murphy 700,000 326,555 92,053 — 1,720,446 — 2,839,054 Manish Bhatia 729,750 904,511 91,064 247,242 3,276,642 4,964,880 10,214,089 Michael W. Bokan 551,200 558,983 110,833 64,798 1,699,070 2,406,905 5,391,789 Scott J. DeBoer 624,750 703,968 124,061 40,668 2,585,139 3,905,677 7,984,263 Sumit Sadana 782,250 1,057,727 93,211 65,065 3,507,085 5,401,009 10,906,347 Name Salary(1) Bonus(2) Cash in Lieu
of Benefits
Payment(3) Total Value
of Options
Exercisable
During the
Transition
Period(4) Value of
Extended
Restricted
Stock
Vesting(5) Value of
Unearned
Performance -
Based Stock
Awards(6) Total $ 2,600,000 $ 8,840,000 $ 369,763 $ 8,727,991 $ 6,449,053 $ — $ 26,986,807 635,000 666,750 80,225 469,044 1,064,307 — 2,915,326 665,000 931,000 55,752 264,541 3,354,002 — 5,270,295 560,000 784,000 81,181 1,825,295 1,995,454 2,527,697 7,773,627 715,000 1,101,100 85,397 968,793 1,698,711 — 4,569,001 Officer'sOfficer’s salary as of August 29, 2019,September 1, 2022, except for Mr. Mehrotra, which represents two years of salary as of August 29, 2019.2019,2022, except for Mr. Mehrotra, which also includes two times his target annual bonus, subject to the maximum award limit imposed by the EIP.50 (3)| 2019 Proxy Statement(3)total value resulting from an extension of the exercise period for stock options through the Transition Period plus thirty days, or the remaining life of the options, for options that are exercisablewere outstanding as of August 29, 2019 and that are expected to vest during the Named Executive Officer's Transition Period.September 1, 2022. The incremental fair value of each option award is estimated as of August 29, 2019September 1, 2022 using the Black-Scholes option valuation model. The expected volatilities utilized are based on implied volatility from traded options on our stock. The expected lives are based on the shorter of the length of the Transition Period plus thirty days or the remaining life of the option. The risk-free interest rates utilized are based on the U.S. Treasury yield as of August 29, 2019.Officer'sOfficer’s Transition Period, and in Mr. Bhatia's case includes the unvested portion of his new hire stock grant.Period. The amount shown is calculated as the number of additional shares that would vest during the Transition Period multiplied by $44.67,$57.31, our closing stock price on August 29, 2019.Applies only to Mr. DeBoer because he isonlyvalue resulting from the vesting of performance based restricted awards during the Named Executive Officer to have received a fiscal 2017 award. This award has a measurement period of three years over which performance is assessed in order to vest in the award.Officer’s Transition Period. The amount shown is calculated as the number of suchadditional shares granted in fiscal 2017 that actually vested for Mr. DeBoer'swould vest during the Transition Period multiplied by $44.67,$57.31, our closing stock price on August 29, 2019. The restrictions for awards granted in fiscal 2018 and fiscal 2019 would not have lapsed during any Named Executive Officer's Transition Period. Accordingly, no amount is assumed in the table above.September 1, 2022.changeChange in controlControl is generally defined as a change in the majority of the members of the Board of Directors within a specified time period or the acquisition of 35% or more of our outstanding Common Stock.changeChange in control provisions. In August 2016, the Compensation Committee amended our equity plans to replace "single-trigger" vestingControl provisions, with "double-trigger"including “double-trigger” vesting provisions in the event of a changeChange in control.Control. As a result, if awards granted after August 25, 2016 are assumed by a successor in connection with a changeChange in control,Control, such awards will not automatically vest and pay out solely as a result of the changeChange in control.Control. Instead, such awards will only vest if within one year after the effective date of the changeChange in control,Control, the participant'sparticipant’s employment is terminated without cause or, in the case of certain participants including our Named Executive Officers, if the participant resigns for good reason. For equity awards, the impact of a changeChange in controlControl differs for outstanding time-based and performance-based awards. Outstanding time-based awards would automatically become fully vested or the applicable restrictions would lapse upon occurrence of the single-trigger event for awards granted prior to August 25, 2016 or double-trigger event for awards granted from August 25, 2016. Uponevent. For our Named Executive Officers, upon the occurrence of a single-trigger event for awards granted prior to August 25, 2016 or double-trigger event, for awards granted from August 25, 2016, outstanding performance-based awards are treated as if all required performance goals were satisfied at the target level, and the awards vested, on the date of the change in control and are vesteddouble-trigger event, except that if applicable performance goals have been exceeded, or have their restrictions lapse onthe applicable performance period has been completed, at the time of a pro-rata basis based ondouble-trigger event, performance-based awards will be treated as if relevant performance goals were satisfied at the amountactual level instead of the performance period completed as of the date of the change in control.changeChange in controlControl results in an early payout of awards, to the extent earned. Upon a changeChange in control,Control, performance achievement is measured as of the last day of the month preceding the changeChange in control.changeChange in controlControl agreements for our Named Executive Officers. The Severance Agreements for Messrs. Mehrotra, Zinsner,Murphy, Bhatia, and Sadana provide for transitional benefits for changeChange in controlControl separation. Change in controlControl separation means a qualifying separation from service that occurs on or within 12 months following a changeChange in control.Control. In the event of a changeChange in controlControl separation, the payments for "Salary," "Bonus,"“Salary,” “Bonus,” and "Cash“Cash in Lieu of Benefit"Benefit” are paid in a lump sum within 60 days from the date of separation, subject to the possibility of a six-month delay that may be required by Section 409A. All outstanding time-based and performance-based awards would become fully vested. 51change of controlChange in Control occurs is intended to enable them to objectively evaluate whether a potential changeChange in controlControl is in the best interest of us and our shareholders.changeChange in controlControl agreements or provisions, assuming a changeChange in controlControl separation occurred on August 29, 2019.Name Salary(1) Bonus(2) Cash in Lieu of Benefits Payment(3) Value of Options(4) Value of Stock Awards(5) Total Sanjay Mehrotra $ 2,836,000 $ 9,532,675 $ 401,301 $ — $ 51,732,018 $ 64,501,994 Mark J. Murphy 1,050,000 770,000 138,079 — 9,884,428 $ 11,842,507 Manish Bhatia 1,094,625 904,511 136,597 — 17,206,296 19,342,029 Michael W. Bokan 551,200 558,983 110,833 — 7,121,111 8,342,127 Scott J. DeBoer 624,750 703,968 124,061 — 10,723,503 12,176,282 Sumit Sadana 1,173,375 1,057,727 139,817 — 18,336,163 20,707,082 Name Salary(1) Bonus(2) Cash in Lieu
of Benefits
Payment(3) Value of
Options(4) Value of
Stock
Awards(5) Total $ 2,600,000 $ 8,840,000 $ 369,763 $ 5,037,507 $ 21,670,685 $ 38,517,955 952,500 666,750 120,338 37,491 1,610,398 3,387,477 997,500 931,000 83,628 124,363 7,633,372 9,769,863 560,000 784,000 81,181 1,334,365 7,403,903 10,163,449 1,072,500 1,101,100 128,095 502,079 6,730,046 9,533,820 one and a halfone-and-a-half years of the Named Executive Officer'sOfficer’s salary as of August 29, 2019,September 1, 2022, except for Mr. Mehrotra, which represents two years of his salary as of August 29, 2019,September 1, 2022, and for Mr.Messrs. DeBoer and Bokan, which represents one year of histheir salary. Mr. DeBoer'sThe severance agreement doesagreements for Messrs. DeBoer and Bokan do not provide for additionalenhanced benefits upon separation due toin connection with a changeChange in control.2019,2022, except for Mr. Mehrotra, which also includes two times his target annual bonus, subject to the maximum award limit imposed by the EIP.Mr.for Messrs. DeBoer and Bokan, which represents 12 months of such benefits. Mr. DeBoer'sThe severance agreement doesagreements for Messrs. DeBoer and Bokan do not provide for additionalenhanced benefits upon separation due toin connection with a changeChange in control.Control. The amount listed includes a gross-up calculation for the tax impact of the payment.unvested options are time-based equity awardsexercisable on September 1, 2022 and would have fully vested on August 29, 2019. Amount shown is calculated as the excess of $44.67, the closing price of our stock on August 29, 2019, over the exercise price of theno options that would have beenare subject to accelerated vesting due to a changeChange in control.August 29, 2019,September 1, 2022, except for Mr.Messrs. DeBoer and Bokan, whose separation agreement doesagreements do not include a changeChange in controlControl provision. Mr. DeBoer's fiscal 2018Fiscal 2021 and 20192022 performance-based restricted stock awards for Messrs. DeBoer and Bokan each have a performance period of three years, and two-thirds of histheir respective fiscal 20182021 and one-third of histheir respective fiscal 20192022 performance-based awards would have vested on August 29, 2019.September 1, 2022. The amount shown is calculated as the number of shares upon which restrictions would lapse, multiplied by $44.67,$57.31, the closing price of our common stockCommon Stock on August 29, 2019.September 1, 2022.5260 | 20192022 Proxy StatementAugust 29, 2019September 1, 2022 and, in certain cases, the Record Date, November 14, 2022, regarding shares of Common Stock that may be issued pursuant to our equity compensation plans:(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity Compensation Plans Approved by Shareholders(2) 27,155,782 $ 28.44 74,520,468 (3) Equity Compensation Plans Not Approved by Shareholders(4) 876,992 25.97 3,252,710 (5) Totals(6) 28,032,774 27.60 77,773,178 (a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights (b) Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights(1) (c) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans
(Excluding Securities
Reflected in Column (a)) 22,446,389 $ 26.40 106,251,747 (3) 3,831,949 25.02 3,146,939 (5) 26,278,338 25.94 109,398,686 convertconverts to shares of Common Stock for no consideration."2004 Plan"“2004 Plan”), 2007 Equity Incentive Plan, (the "2007 Plan"), and Employee Stock Purchase Plan (the "ESPP"“ESPP”). The 2004 Plan and the 2007 Plan provide for a maximum term for options and Stock Appreciation Rights ("SARs"(“SARs”) of eight years. The 2004 Plan and 2007 Plan are our only plans that permit granting of awards other than stock options. The 2004 Plan and the 2007 Plan provide that awards other than stock options or SARs reduce the number of available shares under the plan by two shares for each one share covered by the award. In addition, none of our equity plans contain provisions that are commonly known as "liberal“liberal share counting provisions"provisions” or permit the grant of discounted options or SARs.68,163,912.46,162,239. The 2004 Plan and 2007 Plan permit granting options and full-value awards."NSOP"“NSOP”). Options granted under the aforementioned planNSOP have terms ranging from six to ten years. The exercise price and the vesting schedule of the options granted under this plan are determined by the administrators of the plan or our Board of Directors.Board. Executive officers and directors do not participate in the aforementioned plan.(6) 53
plans as of September 1, 2022:(6)plans:Equity Plan (a)
Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(b)
Number of Securities Available for Issuance (Excluding Securities Reflected in Column (a))Plans Approved by Shareholders 2004 Plan 3,088,996 (1) 2,285,847 2007 Plan 21,119,001 (2) 54,430,611 ESPP 2,947,785 17,804,010 Approved Plan Total 27,155,782 74,520,468 Plans Not Approved by Shareholders NSOP 876,992 3,252,710 Not Approved Plan Total 876,992 3,252,710 Grand Total 28,032,774 77,773,178 Equity Plan (a)
Number of Securities To Be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights (b)
Number of Securities
Available for Issuance
(Excluding Securities
Reflected in Column (a)) 12,961,767 (1) 6,511,805 9,484,622 (2) 69,663,865 — 30,076,077 22,446,389 106,251,747 3,831,949 3,146,939 3,831,949 3,146,939 26,278,338 109,398,686 9,883,1372,198,239 restricted stock units and excludes 1,049,980125,018 shares of restricted stock.4,756,28720,303,638 restricted stock units.units and excludes 840,742 shares of restricted stock.61Equity Plan (a)
Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(b)
Number of Securities Available for Issuance (Excluding Securities Reflected in Column (a))Plans Approved by Shareholders 2004 Plan 2,627,654 (1) 21 2007 Plan 27,709,833 (2) 29,756,034 ESPP 2,947,785 17,804,010 Approved Plan Total 33,285,272 47,560,065 Plans Not Approved by Shareholders NSOP 826,540 (3) 3,252,710 Not Approved Plan Total 826,540 3,252,710 Grand Total 34,111,812 50,812,775 Securities and Exchange Act of 1934 (the "Exchange Act") requires our directors, executive officers, and persons who own beneficially more than 10% of our Common Stock to file reports of ownership and changes of ownership with the Securities and Exchange Commission and the Nasdaq. CopiesSEC. As a matter of all filed reports are required to be furnished to us pursuant to Section 16(a) of the Exchange Act. With the exception of Ms. Wright and Mr. Byrne, all directors,practice, we assist our executive officers and greater than 10% beneficial owners complied withdirectors in preparing initial reports of ownership and reports of changes in ownership and file those reports on their behalf. To our knowledge, based solely on the reports received and written representations from reporting persons, we believe that all applicable filing requirementsrequired reports were timely filed during the fiscal year ended August 29, 2019, basedSeptember 1, 2022, except for four reports on the reports received or written representations from reporting persons. Ms. Wright and Mr. Byrne each had one late Form 4 filingfor Mr. DeBoer to report small acquisitions of shares acquired in a dividend reinvestment plan administered by his broker, which were not filed due to clerical errorsan inadvertent error by Company personnel.his broker in setting up his account. A Form 5 reflecting these shares was filed on October 14, 2022.5462 | 20192022 Proxy Statement AUDIT COMMITTEE MATTERSPROPOSAL DETAILS 63Key Equity Metrics 2022 2021 2020 Equity Run Rate(1) 1.6% 1.2% 1.0% Overhang(2) 9.7% 11.5% 10.2% Dilution(3) 2.6% 2.2% 2.1% Options and/or Stock Appreciation Rights (SARs) 5,000,000 Other Stock-Based Awards (other than Options or SARs) 5,000,000 65
TO BE AMENDED AND RESTATED676971Name and Position Number of Shares Subject to Stock Awards Sanjay Mehrotra, President and Chief Executive Officer 338,109 Mark J. Murphy, Executive Vice President and Chief Financial Officer 172,473 Manish Bhatia, Executive Vice President, Global Operations 115,101 Michael W. Bokan, Senior Vice President, Worldwide Sales 64,745 Scott J. DeBoer, Executive Vice President, Technology and Products 89,922 Sumit Sadana, Executive Vice President and Chief Business Officer 118,698 David A. Zinsner, Former Executive Vice President and Chief Financial Officer 100,714 All Current Executive Officers as a Group 1,011,392 All Non-Executive Officer Employees as a Group (Including all Officers who are not Executive Officers) 10,867,997 All Directors who are not Executive Officers as a Group 26,229 BOARD RECOMMENDATION 73PROPOSAL 4 – RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP of Directors has retained PricewaterhouseCoopers LLP ("PwC"(“PwC”) as our Independent Registered Public Accounting Firm to audit our consolidated financial statements for the fiscal year ending September 3, 2020.August 31, 2023. PwC has been our Independent Registered Public Accounting Firm since fiscal 1985.1984. If the ratification of PwC'sPwC’s appointment is not approved by a majority of the shares voting thereon, the Audit Committee may reconsider its decision to appoint PwC as our Independent Registered Public Accounting Firm. Representatives of PwC are expected to be present at the Annual Meeting, and will have the opportunity to make a statement if they so desire, and are expected to be available to respond following the Annual Meeting to appropriate questions.BOARD RECOMMENDATIONBOARD RECOMMENDATION of Directors recommends voting "“FOR"” the ratification of the appointment of PricewaterhouseCoopers LLP.20192022 and 20182021 were as follows:2022 2021 (amounts in millions) Audit fees(1) $ 8.7 $ 7.8 Audit-related fees(2) — 0.1 Tax fees(3) 1.5 2.0 All other fees(4) — — $ 10.2 $ 9.9 2019 2018 (amounts in millions) $ 9.1 $ 9.4 0.1 0.1 5.0 5.6 — 0.1 $ 14.2 $ 15.2 compliance.services relateda subscription to other regulatory reporting requirements.accounting research software. 55PRE-APPROVAL POLICYPRE-APPROVAL POLICY 20192022 and 2018,2021, all audit, non-audit, tax services, and all other fees for services provided by PwC were approved by the Audit Committee in advance of services being provided.5674 | 20192022 Proxy StatementREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Board of Directors.Board. The Board of Directors determined that each Audit Committee member qualified as an "audit“audit committee financial expert"expert” for purposes of the rules and regulations of the SEC. The Board of Directors also determined that during their period of service on the Audit Committee, each member satisfied the independence requirements of applicable federal laws and the Listing Rules of Nasdaq. of Directors in overseeing and monitoring (i) the integrity of our financial statements, (ii) the adequacy of our internal controls and procedures, (iii) the performance of our internal audit function, (iii) the performance of our Independent Registered Public Accounting Firm, (iv) the qualifications, performance, and independence of our Independent Registered Public Accounting Firm, and (v) our compliance with legal and regulatory requirements.2019,2022, has expressed in our Annual Report on Form 10-K its opinion as to the conformity of our consolidated financial statements with accounting principles generally accepted in the United States. The Audit Committee has discussed with PwC the matters that are required to be discussed by the standardsapplicable requirements of the Public Company Accounting Oversight Board. PwC has provided to the Audit Committee the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee and PwC also discussed PwC'sPwC’s independence, including the non-audit services PwC provided to us as described above, and concluded that PwC was independent for fiscal 2019.of Directors that they include our audited consolidated financial statements in our Annual Report on Form 10-K for fiscal 2019,2022, appointed PwC as our Independent Registered Public Accounting Firm for the fiscal year ending September 3, 2020,August 31, 2023, and approved and authorized PwC to carry out and perform certain specified non-audit services for us in fiscal 2020.The Audit Committee Robert L. BaileyPatrick J. ByrneLynn A. Dugle
Steven J. Gomo
Mary Pat McCarthy 57"Summary“Summary Compensation Table"Table” set forth herein, and (iv) all directors and executive officers as a group:Name of Beneficial Owner Number of
Shares Owned(1)Right to Acquire(2) Total
Beneficial
OwnershipPercent of
Class(3)The Vanguard Group, Inc.(4) 89,470,520 — 89,470,520 8.2 % BlackRock, Inc.(5) 84,819,452 — 84,819,452 7.8 % Richard M. Beyer 99,660 — 99,660 * Manish Bhatia 309,942 53,317 363,259 * Michael W. Bokan(6) 191,972 40,456 232,428 * Scott J. DeBoer 268,340 8,770 277,110 * Lynn A. Dugle 14,066 — 14,066 * Steven J. Gomo 23,839 — 23,839 * Linnie M. Haynesworth 10,047 — 10,047 * Mary Pat McCarthy 23,839 — 23,839 * Sanjay Mehrotra(7) 1,184,119 612,284 1,796,403 * Mark J. Murphy 163,521 — 163,521 * Sumit Sadana(8) 301,154 14,031 315,185 * Robert E. Switz 69,842 — 69,842 * MaryAnn Wright 19,748 — 19,748 * David A. Zinsner(9) 84,228 — 84,228 * All directors and executive officers as a group (16 persons) 2,912,424 732,415 3,644,839 * Name of Beneficial Owner Number of
Shares
Owned(1) Right to
Acquire(2) Total
Beneficial
Ownership Percent of
Class(3) 87,002,518 87,002,518 7.9% 73,600,141 73,600,141 6.6% 57,930,885 57,930,885 5.2% 107,585 107,585 * 86,361 86,361 * 203,840 203,840 * 103,120 103,120 * 168,368 168,368 * 10,540 10,540 * 10,540 10,540 * 543,312 543,312 * 154,862 154,862 * 56,543 56,543 * 6,449 6,449 * 118,985 118,985 * 2,022,714 4,282 2,026,996 * 2018,2021, The Vanguard Group, Inc. ("Vanguard"(“Vanguard”) had sole voting power as to 1,380,485 shares, sole dispositive power as to 85,398,57684,923,745 shares, shared voting power as to 253,8841,809,904 shares, and shared dispositive power as to 1,603,9424,546,775 shares. This information was taken from Schedule 13G filed on February 11, 2019. Vanguard's10, 2022. Vanguard’s business address is 100 Vanguard Blvd., Malvern, PA 19355.2018,2021, BlackRock, Inc. had sole voting power as to 63,791,88875,475,135 shares and sole dispositive power as to 73,600,14184,819,452 shares. This information was taken from Schedule 13G filed on February 6, 2019. BlackRock'sMarch 11, 2022. BlackRock’s business address is 55 East 52nd Street, New York, NY 10055.As73,07336,789 shares held by the Sangeeta Mehrotra 2020 Grantor Retained Annuity Trust (Micron).II, 15,272 shares held by the Sangeeta Mehrotra 2021 Grantor Retained Annuity Trust II, 170,000 shares held by the Sangeeta Mehrotra 2021 Grantor Retained Annuity Trust V and 60,000 shares held by the Sangeeta Mehrotra 2022 Grantor Retained Annuity Trust II.58 (8)|Includes 32,500 shares held by the S. Sadana and S. Sadana Trustee Sadana Living Trust held with spouse. 2019 Proxy StatementTableMr. Zinsner resigned as our Executive Vice President and Chief Financial Officer effective as of ContentsJanuary 10, 2022. Includes 55,387 shares held by the DZHS Community Property Trust.16, 2020.12, 2023. The Proxy Statement and Annual Report on Form 10-K are available at www.proxydocs.com/mu.www.proxyvote.com."Equity Plans"“Equity Plans” note to our Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2019.2022. The Annual Report on Form 10-K for fiscal 20192022 accompanies this Proxy Statement. Copies of the Annual Report on Form 10-K for fiscal 20192022 may be obtained without charge by sending a written request to: Micron Technology, Inc., Attn.: Corporate Secretary, P.O. Box 6, MS-1-507,8000 South Federal Way, Boise, Idaho 83707-0006.83716. Our Annual Report on Form 10-K also areis available in the "Investor Relations"“Investor Relations” section of our website atwww.micron.com.20192022 Annual Report on Form 10-K and Proxy Statement) to multiple registered shareholders sharing an address who have received prior notice of our intent to deliver only one such notice or set of materials, so long as we have not received contrary instructions from such shareholders. This practice is commonly referred to as "householding."“householding.” Householding reduces the volume of duplicate information received at your household and our costs of preparing and mailing duplicate materials.20192022 Annual Report on Form 10-K and you decide you want a separate copy of this Proxy Statement and 20192022 Annual Report on Form 10-K through the date of the Annual Meeting, we will promptly deliver your separate copy if you contact us at Micron Technology, Inc., Attn.: Corporate Secretary, P.O. Box 6, MS-1-507,8000 South Federal Way, Boise, Idaho 83707-000683716-9632 or corporatesecretary@micron.com or (208) 368-4000. Additionally, for registered shareholders to resume the mailing of individual copies of future annual reports, proxy statements, proxy statements combined with a prospectus, and information statements to a77ShareholderShareowner Services, Attn.: Householding, P.O. Box 64854, St. Paul, Minnesota 55164-085455164-0874 and your request will be effective within 30 days after receipt. After the Annual Meeting, you may request householding of these documents, including notices, by providing EQ ShareholderShareowner Services at the address provided directly above with a written request to eliminate multiple mailings. The written request must include names and account numbers of all shareholders consenting to householding for a given address and must be signed by those shareholders.20192022 Annual Report on Form 10-K by contacting your bank, broker, or other nominee.FORWARD LOOKINGFORWARD-LOOKING STATEMENTSproxy statementProxy Statement contains forward-looking statements that involve a number of risks and uncertainties. Forward-lookingSuch forward-looking statements may be identified by words such as “anticipate,” “expect,” “intend,” “pledge,” “committed,” “plans,” “opportunities,” “future,” “believe,” “target,” “on track,” “estimate,” “continue,” “likely,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Specific forward-looking statements include, but are not limited to, statements such as those made regarding our plans for capacity expansion; ramp of our 1-beta DRAM node; expected capital expenditures; our expected results for fiscal 2023; our DEI commitments; our sustainability commitments, goals, and expected improvements; the outlook for our industry; the usage rate of our Amended 2007 Plan; and estimated payments to our Named Executive Officers upon termination or Change in Executive SummaryControl. These forward-looking statements are subject to a number of the Compensation Discussionrisks and Analysis and the Letteruncertainties that could cause actual events to Shareholders related to growth as a result of advances in data analytics and industry supply growth in fiscal 2019. Actual events or results could differ materially from those contained in the forward-looking statements.materially. Please refer to the documents we file on a consolidated basis from time to time with the Securities and Exchange Commission, specificallySEC, including our most recent Annual Report on Form 10-K and Form 10-Q.10-K. These documents contain and identify important factors that could cause our actual results on a consolidated basis to differ materially from those contained in the forward-looking statements (see Risk Factors). The forward-looking statements are based on information available to us as of the date hereof and are based on management's current views and assumptions and should not be relied upon as representing our views as of any subsequent date.statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We do not undertakeare under no duty to update any obligation to release publicly any revisions to theseof the forward-looking statements to reflect events or circumstances after the date hereof orconform these statements to reflect the occurrence of unanticipated events, unless the securities laws require us to do so.20202023 ANNUAL MEETINGfiscal 2020Fiscal 2023 Annual Meeting of Shareholders, including proposals submitted pursuant to Exchange Act Rule 14a-8 as well as for director nominees, must be received by us at our principal executive offices located at 8000 South Federal Way, Boise, Idaho 83716-9632, Attn.: Corporate Secretary, no later than August 8, 2020,4, 2023, and must also be in compliance with our Restated Certificate of Incorporation, and our Amended and Restated Bylaws, and with applicable laws and regulations in order to be included in the Proxy Statementproxy statement and form of proxy card relating to that meeting. Proposals which are received after August 8, 2020,4, 2023, will be untimely and will not be considered at the meeting.6, 2019THE BOARD OF DIRECTORS 60 20192022 Proxy Statement
79Fiscal 2019 Annual MeetingCommittee: (i) the commission by the Participant of, Shareholdersor the Participant’s pleading guilty or nolo contendere to, a felony or a crime involving moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such felony, crime or lesser offense is connected with the business of Micron Technology, Inc.the Company or any of its Affiliates; (ii) the Participant’s engaging in any other act of dishonesty, fraud, intentional misrepresentation, moral turpitude, illegality or harassment, whether or not such act was committed in connection with the business of the Company or any of its Affiliates; (iii) the willful and repeated failure by the Participant to follow the lawful directives of the Board or the Participant’s supervisor; (iv) any material violation of the Company’s written policies; (v) any intentional misconduct by the Participant in connection with the Company and any of its Affiliate’s business or relating to the Participant’s duties, or any willful violation of any laws, rules or regulations; or (vi) the Participant’s material breach of any employment, severance, non-competition, non-solicitation, confidential information, or restrictive covenant agreement, or similar agreement, with the Company or an Affiliate. The determination of the Committee as to the existence of “Cause” shall be held January 16, 2020conclusive on the Participant and the Company.Holdersany reason to constitute at least a majority of such Board, provided that any person becoming a director after November 30, 2022 and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of November 18, 2019 This Proxy is solicitedthe Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board (“Proxy Contest”), including by reason of Directors Fiscal 2019 Annual Meetingany agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; orShareholderseither (A) 35% or more of Micron Technology, Inc. Date: Place: Time: Thursday, January 16, 2020 130 Holger Way, San Jose, CA 95134-1376 9:00 AM, Pacific Standard Time TELEPHONE CALL 1-866-586-3108 Please make your marks like this: Use dark black pencilthe then-outstanding shares of common stock of the Company (“Company Common Stock”) or pen only. INTERNET +-Go To: www.proxypush.com/mu The Board(B) securities of Directors unanimously recommendsthe Company representing 35% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that youfor purposes of this subsection (ii), the following acquisitions shall not constitute a Change in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or"FOR" proposals 1, 2generally in the election of directors, as the case may be, of the corporation resulting from such Reorganization, Sale or Acquisition (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the “Surviving Corporation”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and 3. Cast your vote online. Usethe outstanding Company Voting Securities, as the case may be, and (B) no person (other than (x) the Company or any touch-tone telephone. DIRECTORS RECOMMEND OR Have your Proxy Card ready. FollowSubsidiary, (y) the simple instructionsSurviving Corporation or its ultimate parent corporation, or (z) any employee benefit plan or related trust) sponsored or maintained by any of the foregoing is the beneficial owner, directly or indirectly, of 35% or more of the total common stock or 35% or more of the total voting power of the outstanding voting securities eligible to record your vote. Have your Proxy Card ready. Follow the simple recorded instructions. FOR AGAINST ABSTAIN 1. To elect directors of the Surviving Corporation, and (C) at least a majority of the members of the board of directors of the Survivingserve forbe a “Non-Qualifying Transaction”); orensuing yearshareholders of the Company of a complete liquidation or until their successors are electeddissolution of the Company.qualified: 01 Robert L. Bailey 02 Richard M. Beyer 03 Steven J. Gomo 04 Mary Pat McCarthy 05 Sanjay Mehrotra 06 Robert E. Switz 07 MaryAnn Wright MAIL FOR FOR FOR FOR FOR FOR FOR Mark, sign and date your Proxy Card. OR Detach your Proxy Card. Return your Proxy Cardany comparable provision of any future law, legislation or regulation amending, supplementing or superseding such Section or regulation.the postage-paid envelope provided. Revocable Proxy - Micron Technology, Inc. The undersigned shareholder(s) ofArticle 4.hereby acknowledge(s) receiptor any successor corporation.81Fiscal 2019 Annual Meetinggrant shall be provided to the grantee within a reasonable time after the Grant Date.ShareholdersCode Section 422 or any successor provision thereto.hereby appoints Sanjay Mehrotrato risk of forfeiture.David A. Zinsner,such other securities of the Company as may be substituted for Stock pursuant to Article 15.eachlast was amended and restated effective as of them, proxiesJanuary 14, 2021. This amended and attorneys-in-fact,restated version of the Plan is effective as of January 12, 2023.83fullactions taken by the Committee, the actions of the Board shall control.substitution,Awards to be granted and the number of Shares or dollar amount to which an Award will relate;behalfthe Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, based in each case on such considerations as the Committee in its sole discretion determines;8587undersigned,Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referring to represent the undersignedterms, conditions, and restrictions applicable to such Restricted Stock.89Fiscal 2019 Annual Meetingsame time as or at a different time from the grant of Shareholderssuch other Awards.Micron Technology, Inc.,each Award shall be for the period as determined by the Committee, provided that in no event shall the term of any Incentive Stock Option or a Stock Appreciation Right granted in tandem with the Incentive Stock Option exceed a period of eight years from its Grant Date.adjournmentunexercised or adjournments thereof,restricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic relations order that would satisfy Code Section 414(p)(1)(A) if such Section applied to an Award under the Plan; provided, however, that the Committee may (but need not) permit other transfers (other than transfers for value) where the Committee concludes that such transferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to so qualify, and (iii) is otherwise appropriate and desirable, taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards.votereceive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights under the Plan is subject to all sharesterms and conditions of Commonthe Plan and any Award Certificate applicable to the Participant, except to the extent the Plan and Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has been designated or survives the Participant, any payment due to the Participant shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant, in the manner provided by the Company, at any time provided the change or revocation is filed with the Committee.undersigned wouldStock is listed, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock.entitledexercised that are subject to vote, if thentime-based vesting requirements shall become vested and fully exercisable as of the date of termination;personally present,shall be a pro rata payout to such Participant within 30 days following the date of termination of employment (unless a later date is required by Section 17.3 hereof), based upon the length of time within the performance period that has elapsed prior to the date of termination of employment.91mattersParticipant’s outstanding Awards shall lapse as of the date of termination of Continuous Status as a Participant, andand in their discretion, upon such other matter or matters which may properly come beforeCode Section 422(d), the meeting or any adjournment or adjournments thereof. 2. To approve a non-binding resolutionexcess Options shall be deemed to approve the compensationbe Nonstatutory Stock Options.our Named Executive Officerswhether an event has occurred as described in Section 14.7 or 14.8 above, and subject to Section 5.5 as to Full-Value Awards, the proxy statement. 3.Committee may in its sole discretion at any time determine that all or a portion of a Participant’s Options, SARs, and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable, that all or a part of the time-based vesting restrictions on all or a portion of the outstanding Awards shall lapse, and/or that any performance-based criteria with respect to any Awards shall be deemed to be wholly or partially satisfied, in each case, as of such date as the Committee may, in its sole discretion, declare. The Committee may discriminate among Participants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 14.9.ratify the appointmentextent that such acceleration causes Incentive Stock Options to exceed the dollar limitation set forth in Code Section 422(d), the excess Options shall be deemed to be Nonstatutory Stock Options.PricewaterhouseCoopers LLPabsence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall be final and conclusive. A Participant’s Continuous Status as our Independent Registered Public Accounting Firma Participant shall not be deemed to terminate (i) in a circumstance in which a Participant transfers from the93fiscalpurpose of conforming the Plan or Award Certificate to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 16.3 to any Award granted under the Plan without further consideration or action.95ending September 3, 2020 4. To transactthe Company may make or commence payment at any time during such period at its discretion, and (ii) if such 60-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such 60-day period.businessplan.properly come beforebe purchased, delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the meetingCommittee. Any Participant receiving or purchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any adjournment thereof. FOR THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S)other applicable legal requirements. The Company shall not be required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register any securities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement.97IF To the extent not governed by federal law, the Plan and all Award Certificates shall be construed in accordance with and governed by the laws of the State of Delaware (but without regard to its conflict of laws provisions).DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. FOR All votes mustLIMITATIONS ON RIGHTS OF COMPANY. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassification or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft or assume awards, other than under the Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan.receivedindemnified and held harmless by 11:59 PM, Eastern Standard Time, January 15, 2020. PROXY TABULATOR FOR MICRON TECHNOLOGY, INC. P.O. BOX 8016 CARY, NC 27512-9903 +-EVENT # CLIENT # Authorized Signatures - This section mustthe Company against and from any loss, cost, liability, or expense that may be completed for your instructionsimposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.executed. Please Sign Here Please Date Above Please Sign Here Please Date Above Copyright © 2019 Mediant Communications, Inc. All Rights Reserved Please separate carefully atinvalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability will not be construed as rendering any other provisions contained herein as invalid or unenforceable, and all such other provisions will be given full force and effect to the perforation and return just this portion insame extent as though the envelope. Xinvalid or unenforceable provision was not contained herein.
