Micron Technology (MU) DEF 14ADefinitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

Notice of Fiscal 2023 Annual Meeting of Shareholders

January 18, 2024

To the Shareholders:

NOTICE IS HEREBY GIVEN that the Fiscal 2023 Annual Meeting of Shareholders of Micron Technology, Inc., a Delaware corporation, will be held virtually on January 18, 2024, at 9:00 a.m., Pacific Standard Time, for the purposes listed below. As used herein, “we,” “our,” “us,” the “Company,” and similar terms refer to Micron Technology, Inc., unless the context indicates otherwise.

1.    To elect eight (8) directors to serve for the ensuing year and until their successors are elected and qualified;

2.    To approve, on a non-binding basis, the compensation of our Named Executive Officers;

3.    To approve, on a non-binding basis, the frequency (every one, two or three years) with which our shareholders will have an advisory vote on the compensation of our Named Executive Officers;

4.    To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending August 29, 2024;

5.    To vote on a shareholder proposal included in the accompanying proxy statement, if properly presented at the meeting; and

6.    To transact such other business as may properly come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

The Securities and Exchange Commission permits proxy materials to be furnished over the Internet rather than in paper form. Accordingly, unless otherwise requested, we are sending our shareholders a notice (the “Notice”) regarding the availability of this Proxy Statement, our Annual Report on Form 10-K for fiscal 2023, and other proxy materials (together, the “proxy materials”) via the Internet. This electronic process gives you fast, convenient access to the proxy materials, reduces the impact on the environment, and reduces our printing and mailing costs. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. The Notice instructs you on how to access and review the proxy materials. The Notice also instructs you on how you may submit your vote over the Internet. If you received a Notice by mail and would like to receive a copy of our proxy materials by electronic mail or mail, you should follow the instructions for requesting such proxy materials included in the Notice.

To ensure your representation at the meeting, you are urged to vote, whether or not you attend the meeting. You may vote by telephone or electronically via the Internet by following the instructions on the Notice. Alternatively, if you received a paper copy, you may sign, date, and return the proxy card in the postage-prepaid envelope enclosed for that purpose. Please refer to the instructions included with the proxy card for additional details. Shareholders attending the meeting may vote using the virtual meeting platform even if they have already submitted their proxy, and any previous votes that were submitted by the shareholder, whether by Internet, telephone, or mail, will be superseded by the vote that such shareholder casts at the meeting.

YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY PROMPTLY.

INFORMATION CONCERNING SOLICITATION AND VOTING

General

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the Annual Meeting. If you have difficulty accessing the meeting or other technical or logistical issues, please call the technical support number that will be posted on the virtual Annual Meeting login page. We will have technicians available to assist you.

The Notice, this Proxy Statement, and related proxy card are first being made available on or about November 29, 2023, to all shareholders entitled to vote at the meeting.

Shareholders can vote their shares using one of the following methods:

Internet and telephone voting are available 24 hours a day, and if you use one of those methods, you do not need to return a paper proxy or voting instruction card. Unless you are planning to vote at the Annual Meeting, your vote must be received by 11:59 p.m., Eastern Standard Time, on January 17, 2024.

Record Date

Shareholders of record at the close of business on November 20, 2023 (the “Record Date”) are entitled to receive notice of and to vote at the meeting.

Revocability of Proxy

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by attending the Annual Meeting and voting online 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

The Board of Directors is soliciting proxies for use at the Annual Meeting. We will bear the cost of solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by our directors, officers, and employees, without additional compensation, personally or by telephone or Internet. We have engaged the services of D.F. King & Co., a proxy solicitation firm, in connection with the solicitation of proxies. Although the exact cost of the solicitation services is not known at this time, it is anticipated that the fees paid by us for these services will be approximately $12,500.

Outstanding Shares

We have one class of stock outstanding, common stock, $0.10 par value per share (the “Common Stock”). As of the Record Date, 1,103,733,774 shares of Common Stock were issued and outstanding and entitled to vote.

Voting Rights and Required Vote

Under the Delaware General Corporation Law, our Restated Certificate of Incorporation, and our Amended and Restated 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,” or “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.

Shares held in a brokerage account or by another nominee are considered held in “street name” by the shareholder or “beneficial owner.” A broker or nominee holding shares for a beneficial owner does not have discretion to vote on non-routine matters, such as matters relating to the election of directors and Proposals 2, 3 and 5 unless the broker or nominee receives specific voting instructions from the beneficial owner of the shares. A broker “non-vote” occurs when the broker or nominee does not receive voting instructions from the beneficial owner and does not have discretion to direct the voting of the shares.

Directors will be elected if the number of votes cast “FOR” a particular director exceeds the number of votes cast “AGAINST” that same director, with abstentions and broker-non votes not counted as a vote cast “FOR” or “AGAINST” that director’s election. With respect to all other items of business to be considered at the meeting, the “FOR” vote of the holders of a majority of the voting power of the shares of Common Stock attending online in person or represented by proxy is required in order for such matter to be considered approved by the shareholders. For such proposals, abstentions will have the same effect as voting against such items of business, and broker non-votes, if any, will have no effect on the outcome of the proposal. On the proposal to approve, on an advisory basis, the frequency of holding future advisory votes on the compensation of the Company’s Named Executive Officers, the voting option that receives the greatest number of votes, even if that option is not

approved by the holders of a majority of the voting power of the shares of Common Stock attending online in person or represented by proxy, will be considered the frequency preferred by shareholders.

Voting of Proxies

Our Board is presenting eight (8) nominees for election as directors at the Annual Meeting. Each of the nominees is currently a member of our Board and was elected to our Board at the Fiscal 2022 Annual Meeting of Shareholders. Each director elected at the Annual Meeting will serve until our Fiscal 2024 Annual Meeting of Shareholders and until a successor is duly elected and qualified, except in the case of death, resignation or removal of such director. 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 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, or our Board may choose to reduce its size.

The Board recommends voting “FOR” the election of each of the nominees.

Each director nominee will be elected as a director if such nominee receives the affirmative vote of a majority of the votes cast with respect to his or her election (in other words, the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that director). Shareholders are not permitted to cumulate votes with respect to the election of directors.

If a nominee who is serving as a director is not elected at the Annual Meeting by the requisite majority of votes cast, Delaware law provides that the director would continue to serve on our Board 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 following the procedures established by the Governance and Sustainability Committee. 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 resignation, taking into account the Governance and Sustainability Committee’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 offers to tender his or her resignation will not participate in the Board’s or the Governance and Sustainability Committee’s decision.

The following table highlights the specific skills, experience, qualifications and attributes that each of the director nominees brings to the Board. A particular director nominee may possess other skills, experience, qualifications or attributes even though they are not indicated below.

There are no family relationships between any of our directors or executive officers.

The Board recommends voting “FOR” approval of the nominees listed above.

Director Nominations and Board Refreshment and Diversity

Nomination Process

The Governance and Sustainability Committee regularly reviews the appropriate size and composition of the Board, including by anticipating vacancies and required expertise for the effective oversight of the Company. In evaluating the existing Board and any desired characteristics of potential nominees, the Governance and Sustainability Committee considers, among other things, the knowledge, experience, integrity, and judgment of the candidates, their contribution to the diversity of backgrounds, experience and skills on the Board, and their ability to devote sufficient time and effort to their duties as directors and provide appropriate oversight. The Governance and Sustainability Committee considers the following skills and experience particularly relevant: experience in the semiconductor industry or related industries; strong business acumen and judgment; excellent interpersonal skills; business relationships with key individuals in industry, government, and education that may be of assistance to us and our operations; familiarity with accounting rules and practices; and “independence” as defined and required by the Listing Rules of the Nasdaq Stock Market LLC (“Nasdaq”) and relevant rules and regulations of the Securities and Exchange Commission (“SEC”). The Governance and Sustainability Committee then recommends the selected candidates to the Board.

When the Board decides to add directors to the Board, the Governance and Sustainability Committee may work with a third party executive search firm to assist in identifying and evaluating potential candidates.

Although the Governance and Sustainability Committee has not established specific diversity guidelines, the Board seeks to maintain a balance of perspectives, qualities, and skills on the Board to obtain a diversity of viewpoints to better understand the technical, economic, political, and social environments in which we operate and to enhance Micron’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, among other things, the range of viewpoints represented on the Board.

Shareholder Nomination and Recommendation of Director Candidates

Advance Notice Procedures

Proxy Access

Recommendations

Shareholders may also recommend candidates for consideration by our Governance and Sustainability Committee. Shareholders recommending candidates for consideration by our Governance and Sustainability Committee 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-recommended candidate is suitable for membership on our Board, 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.

The Board 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 the Company. Our Board seeks to achieve this balance through its director succession planning process, as well as in response to the annual Board and individual director assessment process discussed below. With the appointments of Ms. Haynesworth in 2021, Ms. Dugle in 2020, Ms. Wright in 2019, and Ms. McCarthy and Mr. Gomo in 2018, our Board refreshed its composition while maintaining institutional knowledge with directors of varying lengths of tenure.

The Governance and Sustainability Committee is committed to continuing to identify and recruit highly qualified director candidates with diverse experiences, perspectives, and backgrounds to join our Board. The table below provides certain information regarding the composition of our Board. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f) and related instructions.

Our discussions with shareholders included senior members of our legal, human resources, sustainability and investor relations teams. Meetings with 26% of our outstanding shares included our independent Chairman of the Board. Our conversations covered executive compensation, sustainability and human capital matters, and our governance and political practices, with a particular focus on compensation to well-position us to evolve our programs and practices in a responsive manner. We heard from shareholders that they appreciated the engagement, and suggested that we enhance our disclosure to describe our shareholder engagement efforts. We value the views of our shareholders, which were shared with our full Board and relevant committees and carefully considered in making changes to our fiscal 2024 compensation program. Below is a summary of the feedback we received through these engagement efforts and how we have responded.

Our Board believes a diverse workforce is a competitive advantage and that diverse teams drive more innovation, delivering value to our customers and increased returns to shareholders. We believe diverse teams expand creativity and problem-solving, lead to better decision-making, and enhance team member engagement and retention. Encouraged by our Board, our proactive strategies tap into latent talent, reaching out to communities of women, veterans, people with disabilities, rural communities, and other underrepresented groups globally. This is bolstered by leveraging cutting-edge technologies, forming robust industry alliances, fostering academic collaborations, and curating innovative avenues for non-traditional talent pathways like apprenticeships and return-to-work programs.

Equality

We believe our vision to enrich life for all includes how we compensate our employees. We analyze our global compensation and benefits to ensure opportunities for all employees because our People value makes it essential that we pay everyone fairly. In fiscal 2023, we proudly achieved global pay equity across bonuses and stock awards. With the assistance of a third-party specialist and state-of-the-art technology, we analyze and rectify any disparities in compensation. This rigor encompasses all groups: including women, veterans, people with disabilities, and specific racial and ethnic communities. Furthermore, our pay equity analysis for salary will be conducted when we reinstate base pay increases.

Inclusion

We believe that creating an inclusive culture at Micron helps us unleash the human potential of our team members, so everyone feels seen, heard, valued, and respected. These values help us create an environment where team members know they can bring their whole selves to work developing the next solution for artificial intelligence, advanced health care technology, self-driving cars, or whatever our applications need to do to drive technology forward. To further this mission, we have mandated comprehensive training for all employees on fostering a respectful workplace, free from harassment or discrimination. As we navigate the complexities of a volatile global economy, we have also rolled out tailored training modules to empower our leaders to navigate uncertainties with confidence. Furthermore, recognizing the significance of mental health and well-being, we have introduced a suite of masterclasses focused on fostering resilience and long-term wellness for our employees. We also leverage our 10 Employee Resource Groups (“ERGs”), whose members are our ambassadors of inclusion. ERG membership swelled to 47% globally in fiscal 2023, and we reward our ERG leaders with stock grants for their leadership.

For a detailed insight into our DEI initiatives and their global impact, please refer to our latest DEI Annual Report available at micron.com/DEI.

The Board, supported by the Governance and Sustainability Committee and other Board committees as needed, oversees and monitors the development and integration of this strategy and regularly reviews sustainability performance. Board oversight includes, but is not limited to, material ESG trends and related long- and short-term impacts of the Company’s operations, supply chains, and products, as well as the Company’s activities and annual public reporting on these topics directed by the Company’s Sustainability Council, sustainability staff, and various teams implementing the Company’s sustainability efforts.

The Governance and Sustainability Committee reviews and discusses ESG issues at each regularly-scheduled committee meeting. Discussions and reports to the committee include information about significant ESG issues, such as observations from consultations with team members, customers, investors, and other stakeholders about their interests and expectations for us; our social and environmental impacts and benefits; and the impacts of these issues on our business. The Governance and Sustainability Committee regularly reviews the implementation of our long-term environmental goals and aspirations. We expect to allocate about $1 billion of capital expenditures to support these goals, though we cannot guarantee that our environmental goals and aspirations set forth below will be realized. These goals and initiatives have been developed based in part on feedback from investors, customers, and team members, and are a critical component of our management of

evolving physical, regulatory, market, supply chain, and other risks and opportunities related to climate change, water availability, and other ESG issues.

In fiscal 2023, the Board also reviewed:

We strive to make a positive impact on our team members, the communities in which we operate, and the planet, as well as our customers’ sustainability performance. We plan to continue regular consultation with stakeholders regarding environmental and social issues and report annually on our progress in these efforts. Our 2023 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 Sustainability Report, and the information at or accessible through our website, are not part of or incorporated by reference into this Proxy Statement.

Risk Assessment and Mitigation

We operate in a dynamic economic, social, and political landscape, making structured and conscientious risk management more important than ever. Our Board reviews and oversees our enterprise risk management 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 address future events that create uncertainty and respond in an efficient and effective manner. It also facilitates prompt action to mitigate identified risks and embeds risk management into our culture.

The Board has delegated primary oversight of our enterprise risk management process to the Audit Committee, which conducts reviews of our risk assessment and enterprise risk management policies as described below, including overseeing the management of risks related to financial reporting and compliance. Other Board committees provide additional insights into our enterprise risk management 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:

In performing their oversight responsibilities, the Board and each committee has full access to management, as well as the ability to engage independent advisors. In addition, the Chairman of the Board leads regular executive sessions of the independent directors, facilitates cross-committee feedback, and fosters open dialogue and constructive feedback among the independent directors, which further supports the Board’s ability to fulfill its risk oversight duties.

Enterprise Risk Management Process

We designed our enterprise risk management program to clearly identify risk management roles and responsibilities, bring together senior management to discuss risk, promote visibility and constructive dialogue, and facilitate risk response and mitigation strategies. The Audit Committee plays a key role in this process, and the full Board conducts periodic reviews.

Compensation Risks

The Compensation Committee reviews our compensation programs annually and has concluded that our compensation policies and practices are not reasonably likely to create situations that would have a material adverse effect on us. In making this assessment, we, with guidance from our outside compensation consultants, reviewed our compensation programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. The Compensation Committee then 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 the Compensation Committee reviewed all compensation programs, the 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 or supplemental compensation programs tailored to their specific operations and goals, and programs may differ by country due to variations in local laws and customs.

Cybersecurity Risks

The Security Committee regularly reviews and oversees our policies and practices to identify and mitigate cybersecurity risks. Our management team under the direction of our Corporate Vice President and Chief Information Officer updates the Security Committee at least quarterly on cybersecurity matters. Our cybersecurity policies and practices follow the cybersecurity framework of the National Institute of Standards and Technology (NIST). We engage third parties to perform assessments of our risks from material cybersecurity threats and cybersecurity measures at least annually. The results of those assessments are reported to the Security Committee, and we make adjustments to our cybersecurity policies and practices as necessary in light of the assessments. While we have not experienced a material information security (cybersecurity) incident in the past three fiscal years, we maintain an information security (cybersecurity) risk insurance policy as a matter of good practice.

Board Processes and Policies

Code of Business Conduct and Ethics

Anti-Hedging Policy

Our Insider Trading Policy prohibits officers and directors from engaging in speculative transactions involving the Company's securities, including short sales or puts, calls or other options on the Company's common stock.

Board Self-Evaluation

The Governance and Sustainability Committee oversees the Board’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 composition, 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, and such evaluations are taken into account when the Board makes decisions regarding nominations of directors.

Director Skills Evaluation

The Governance and Sustainability Committee oversees the Board’s ongoing and annual assessments of the Board’s composition and the skills each director possesses. The Governance and Sustainability Committee has identified and continually refines a list of skills, attributes, and experiences that it believes will result in an effective, dynamic, and diverse Board. The Governance and Sustainability Committee then reviews each director on a matrix of relevant skills and qualifications in an effort to identify any needed skills, experiences, or perspectives. The Governance and Sustainability Committee uses the insights this matrix provides to recommend committee assignments and inform searches for new director candidates or opportunities to refresh Board composition.

Director Time Commitment Policy

Our Corporate Governance Guidelines provide that no non-employee member of the Board may serve on the board of directors of more than four other public companies and no employee member of the Board may serve on the board of directors of more than two other public companies. However, this limitation will not apply if the Board determines that simultaneous service does not impair the ability of the member to effectively serve on the Board. A director’s time commitment is considered as part of the director nomination process and is reviewed annually.

Board Structure

The Board has determined that directors Beyer, Dugle, Gomo, Haynesworth, McCarthy, Switz, and Wright qualify as independent directors. In determining the independence of our directors, the Board has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of Nasdaq. None of these directors have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board held twelve formal meetings during fiscal 2023. The Board met in Executive Session (meetings in which only independent directors are present) eight times during fiscal 2023. In fiscal 2023, the Board had a standing Audit Committee, Compensation Committee, Finance Committee, Governance and Sustainability Committee, and Security Committee. During fiscal 2023, the Audit Committee met fourteen times, the Compensation Committee met six times, the Finance Committee met five times, the Governance and Sustainability Committee met four times, and the Security Committee met four 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 and the committees on which they served during fiscal 2023. We expect director attendance at the Annual Meeting of Shareholders, and all then-serving members of our Board were present at the Fiscal 2022 Annual Meeting of Shareholders.

Audit Committee

Mses. McCarthy and Dugle and Mr. Gomo currently serve, and during fiscal 2023 served, on the Audit Committee. Ms. McCarthy has served as the Chair of the Audit Committee since January 2023. Prior to that Mr. Gomo served as Audit Committee Chair since January 2019. The Board has determined that all Audit Committee members are independent under the rules applicable to audit committee members promulgated by the SEC and Nasdaq and each qualifies as an “audit committee financial expert” for purposes of the rules and regulations of the SEC and that each of these members is 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 in overseeing and monitoring:

Compensation Committee

Finance Committee

Governance and Sustainability Committee

Mses. Haynesworth and Wright and Messrs. Beyer and Switz currently serve, and during fiscal 2023 served, on the Governance and Sustainability Committee. Ms. Wright has served as Chair of the Governance and Sustainability Committee since April 2021. The responsibilities of the Governance and Sustainability Committee include assisting the Board in discharging its duties with respect to the following:

Security Committee

Mses. Dugle and Haynesworth and Mr. Beyer currently serve, and during fiscal 2023 served, on the Security Committee. Ms. Dugle has served as Chair of the Security Committee since June 2021. The responsibilities of the Security Committee include assisting the Board in discharging its duties with respect to oversight of the following:

Mr. Switz has been the independent Chair of our Board since February 2012. As part of his duties as Chair, Mr. Switz chairs Executive Session meetings of our Board. The Board meets in executive session regularly and held eight meetings in fiscal year 2023.

Shareholders and interested parties wishing to communicate with our Board, or our non-employee directors as a group, may contact Mr. Switz, our Chair, at chair@micron.com.

Related party transactions are reviewed by our Board 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 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. There were no actual or proposed related party transactions in excess of $120,000 incurred in fiscal 2023.

The Governance and Sustainability Committee oversees the setting of compensation for our non-employee members of the Board and recommends changes, if any, to the full Board for consideration. Each year, the Governance and Sustainability Committee works with the 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 Compensation and Related Information – Compensation Discussion and Analysis” below. Upon completion of its review and evaluation, the Governance and Sustainability Committee did not recommend to the Board any changes to the amount of director compensation for fiscal 2024.

Elements of Director Compensation

Annual Retainer and Committee Chair Remuneration

Set forth below are the standard cash amounts directors were and are entitled to receive for their service as committee chair or Chair of the Board for fiscal 2023 and 2024 (assuming in each case service for the entire year):

The amounts shown in the table are in addition to the annual retainer payable to all directors for service on the Board.

As a result of the voluntary pay reduction, for fiscal 2023 only, the actual cash amounts directors were entitled to receive for their service as committee chair or Chair of the Board for the full fiscal 2023 were:

Except for the foregoing, directors do not receive any additional or special cash remuneration for their service on any of the committees established by the Board. We reimburse directors for travel and lodging expenses, if any, incurred in connection with attendance at Board or committee meetings.

Equity Award

Non-employee directors receive an equity award each fiscal year. Since fiscal 2007, the equity award has been exclusively in the form of restricted stock. The restricted stock includes the potential to receive dividend equivalents (at the same rate as for Common Stock generally), which will accumulate and pay out (in cash) only 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 following discussions with the compensation consultant and has been set at $250,000 since fiscal 2015. The number of shares of restricted stock 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 Market Value” is the closing price of our Common Stock on the last market-trading day prior to the date of grant. The restrictions on these restricted shares awarded in fiscal 2023 lapse for 100% of such shares on the first anniversary of the date of grant (the “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 during the Vesting Period having achieved a minimum of three years of service with the Board prior to the effective date of their retirement, or upon a director’s death or disability.

In October 2023, the DCP was amended to allow non-employee directors to defer receipt of their equity awards that are granted in fiscal 2024 and later years. If a director makes a deferral election, shares subject to the director’s deferred equity awards will be delivered (to the extent vested) upon termination of service as a director.

Fiscal 2023 Director Compensation

We have established stock ownership guidelines for our non-employee directors. The minimum ownership guideline for directors is to hold shares with a value equal to five times their annual retainer. Directors are given five years to meet the ownership guidelines. The Governance and Sustainability Committee reviews the Ownership Guidelines annually and monitors each person’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.

The following table shows non-employee director compliance with the guidelines as of fiscal 2023 year-end:

EXECUTIVE COMPENSATION AND RELATED INFORMATION

This “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 Fiscal 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 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 occurring this year and is set forth as Proposal 3.

Please read the “Compensation Discussion and Analysis” section and related compensation tables for information necessary to inform your vote on this proposal.

“Resolved, that shareholders approve, on an advisory basis, the compensation of Micron’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.”

The “FOR” vote of the holders of a majority of the voting power of the shares of our Common Stock attending online in person or represented by proxy at the Annual Meeting is required to approve the non-binding advisory vote on the compensation of our Named Executive Officers.

The say-on-pay vote is advisory and therefore not binding on us, the Compensation Committee, or the Board, 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. Furthermore, because this non-binding, advisory resolution primarily relates to the compensation of our Named Executive Officers that has already been paid or contractually committed, there may not be an opportunity for us to revisit these decisions. However, the Board 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 their evaluation of our compensation program as they believe to be appropriate.

This Compensation Discussion and Analysis presents material information helpful or necessary to understand the objectives and policies of our compensation program for executive officers and the compensation reported in the tables that follow. This discussion focuses on the compensation awarded to, earned by, and paid to the following individuals:

Throughout this discussion and elsewhere in this Proxy Statement, the foregoing individuals are referred to as our “Named Executive Officers.”

Executive Summary

Fiscal 2023 was a challenging year for the memory and storage industry and resulted in a significant impact to financial performance. Despite this difficult backdrop, the Micron team stayed focused on our strategy, executed well, accomplished several important milestones, and delivered the following financial results.

The following chart shows our one- and three-year relative total shareholder return data through the last trading day of fiscal 2023 as compared to the S&P 500 Composite Index, the Philadelphia Semiconductor Index (“SOX”) and the median of our Compensation Peer Group as identified in “Compensation-Setting Process and the Determination of Compensation Levels – ‘Market Data’ Defined” below. Throughout the Executive Compensation and Related Information section of this Proxy Statement, we refer to total shareholder return as “TSR” and relative TSR as “rTSR.”

The information presented above is based on closing prices on or nearest to August 31st 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.

Executive Compensation Highlights

The pay mix, based on target amounts established in October 2022, for our CEO and other Named Executive Officers (on average) for fiscal 2023, as shown below, was heavily weighted towards variable, at risk compensation opportunities.

The following illustration depicts the amount and mix of pay opportunities for our Named Executive Officers for fiscal 2023 after suspension of the EIP, including salaries paid and target long-term incentive opportunities granted for fiscal 2023.

The pay mix for our CEO and other Named Executive Officers (on average) for fiscal 2024 closely mirrors that of 2023.

We strive to maintain sound executive compensation practices and policies, which include adherence to the following compensation principles.

Each year, the Compensation Committee, advised by its independent compensation consultant, undertakes a rigorous process to review our executive compensation program and determine executive compensation in the context of our pay-for-performance philosophy. The Compensation Committee believes a substantial portion of our executive compensation should be incentive-based and focused on long-term performance to help ensure that the interests of our executive officers are aligned with those of our shareholders. Our primary long-term objective is to drive sustainable value creation for our shareholders by attracting, retaining, developing, and motivating a diverse group of top executive talent through a comprehensive and market-competitive executive compensation program. The Compensation Committee reviews and approves the goals and objectives used to determine executive compensation, evaluates performance in light of such goals and objectives, and determines and approves compensation levels based on that evaluation.

Our compensation philosophy for executive officers is based on the belief that the interests of our executives should be closely aligned with our long-term performance and sustainable value creation for our shareholders. To support this philosophy, a large portion of each executive officer’s target total direct compensation is “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 key elements of the compensation that applied to our Named Executive Officers in fiscal 2023 relative to our pay-for-performance philosophy are summarized below.

We believe that offering a compensation package that is “reasonable” and “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” below. The Compensation Committee determines what would be reasonable and competitive compensation based upon an analysis of the Market Data, the recommendations of its compensation consultant, and our historical experience.

Reasonable

The Compensation Committee generally considers the Market Data median to be reasonable. Accordingly, the Market Data median informs the Compensation Committee’s decision-making process, but the Compensation Committee also considers additional factors in establishing each individual’s target compensation levels, including:

The semiconductor industry is highly volatile. Market Data, which is a compilation of data from many companies provided by the 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 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 starting point and guiding principle, officer compensation may vary, above or below the median, or a range from the median, year over year.

Competitive

The Compensation Committee believes, including based on advice from its compensation consultant, that a competitive compensation package will address and measure compensation practices for executive positions with respect to three primary elements of compensation:

We do not require that a particular element comprises 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 Common Stock) as compared to fixed (such as base salary), and that such variable compensation should align executives’ interests with those of our shareholders. Additionally, although the Compensation Committee reviews total direct compensation (which is the sum of base salary, short-term incentive, and long-term incentive compensation) for each of our Named Executive Officers, it does not have a fixed objective with respect to such target total direct compensation. The Compensation Committee’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.

Focus on Top Talent

The Compensation Committee places a strong emphasis on developing, motivating, retaining, and attracting top talent. Such talent is key to the execution of our business strategy and the growth of our business.

Mr. Mehrotra, our President and Chief Executive Officer, has earned more than 70 patents during his 42 years in the semiconductor industry, several of which were foundational to enabling high-capacity flash memory. In November 2023, the Semiconductor Industry Association honored Mr. Mehrotra with the Robert N. Noyce Award, recognizing outstanding achievement and leadership supporting the semiconductor industry. In 2022, Mr. Mehrotra was inducted into the National Academy of Engineering, one of the profession’s highest distinctions. He was awarded an honorary degree from Boise State University in 2022 in recognition of his semiconductor industry leadership. In addition, he received the “Spirit of 1868 Volunteer Award” from the University of California, Berkeley in 2021, the Malaysian Order of Loyal Defender of the State medal in 2021, and the 2019 Flash Memory Summit Lifetime Achievement Award for co-founding SanDisk, advancing the architecture that enabled the industry and market for flash memory, and for his leadership of the Company.

Mr. Murphy, our Executive Vice President and Chief Financial Officer, has more than 25 years of experience in executive leadership and finance roles, including roles at companies serving semiconductor materials, semiconductor capital equipment, semiconductor fabrication and assembly and test, and advanced manufacturing for automotive and aerospace. He has successfully led large-scale finance organizations through industry cycles. He is a veteran of the U.S. Marine Corps.

Mr. Bhatia, our Executive Vice President of Global Operations, has more than 25 years of engineering and operations leadership experience with a proven track record of driving semiconductor manufacturing excellence with best-in-class supply chain and quality performance. Mr. Bhatia was awarded the Public Service Medal by the government of Singapore in recognition of his collaborative work on behalf of the Company, which enhanced the country’s economic development.

Dr. DeBoer, our Executive Vice President of Technology and Products, has more than 28 years of experience at the Company where he accumulated extensive technical expertise. Dr. DeBoer’s leadership in delivering memory solutions has been integral to the Company by advancing the scaling of current memory technologies, enabling new memory technologies, and integrating those technologies into memory solutions for all markets. Dr. DeBoer has earned more than 120 patents, many of which were instrumental in today’s DRAM processes and process integration.

Mr. Sadana, our Executive Vice President and Chief Business Officer, has more than 32 years of technology industry experience and currently leads all the Company’s business units as well as overall company strategy, corporate business development and global communications and marketing. Over the course of his career, Mr. Sadana has gained extensive business and technical expertise in roles ranging from chip design, software development, operations management, strategy development and intellectual property licensing, to executive roles such as Chief Technology Officer, Chief Financial Officer and General Manager.

Our Named Executive Officers have been recognized by business, higher education and community-focused organizations for their exceptional leadership, knowledge and contributions to the semiconductor industry.

In October 2022, the Compensation Committee set compensation levels and performance goals for fiscal 2023 based on a review of financial results, projections, individual contributions, strategic objectives, Market Data (as defined below), and market conditions. The table below reflects target total direct compensation as initially established for the year (prior to suspension of the EIP) and illustrates our executive compensation program emphasis on longer-term and performance-based variable award opportunities.

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.

In October 2022, the Compensation Committee determined to maintain fiscal 2023 base salaries consistent with fiscal 2022 levels. Subsequently, in February 2023, in light of the challenging industry environment, the Compensation Committee determined to reduce salaries for the remainder of fiscal 2023. Specifically, Mr. Mehrotra’s salary was reduced by 20% and other Named Executive Officers’ salaries were reduced by 15%.

As discussed under “Short-Term Incentives” below, the Compensation Committee also suspended the EIP in February 2023. The table below illustrates the percentage reduction in our Named Executive Officers’ actual cash compensation between fiscal 2022 and fiscal 2023 as a result of the reduced base salary and EIP suspension.

Typically, we use the EIP to attract, retain, and reward qualified executives who are important to our success by offering the opportunity to earn cash awards for achieving performance goals set by the Compensation Committee. The Compensation Committee administers the EIP and has the authority to make all decisions and determinations required by the EIP, or as the Compensation Committee deems necessary or advisable to administer the EIP. Due to the challenging nature of the goals set by the Compensation Committee, achievement of EIP goals has historically required significant leadership, effort, and coordination among our leadership team.

Due to the challenging business environment the Company faced in 2023, and as part of a significant program to reduce Company costs and operating expenses, the Compensation Committee suspended the participation of our Named Executive Officers in the EIP for fiscal 2023. Accordingly, no Named Executive Officer received any short-term incentive award for fiscal 2023.

Notwithstanding the suspension of Named Executive Officers’ participation in the EIP during fiscal 2023, in an effort to respond to shareholders’ requests for enhanced disclosure regarding our EIP structure, in this section we discuss both the EIP structure for fiscal 2024 – for which performance will be measured over, and achievement

results will be determinable upon completion of, fiscal 2024 – as well as the EIP as it was initially established for fiscal 2023.

In October 2023, the Compensation Committee established fiscal 2024 performance goals and a short-term incentive compensation opportunity (the “Target Awards”) under the EIP for each Named Executive Officer. These Target Awards were made taking into consideration the Market Data median, among other factors, as part of the Compensation Committee’s efforts to make such opportunities reasonable as described above. The Compensation Committee selected Company Performance goals outlined below based on their correlation to the creation of shareholder value and their alignment with our financial and strategic objectives. The EIP awards will be determined following the end of the fiscal 2024 performance period as follows:

In response to the feedback we have received from shareholders, we are committed to providing full details regarding fiscal 2024 EIP profitability goals, including the threshold - maximum pay opportunities, and detail regarding our actual performance against the profitability and strategic goals, in next year’s proxy statement. See footnote 7 of “Pay Versus Performance” for a description of non-GAAP net income.

Subsequently, in light of the challenging industry environment and as part of a significant program to reduce Company costs and operating expenses, in February 2023, the Compensation Committee suspended the Named Executive Officers’ fiscal 2023 EIP participation. Accordingly, no Named Executive Officer received or was eligible to receive any short-term incentive cash award for fiscal 2023.

The remainder of this discussion provides information regarding the fiscal 2023 short-term incentive profitability and strategic goals that would have provided bonus payout opportunities under a structure similar to the fiscal 2024 EIP illustrated above had the fiscal 2023 EIP not been suspended. In light of the EIP suspension, we have not included details regarding the EIP profitability goals for fiscal 2023, but as noted above we commit to providing the fiscal 2024 profitability threshold, target and maximum goals, together with the actual performance ultimately achieved against those goals, in next year’s proxy statement. Our strategic goals involve highly confidential, competitively sensitive information, including forward-looking targets and product-specific strategies that if disclosed could cause irreparable competitive harm to us by providing competitors with insight into our internal processes, know-how, products and business initiatives, particularly as many of our goals build on multi-year achievements in order to execute on our overall business strategies. Revealing such information would allow competitors to leverage it to their competitive advantage, to our detriment and the detriment of our shareholders. However, we understand shareholders' desire for additional detail regarding our strategic goals, and have strived to provide greater visibility into the strategic goal components where possible, while balancing these competitive concerns.

The Compensation Committee chose the profitability and strategic goals based on the following criteria:

The fiscal 2023 profitability goal would have functioned as a gate with respect to any payout based on achievement of the strategic goals discussed below. Specifically, because actual achievement of the profitability goal was below the threshold performance of 50% of target, no payout could have been earned for the EIP had it not been suspended, regardless of the calculated strategic goal achievement. If the profitability goal achievement had resulted in achievement at or above threshold but below target performance, then the overall strategic goals outcome would have been adjusted to the lesser of the profitability goal results and the pre-adjusted strategic goal results.

The profitability goal would have required the Company to achieve pre-established fiscal 2023 adjusted non-GAAP net income or non-GAAP operating margin goals. The Compensation Committee intended these goals to be highly rigorous, as even the minimum threshold targets required performance meaningfully above our fiscal year 2023 business plan. Consistent with such approach, based on the Company’s fiscal 2023 adjusted non-GAAP net income and non-GAAP operating margin, the Company would not have achieved the minimum (50% of target) threshold goals. Accordingly, the payout for the profitability goal would have been zero had the Named Executive Officers’ participation in the EIP not been suspended.

The following five strategic goal categories would have accounted for 50% of the overall EIP achievement weighting.

Within each goal category, each strategic goal or group of related strategic goals would have provided an opportunity to achieve performance between the minimum threshold of 50% of target and a maximum of 200% of target.

Achievement of each of the strategic goals included in the five strategic goal categories would have required significant effort and adept execution, and there was no assurance of achievement with respect to any of the metrics or milestones. The Compensation Committee believed that achieving maximum performance for any strategic goal categories would have been challenging and required extraordinary leadership, effort, and coordination as a team. In the past three fiscal years, none of the current strategic goal categories achieved (or would have achieved, for fiscal 2023) maximum performance.

Had the Named Executive Officers’ participation in the EIP for fiscal 2023 not been suspended, the formulaic results of the EIP goals would have been as follows:

Notwithstanding that the strategic goals were achieved, because the fiscal 2023 EIP design required achieving threshold performance under the profitability goals in order for Named Executive Officers to earn any award, no payouts would have been earned under the EIP had it not been suspended.

We believe long-term incentive compensation should be tied to our success and help promote increases in long-term shareholder value. Accordingly, performance-based restricted stock unit awards are a significant component of our executive compensation program. We believe these awards are especially aligned with shareholders’ long-term interests because they vest based on achievement of key financial and operational goals and provide an incentive to increase stockholder value because these awards become more valuable to the grantee if our stock price increases. These awards are also intended to help retain key executives and employees as their efforts greatly affect our success as a company.

In fiscal 2023, consistent with the pay-for-performance philosophy underlying our compensation program, the Compensation Committee set the long-term incentive mix at 50% performance-based restricted stock units (“PRSUs”) and 50% time-based restricted stock awards (“RSAs”) for all Named Executive Officers. The Compensation Committee believes that making PRSUs a significant portion of the long-term incentive mix furthers Micron’s pay-for-performance philosophy. For fiscal 2024, the Compensation Committee increased the performance-based weighting of the CEO’s long-term incentive mix to award 65% of the value in PRSUs and 35% in RSAs.

In determining the amount of the long-term equity incentive awards for our Named Executive Officers, the Compensation Committee took into account various data points including (but not limited to) Market Data and information provided by Mr. Mehrotra related to the other officers’ performance and his recommendation as to the amount of their awards. Although the Market Data and Mr. Mehrotra’s recommendations informed the Compensation Committee’s decision, they were not dispositive. The Compensation Committee also considers the other factors described under the section entitled “Reasonable” above when determining long-term equity incentive awards for our Named Executive Officers.

The following table shows the intended target value of our Named Executive Officers’ fiscal 2023 long-term equity incentive awards:

Certain Goals Involve Highly Confidential Information

Performance-based RSUs Granted in Fiscal 2023

For fiscal 2023, the Compensation Committee awarded three types of PRSUs:

We refer to the 2023 NAND PRSU Awards and the 2023 DRAM PRSU Awards collectively as the “2023 Operational PRSU Awards,” and, together with the 2023 rTSR PRSU Award, as the “2023 PRSU Awards.”

PRSU awards are eligible to be earned (or “banked”) during the second and third years of the three-year period covering fiscal 2023, 2024, and 2025 (the “Performance Period”) based upon results against performance metrics set at the beginning of the Performance Period. The actual number of PRSUs that will be banked and become eligible to vest under the 2023 PRSU Awards is determined by the product of each Named Executive Officer’s target number of PRSUs and the payout factor that results from actual performance versus pre-established performance metrics (the “Payout Factor”) and is subject to the caps discussed below.

The number of PRSUs that each Named Executive Officer may earn under all 2023 PRSU Awards (taken together) during the Performance Period is limited to two times the aggregate target number of PRSUs awarded (the “200% Limit”). As a result, our Named Executive Officers’ ability to earn and vest in the PRSUs is capped at the 200% Limit. 

The 2023 Operational PRSU Awards tie 50% of each Named Executive Officer target performance-based long-term incentive compensation opportunity to the 2023 DRAM PRSU Awards and 2023 NAND PRSU Awards, as noted above. The 2023 Operational PRSU Awards also have two additional earnings opportunities for stretch components based on product development milestones and targeted product revenue.

Performance for the 2023 DRAM PRSU Awards requires DRAM revenue from high-growth, stable segments (automotive, industrial multi-market, networking, data center, and graphics applications) to exceed a specified absolute threshold or percentage of the total Company DRAM revenue for fiscal year 2024 and fiscal 2025, respectively. Achievement below the threshold will result in no payout. As DRAM revenue from the defined high-growth, stable segments or percentage of total Company DRAM revenue achievement increases above the threshold, payout also increases up to a maximum of 200% of the target number of PRSUs.

Performance for the 2023 NAND PRSU Awards is measured by exceeding a threshold for fiscal year shipments of NAND products, including components and SSDs, into the data center segment (“Data Center NAND”) measured as an absolute number of exabytes shipped or as a percentage of total Company NAND shipments for fiscal 2024 and fiscal 2025, respectively. Achievement below the threshold will result in no payout. As Data Center NAND shipments or percentage of the total Company NAND shipments increase above the threshold, payout also increases up to a maximum of 200% of the target number of PRSUs.

For the 2023 Operational PRSU Awards, the maximum payout for achieving these targets is 200% of the target number of PRSUs under each award, subject to any increases for achieving the additional earning opportunities described below, but capped by the 200% Limit described above. 2023 Operational PRSU Awards do not bank unless performance meets or exceeds the established thresholds. When performance results in achievement above the threshold and between performance levels, the applicable Payout Factor will be determined based on interpolation between performance levels.

In addition, the 2023 Operational PRSU Awards also include two additional earning opportunities tied to stretch components that relate to the development of high bandwidth memory products and associated revenue and Compute Express Link-related products that the Compensation Committee believes would represent significant progress that will enhance long-term shareholder value. Achievement of these additional 2023 Operational PRSU performance conditions increases the number of operational 2023 PRSU Awards earned and requires a significant level of execution and effort. Achievement is subject to the 200% Limit noted above.

The following table sets forth the levels of rTSR CAGR required to be achieved under the 2023 rTSR PRSU Award to result in the Payout Factors specified below:

If the rTSR CAGR achieved is between the rTSR Threshold and rTSR Target levels or the rTSR Target and rTSR Maximum levels, the Payout Factor will be determined using interpolation between the applicable levels. For fiscal 2024, the Compensation Committee increased the rTSR Maximum to +50pp so that our payout slope is symmetrical for increases (and decreases) above (and below) the rTSR Target, significantly increasing the level of outperformance required to achieve the rTSR Maximum.

PRSUs will not vest under the 2023 PRSU Awards (if at all) until the Certification Date that immediately follows the end of fiscal 2024, when 50% of PRSUs that have been earned will vest. The remaining 50% of PRSUs earned upon the first Certification Date are banked and will vest upon the second Certification Date that immediately follows the end of fiscal 2025. Any incremental PRSUs that become earned during fiscal 2025 will also vest in full on the second Certification Date, as illustrated below.

If a Named Executive Officer terminates employment with the Company for any reason other than a termination by the Company for cause, any banked shares will continue to vest on the vesting schedule described above. No further PRSUs under the 2023 PRSU Awards will vest following a Named Executive Officer’s termination for cause. For purposes of the 2023 PRSU Awards, “cause” is as defined in the agreement between a Named Executive Officer and the Company governing the terms of such Named Executive Officer’s employment or termination thereof, or if not so defined, as defined in the equity incentive plan under which the award was granted.

The measurement periods for the 2023 Operational PRSU Awards and the 2023 rTSR PRSU Award do not begin until fiscal 2024. Accordingly, no shares were earned, vested or banked during fiscal 2023 under the 2023 PRSU Awards.

For fiscal 2022, the Compensation Committee awarded PRSUs (the “2022 PRSU Awards”) as follows:

We refer to the 2022 Market Segment NAND PRSU Awards and the 2022 High-Value NAND PRSU Awards collectively as the “2022 Operational PRSU Awards.”

The 2022 rTSR PRSU Award is structured very similarly to the 2023 rTSR PRSU Award except that the applicable performance period is fiscal 2022, 2023 and 2024. Thus, the 2022 rTSR PRSU Award (as with the 2023 awards) provide for the earning and banking or vesting of shares based on the Company’s share price growth as compared to the median TSR of the companies in the SOX index over a three-year performance period. The rTSR goals and potential payout factors are the same as shown above in the table for the 2023 rTSR PRSU Award (with the exception of the applicable performance period).

For the 2022 Market Segment NAND PRSU Awards, separate thresholds apply for each of fiscal year 2023 and 2024 for both absolute exabytes and percentage of total NAND bits shipped. For the 2022 High-Value NAND PRSU Awards, thresholds apply for the percentage of total NAND bits shipped. Achievement below the threshold will result in no payout.

In addition to the Data Center NAND and High-Value NAND performance metrics, the 2022 Operational PRSU Awards also include two additional earning opportunities tied to performance conditions relating to the development of high bandwidth memory products and associated revenue, Compute Express Link-related products, and leading-edge DRAM products that the Compensation Committee believes represent significant progress that will enhance long-term shareholder value. Each of these two additional 2022 Operational PRSU performance conditions may increase the number of the 2022 PRSU Awards earned, although total 2022 PRSU Award payouts may not exceed the 200% Limit noted above. Achievement of the additional performance conditions requires a significant level of execution.

For each of the PRSU Awards we granted for fiscal years 2021, 2022 and 2023, a Payout Factor (that varies based on actual performance versus the goals and that may be zero, resulting in no payout) is used to determine the number of shares that are earned and banked (but not necessarily vested).

In October 2023, the Compensation Committee reviewed the Company’s performance relative to the 2022 PRSU Award metrics and applied the applicable 2022 Payout Factors. This review was the first measurement year provided under the 2022 PRSU Awards; the final measurement will be performed following fiscal year 2024.

The Compensation Committee determined that the Company’s performance versus the goals as of the end of fiscal year 2023 was as follows:

Performance also will be measured after the end of fiscal 2024 and additional shares may be earned, although there is no guarantee any additional shares will be earned. Following the completion of fiscal year 2024, the Company intends to provide additional information regarding the goals, their achievement, and whether additional shares were earned.

The Compensation Committee certified that the following shares had been earned and vested or banked by our Named Executive Officers under the 2022 PRSU Awards:

For fiscal 2021, the Compensation Committee awarded PRSUs under performance metrics that measure relative TSR growth (the “2021 rTSR PRSU Award”) and the percentage of bits shipped as part of certain high-value NAND products (the “2021 High-Value NAND PRSU Award” and, together with the 2021 rTSR PRSU Award, the “2021 PRSU Awards”), each representing 50% of the total target PRSU opportunity for each Named Executive Officer. The 2021 rTSR PRSU Award had the same design as the 2023 rTSR PRSU Award and the 2022 rTSR PRSU Award, except that the performance period for the 2021 rTSR PRSU Award was fiscal 2021, 2022 and 2023.

Performance for the 2021 High-Value NAND PRSU Award required exceeding a threshold with respect to percentage of NAND bits shipped as High-Value NAND, then meeting certain incremental pre-established targets to achieve increased payouts, subject to a maximum payout of 200%.

In addition, the 2021 High-Value NAND PRSU Award also included two additional earnings opportunities tied to performance conditions relating to achievement of targeted high bandwidth memory revenue and 3DXP solutions revenue that the Compensation Committee believed represented significant progress that would enhance long-term shareholder value. Each of the two additional performance conditions could have increased the number of 2021 NAND PRSU Awards earned, although the total 2021 PRSU Award payouts may not have exceeded the 200% Limit. The additional performance conditions were not achieved and therefore did not impact the 2021 High-Value NAND PRSU Award earned.

In October 2022 and October 2023, the Compensation Committee reviewed the Company’s actual performance relative to the 2021 PRSU Award metrics and applied the applicable 2021 Payout Factors. Actual results and the Payout Factors as certified by the Compensation Committee were as follows:

Based on these actual results and Payout Factors, the Compensation Committee certified that a number of incremental shares were earned and vested in fiscal 2023 under the 2021 PRSU Awards, as set forth in the table below. The table also indicates the number of shares previously earned and either vested or banked based on fiscal 2022 performance.

Time-based restricted stock awards (“RSAs”) support retention and are linked to shareholder value and ownership. Annual RSAs granted in fiscal 2023 over three years from the date of grant, with one third vesting on the first anniversary date of grant and the remainder vesting ratably in eight quarterly installments, subject to continued employment. In fiscal 2023, RSAs comprised 50% of the target value of the long-term incentive awards granted.

The Compensation Committee reviews the compensation of our executive officers on an annual basis and sets compensation levels at the beginning of each fiscal year. As part of this process, the Compensation Committee reviews our financial results for the year just ended, projections for future periods, our strategic business plan, and the Market Data provided by its compensation consultant. The Compensation Committee also works with our CEO to establish performance goals that further our strategic objectives.

The Compensation Committee annually engages a compensation consultant to provide a comprehensive review of executive compensation matters 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.

The Compensation Committee has established procedures intended to keep its compensation consultant’s advice objective and free of influence from our management. These procedures include: a direct reporting relationship to the Compensation Committee; a provision in the Compensation Committee’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’s relationship with the Company, including a summary of the work performed during the preceding 12 months. For fiscal 2023, the specific activities undertaken by the compensation consultant for the Compensation Committee included:

Compensia, Inc. (“Compensia") was the Compensation Committee’s compensation consultant in fiscal 2023. 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.

The Compensation Committee considered Compensia’s independence in light of SEC rules and Nasdaq Listing Rules. The Compensation Committee received a letter from Compensia addressing its independence, including the following factors: (i) other services provided to us by them; (ii) fees paid by us as a percentage of their total annual revenue; (iii) policies or procedures maintained by them that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; (v) whether the individual consultants involved in the engagement owned shares of our Common Stock; and (vi) any business or personal relationships between our executive officers and them or the individual consultants involved in the engagement. The Compensation Committee concluded that there were no conflicts of interest with Compensia.

The Compensation Committee, with the support of Compensia, reviews and approves the Compensation Peer Group annually to ensure that it reflects industry or economic changes and core selection criteria. Our current criteria includes comparable revenue and market capitalization size; industry, with a focus on semiconductor companies and other broad technology industry companies that are market leaders in their space; as well as other talent competitors and companies with similar business strategies.

Our Compensation Peer Group for fiscal 2023 was comprised of the following 16 companies, which we believe are companies with which we are likely to compete for executive talent. In consultation with Compensia, the Compensation Committee did not make any changes to the Compensation Peer Group for fiscal 2023.

Compensia gathers data from the proxy statements publicly filed by our Compensation Peer Group and from published compensation surveys. The relevant survey and Compensation Peer Group data for fiscal 2023, each as discussed below, were weighted equally by the Compensation Committee and are collectively referred to throughout this Compensation Discussion and Analysis as the “Market Data.”

When collecting and assessing market compensation data, Compensia collects data based on job descriptions first. This permits the Compensation Committee to match positions held by our executives with those of our Compensation Peer Group and, as described more fully below, deviate from the Market Data based on the factors described earlier. If the Compensation Committee is not able to match positions to a reasonable number of companies within the Compensation Peer Group, it looks to the rank of the person involved and matches ranks, e.g., our third-highest paid executive officer could be compared to the third-highest paid executive officer at each company within the Compensation Peer Group.

Compensation Survey Data

Compensation survey data may vary from year to year. For fiscal 2023, the compensation consultant used the Radford Global Technology Survey and information obtained from public filings by the Compensation Peer Group. We believe this survey is particularly relevant for technology companies given the high level of participation by such companies in the survey.

Compensation-Setting Process

Compensia reviews the most recent available data and identifies the Market Data values for the 25th, 50th (i.e., median), and 75th percentile with respect to each position or rank, then compares our compensation data, both as to elements and amounts to be paid or potential value to be delivered, with that of the Market Data and reports its findings to the CEO and the Compensation Committee. The CEO works with Compensia 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. For 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. 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 Compensia, discusses individual executive officer performance based on input from the CEO and, without the CEO present, discusses the CEO’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 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.

Consideration of Tax Consequences when Making Compensation Decisions

Code Section 162(m) generally disallows a tax deduction to public companies such as Micron for annual compensation over $1,000,000 per person paid to our Named Executive Officers and certain other current or former executive officers. Although the Compensation Committee considers the deductibility of compensation under Section 162(m), 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’ best interests.

We have established stock ownership guidelines for our executive officers. The Compensation Committee believes that our executive officers will more effectively manage the 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. Murphy, Bhatia, 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 stock ownership guidelines periodically and monitors each covered executive’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.

(1) Based on the reduced base salary amounts as of the fiscal 2023 year-end.

Compliance is based on ownership (either directly in their name or jointly or separately by a spouse, children or trusts) of fully vested shares obtained through previous equity awards, unvested time-based equity awards and shares purchased on the open market.

Compensation Recoupment (Clawback) Policy

We maintain a compensation recoupment (clawback) policy, which we recently amended and restated effective in September 2023 for compliance with the listing standards of Nasdaq. In the event that the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under U.S. securities law, the policy provides that the Company will recoup compensation from each current or former executive officer who, during the three-year period preceding the date on which a restatement is required, received compensation from incentive awards based on the erroneous financial data that exceeds the amount of incentive-based compensation the executive would have received based on the restatement. The Compensation Committee has sole discretion to determine how to seek recovery under the policy and may forgo recovery if it determines that recovery would be impracticable and either the cost of recovery would exceed the amount sought to be recovered, or that recovery would violate a home-country law that was adopted prior to November 28, 2022 or would cause an otherwise tax-qualified retirement plan broadly available to our employees to fail to meet applicable tax qualification requirements.

We provide a competitive level of time-off, health, life, disability, and retirement benefits to substantially all employees. The Named Executive Officers are eligible to participate in the same such plans as our other employees.

In addition, we also pay for personal security arrangements for Mr. Mehrotra. We do not consider personal security measures to be a personal benefit to Mr. Mehrotra, but instead appropriate expenses for the benefit of the Company that arise out of his employment responsibilities and that are necessary to his job performance and to ensure the safety of Mr. Mehrotra and his family. 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 independent 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.

In the interests of safety, security, and efficiency, the Compensation Committee has authorized Mr. Mehrotra to use the Company's aircraft for personal travel. The Compensation Committee also has established a policy to review costs for use of Company aircraft for personal travel on a quarterly basis.

See footnote 6 to the Summary Compensation Table for additional information.

President and Chief Executive Officer

At the time of his hire, we entered into an executive agreement with Mr. Mehrotra (the “Executive Agreement”) providing for severance benefits in certain circumstances. The Executive Agreement provides that if Mr. Mehrotra’s employment is terminated (i) as result of his death or “disability,” (ii) by us without “cause” or (iii) as a result of Mr. Mehrotra’s resignation for “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:

If Mr. Mehrotra’s severance benefits become payable on account of his “good reason” resignation prior to a “Change in Control” and 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” provision, which provides that Mr. Mehrotra’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’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’s compliance with terms of our non-competition, non-solicitation, and non-disclosure agreement.

Other Named Executive Officers

Each of our other Named Executive Officers has a severance agreement (together, the “Named Executive Officer Severance Agreements”). The Named Executive Officer Severance Agreements provide for severance benefits upon certain terminations of employment. These benefits begin upon a “separation of 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 on or within 12 months following a Change in 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.

Provided a Named Executive Officer complies with post-employment obligations and restrictions described below and all other terms of the Named Executive Officer Severance Agreement, the Named Executive Officer is entitled to receive compensation during the 12- or 18-month period following termination of employment equivalent to the compensation and benefits customarily provided to such Named Executive Officer while employed including, but not limited to, salary, executive bonus, and in certain cases, continued vesting of outstanding stock options and restricted equity awards, and amounts with respect to 401(k) plan matching contributions and COBRA premiums. 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. Terminated 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 Named Executive Officer Severance Agreement for Dr. DeBoer that was in place for fiscal 2023 did not provide for enhanced benefits upon separation in connection with a Change in Control. The Named Executive Officer Severance Agreements for Messrs. Murphy, Bhatia and Sadana provide that upon certain terminations of employment on or within 12 months following a Change in Control, all of the Named Executive Officer’s outstanding stock options and restricted equity awards will be treated as vested and earned. Mr. Murphy’s Named Executive Officer Severance Agreement also provides that in connection with certain terminations of employment any unvested shares granted as part of his new hire equity award will continue to vest at the same time and in the same amounts as if he had remained an employee through the applicable vesting date.

Terminated Named Executive Officers are subject to the following post-termination obligations and restrictions:

Upon receipt of all benefits under the Named Executive Officer Severance Agreement, we and the Named Executive Officer are considered to have settled, waived, and voluntarily released any and all claims each has or may have against the other, inclusive of any of our affiliates, officers, directors, employees or agents, both individually and in their official capacities, which claims are accruing prior to the end of the 12- or 18-month period following termination of employment.

We entered into an amended and restated Severance Agreement with Dr. DeBoer after the close of our fiscal 2023. In contrast to the agreement with Dr. DeBoer in effect during fiscal 2023, which is described above, the amended and restated Severance Agreement:

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing by Micron under the Securities Act of 1933 or the Exchange Act.

The Compensation Committee has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and our discussions, the Compensation Committee has recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or has been one of our officers or employees or an officer or employee of any of our subsidiaries during fiscal 2023. During fiscal 2023, 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.

The purpose of the 2007 Plan is to promote our success by linking the personal interests of our employees and officers to those of our shareholders, and by providing participants with an incentive for outstanding performance. Permissible awards under the 2007 Plan include: options, restricted stock, restricted stock units, stock appreciation rights, deferred stock units, and dividend equivalent rights. We have issued options, restricted stock, restricted stock units, and dividend equivalent rights under the 2007 Plan. Options granted under the 2007 Plan have an exercise price equal to the fair market value (as defined by the 2007 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 2007 Plan reduces the number of shares available for issuance by two.

Historically, we have provided annual bonuses to our executive officers pursuant to the EIP. As discussed above, the Compensation Committee suspended the EIP for fiscal 2023.

Lapsing of Restrictions Associated with Restricted Stock and Restricted Stock Unit Awards

The restrictions associated with the restricted stock and restricted stock units granted to the Named Executive Officers include both time-based restrictions and performance-based restrictions. Time-based restrictions lapse in three equal installments over a three-year period. The restrictions associated with performance-based awards are described below.

Issuance and Vesting of Performance-based Awards

Our executive officers received awards related to three performance goals: a DRAM market segment metric, a NAND market segment metric and a rTSR metric. Please see “Fiscal 2023 Executive Compensation – Fiscal 2023 Long-Term Equity Incentives” section of the “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. Unless the threshold targets are achieved or exceeded, the restrictions will not lapse and the shares will be forfeited.

No bonuses were paid to the Named Executive Officers for fiscal 2023 as a result of our suspension of the EIP for fiscal 2023 in February 2023 regardless of the achievement of certain goals. Please see the “Fiscal 2023 Executive Compensation – Fiscal 2023 Short-Term Incentive Awards” section of the “Compensation Discussion and Analysis.”

OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END