Norway’s $2 trillion Sovereign Wealth Fund recently voted against two key proposals involving Microsoft CEO Satya Nadella. At the company’s annual shareholder’s meeting on December 5, the Fund voted against Nadella’s compensation package as well as him continuing as chair of Microsoft’s board. Norway’s Sovereign Wealth Fund is managed by Norges Bank Investment Management. As per LSE, the Fund is Microsoft’s 8th largest shareholders.The Fund owned a 1.35% stake worth $50 billion in Microsoft as of June 30, its second-largest equity holding overall, after AI chip giant Nvidia.Voting against Satya Nadella’s compensation package, the Fund said: “The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement.” “The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration,” it added.Norway’s sovereign wealth fund has a long-standing policy of pushing for stronger corporate governance and stricter executive pay practices, and its votes reflect those positions.
As for voting against Nadella’s re-election as Director, the Fund said “The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest.”
Microsoft board approves Satya Nadella’s compensation
At the annual shareholder meet, the Microsoft board approved Nadell’s new compensation plan that increases his annual compensation to $96.5 million for fiscal 2025. This record high is driven by a 23% stock surge in 2025, with shares doubling in value over three years. The Microsoft Board’s compensation committee cited exceptional progress in AI as a key factor for approving the compensation package.Satya Nadella’s pay package, detailed in regulatory filings, reflects a 22% increase from the previous year, largely fueled by stock awards tied to the company’s surging share price.
