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TABLE OF CONTENTS
UNITED STATES
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
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To the Shareholders: NOTICE IS HEREBY GIVEN that the Fiscal The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. Only shareholders of record at the close of business on November 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 Attendance at the Annual Meeting will be limited to shareholders and our guests. Shareholders may be asked to furnish proof of ownership of our Common Stock before being admitted to the meeting. To ensure your representation at the meeting, you are urged to YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY PROMPTLY. Information Concerning Solicitation and Voting Proposal 1 – Election of Directors Certain Relationships and Related Transactions Compensation of Directors Executive Compensation Discussion and Analysis Proposal 2 – Say on Pay Compensation Committee Report Summary Compensation Table Grants of Plan-Based Awards Outstanding Equity Awards Option Exercises and Stock Vested Nonqualified Deferred Compensation Chief Executive Officer Pay Ratio Potential Payments Upon Termination Or Change In Control Equity Compensation Plan Information Delinquent Section 16(A) Reports Proposal 3 – Ratification of PWC Principal Shareholders Notice of Electronic Availability of Proxy Materials Incorporation by Reference of Certain Financial Information Householding of Proxy Statements and Annual Reports Cautionary Note on Forward Looking Statements Deadline for Receipt of Shareholder Proposals Auditor Fees Beneficial Ownership Table Board Leadership CEO Pay Ratio Compensation Consultant Director Independence Director Biographies Director Skills Director Tenure Financial Performance Pay-for-Performance Peer Group Perks Related Party Transactions Stock Ownership Guidelines PROXY STATEMENT This proxy statement (the "Proxy Statement") is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Micron Technology, Inc. (the "Board"), for use at the Fiscal This Proxy Statement and related proxy card are first being distributed on or about December 6, 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 meeting, your vote must be received by 11:59 p.m., Eastern Standard Time, on January Shareholders of record at the close of business on November 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 in person or by delivering to us a written notice of revocation or another duly executed proxy bearing a date later than the earlier given proxy but prior to the date of 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 intend to use 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. We have one class of stock outstanding, common stock, $0.10 par value per share (the "Common Stock"). As of the Record Date, Under the Delaware General Corporation Law, 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 may not vote on matters relating to the election of directors or Directors will be elected if the number of votes "FOR" a particular director exceeds the number of votes "AGAINST" that same The shares of Common Stock represented by all properly executed proxies received 2 | 2019 Proxy Statement of Common Stock represented thereby will be voted (i) FOR each of the nominees named herein as directors, or their respective substitutes as may be appointed by the Board of Directors, (ii) FOR a non-binding resolution to approve the compensation of our Named Executive Officers as described in this Proxy Statement, (iii) FORratification of the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending PROPOSAL 1 – ELECTION OF DIRECTORS Our Board of Directors is presenting seven nominees for election as directors at the Annual Meeting. Each of the nominees is currently a member of our Board and, other than Ms. Wright (who joined our Board in July 2019), was elected to Each director nominee If a nominee who is serving as a director is not elected at the Annual Meeting Patrick J. Byrne has indicated that 4 | 2019 Proxy Statement Table of Robert L. Independent § Interim Chief Executive Officer of Blue Willow Systems, Inc., a software as a service resident safety platform for senior living facilities, from August 2017 until August 2018. § Chairman of the Board of Directors of PMC-Sierra, Inc. from 2005 until May 2011, also served as a director of PMC from October 1996 to May 2011 and was PMC's Chairman from February 2000 until February 2003 and Chief Executive Officer from July 1997 until May 2008. § Within the past five years, Mr. Bailey also served on the Board of Directors of Entropic Communications. Other Current Public Company Directorships None Board Skills, Qualifications, and Expertise Mr. Bailey's experience as chief executive officer and director of a leading public technology company provides our Board expertise in the technology industry and also in corporate strategy, financial management, operations, marketing, and research and development, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Mr. Bailey to serve as a member of our Board of Directors. Richard M. Independent § Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. from 2008 through June 2012; director from 2008 to 2013. § Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and a director of Intersil Corporation from 2002 to 2008. § Mr. Beyer previously served in executive management roles at FVC.com, VLSI Technology, and National Semiconductor Corporation, and served three years as an officer in the United States Marine Corps. § Within the past five years, Mr. Beyer served on the Board of Directors of Microsemi Corporation and Analog Devices, Inc. Other Current Public Company Directorships § Chairman, Dialog Semiconductor Board Skills, Qualifications, and Expertise Mr. Beyer's experience as the Chief Executive Officer and a director at leading technology companies provides our Board expertise in the technology industry and also in corporate strategy, financial management, operations, marketing, and research and development, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Mr. Beyer to serve as a member of our Board of Directors. Table of Steven J. Independent § Executive Vice President, Finance and Chief Financial Officer from October 2004 until his retirement in December 2011, and Senior Vice President, Finance and Chief Financial Officer from August 2002 to September 2004 at NetApp, Inc., a storage and data management company. § Within the past five years, Mr. Gomo served on the Board of Directors of SanDisk Corporation and NetSuite, Inc. Other Current Public Company Directorships § Nutanix, Inc. § Enphase Energy, Inc. Board Skills, Qualifications, and Expertise Mr. Gomo's experience as the CFO of a public technology company provides our Board expertise in the technology industry, particularly in the areas of finance, accounting, treasury, investor relations, and securities, which contribute valuable insights and perspectives to our business and operations. We believe these experiences, qualifications, attributes, and skills qualify Mr. Gomo to serve as a member of our Board of Directors. Mary Pat Independent § Vice Chair of KPMG LLP, the US member firm of the global audit, tax, and advisory services firm, from July 1998 until her retirement in December 2011. Ms. McCarthy joined KMPG in 1977, became a partner in 1987, and held numerous senior leadership positions with the firm during her tenure. § Within the past five years, Ms. McCarthy served on the Board of Directors of Andeavor and Mutual of Omaha. Other Current Public Company Directorships § Palo Alto Networks, Inc. Board Skills, Qualifications, and Expertise Ms. McCarthy's experience advising numerous companies on financial and accounting matters as a Certified Public Accountant (ret.) provides our Board deep technical expertise in financial and accounting matters, and contributes valuable insights and perspectives to our business and operations. We believe these experiences, qualifications, attributes, and skills qualify Ms. McCarthy to serve as a member of our Board of Directors. 6 | 2019 Proxy Statement Sanjay Chief Executive Officer § Mr. Mehrotra has served as Micron's President, Chief Executive Officer, and Director since May 2017. § Prior to that, Mr. Mehrotra co-founded and led SanDisk Corporation as a start-up in 1988 until its eventual sale in May 2016, serving as its President and Chief Executive Officer from January 2011 to May 2016 and as a member of its Board of Directors from July 2010 to May 2016. § Within the past five years, Mr. Mehrotra served as a member of the Board of Directors for Cavium, Inc. and Western Digital Corp. Other Current Public Company Directorships None Board Skills, Qualifications, and Expertise Mr. Mehrotra has 39 years of experience in the semiconductor memory industry, and as a co-founder of SanDisk, he offers a unique perspective on the industry and has significant senior leadership and technological expertise. In addition, Mr. Mehrotra's experience provides our Board expertise in finance, corporate development, corporate governance, and business strategy, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Mr. Mehrotra to serve as a member of our Board of Directors. Robert E. Independent, § Chairman, President, and Chief Executive Officer of ADC Telecommunications, Inc., a supplier of network infrastructure products and services, from August 2003 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career there held numerous leadership positions. § Within the past five years, Mr. Switz served on the Board of Directors of GT Advanced Technologies Inc., Broadcom Corporation, Cyan, Inc., Pulse Electronics Corporation, Leap Wireless International, Inc., and Gigamon, Inc. Other Current Public Company Directorships § Marvell Technology Group Ltd. § FireEye, Inc. Board Skills, Qualifications, and Expertise Appointed Chairman of Micron's Board of Directors in 2012, Mr. Switz's experience as Chief Executive Officer and Chairman of a leading technology company and history and leadership on Micron's Board provide the Board expertise in the technology industry as well business operations, finance, corporate development, corporate governance, and management, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Mr. Switz to serve as a member of our Board of Directors. Table of MaryAnn Independent § Group Vice President of Engineering and Product Development of Johnson Controls International ("JCI") from 2013 to 2017. Ms. Wright also served as Vice President and General Manager for Johnson Controls' Hybrid Systems business and as CEO of Johnson Controls-Saft from 2007 to 2009. § Prior to joining JCI, Ms. Wright was EVP Engineering, Sales and Program Management at Collins & Aikman from 2006 to 2007. § Prior to that, Ms. Wright held several executive positions at Ford Motor Company, including Chief Engineer, from 2003 to 2005, and Director of Sustainable Mobility Technologies and Hybrid and Fuel Cell Vehicle Programs from 2004 to 2005. Other Current Public Company Directorships § Group1 Automotive Inc. § Maxim Integrated § Delphi Technologies Board Skills, Qualifications, and Expertise Ms. Wright's extensive experience in, and knowledge of, the automotive industry, public board experience and her expertise in vehicle, advance powertrain, and energy storage system technologies, provide our Board expertise in the technology industry as well as business operations, finance, corporate development, corporate governance, and management, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Ms. Wright to serve as a member of our Board of Directors. There are no family relationships between any of our directors or executive officers. The Board of Directors recommends voting The Governance and Sustainability Committee regularly reviews the appropriate size and composition of When the Board of Directors decides to add directors to the Board, the Governance and Sustainability Committee works with a third party executive search firm to assist them in identifying and evaluating potential candidates. 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 the range of viewpoints represented on the Board. Shareholder Recommendations of Director Candidates Our Bylaws permit shareholders to nominate directors at an annual meeting of shareholders or at a special meeting at which directors are to be elected. A shareholder may recommend a director candidate to the Governance and Sustainability Committee by delivering a written notice to our Corporate Secretary at our principal executive offices and including the following in the notice: the name and address of the shareholder as they appear on our books or other proof of share ownership; the number of shares of our common stock beneficially owned by the shareholder as of the date the shareholder gives written notice; a description of all arrangements or understandings between the shareholder and the The Governance and Sustainability Committee may require additional information as it deems reasonably required to determine the eligibility of the director candidate to serve as a member of our Board of Directors. Shareholders recommending candidates for consideration by our Board in connection with the next annual meeting of shareholders should submit their written recommendation no later than one hundred twenty (120) calendar days in advance of the date of our Proxy Statement released in connection with the previous year's annual meeting of shareholders. The Governance and Sustainability Committee will evaluate director candidates recommended by shareholders for election to our Board in the same manner and using the same criteria as it uses for any other director candidate. If the Governance and Sustainability Committee determines that a shareholder-recommended candidate is suitable for membership on our Board of Directors, it will include the candidate in the pool of candidates to be considered for nomination upon the occurrence of the next vacancy on our Board or in connection with the next annual meeting of shareholders. Proxy Access In 2018, the Board amended our Bylaws to permit up to 20 shareholders owning in the aggregate at least 3% of the Company's outstanding common stock continuously for at least three years to nominate and include shareholder-nominated director candidates in our proxy materials for annual meetings of shareholders. A shareholder, or group of not more than 20 shareholders (collectively, an "eligible shareholder") Other Director Nominations Shareholders who wish to nominate a person for election as a director in connection with an annual meeting of shareholders (as opposed to making a recommendation to the Governance and Sustainability Committee as described above) and who do not intend for the nomination to be included in our proxy materials pursuant to the proxy access process described above must comply with the advance notice requirement set forth in Section 11 of our Bylaws. Board Refreshment The Board of Directors believes that periodic Board refreshment can provide new experiences and fresh perspectives to our Board and is most effective if it is sufficiently balanced to maintain continuity among Board members that will allow for the sharing of historical perspectives and experiences relevant to our Company. Our Board seeks to achieve this balance through its director succession planning process and director retirement policy, as well as in response to the annual Board and individual director assessment process discussed below. In July 2019, our Board appointed Ms. MaryAnn Wright as a director. Ms. Wright brings valuable insights and experience to our Board, including extensive experience in and knowledge of the automotive industry and a deep technical background. With Ms. Wright's appointment, and the appointment of Ms. McCarthy and Mr. Gomo in 2018, our Board refreshed its composition while maintaining institutional knowledge with directors of varying lengths of tenure. 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. Retirement Policy Our Corporate Governance Guidelines specify a mandatory retirement age of 75 for members of our Board and provide that committee chairs serve for no more than five years, but give the Board discretion, in each case, to waive the requirement annually on a case-by-case basis. We are committed to engaging with our shareholders and soliciting their views and input on important performance, executive compensation, governance, environmental, social, human capital management, and other matters. 10 | 2019 Proxy Statement While our discussions with investors covered a variety of topics in fiscal 2019, such discussions primarily focused on environmental and social issues, including diversity and culture at the Company, recent developments and enhanced disclosure in our 2019 Sustainability Report, Board composition and refreshment efforts (including the recent additions to our Board), and executive compensation philosophy and program design. We believe our people are our most important resource and a critical driver of our competitive advantage, and that our best innovation springs from our team members' diverse experiences, perspectives, and backgrounds. Our Board of Directors considers the creation and maintenance of a diverse and inclusive environment to be a crucial element of the Company's business strategy, including effectively addressing customer, shareholder, and other stakeholder needs, and believes each Micron hire is an opportunity to enhance the competencies, skills, talent, experience, and perspectives in our Company with diverse perspectives, backgrounds, and viewpoints. The Board has tasked the Company's management team with taking a proactive approach to diversity, equality and inclusion, and periodically reviews our programs and processes to ensure continual improvement. Please see our 2019 Diversity and Inclusion Report, available at micron.com/DEI, for more information concerning these efforts. Our Diversity, Equality and Inclusion efforts, and the information at or accessible through our website, are not part of or incorporated by reference into this Proxy Statement. Corporate Social Responsibility and Sustainability We believe that a commitment to corporate sustainability and supporting our global community is a critical part of our mission to deliver innovative solutions that accelerate our customers' We strive to make a positive impact on our employees, the communities in which we operate, and the planet, as well as our customers' sustainability performance, by focusing on three key strategies: operating thoughtfully, empowering people, and sourcing responsibly. We report annually on our 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 ("ERM") program, which is a unified approach to risk management that helps us achieve a shared understanding of risks and make informed business decisions. This approach enhances our capability to address future events that create uncertainty and respond in an efficient and effective manner. It also ensures prompt resolution of identified risks and embeds risk management into our culture. The Board ERM Process We designed our ERM 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 Compensation Risks The Compensation Committee reviews our compensation programs annually and 12 | 2019 Proxy Statement supplemental compensation programs tailored to their specific operations and goals, and programs may differ by country due to variations in local laws and customs. Code of Business Conduct and Ethics The Board Self-Evaluation The Governance and Sustainability Director Independence The Board of Directors has determined that directors Byrne, Bailey, Beyer, Gomo, McCarthy, Switz, and Wright qualify as independent directors. In determining the independence of our Board of Directors Leadership Structure Mr. Switz has served as our independent Chairman of the Board of Directors since February 2012. We do not have a fixed policy on whether the roles of Chairman and Chief Executive Officer should be separate or combined. The Board of Directors Meetings and Committees Our Board of Directors held six meetings during fiscal Directors during fiscal The Audit, Compensation, Finance, and Governance and Sustainability Committees each have written charters that comply with SEC and Nasdaq rules relating to corporate governance matters. Copies of the committee charters as well as our Corporate Governance Guidelines are available atwww.micron.com and are also available in print upon request to corporatesecretary@micron.com. The Board of Directors has determined that all the members of the Audit, Compensation, and Governance and Sustainability Committees satisfy the independence requirements of applicable SEC laws and the Listing Rules of Nasdaq for such committees. Audit Committee Ms. McCarthy and Messrs. Bailey, Byrne, and Gomo currently serve on the Audit Committee. During fiscal The Audit Committee is also responsible for preparing the Audit Committee report that is included in our annual Proxy Statement. See "Report of the Audit Committee of the Board of Directors." The complete duties and responsibilities of the Audit Committee are set forth in its written charter, which is available atwww.micron.com and is also available in print upon request to corporatesecretary@micron.com. Compensation Committee Messrs. Beyer, Byrne, Ms. Governance and Sustainability Committee Ms. Wright and Messrs. The complete duties and responsibilities of the Governance and Sustainability Committee are set forth in its written charter, which is available atwww.micron.com and is also available in print upon request to corporatesecretary@micron.com. Mr. Switz has been the independent Chairman of our Board of Directors since February 2012. As part of his duties as Chairman, Mr. Switz chairs Executive Session meetings of our Board of Directors. Shareholders and interested parties wishing to communicate with our Board of Directors may contact Mr. Switz at chairman@micron.com. Related party transactions are reviewed by our Board of Directors. Related parties include our directors and officers, their family members and affiliates, and certain beneficial owners. In cases where the related party is a director or an affiliate of a director, that director does not participate in the review of the proposed transaction. In reviewing a proposed related party transaction, the Board of Directors considers all the relevant facts and circumstances of the transaction, such as (i) the nature and terms of the transaction, (ii) the dollar value of the transaction, (iii) whether the terms of the transaction are at least as favorable as they would have been if a related party was not involved, (iv) the business reasons for the transaction, (v) whether the transaction would result in an improper conflict of interest, and (vi) the effects of the transaction on the ongoing relationship between us and the related party. Other than as noted below, there were no related party transactions in excess of $120,000 for fiscal 2019 and through November 18, 2019. We purchased various equipment and maintenance parts from Tektronix for approximately $990,000 during the beginning of fiscal 2019 through March 2019. Mr. Byrne served as the President of Tektronix, a subsidiary of Fortive Corporation, from July 2014 through March 2019. The Governance and Sustainability Committee Annual Retainer and Committee Chair Remuneration Non-employee directors are entitled to receive an annual retainer of $125,000 in fiscal Set forth below are the amounts directors are entitled to receive for their service as committee chair or Chairman of the Board of 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 of Directors. We reimburse directors for travel and lodging expenses, if any, incurred in connection with attendance at Board of Directors' meetings. Equity Award Non-employee directors receive an annual equity award. Since fiscal 2007, the equity award has been exclusively in the form of restricted stock. The "targeted value" for the annual non-employee director equity award is established each year by the Board of Directors following discussions with our compensation consultant and has been set at $250,000 since fiscal 2015. The number of restricted shares awarded to each non-employee director is determined by dividing the applicable targeted value by the Fair Market Value of a share of our Common Stock, as defined under our equity plans. For purposes of our equity plans, "Fair 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 the shares awarded in fiscal 16 | 2019 Proxy Statement The following table details the total compensation earned by our non-employee directors in fiscal Steven Gomo Mary Pat McCarthy MaryAnn Wright We have established stock ownership guidelines for our directors. The minimum ownership guideline for directors is to hold shares with a value equal to five times their annual retainer. The minimum ownership guideline for our CEO is to hold shares with a value equal to five times his base salary. 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 in compliance with the guidelines. The following table shows non-employee director compliance with the guidelines as of the Record Date: MaryAnn Wright Please refer to page 18 | 2019 Proxy Statement EXECUTIVE COMPENSATION AND RELATED INFORMATION PROPOSAL 2 – ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY") The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our Named Executive Officers as described in this Proxy Statement in the "Compensation Discussion & Analysis" section on page 21. We seek your advisory vote and ask that you indicate your support for the compensation of the Named Executive Officers as disclosed in this Proxy Statement. 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 of Directors determined to implement an advisory vote on executive compensation every year until the next required vote on the frequency of shareholder votes on the compensation of executives, which is occurring at the fiscal 2023 Annual Meeting of Shareholders. At our annual meeting of shareholders held in January 2019, 89% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. See "Consideration of the Fiscal 2018 Advisory Vote on Executive Compensation" on page 23. Please read the Compensation Discussion & Analysis for information necessary to inform your vote on this proposal. The Board of Directors invites you to review carefully the Compensation Discussion and Analysis beginning on page 21 and the tabular and other disclosures on executive compensation beginning on page 42, and cast a vote "FOR" the following resolution: "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 say-on-pay vote is required by Section 14A of the Exchange Act (15 U.S.C. 78n-1) and is advisory and therefore not binding on us, the Compensation Committee, or the Board of Directors. 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 of Directors and Compensation Committee value the opinions of our shareholders and will consider the results of the say-on-pay vote and any other feedback from shareholders in its evaluation of our compensation program as it believes to be appropriate. The affirmative vote of a majority of the voting power of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on this Proposal 2 is required to approve the non-binding advisory vote on the compensation of our named executive officers. While this vote is nonbinding on our Company and our Board of Directors, and will not be construed as overruling a decision by our Company or our Board or creating or implying any additional fiduciary duty for our Company or our Board, our Board and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for named executive officers under our executive compensation program. 20 | 2019 Proxy Statement 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, the foregoing individuals are referred to as our "Named Executive Officers." Fiscal Total Shareholder Return ("TSR") The following chart shows our relative TSR data as compared to the median of our Compensation Peer Group. The information presented is based on closing prices on or nearest August Compensation Highlights 22 | 2019 Proxy Statement Consideration of the Fiscal At the Fiscal Each year, the Compensation Committee, advised by its independent compensation consultant, undertakes a rigorous process to review our executive compensation program The Compensation Committee annually engages an outside compensation consultant. The Compensation Committee also works closely with our CEO with respect to the determination of compensation of other officers. A more complete description of the Compensation Committee's responsibilities is provided in the Compensation Committee's Charter approved by the 24 Pay-for-Performance Philosophy 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 compensation is placed "at risk" and linked to the accomplishment of specific financial and operational performance goals that we expect will lead to increased long-term value creation for our shareholders. The table below summarizes the key elements of the compensation that applied to our Named Executive Officers in fiscal 2019 relative to our pay-for-performance philosophy. • A substantial majority of the compensation available for executives is performance-based and delivered in the form of equity in order to more closely align management and shareholder interests • Market Data forms the basis of our compensation targets, with differentiation based on individual factors such as nature of the role, proficiency in the role, sustained performance over time, and importance to our leadership succession plans • Incentive awards require achievement of critical financial and operating goals and are primarily measured against objective metrics that we believe result in the creation of sustainable value for our shareholders • Actual, realized compensation is designed to fluctuate and be commensurate with changes in shareholder value over time • Performance-based equity, measured by internal and external metrics ultimately aimed at driving shareholder value, comprises a significant portion of our long-term incentives • The Compensation Committee reviews our pay-for-performance compensation arrangements annually, with input from our CEO and advice from the Compensation Committee's independent compensation consultant • Individual performance assessment is based on numerous factors, including among others: contribution to business results and company performance; completion of objectives; behavior consistent with the highest standard of integrity, ethics and company values; and commitment to sustainability and diversity, equality and inclusion programs and initiatives Targeting "Reasonable" and "Competitive" Pay We believe Reasonable The Compensation Committee The semiconductor industry is highly Competitive We believe, including based on advice We do not require that a particular element comprise a set portion of the total compensation mix. We do believe, however, that a significant portion of the compensation should be variable (such as performance-based Compensation-setting Process and the Determination of Compensation Levels 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 our compensation consultant. The Compensation Committee also works with our CEO to establish performance goals that further our strategic objectives. Engagement of Compensation Consultant The Compensation Committee annually engages a compensation consultant to provide a comprehensive review of executive compensation matters. Our compensation consultant provided the Compensation Committee with information for our officers on cash and non-cash compensation elements and historical and trend payment data. The Compensation Committee has established procedures intended to keep our compensation consultant's advice to the Compensation Committee objective and free of influence from our management. These procedures include: a direct reporting relationship to the Compensation Committee; a provision in the 26 | 2019 Proxy Statement 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 us, including a summary of the work performed for us during the preceding 12 months. For fiscal 2019, the specific activities undertaken by the compensation consultants for the Compensation Committee included: Meridian Compensation Partners, LLC ("Meridian") was our compensation consultant through March 20, 2019 and Compensia, Inc. ("Compensia") was our compensation consultant for the remainder of fiscal 2019. We paid Meridian and Compensia a total of $149,750 and $44,873, respectively, in fiscal 2019 for services provided. Each of Meridian and Compensia provided services related exclusively to the executive and non-employee director compensation consulting work performed for the Compensation Committee and for the Governance and Sustainability Committee. The Compensation Committee considered the independence of our compensation consultants in light of SEC rules and the Listing Rules of Nasdaq. The Compensation Committee received a letter from each compensation consultant 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 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 our compensation consultants. "Market Data" Defined Each year, our Compensation Committee, with assistance from the management team (including our CEO) identify a group of peer companies for the Compensation Committee to use as benchmarks when setting target pay levels. The Compensation Committee considers industry, degree of business match (i.e., semiconductor or electronics manufacturing), and comparability of revenue size when selecting these peer companies, which we refer to as our "Compensation Peer Group." With input and advice from our compensation consultant, the Compensation Committee reviews our Compensation Peer Group annually, to ensure that it reflects industry or economic changes, such as changes in business strategies, operations, product lines, revenues, or availability of information. Each company in our Compensation Peer Group has an industry segment of semiconductor and semiconductor equipment, electronic equipment, instruments, and components or electrical equipment. The companies comprising our Compensation Peer Group generally have revenue between 20% to 250% of the Company's revenue and have a high degree of business match. We believe our Compensation Peer Group is comprised of companies with which we are likely to compete for executive talent. For fiscal 2019, our Compensation Peer Group was as follows: Compensation Peer Group Data Our compensation consultant gathers data from the proxy statements published by our Compensation Peer Group and from published compensation surveys. The relevant survey and Compensation Peer Group data for fiscal 2019, each as discussed below, were weighted equally by the Compensation Committee and are collectively referred to throughout this discussion as the "Market Data." When collecting and assessing market compensation data, we collect 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 benchmarked data based on the factors described earlier. If we are not able to match positions to a reasonable number of companies within the Compensation Peer Group, we look to the rank of the person involved and match ranks, e.g., our highest paid officer is ranked to the highest paid officer at each company within the Compensation Peer Group. Survey Data Survey data may vary from year to year. For fiscal 2019, our compensation consultant used the Radford Global Technology Survey and information obtained from public filings by the Compensation Peer Group. We believe these surveys are particularly relevant for high-technology companies given the high level of participation by such companies in the survey. Compensation-Setting Process Our compensation consultant 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 28 | 2019 Proxy Statement Components of As illustrated in the table below, our executive compensation program is designed to focus on the longer-term and performance-based components of target compensation. • Fixed Compensation • Compensates executives for performing day-to-day job responsibilities • Attracts, develops, and retains highly-qualified executive talent • Maintains stable management team • Market Data median sets baseline • Adjusted for executive's contributions, experience, performance, and length of service • Variable, performance-based cash compensation • Percentage of executive's base salary • Provides performance-based, incentive cash awards for outstanding performance at the individual, business-unit, and/or company-wide level • Encourages accountability by rewarding achievement of specific performance goals • Focuses executives on achievement of near-term financial and operational objectives • Promotes long-term company success and drives shareholder value • Market Date median forms baseline • Annual, pre-determined goals set by the Compensation Committee — Net income target — Achievement of certain technology, product, cost, and customer milestones • Variable, performance-based equity compensation • Three-year performance period (except company valuation goal: 2 year performance period + 1 year time-based vesting) • Earned amount "banked" each year of the performance period • 50% of total banked PRSU vests at end of year 2, remaining and/or incremental vests at end of year 3 • Creates direct, specific alignment with shareholders' interests by focusing executives on long-term value creation through the achievement of key operational milestones and stock price performance • Goals set by the Compensation Committee — Percentage of sales as high value solutions — Free cash flow — Company valuation — Adder for 3D XPoint business • Variable, performance-based equity compensation • Vests ratably over 3 years • Provides alignment with shareholder interests by focusing executives on long-term value creation • Provides retention value • Value based on stock price Fiscal Fiscal 2019 Base Salaries At the completion of fiscal Sanjay Mehrotra David A. Zinsner Fiscal We provided annual short-term incentive cash awards to our executive officers pursuant to the EIP. The EIP was last approved by our shareholders in January 2018. The purpose of the EIP is to attract, retain, and reward qualified executives who are important to our success by providing performance-based, incentive cash awards for outstanding performance at the individual The target incentive amounts payable under the EIP for achievement of the fiscal Target Awards established for fiscal Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana 30 | 2019 Proxy Statement The The Compensation Committee chose these metrics and their linkage to our business and results of operations because they believed: Shortly after the fiscal year concluded, the Compensation Committee Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana Fiscal We believe long-term incentive compensation should be tied to our success and promote increases in 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' interests as their value is dependent upon the achievement of key operational milestones or stock price performance. To help retain executives, we also grant time-based restricted stock awards. The Compensation Committee reviews peer data related to the mix and types of long-term incentive awards and works with its independent compensation consultant to determine the allocation and type of performance- and time-based awards to grant each fiscal year. In setting fiscal his compensation package set upon his hire in February 2018). The Compensation Committee In determining the amount of the long-term equity incentive awards for our Named Executive Officers, the Compensation Committee reviewed Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana We have not, and do not plan to time the Performance-based RSUs Granted in Fiscal 2019 PRSUs support the Compensation Committee's desire to link realized value to the achievement of critical financial and operational objectives and ensure shareholder alignment. In fiscal 2019, awards of PRSUs ("2019 PRSU Awards") comprised 50% of the target value of awards granted to our Named Executive Officers. 2019 PRSU Awards are eligible to be earned (or "banked") during the three-year period covering fiscal years 2019, 2020, and 2021, except for awards tied to company valuation, which are eligible to be banked during the two-year period covering fiscal years 2019 and 2020 (the "Performance Period") based upon results against performance metrics set at the beginning of the Performance Period. Banking of Shares The actual number of PRSUs that will be banked and become eligible to vest pursuant to a 2019 PRSU Award is determined by reference to the target number of PRSUs subject to the 2019 PRSU Award and the payout factor that results from actual performance versus pre-established performance metrics (each, a "Payout Factor"). 2019 PRSU Awards are awarded based on the achievement of milestones in the following categories: 32 | 2019 Proxy Statement Performance is measured by a threshold, target, and a maximum payout for each performance category. Awards do not bank unless performance meets or exceeds the threshold established for each category. When performance results in achievement above the threshold and between performance levels, the applicable Payout Factor will be determined based on straight line interpolation. Determination of Payout Achievement levels with respect to the Payout Factor applicable to a 2019 PRSU Award are measured at the end of each applicable fiscal year of the Performance Period. No later than 60 days after the end of each fiscal year in the Performance Period (the "Certification Date"), our Compensation Committee determines and certifies the resulting Payout Factors as set forth above. PRSUs that are earned become "Banked PRSUs." In addition, the 2019 Payout Factors with respect to high-value solutions and free cash flow may be increased as a result of an adder upon achievement of 3D XPoint stretch milestones that the Compensation Committee believes represent significant progress in the development of next-generation products that will enhance long-term shareholder value (an "Adder"). Vesting PRSUs do not vest under the 2019 PRSU Award until the Certification Date that immediately follows the end of fiscal year 2020, when 50% of the then-unvested Banked PRSUs (for the avoidance of doubt, inclusive of any PRSUs becoming Banked PRSUs as of such Certification Date) will vest. Remaining Banked PRSUs and/or incremental PRSUs that become Banked PRSUs will vest as of the Certification Date that immediately follows the end of fiscal year 2021. Cap on PRSU Earning and Vesting The number of PRSUs that may be earned under all 2019 PRSU Awards (taken together) during the Performance Period will not exceed two times the aggregate target number of PRSUs covered by all of a Named Executive Officers' 2019 PRSU Awards (the "2x Limit"). As a result, our Named Executive Officers' ability to earn and vest any PRSUs is capped at the 2x Limit. Additionally, the maximum award of PRSUs may not exceed 5,000,000 shares of our Common Stock in any one calendar year to any one participant, as provided in the applicable equity incentive plan. Fiscal 2019 PRSUs Achievement In October 2019, the Compensation Committee reviewed the Company's performance relative to the 2019 Performance Metrics, applied the applicable 2019 Payout Factors, determined that the Company had achieved an Adder milestone related to execution to 3D XPoint stretch goals, and certified that the following shares had been banked under the 2019 PRSU Award: High-value Solutions (35% weight) 3D XPoint Adder Free Cash Flow (40% weight) 3D XPoint Adder Company valuation (25% weight) Sanjay Mehrotra David A. Zinsner Manish Bhatia Scott J. DeBoer Sumit Sadana Achievement of Performance-based RSUs Granted in Fiscal 2018 In fiscal 2018, awards of PRSUs ("2018 PRSU Awards") comprised 30% of the target value of awards granted to our Named Executive Officers, except with respect to Mr. Zinsner, who received a mix of 50% options and 50% time-based restricted stock as part of his new hire package. 2018 PRSU Awards are eligible to be earned during the three-year period covering fiscal years 2018, 2019, and 2020 based on results against two-year performance metrics plus a one-year service period. 2018 PRSU Awards are awarded based on the achievement of milestones in the following categories: In October 2019, the Compensation Committee reviewed the Company's performance relative to the performance milestones set forth in the 2018 PRSU Award and certified that the following shares had been banked under the 2018 PRSU Award for the fiscal 2019 period: DRAM technology ramp (25% weight) NAND technology ramp (25% weight) Company valuation (50% weight) Sanjay Mehrotra Manish Bhatia Scott J. DeBoer Sumit Sadana 34 | 2019 Proxy Statement Time-Based RSUs Time-based restricted stock units ("RSUs") support retention and are linked to shareholder value and ownership. Annual RSUs vest ratably over three years from the date of grant, subject to continued employment. In fiscal 2019, RSUs comprised 50% of the target value of long-term incentive awards granted. Other Fiscal We provide a competitive level of time-off, health, life, disability, and retirement benefits to substantially all employees. The Named Executive Officers participate in the same plans as our other employees. Executive perquisites The following charts show one-year relative TSR data, three-year relative TSR data, and CEO compensation for us and our Compensation Peer Group. The information presented in the one-year TSR chart below is based on closing prices of our Common Stock on August 36 | 2019 Proxy Statement The CEO pay information presented in the chart below represents peer compensation data via proxy statements presented to the Compensation Committee in July The Compensation Committee Mr. Mehrotra's compensation is comprised of the following elements: Base Salary Mr. Mehrotra's base salary for fiscal Short-Term Incentive Mr. Mehrotra's short-term incentive target was Long-Term Equity Incentive Mr. Mehrotra's long-term equity incentive opportunity for fiscal The following table sets forth the elements and amounts of Mr. Mehrotra's long-term incentive awards: Fiscal 2019 Time-based Restricted Stock Performance-based Restricted Stock Units(2) Other Compensation The Compensation Committee agreed to reimburse Mr. Mehrotra for commuting expenses, and federal, state, and other income taxes resulting from imputed income related to his commuting expenses. See footnote Severance Agreements 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. 38 | 2019 Proxy Statement If Mr. Other Named Executive Officers Each of our other Named Executive Officers have severance agreements (together, the "NEO Severance Agreements"). The NEO Severance Agreements provide for severance benefits upon Provided a Named Executive Officer complies with post-employment obligations and restrictions described below and all other terms of the 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 shares. With respect to cash and equity awards that are performance-based, the Named Executive Officer is entitled to receive such awards only if the goals are achieved before or during the 12- or 18-month period following termination of employment. Such 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. Terminated Named Executive Officers are subject to the following post-termination obligations and restrictions: Upon receipt of all benefits under the NEO 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. Estimated Severance Payments See "Potential Payments Upon Termination or Change in Control" on page Change in Control Arrangements We do not have separate change in control agreements for our Named Executive Officers and directors. The Executive Agreement and the NEO Severance Agreements referenced above provide for transitional benefits in the event of termination of employment, including following a change in control. In addition, under the terms of our EIP and our equity compensation plans, awards may be substituted, assumed or accelerated upon a change in control, depending upon the circumstances. In August 2016, the Compensation Committee amended our equity plans to replace "single-trigger" vesting provisions with "double-trigger" vesting provisions in the event of a change in control. As a result, if awards granted after August 25, 2016, are assumed by a successor in connection with a change in control, such awards will not automatically vest and pay out solely as a result of the change in control. Instead, such awards will only vest if within one year after the effective date of the change in control, the Section 162(m) generally disallows a tax deduction to public companies for compensation over $1,000,000 per person paid to certain of our Named Executive Officers (and, starting for our fiscal 2019, paid per person to all of our Named Executive Officers and certain other executive officers). Prior to fiscal 2019, qualifying performance-based compensation was not subject to the deduction limit if certain requirements were met. The key components of our long-term incentives in the form of stock option grants and performance-based restricted stock unit awards were designed to comply with these requirements. Awards under the EIP also generally were designed to comply with the statute. A number of requirements must be met for particular compensation to qualify, however, there can be no assurance that such compensation will be fully deductible under all circumstances. Although the Compensation Committee considers the deductibility of compensation under Section 162(m) whenever practicable, it reserves the right to grant or approve compensation or awards that may be non-deductible when it believes such compensation or awards are in our and our shareholders' best interests. 40 | 2019 Proxy Statement We have established stock ownership guidelines for our executive officers. The Compensation Committee believes that officers will more effectively manage a company in the best interests of the shareholders if they are also shareholders. The minimum ownership guideline for our CEO is to hold shares with a value equal to five times his base salary. Messrs. Zinsner, Bhatia, DeBoer, The following table shows compliance with the guidelines as of the Record Date: Sanjay Mehrotra David A. Zinsner Please see page 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 of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. 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 The following table details the total compensation earned by our Named Executive Officers in fiscal 2019, 2018, Sanjay Mehrotra President and Chief Executive Officer David A. Zinsner Senior Vice President and Chief Financial Officer 42 | 2019 Proxy Statement Sanjay Mehrotra David A. Zinsner Table of The table below sets forth the plan-based award grants to our Named Executive Officers in fiscal Sanjay Mehrotra David A. Zinsner Manish Bhatia The purpose of the 2004 Plan is to promote our success by linking the personal interests of our employees, officers, and consultants to those of our shareholders, and by providing participants with an incentive for outstanding performance. Permissible awards under the 2004 Plan include: options, restricted stock, restricted 44 | 2019 Proxy Statement stock units, stock appreciation rights, deferred stock units, and dividend equivalent rights. We have issued options, restricted stock, and restricted stock units under the 2004 Plan. Options granted under the 2004 Plan have an exercise price equal to the fair market value (as defined by the 2004 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 2004 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, in October 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. Restricted Stock Units Our executive officers received awards related to three Cash Awards Bonuses were paid to the Named Executive Officers in fiscal The following table provides information with respect to outstanding stock options, restricted stock, and restricted stock units held as of August Sanjay Mehrotra David A. Zinsner 46 |2019 Proxy Statement The following table sets forth information related to the number of options and restricted awards held by each of the Named Executive Officers that were exercised or vested in fiscal Sanjay Mehrotra David A. Zinsner Mr. Mehrotra is the only Named Executive Officer who has participated in the Micron Technology, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan") The Deferred Compensation Plan is a nonqualified deferred compensation plan under which designated eligible participants may elect to defer compensation. Eligible participants include a select group of management and other employees of the Company that meet certain compensation requirements, including each of the 48 | 2019 Proxy Statement their separation from service. Participants may elect to receive payment of their account balances in a single sum cash payment or in substantially equal annual cash installments over not less than two years and not more than ten years. Account balances will become payable immediately in a single sum cash payment upon a In accordance with Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee. The median employee generally is the employee whose annual total compensation is at the midpoint of our employees, ranked in order of their compensation amounts. As permitted Once we identified the median employee, we determined actual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K and in the same manner as our Chief Executive Officer in the Summary Compensation The SEC rules for identifying the median employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. The Median Compensation Employee for fiscal The following tables quantify the estimated payments and benefits for each of the Named Executive Officers pursuant to the Executive Agreement and NEO Severance Agreements and in the event of a change of control as described in the "Severance and Change in Control Arrangements" section of the "Compensation Discussion and Analysis." The amounts listed for the as if a change in control occurred on August All the Named Executive Officers have severance agreements. Payments and benefits upon termination for The "Salary" portion of severance payments is paid on our regular bi-weekly payroll schedule during the officer's one-year Transition Period subject to the possibility of a six-month delay that may be required by Section 409A of the Code ("Section 409A"). If Section 409A imposes a six-month delay, payments during the delay would be accumulated and paid to the officer on the first day of the seventh month following the Named Executive Officer's separation from service. The remaining payments would then be paid according to our regular payroll schedule. The "Bonus" portion of the severance payments is paid only if the applicable performance goals are achieved before or during the applicable Transition Period. Such payments are made at the same time that the other officers participating in the applicable bonus plan receive their payments, if any, and typically would occur during our first fiscal quarter. Mr. Mehrotra also would receive a bonus of two times his target annual bonus under the EIP for the year of termination paid on the anniversary of his termination. The "Cash in Lieu of Benefits" portion of the severance payments is calculated based on the difference between the amount of premiums the Named Executive Officer paid each month for benefits coverage as our employee and the estimated premiums the Named Executive Officer would need to pay each month for the same or similar coverage as a former employee. This monthly amount is multiplied by the number of months in the Named Executive Officer's Transition Period and is grossed-up for taxes, with the exception of Mr. Mehrotra, who would receive two times the monthly amount. All gross-up calculations and payments are based on the standard supplemental withholding rates provided by federal and state guidelines. We do not use the Named Executive Officer's actual tax rate for these calculations. The "Cash in Lieu of Benefits" payment is made within 30 days after the Named Executive Officer's separation from service, subject to the possibility of a six-month delay that may be required by Section 409A. If Section 409A imposes a six-month delay, the payment would be made to the Named Executive Officer on the first day of the seventh month following the officer's separation from service. Sanjay Mehrotra David A. Zinsner 50 | 2019 Proxy Statement A change in control is generally defined as a change in the majority of the members of the Board of Directors within a specified time period or the acquisition of 35% or more of our outstanding Common Stock. Our equity plans, grant agreements, and EIP have change in control provisions. In August 2016, the Compensation Committee amended our equity plans to replace "single-trigger" vesting provisions with "double-trigger" vesting provisions in the event of a change in control. As a result, if awards granted after August 25, 2016 are assumed by a successor in connection with a change in control, such awards will not automatically vest and pay out solely as a result of the change in control. Instead, such awards will only vest if within one year after the effective date of the change in control, the Under the EIP, a change in control results in an early payout of awards, to the extent earned. Upon a change in control, performance achievement is measured as of the last day of the month preceding the change in control. We do not have separate change in control agreements for our Named Executive Officers. The Severance Agreements for The compensation that executive officers could receive if a change of control occurs is intended to enable them to objectively evaluate whether a potential change in control is in the best interest of us and our shareholders. The following table sets forth the estimated benefits payable to the Named Executive Officers pursuant to change in control agreements or provisions, assuming a change in control separation occurred on August Sanjay Mehrotra David A. Zinsner 52 | 2019 Proxy Statement The following table provides information as of August Table of Plans Approved by Shareholders 2004 Plan 2007 Plan ESPP Approved Plan Total Plans Not Approved by Shareholders NSOP Not Approved Plan Total Grand Total DELINQUENT SECTION 16(A) Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange Act") requires our directors, 54 | 2019 Proxy Statement PROPOSAL 3 – RATIFICATION OF PRICEWATERHOUSECOOPERS LLP The Audit Committee of the Board of Directors has retained PricewaterhouseCoopers LLP ("PwC") as our Independent Registered Public Accounting Firm to audit our consolidated financial statements for the fiscal year ending The Board of Directors recommends voting Fees charged for services performed by PwC for fiscal The Audit Committee Charter provides that the Audit Committee will pre-approve all audit and non-audit services provided to us by the independent auditors, except for such de minimis non-audit services for which the pre-approved requirements are waived in accordance with the rules and regulations of the SEC. In fiscal 56 | 2019 Proxy Statement This report has been prepared by members of the Audit Committee of the Board of Directors. The Board of Directors determined that each Audit Committee member qualified as an "audit committee financial expert" for purposes of the rules and regulations of the SEC. The Board of Directors also determined that during their period of service on the Audit Committee, each member satisfied the independence requirements of applicable federal laws and the Listing Rules of Nasdaq. The purpose of the Audit Committee is to assist the Board of Directors in overseeing and monitoring (i) the integrity of our financial statements, (ii) the performance of our internal audit function, (iii) the performance of our Independent Registered Public Accounting Firm, (iv) the qualifications and independence of our Independent Registered Public Accounting Firm, and (v) our compliance with legal and regulatory requirements. The Audit Committee has reviewed and discussed our audited financial statements with our management, which has primary responsibility for such financial statements. PwC, our Independent Registered Public Accounting Firm for fiscal On the basis of the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that they include our audited consolidated financial statements in our Annual Report on Form 10-K for fiscal While the Audit Committee has performed the above functions, management, and not the Audit Committee, has the primary responsibility for (i) preparing our consolidated financial statements and for the reporting process in general and (ii) establishing and maintaining internal controls. Similarly, it is the responsibility of the Independent Registered Public Accounting Firm, and not the Audit Committee, to conduct the audit of our consolidated financial statements and express an opinion as to the conformity of the financial statements with accounting principles generally accepted in the United States. Security Ownership of Certain Beneticiai Owners and Management The The Vanguard Group, Inc.(4) BlackRock, Inc.(5) PRIMECAP Management Company(6) Robert L. Bailey Richard M. Beyer Manish Bhatia Patrick J. Byrne Scott J. DeBoer Steven J. Gomo Mary Pat McCarthy Sanjay Mehrotra(7) Sumit Sadana Robert E. Switz MaryAnn Wright David A. Zinsner All directors and executive officers as a group (16 persons) 58 | 2019 Proxy Statement Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on January As permitted by rules recently adopted by the SEC, we are making our proxy material available to our shareholders electronically via the Internet. We have mailed many of our shareholders a Notice containing instructions on how to access this Proxy Statement and our Annual Report on Form 10-K and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your voting instructions over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the We incorporate by reference in this Proxy Statement the "Equity Plans" note to our Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal We are allowed and intend to deliver only one copy of the If you share an address with other registered shareholders and your household receives one copy of the Additionally, we have been notified that certain banks, brokers, and other nominees will household our annual reports and proxy statements for shareholders who hold in street names and have consented to householding. In this case, you may request an individual copy of this Proxy Statement and This proxy statement contains forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements made in Executive Summary of the Compensation Discussion and Analysis and the Letter to Shareholders related to growth as a result of advances in data analytics and industry supply growth in fiscal 2019. Actual events or results could differ materially from those contained in the forward-looking statements. Please refer to the documents we file on a consolidated basis from time to time with the Securities and Exchange Commission, specifically our most recent Annual Report on Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause our actual results on a consolidated basis to differ materially from those contained in the forward-looking statements (see Risk Factors). The forward-looking statements are based on information available to us as of the date hereof and are based on management's current views and assumptions and should not be relied upon as representing our views as of any subsequent date. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, unless the securities laws require us to do so. Proposals by our shareholders which are intended to be presented at our December 6, 60 | 2019 Proxy Statement Fiscal 2019 Annual Meeting of Shareholders of Micron Technology, Inc. to be held January 16, 2020 for Holders as of November 18, 2019 This Proxy is solicited on behalf of the Board of Directors Fiscal 2019 Annual Meeting of Shareholders of Micron Technology, Inc. Date: Place: Time: Thursday, January 16, 2020 130 Holger Way, San Jose, CA 95134-1376 9:00 AM, Pacific Standard Time TELEPHONE CALL 1-866-586-3108 Please make your marks like this: Use dark black pencil or pen only. INTERNET +-Go To: www.proxypush.com/mu The Board of Directors unanimously recommends that you vote "FOR" proposals 1, 2 and 3. Cast your vote online. Use any touch-tone telephone. DIRECTORS RECOMMEND OR Have your Proxy Card ready. Follow the simple instructions to record your vote. Have your Proxy Card ready. Follow the simple recorded instructions. FOR AGAINST ABSTAIN 1. To elect directors to serve for the ensuing year or until their successors are elected and qualified: 01 Robert L. Bailey 02 Richard M. Beyer 03 Steven J. Gomo 04 Mary Pat McCarthy 05 Sanjay Mehrotra 06 Robert E. Switz 07 MaryAnn Wright MAIL FOR FOR FOR FOR FOR FOR FOR Mark, sign and date your Proxy Card. OR Detach your Proxy Card. Return your Proxy Card in the postage-paid envelope provided. Revocable Proxy - Micron Technology, Inc. The undersigned shareholder(s) of Micron Technology, Inc., a Delaware corporation, hereby acknowledge(s) receipt of the Notice of the Fiscal 2019 Annual Meeting of Shareholders and Proxy Statement and hereby appoints Sanjay Mehrotra and David A. Zinsner, and each of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Fiscal 2019 Annual Meeting of Shareholders of Micron Technology, Inc., and at any adjournment or adjournments thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote, if then and there personally present, on the matters set forth, and in their discretion, upon such other matter or matters which may properly come before the meeting or any adjournment or adjournments thereof. 2. To approve a non-binding resolution to approve the compensation of our Named Executive Officers as described in the proxy statement. 3. To ratify the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 3, 2020 4. To transact such other business as may properly come before the meeting or any adjournment thereof. FOR THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. FOR All votes must be received by 11:59 PM, Eastern Standard Time, January 15, 2020. PROXY TABULATOR FOR MICRON TECHNOLOGY, INC. P.O. BOX 8016 CARY, NC 27512-9903 +-EVENT # CLIENT # Authorized Signatures - This section must be completed for your instructions to be executed. Please Sign Here Please Date Above Please Sign Here Please Date Above Copyright © 2019 Mediant Communications, Inc. All Rights Reserved Please separate carefully at the perforation and return just this portion in the envelope. X
December 6, 2018Fellow Micron Shareholders,Our fiscal 2018 was a year of unprecedented success for Micron. We set a host of new company records, both in overall revenue and profitability, as well as sales growth across multiple business segments. Our $30 billion in revenue made us the fourth-largest semiconductor company in the world. We achieved approximately 50% operating margin, with profits that were greater than all previous years in the company’s history combined. Our FY18 results were fueled by healthy end market trends for our products coupled with our strong execution on cost reduction and mix improvements. We doubled our overall sales to data center customers and had very strong growth across all our end markets, including automotive where we achieved record revenue and maintained our leading position.In DRAM, we made significant gains in the fast-growing cloud data center segment through close relationships with key customers. We further strengthened our DRAM product portfolio in FY18 with the introduction of market-leading graphics and low-power DRAM products. We grew DRAM bits per wafer faster than the industry and achieved crossover to leading 1X nanometer DRAM in the client and graphics markets. In NAND, we achieved top market share in SATA enterprise solid state drives (SSDs) and strengthened our position in managed NAND solutions, which are popular in smartphones. I am proud to say that we have the most efficient 3D NAND design and were the first major memory manufacturer to introduce four-bit-per-cell SSDs.We continue to accelerate our pace of innovation with a strong focus on reducing our cost structure faster than our competitors. In 2019, we will continue to increase our mix of high-value solutions as we introduce higher-density server DRAM and leading-edge SSDs, and we expect to launch 3D XPoint™ memory solutions that will ramp throughout 2020.We are also investing to ensure our manufacturing operations remain on a strong footing. We began construction or started operations of manufacturing expansions in facilities in Singapore, Japan, and Taiwan this fiscal year and also announced plans to expand our fab in Manassas, Virginia. These investments will provide space for continued technology transitions in DRAM and NAND wafer manufacturing, as well as increased scale of captive assembly and test operations. These projects will help ensure our manufacturing operations become more cost-effective and streamlined for serving our customers in the future.At our analyst event this past spring, our leadership team outlined our vision for “The New Micron.” We are transforming our company to address fast-growing markets. There is an increasing demand for memory and storage solutions that enable data to be processed and analyzed quickly to extract the most value. Micron stands at the forefront of massive opportunity across multiple end markets, from artificial intelligence and autonomous driving, to data centers and the internet of things. As I look at a bright long-term future driven by secular tailwinds across these diverse markets, I am focused on strengthening the New Micron in five key areas:Elevate Micron’s position as an industry leader: As noted above, we have made good progress this year on technology and product innovation. We are investing in our future and are building partnerships across industry and academia to ensure we can create long-term, sustainable growth that serves as a launching pad for future industry leadership.Drive a high-performance company culture: We are focused on creating and scaling an environment that accelerates decision-making and rewards outstanding performance. We are building on our strong base with the addition of significant new talent in the past year, including accomplished leaders, top-tier engineers and the best of the next generation of graduates.Drive ongoing improvements in our financial results and position: The New Micron is financially stronger than ever, withrecord FY18 profitability, improving margins, and a clear plan to deliver $9 billion in operating efficiencies from 2016 to 2021 (we are already two-thirds of the way there). We continue to drive shareholder value, not justthrough performance but with thoughtful capital allocation that balances R&D investment with debt reduction and the $10 billion stock buyback plan first presented at our analyst event this past spring.Build Micron’s brand globally: Micron is an icon in the technology industry. As our solutions become more essential to new technology trends, we are increasing our brand visibility to align world perception to the value we are creating. This fall, we hosted Micron’s first-ever Insight Summit, where we outlined our position in artificial intelligence and other new technologies. We are collaborating closely with leading global companies to drive today’s most important technology innovations.Improve the lives of people around the world: We continue working to achieve our vision to transform how the world uses information to enrich life. The capabilities our memory and storage solutions enable will drive dramatic improvements in healthcare, business efficiency, and life worldwide.Beyond these major strategic objectives, Micron is committed to being an essential partner to the communities in which we operate through team member volunteering and corporate giving by the Micron Foundation. In calendar 2018 to date, our sites have already donated more than 100,000 hours of volunteerism to local causes. We also emphasize corporate responsibility and sustainability in all our operations and encourage you to review our 2018 Sustainability Report. Micron is focused on cultivating a diverse and inclusive culture in which all of our team members feel valued for who they are, how they think, and how they solve problems. We released our inaugural Diversity and Inclusion FY18 Annual Report where you can find more information about how we are addressing this key priority.Micron celebrated our 40th anniversary worldwide this October. The rate of change and advancement in our industry over this time period has been astounding. Over those four decades, Micron has contributed nearly 40,000 patents to the industry. The technology leaps we have helped create provided the foundation for today’s digital economy. Billions of people are now connected digitally, enabling growth and applications that were unimaginable just a few decades ago. I am immensely proud to be part of this innovative and tenacious team. Looking ahead, I am energized by the increasing role for Micron in the data economy as we enable broader adoption of exciting new technologies. Thank you for your support as a Micron shareholder. I hope you share my excitement for the potential ahead of us.Sincerely,
Sanjay MehrotraPresident and CEO
Notice of Fiscal 20182019 Annual Meeting of Shareholders
January 17, 201916, 2020NOTICE IS HEREBY GIVEN20182019 Annual Meeting of Shareholders of Micron Technology, Inc., a Delaware corporation, will be held on January 17, 2019,16, 2020, at 9:00 a.m., Pacific Standard Time, at our offices located at 130 Holger Way, San Jose, CA 95134-1376, 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 directors to serve for the ensuing year and until their successors are elected and qualified;2.To ratify the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending August 29, 2019;3.To approve a non-binding resolution to approve the compensation of our Named Executive Officers as described in the proxy statement; and4.To transact such other business as may properly come before the meeting or any adjournment thereof.19, 201818, 2019 are entitled to receive notice of and to vote at the meeting and any postponements or adjournments of the meeting. A complete list of shareholders entitled to vote at the meeting will be open to the examination of any shareholder, for any purpose germane to the business to be transacted at the meeting, during ordinary business hours for the ten-day period immediately preceding the date of the meeting, at our headquarters at 8000 South Federal Way, Boise, Idaho 83716-9632. most of our shareholders a notice regarding the availability of this proxy statement,Proxy Statement, our Annual Report on Form 10-K for fiscal 20182019 and other proxy materials via the Internet (the "Notice"). This electronic process gives you fast, convenient access to the materials, reduces the impact on the environment, and reduces our printing and mailing costs. If you received a 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 all of the important information contained in the Proxy Statement and Annual Report. 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 printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.vote.vote whether or not you attend the meeting. You may vote by telephone or electronically via the Internet. 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 in person 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. By Order of the Board of Directors
Boise, Idaho
Joel L. PoppenDecember 6, 20182019 Joel L. PoppenSenior Vice President, Legal Affairs, General
Counsel and Corporate SecretarySustainability Committee's decision.Proxy Section Page 1 4 15 16 19 19 41 42 44 46 48 48 49 49 53 54 55 58 59 59 59 60 60 Frequently Requested Information Page 55 58 4 49 21 4 4 4 4 21 21 21 42 15 16
San Jose, California 95134-1376____________________________
FISCAL 20182019 ANNUAL MEETING OF SHAREHOLDERSJanuary 17, 201916, 2020
9:00 a.m. Pacific Standard Time____________________________The20182019 Annual Meeting of Shareholders to be held on January 17, 2019,16, 2020, at 9:00 a.m., Pacific Standard Time, or at any adjournment or postponement thereof (the "Annual Meeting"). The purpose of the Annual Meeting is set forth herein and in the accompanying Notice of Fiscal 20182019 Annual Meeting of Shareholders. The Annual Meeting will be held at our offices located at 130 Holger Way, San Jose, California 95134-1376. Our telephone number is (208) 368-4000.2018,2019, to all shareholders entitled to vote at the meeting., depending on how you hold your shares, using the instructions included in the notice regarding the Internet availability of proxy materials, the proxy card or voting instruction card;16, 2019.19, 2018,18, 2019 (the "Record Date"), are entitled to receive notice of and to vote at the meeting.
1Solicitation1,120,097,1831,108,201,600 shares of Common Stock were issued and outstanding and entitled to vote. and 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 of the votes eligible to be cast by holdersin voting power of shares of our Common Stock issued and outstanding on the Record Date.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 and are tallied to determine the shareholders' decision with respect to the matter voted upon (the "Votes Cast"). Abstentions will have the same effect as voting against a proposal.quorum. Broker non-votes will also be considered present and entitled to vote for purposes of determining the presence or absence of a quorum for the transaction of business, but such non-votes are not deemed to be Votes Cast and, therefore, will not be included in the tabulation of the voting results with respect to voting results for the election of directors or issues requiring the approval of a majority of Votes Cast.and other non-routine matters.advisory votesother non-routine matters unless the broker or nominee receives specific voting instructions from the beneficial owner of the shares. As a result, absent specific instructions, brokers or nominees may not vote a beneficial owner's shares on Proposals 1 2 and 42 and such shares will be considered "broker non-votes" for such proposals. Brokers or nominees may vote a beneficial owner's shares on Proposal 3.director.director, with abstentions and broker-non votes not counted as a vote "FOR" or "AGAINST" that director's election. With respect to all other items of business, the "FOR" vote of a majority of the Votes Castholder of the voting power of the shares of Common Stock present in person or represented by proxy is required in order for such matter to be considered approved by the shareholders. For such non-routine matters, abstentions will have the same effect as voting against such items of business, but broker non-votes will not be counted in the tabulation of results. For routine matters, abstentions will have the same effect as voting against such items of business, but broker non-votes will be counted in the tabulation of results.in time for the meetingby 11:59 P.M. Eastern Standard Time, on January 15, 2020 will be voted in accordance with the directions given by the shareholders.If no instructions are given with respect to a properly executed proxy timely received by us, the sharesAugust 29, 2019, (iii) FOR a non-binding resolution to approve the compensation of our Named Executive Officers as described in this proxy statement,September 3, 2020, and (iv) in the discretion of the proxy holders for such business which may properly come before the Annual Meeting. 3BOARD RECOMMENDATION beour Board at the 2018 annual meeting of shareholders. Each director elected at the Annual Meeting allwill serve until our 2020 annual meeting of whom have been recommended for nomination byshareholders and until a majoritysuccessor is duly elected and qualified. Each of the independent directors of the Board of Directorsnominees has consented to be named in this Proxy Statement and all of whom are currently serving as directors. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the seven management nominees named below. If any management nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted forif elected. If any nominee who shall beis unable or unwilling for good cause to stand for election or serve as a director if elected, the persons named as proxies may vote for a substitute nominee designated by the presentour existing Board of Directors, or our Board may choose to fill the vacancy. It is not expected that anyreduce its size.VOTE REQUIRED FOR APPROVAL listed below will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue untilif such nominee receives the nextaffirmative 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).of Shareholders or until such person's successor has been elected and qualified, except in the case of earlier resignation or removal. Executive officers are appointed annually by the requisite majority of votes cast, Delaware law provides that the director would continue to serve on our Board of Directors as a holdover director. However, under our Bylaws, any incumbent director who fails to be elected must offer to tender his or her resignation to our Board. The Governance and serve until their successorsSustainability Committee will then make a recommendation to our Board on whether to accept or reject the resignation or whether other action should be taken. Our Board will act on the Governance and Sustainability Committee's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are duly appointed and qualified, exceptcertified. Any director who tenders his or her resignation will not participate in the case of earlier resignationBoard's or removal. The names of the nomineesGovernance and certain information about them are set forth below: Director Since Board Committees Name of Nominee Age Principal Occupation Audit Compensation Finance(1) Governance and Sustainability Robert L. Bailey 61 Former Chairman and Chief Executive Officer of PMC-Sierra, Inc. 2007 ü ü Richard M. Beyer 70 Former Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. 2013 ü ü Patrick J. Byrne 58 Senior Vice President of Fortive Corporation 2011 ü ü Steven J. Gomo 66 Former Executive Vice President and Chief Financial Officer of NetApp, Inc. 2018 ü Mary Pat McCarthy 63 Former Vice Chair of KPMG, LLP 2018 ü Sanjay Mehrotra 60 President and Chief Executive Officer 2017 ü Robert E. Switz 72 Chairman of the Board 2006 ü ü DIRECTOR RESIGNATION (1) Mercedes Johnson and Larry Mondry are currently on the Finance Committee. It is anticipatedupon their respective resignationshe will resign from theour Board of Directors in January 2019, new directorsimmediately prior to the upcoming Annual Meeting. As a result, Mr. Byrne will not be appointedstanding for re-election to this committee.Set forth below are the principal occupations ofBoard, and we will reduce the nominees for at least the past five years:Robert L. Bailey was the interim Chief Executive Officer of Blue Willow Systems, Inc. from August 2017 until August 2018. Blue Willow is a software as a service resident safety platform for senior living facilities. Mr. Bailey was the Chairmansize of the Board of Directors of PMC-Sierra, Inc. from 2005 until May 2011 and also served as PMC's Chairman from February 2000 until February 2003. Mr. Bailey served as a director of PMC from October 1996 to May 2011. He also served as the Chief Executive Officer of PMC from July 1997 until May 2008. Within the past five years, Mr. Bailey also served on the Board of Directors of Entropic Communications. Mr. Bailey holds a BS in Electrical Engineering from the University of Bridgeport and an MBA from the University of Dallas.Mr. Bailey's experience as Chief Executive Officer and Chairman of a leading technology company has given him expertise in the technology industry as well business operations, finance, corporate development, corporate governance and management.Richard M. Beyer was Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. from 2008 through June 2012 and served as a director with Freescale until April 2013. Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and a director of Intersil Corporation from 2002 to 2008. He also has previously served in executive management roles at FVC.com, VLSI Technology, and National Semiconductor Corporation. Within the past five years, Mr. Beyer served on the Board of Directors of Microsemi Corporation, and Analog Devices, Inc. He currently serves as the Chairman of the Board of Directors of Dialog Semiconductor. Mr. Beyer served three years as an officer in the United States Marine Corps. He holds a BS and an MS in Russian from Georgetown University and an MBA in Marketing and International Business from Columbia3University Graduate School of Business. Mr. Beyer is the Chair of the Board of Directors' Governance and Sustainability Committee.Mr. Beyer's experience as the Chief Executive Officer and a director at leading technology companies has given him expertise in the technology industry as well business operations, finance, corporate development, corporate governance and management.Patrick J. Byrne has served as Senior Vice President of Fortive Corporation since July 2016, when Danaher Corporation completed the separation of its Test & Measurement and Industrial Technologies segments, and as President of Tektronix, now a subsidiary of Fortive Corporation, since July 2014. Previously, he was Vice President of Strategy and Business Development and Chief Technical Officer of Danaher from November 2012 to July 2014. Danaher designs, manufactures, and markets innovative products and services to professional, medical, industrial, and commercial customers.seven members. Mr. Byrne served as Director, President and Chief Executive Officer of Intermec, Inc. from 2007 to May 2012. Within the past five years, Mr. Byrne served on the Board of Directors of Flow International. Mr. Byrne holds a BS in Electrical Engineering from the University of California, Berkeley and an MS in Electrical Engineering from Stanford University.Mr. Byrne's experience in executive management at public companies has given him expertise in the technology industry as well as business operations, finance, corporate development, corporate governance and management.Steven J. Gomo was Executive Vice President, Finance and Chief Financial Officer from October 2004 until his retirement in December 2011, and Senior Vice President, Finance and Chief Financial Officer from August 2002 to September 2004, at NetApp, Inc., a storage and data management company. Within the past five years, Mr. Gomo served on the Board of Directors of SanDisk Corporation and NetSuite, Inc. Heis currently serves on the Board of Directors of Nutanix, Inc. and Enphase Energy, Inc. He received his BS in Business Administration from the Oregon State University in 1974, and a MBA in Finance from the Santa Clara University in 1977.Mr. Gomo's experience in executive management at public companies has given him expertise in the technology industry as well as finance, accounting and investor relations.Mary Pat McCarthy served as Vice Chair of KPMG LLP, the US member firm of the global audit, tax and advisory services firm from July 1998 until her retirement in December 2011. She joined KMPG in 1977 and became a partner in 1987 and held numerous senior leadership positions with the firm during her tenure. Within the past five years, Ms. McCarthy served on the Board of Directors of Andeavor and Mutual of Omaha. She currently serves on the Board of Directors of Palo Alto Networks, Inc. She is a Certified Public Accountant and received her BS in Business Administration from the Creighton University in 1977 and completed the University of Pennsylvania Wharton School's KMPG International Development Program.Ms. McCarthy's experience in executive management and work with technology companies has given her expertise in financial and accounting matters.Sanjay Mehrotra joined us in May 2017 as our President, Chief Executive Officer, and Director. Mr. Mehrotra co-founded and led SanDisk Corporation as a start-up in 1988 until its eventual sale in May 2016, serving as its President and Chief Executive Officer from January 2011 to May 2016, and as a member of its Board of Directors from July 2010 to May 2016. Mr. Mehrotra served as a member of the Board of Directors for Cavium, Inc. from July 2009 until July 2018Audit and for Western Digital Corp. from May 2016Compensation Committees. Existing directors may be appointed to February 2017.fill the vacancies on these committees upon Mr. Mehrotra holds a BS and an MS in Electrical Engineering and Computer ScienceByrne's resignation from the UniversityBoard. We appreciate Mr. Byrne's contributions to Micron and wish him success in his future endeavors.California, Berkeley and is a graduateContents Board of Directors
Bailey
Professional ExperienceAge62 | Director Since2007 | CommitteesAudit, Finance
Beyer
Professional ExperienceAge71 | Director Since2013 | CommitteesCompensation, Governance and Sustainability (Chair) 5the Stanford Graduate SchoolContents Board of Directors
Gomo
Professional ExperienceAge67 | Director Since2018 | CommitteesAudit (Chair), Finance
McCarthy
Professional ExperienceAge64 | Director Since2018 | CommitteesAudit, Finance (Chair) Mr. Mehrotra's has 39 years of experience in the semiconductor memory industry. As a co-founder of SanDisk he offers a unique perspective on the industry and has significant senior leadership and technological expertise. He also has expertise in finance, corporate development, corporate governance and business strategy.Robert E. Switz was the Chairman, President, and Chief Executive Officer of ADC Telecommunications, Inc., a supplier of network infrastructure products and services, from August 2003 until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 and throughout his career there held numerous leadership positions. Within the past five years, Mr. Switz served on the Board of Directors of GT Advanced Technologies Inc., Broadcom Corporation, Cyan, Inc., Pulse Electronics Corporation, Leap Wireless International, Inc., and Gigamon, Inc. Mr. Switz currently serves on the Board of Directors for Marvell Technology Group Ltd. and FireEye, Inc. Mr. Switz holds an MBA from the University of Bridgeport4 Board of Directors
Mehrotra
Professional ExperienceAge61 | Director Since2017 | CommitteesFinance and a BS in Business Administration from Quinnipiac University. Mr. Switz was appointed
Switz
Chairman of the
Board
Professional ExperienceAge73 | Director Since2006 | CommitteesCompensation (Chair), Governance and Sustainability 7the Board of Directors in 2012.ContentsMr. Switz's experience as Chief Executive Officer and Chairman of a leading technology company has given him expertise in the technology industry as well business operations, finance, corporate development, corporate governance and management. Board of Directors
Wright
Professional ExperienceAge57 | Director Since2019 | CommitteesGovernance and Sustainability "FOR""FOR" approval of the nominees listed above.CORPORATE GOVERNANCEMercedes JohnsonNominations and Lawrence Mondry have indicated that they will be resigning from our Board RefreshmentDirectors immediately priorthe 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 the knowledge, experience, integrity, and judgment of the candidates, their contribution to the upcoming Annual Meetingdiversity of Shareholders. As a result, they will not be standing for re-election tobackgrounds, experience and skills on the Board, and we willtheir ability to devote sufficient time and effort to their duties as directors. The Governance and Sustainability Committee considers the following 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 amendingof significant assistance to us and restating our bylaws to reduceoperations; familiarity with accounting rules and practices; and "independence" as defined and required by the sizeListing Rules of the Board to seven members. We appreciate Ms. Johnson’sNasdaq Stock Market LLC ("Nasdaq") and Mr. Mondry’s contributions to Micron and wish them success in their future endeavors.Code of Business Conduct and EthicsThe Board of Directors has adopted a Code of Business Conduct and Ethics that is applicable to all our directors, officers and employees. A copy of the Micron Code of Business Conduct and Ethics is available at www.micron.com and is also available in print upon request. Any amendments or waivers of the Code of Business Conduct and Ethics will also be posted on our website within four business days of the amendment or waiver as required by applicablerelevant rules and regulations of the Securities and Exchange Commission ("SEC"). The Governance and Sustainability Committee then recommends the best candidates to the Board.Listing Rulesdirector candidate and any other person(s) pursuant to which the recommendation or nomination is to be made by the shareholder; the name, age, business address, and residence address of the Nasdaq Stock Market LLC ("Nasdaq"director candidate and a description of the director candidate's business experience for at least the previous five years; the principal occupation or employment of the director candidate; the number of shares of our common stock beneficially owned by the director candidate; the consent of the director candidate to serve as a member of our Board of Directors if appointed or elected; and any other information required to be disclosed with respect to a director nominee in solicitations for proxies for the election of directors pursuant to applicable rules of the SEC. 9., meeting specified eligibility requirements is generally permitted to nominate the greater of (i) two director nominees or (ii) 20% of the number of directors on our Board. Use of the proxy access process to submit shareholder nominees is subject to additional eligibility, procedural, and disclosure requirements set forth in Section 11 of our Bylaws. A copy of our Bylaws can be found on the Corporate Governance page of our website atwww.micron.com and is available in print upon request to corporatesecretary@micron.com.
Committee routinely review our executive compensation design and governance practices and policies, with an eye towards continual improvement and enhancements. Our investor relations team updates the Board concerning shareholder input on these issues, allowing the Board and its committees to take shareholder input into account when setting pay and governance practices.success.success and address stakeholder concerns. Our Board of Directors considers corporate responsibility and sustainability issues an integral part of its business oversight, and has encouraged a proactive approach toward mitigating our impact on the environment, supporting our team members and the communities in which they live, driving transparency and accountability in our supply chain, and developing products that support a sustainable future,future. We have developed and are executing on a sustainability strategy in response to these issues.progress.progress in these efforts. Our 2019 Sustainability Report, available at micron.com/sustainability, includes more details about the ways we are committed to sustainable practices and supporting our global community. Our Corporate Responsibility and Sustainability efforts, and the information at or accessible through our website, are not part of or incorporated by reference into this Proxy Statement. Director Independence11of Directors has determined that directors Bailey, Beyer, Byrne, Gomo, McCarthy and Switz qualify as independent directors. In determining the independencedelegated primary oversight of our directors, the Board of Directors has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC and the Listing Rules of Nasdaq. None of these directors have a relationship with us, other than any relationship that is categorically not material under the guidelines referenced above. See "Certain Relationships and Related Transactions."Board of Directors Leadership StructureMr. Switz has served as our Chairman of the Board of Directors since February 2012. We do not have a fixed policy on whether the roles of Chairman and Chief Executive Officer should be separate or combined. The decision is based on our and our shareholders' best interests under the circumstances existing at the time. In his role as Chairman, Mr. Switz oversees meetings of the independent directors and acts as a liaison between the independent directors and Chief Executive Officer.Risk Assessment RoleThe Board of Directors is responsible for overseeing the major risks we face and reviewing management's proposals for their mitigation. In addition, the Board of Directors has delegated oversight of certain categories of riskERM process to the Audit Compensation, FinanceCommittee, which conducts reviews of our risk assessment and GovernanceERM policies as described below, including overseeing the management of risks related to cybersecurity, financial reporting, and Sustainability Committees. The Audit Committee reviews and discusses with management significant financial and nonfinancial risk exposures, including cyber security, andcompliance. Other Board committees provide additional insights into our ERM program in the steps management has5taken to monitor, control,areas of their core competencies, and report such exposures. to the Board regularly on matters relating to the following specific areas of risk the committees oversee:managesoversees risks associated with Board of Directors' governance and director independence.Compensation, FinanceCommittee plays a key role in this process, and Governancethe full Board conducts periodic reviews.Sustainability Committees reportfunctional area heads to identify significant financial and nonfinancial risk exposures, including cybersecurity, and to develop risk mitigation measures and contingency plans.Directors regularly on matters relating to the specific areas of risk the committees oversee.risks identified.We have assessedhavehas concluded that our compensation policies and practices doare not create risks that are reasonably likely to create situations that would have a material adverse effect on us. We assessedIn conducting this assessment, we reviewed our compensation programs to determine if the programs' provisions and operations create undesired or unintentional risk of a material nature. We also reviewed the results of our findings with our outside compensation consultant. This risk assessment process included a review of program policies and practices; program analysis to identify risk and risk-control related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk-to-potential-rewardrisk to potential reward, and risk-control. Although we reviewed all compensation programs, we 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 orCompensation ConsultantCompensation Committee annually engagesBoard of Directors has adopted a compensation consultantCode of Business Conduct and Ethics that is applicable to provide a comprehensive reviewall our directors, officers, and employees. A copy of executive compensation matters. Our compensation consultant provided the Compensation Committee with information for our officers on cashCode of Business Conduct and non-cash compensation elementsEthics is available atwww.micron.com and historical and trend payment data.The Compensation Committee has established procedures intended to keep our compensation consultant's advice to the Compensation Committee objective and free of influence from our management. These procedures include: a direct reporting relationship to the Compensation Committee; a provisionis also available 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 us, including a summaryprint upon request. Any amendments or waivers of the work performed for us during the preceding 12 months. For fiscal 2018, the specific activities undertaken by the compensation consultants for us included:review non-employee director compensation;review the Compensation Peer Group (as defined in the Compensation DiscussionCode of Business Conduct and Analysis) and recommend any changes to its members;benchmark total direct compensation and its components (salary, short-term incentives and long-term incentives) ofEthics will also be posted on our officers using several data sources;evaluate our historical pay-for-performance relationship;review the metrics and targets associated with the annual short-term incentives and long-term incentive plans;review the proposed equity grants for executives, along with vesting recommendations;assist with a risk assessment of our compensation practices;review a draftwebsite within four business days of the compensation discussionamendment or waiver as required by applicable rules and analysis componentregulations of proxy disclosure;the SEC andattend the Compensation Committee meetings in which executive compensation matters are discussed.We paid Meridian Compensation Partners, LLC ("Meridian") a totalListing Rules of $274,399 in fiscal 2018 for services provided. Meridian's services related exclusively to the executive and non-employee director compensation consulting work performed for the Compensation Committee and for theNasdaq.Committee.6Committee 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 Compensation Committee consideredcomments provide key insights into the areas directors believe the Board can improve or in which its performance is strong. Evaluation topics include number and length of meetings, topics covered and materials provided, committee structure and activities, Board composition and expertise, succession planning, director participation and interaction with management, and promotion of ethical behavior. Our Board considers the results when making decisions on the structure and responsibilities of our Board and its committees, agendas and meeting schedules for our Board and its committees, and changes in the performance or functioning of our Board.compensation consultants in lightdirectors, the Board of Directors has adopted independence standards that mirror the criteria specified by applicable laws and regulations of the SEC rules and the Listing Rules of Nasdaq. None of these directors have a relationship with us, other than any relationship that is categorically not material under the guidelines referenced above. See "Certain Relationships and Related Transactions."Compensation Committee received a letter fromBoard's decision is based on our and our shareholders' best interests under the compensation consultant addressing its independence, includingcircumstances existing at the following factors: (i) other services provided to us by them; (ii) fees paid by ustime. In his role as Chairman, Mr. Switz oversees meetings of the independent directors and acts as a percentage of their total revenue; (iii) policies or procedures maintained by them that are designed to prevent a conflict of interest; (iv) any business or personal relationshipsliaison between the individual consultants involved in the engagementindependent directors 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 our compensation consultants.Chief Executive Officer.2018.2019. The Board of Directors met in Executive Session (meetings in which only non-employee directors are present) fourfive times during fiscal 2018.2019. In fiscal 2018,2019, the Board of Directors had a standing Audit Committee, Compensation Committee, Finance Committee, and Governance and Sustainability Committee. During fiscal 2018,2019, the Audit Committee met eightnine times, the Compensation Committee met six times, the Finance Committee met fivefour times, and the Governance and Sustainability Committee met four times. In addition to formal committee meetings, the chairmenchair of each committee engaged in regular discussions with management regarding various issues relevant to their respective committees. All incumbent directors attended 75% or more of the total number of meetings of the Board of 132018.2019. All incumbent directors who served on the Audit, Compensation, Finance, and Governance and Sustainability Committees attended 75% or more of the total number of committee meetings during fiscal 2018. All2019. We encourage director attendance at the Annual meeting of Shareholders and all members of our Board of Directors were present at the Fiscal 20172018 Annual Meeting of Shareholders. We encourage director attendance at the Annual Meeting of Shareholders.Our Corporate Governance Guidelines specify a mandatory retirement age of 75 for members of our Board of Directors and provide that the committee chair serve for no more than five years, but give the Board of Directors the discretion in each case to waive the requirement on an annual basis. The Board of Directors has waived the five-year chair limit for Ms. Johnson on the and Mr. Mondry on the Compensation and Governance and Sustainability Committees.Audit CommitteeMses. Johnson and2018 Ms.2019, Mses. Johnson and McCarthy, and Messrs. Bailey, Byrne, Gomo, and Switz served on the Audit Committee. Ms.Committee (Ms. Johnson served until her resignation from the Board in January 2019). Mr. Gomo has served as the Chair of the Audit Committee since October 2010.January 2019. The Board of Directors has determined that all Audit Committee members qualify as an "audit committee financial expert" for purposes of the rules and regulations of the SEC and that each of these members are sufficiently proficient in reading and understanding our financial statements to serve on the Audit Committee. The purpose of the Audit Committee is to assist the Board of Directors in overseeing and monitoring:7 Mondry and Switz currently serve on the Compensation Committee of the Board of Directors. During fiscal 2019, Messrs. Beyer, Byrne, Mondry, and Switz served on the Compensation Committee (Mr. Mondry served until his resignation from the Board in January 2019). Mr. MondrySwitz has served as the Chair of the Compensation Committee since January 2012.2019. The Board has determined that all Compensation Committee members qualify as "non-employee directors" as defined under Rule 16b-3, promulgated under section 16 of the Exchange Act, as amended. The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers. See the "Compensation Discussion and Analysis" and the "Compensation Committee Report" for information regarding how the Compensation Committee sets executive compensation levels. The Compensation Committee has authority to delegate any of its responsibilities to a subcommittee as it may deem appropriate in its judgment. The complete duties of the Compensation Committee are set forth in its written charter, which is available atwww.micron.com and is also available in print upon request to corporatesecretary@micron.com.JohnsonMcCarthy and Messrs. MehrotraBailey, Gomo, and MondryMehrotra currently serve on the Finance Committee. During fiscal 2019, Mses. Johnson and McCarthy, and Messrs. Bailey, Gomo, Mehrotra, and Mondry served on the Finance Committee (Ms. Johnson and Mr. Mondry served until their resignations from the Board in January 2019). Mr. Mehrotra joined the Finance Committee when he became our President and CEO in May 2017. Ms. JohnsonMcCarthy has served as the Chair of the Finance Committee since October 2015.January 2019. The Finance Committee represents and assists the Board of Directors in discharging its responsibilities with respect to oversight of our financial policies, financial strategiescapital structure, debt and equity offerings, capital structure.return program, cash management and investments, risk management related to hedge and derivative instruments, and insurance. The complete duties of the Finance Committee are set forth in its written charter, which is available atwww.micron.com and is also available in print upon request to corporatesecretary@micron.com. Bailey, Beyer and Switz currently serve on the Governance and Sustainability Committee. During fiscal 20182019, Ms. Johnson,Wright, and Messrs. Bailey, Beyer, Byrne, Mondry and Switz served on the Governance and Sustainability Committee. Mr. Beyer has served as Chair of the Governance and Sustainability Committee since July 2018. The responsibilities of the Governance and Sustainability Committee include assisting the Board of Directors in discharging its duties with respect to the following:The Governance and Sustainability Committee is responsible for identifying nominees for our Board of Directors. While we do not have a list of minimum qualifications that nominees must possess or a specific policy regarding diversity, the following factors are strongly considered by the Governance and Sustainability Committee in making its recommendations:•substantial 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 significant assistance to us and our operations;familiarity with accounting rules and practices; and"independence" as defined and required by the Listing Rules of Nasdaq and relevant rules and regulations of the SEC.8In the event the Board of Directors determines that it would be advisable to add additional members to the Board of Directors, the Governance and Sustainability Committee works with a third party executive search firm to assist them in the identification and evaluation of potential candidates to our Board of Directors.The Governance and Sustainability Committee will consider director nominee recommendations from shareholders. Shareholder recommendations for directors are subject to the same criteria used to evaluate other candidates. Shareholders wishing to recommend a prospective nominee should submit the candidate's name and qualifications to our Corporate Secretary at corporatesecretary@micron.com. Our Bylaws contain the provisions that address the process by which a shareholder may nominate an individual to stand for election to our Board of Directors. A copy of our Bylaws can be found on the Corporate Governance page of our website at www.micron.com and is available in print upon request to corporatesecretary@micron.com.Executive Sessions and Communications with the Board of Directors9 15COMPENSATION OF DIRECTORS of the Board of Directors oversees the setting of compensation for our non-employee members of the Board of Directors. Each year, the Governance and Sustainability Committee works with our compensation consultant to review and evaluate director compensation for the ensuing fiscal year, in light of prevailing market conditions.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 of peer groupconcerning the companies that comprised our Compensation Peer Group, please see "Executive Compensation and Related Information – Compensation Discussion and Analysis." Upon completion of its review and evaluation, the Governance and Sustainability Committee recommended that the Board of Directors make no changes to director compensation for fiscal 2019.2018.2019. Pursuant to our 2008 Director's Compensation Plan (the "DCP"), which operates as a sub-plan of the Amended and Restated 2007 Equity Incentive Plan (the 2007"2007 Plan"), non-employee directors may elect to take some or all of their annual retainer in the form of cash, shares of Common Stock, or deferred rights to receive Common Stock upon termination as a director. Employee directors receive no additional or special remuneration for their service as directors.Directors:Directors for fiscal 2020 and 2019: 2019 2018 Audit Committee Chair $ 35,000 $ 35,000 $ 35,000 Compensation Committee Chair 30,000 30,000 30,000 Finance Committee Chair 20,000 20,000 20,000 Governance and Sustainability Committee Chair 20,000 20,000 20,000 Chairman of the Board of Directors 150,000 150,000 150,000 20182019 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 either reaches the mandatory retirement age or retires from the Board of Directors during the Vesting Period having achieved a minimum of three years of service with the Board of Directors prior to the effective date of their retirement.retirement, or upon a director's death or disability.102018.2019.Name Fees Earned or Paid in Cash Stock Awards(1) Total Fees Earned or
Paid in Cash(1) Stock Awards(2) Total Robert L. Bailey $ 123,231 $ 249,983 $ 373,214 $ 125,000 $ 250,018 $ 375,018 Richard M. Beyer 125,650 249,983 375,633 145,000 250,018 395,018 Patrick J. Byrne 123,231 249,983 373,214 125,000 250,018 375,018 131,405 218,432 349,837 Mercedes Johnson 177,619 249,983 427,602 68,384 250,018 318,402 122,080 218,432 340,512 Lawrence N. Mondry 169,270 249,983 419,253 58,886 250,018 308,904 Robert E. Switz 276,107 249,983 526,090 293,651 250,018 543,669 20,833 41,214 62,047 (1)On October 24, 2017, each director who was not an employee was granted 6,015 shares of restricted stock with a grant date fair value of $249,983 ($41.56 per share). For information on the restrictions associated with these awards, see "Elements of Director Compensation – Equity Award" above. 17Director Guideline Multiplier Guideline Amount Compliance with Guideline Guideline
Multiplier Guideline
Amount Compliance
with
Guideline Robert L. Bailey 5 $ 625,000 Yes 5 $ 625,000 Yes Richard M. Beyer 5 625,000 Yes 5 625,000 Yes Patrick J. Byrne 5 625,000 Yes 5 625,000 Yes Steven J. Gomo 5 625,000 (1) 5 625,000 (1) Mercedes Johnson 5 625,000 Yes Mary Pat McCarthy 5 625,000 (1) 5 625,000 (1) Lawrence N. Mondry 5 625,000 Yes Robert E. Switz 5 625,000 Yes 5 625,000 Yes 5 625,000 (1) 2641 for information on the stock ownership guidelines for our Named Executive Officers, including Mr. Mehrotra.11PRINCIPAL SHAREHOLDERSSecurity OwnershipThe following table sets forth security beneficial ownership information of our Common Stock as of the Record Date, based on the most current information provided to us by the beneficial owners, available to us from our own records or provided in SEC filings made by the beneficial owners, for (i) persons known by us to own beneficially more than 5% of our Common Stock, (ii) each director, (iii) each Named Executive Officer listed in the "Summary Compensation Table" set forth herein, and (iv) all directors and executive officers as a group:Name of Beneficial Owner Number ofShares Owned(1) Right to Acquire(2) TotalBeneficialOwnership Percent ofClass(3)The Vanguard Group, Inc.(4) 79,860,552 79,860,552 7.1 % BlackRock, Inc.(5) 72,242,231 72,242,231 6.4 % PRIMECAP Management Company(6) 58,390,611 58,390,611 5.2 % Robert L. Bailey 102,204 102,204 * Richard M. Beyer 80,980 80,980 * Manish Bhatia 167,997 167,997 * Patrick J. Byrne 121,003 121,003 * Scott J. DeBoer 164,722 164,722 * Steven J. Gomo 5,159 5,159 * Mercedes Johnson 41,453 41,453 * Mary Pat McCarthy 5,159 5,159 * Ernest E. Maddock 206,552 206,552 * Sanjay Mehrotra(7) 449,756 449,756 * Lawrence N. Mondry 139,287 139,287 * Sumit Sadana 111,030 111,030 * Robert E. Switz 51,162 51,162 * David A. Zinsner 83,493 83,493 * All directors and executive officers as a group (18 persons) 2,219,526 2,250 2,221,776 * *Represents less than 1% of shares outstanding(1)Includes unvested shares of restricted stock and excludes shares that may be acquired through the exercise of outstanding stock options.(2)Represents shares that an individual has a right to acquire within 60 days of the Record Date.(3)For purposes of calculating the Percent of Class, shares that the person or entity had a Right to Acquire are deemed to be outstanding when calculating the Percent of Class of such person or entity.(4)As of December 31, 2017, The Vanguard Group, Inc. ("Vanguard") had sole voting power as to 1,598,571 shares, sole dispositive power as to 78,078,776 shares, shared voting power as to 216,694 shares, and shared dispositive power as to 1,781,776 shares. This information was taken from Schedule 13G filed on February 9, 2018. Vanguard's business address is 100 Vanguard Blvd., Malvern, PA 19355.(5)As of December 31, 2017, BlackRock, Inc. had sole voting power as to 63,438,301 shares and sole dispositive power as to 72,242,231 shares. This information was taken from Schedule 13G filed on February 8, 2018. BlackRock's business address is 55 East 52nd Street, New York, NY 10055.(6)As of December 31, 2017, PRIMECAP Management Company had sole voting power as to 15,732,700 shares and sole dispositive power as to 58,390,611 shares. This information was taken from Schedule 13G filed on February 27, 2018. PRIMECAP Management Company's business address is 177 E. Colorado Blvd., 11th Floor, Pasadena, CA 91105.(7)Includes 52,732 shares held by the Sangeeta Mehrotra Grantor Retained Annuity Trust (Micron).12PROPOSAL DETAILS BOARD RECOMMENDATION 19VOTE REQUIRED FOR APPROVAL Manish Bhatia, our Executive Vice President, Global Operations;Scott J. DeBoer, our Executive Vice President, Technology Development;Sumit Sadana, our Executive Vice President and Chief Business Officer; andOfficer.Officer;In addition, we have included information for Ernest E. Maddock who served as an executive officer for a portion of fiscal 2018. Mr. Maddock served asSeniorExecutive Vice President, Global Operations;Financial Officer until February 2018 and as an advisor to the Company until June 2018.Business Officer.20182019 HighlightsWerecord financial performance for the secondsecond-best year in a row, including:◦$30.39 billion in revenue, up 50% compared to fiscal 2017;◦$14.14 billion in GAAP net income, or $11.51 earnings per diluted share, up 178% and 161%, respectively, compared to fiscal 2017; and◦$17.40 billion in operating cash flow, up 113% compared to fiscal 2017.our history for revenue and earnings:paid $9.42 billion to prepay or repurchase debt and settle conversionsrepurchased 67 million shares of our debt, which reduced the total carrying value ofoutstanding common stock for $2.7 billion under our debt to $4.64 billion exiting theauthorized buyback program.year and we ended our fiscal 20182019 with $7.36$9.2 billion of cash, marketable investments, and restricted cash.that our Board of Directors had authorized the discretionary repurchase of up to $10 billiongrand opening of our outstanding common stock beginningSingapore cleanroom expansion in August 2019, which will enable the transition of our existing NAND wafer capacity to future generations of 3D NAND technology. 212019.We achieved significant accomplishments in key end markets, including:◦significantly increased sales of solid state drives, with enterprise and cloud more than doubling compared to fiscal 2017;◦significantly increased sales to the datacenter and graphics markets, comprising more than one-third of revenue in fiscal 2018; and◦achieved record quarterly revenue in the fourth quarter of 2018 in each of the automotive, mobile, and multi-package markets.We remained focused on our key priorities and company strategy and achieved significant key accomplishments in our product and process technology, including:◦increased production of DRAM bits per wafer at a higher rate than the industry, reducing the cost gap with our competitors;◦commercialized CMOS under the Array, QLC, and array stacking on 3D NAND;◦bit shipment crossover for 1X nm DRAM in the client and graphics markets.132020.
3029 for each period presented above 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.Objective of our Executive Compensation ProgramOur primary long-term corporate objective is to create superior value for our shareholders. The objective of the executive compensation program is to attract, motivate, reward, and retain highly qualified executive officers who are able to achieve the corporate objective of superior value for our shareholders. The executive compensation program is designed to provide a foundation of fixed compensation (base salary and time-based restricted shares) and a significant portion of performance-based compensation (short-term and long-term incentive opportunities, such as cash bonuses and performance-based restricted stock units), that align the interests of executives with those of our shareholders. We also use time-based stock options, the value of which is directly tied to stock price performance.2017,2018, the Compensation Committee set compensation levels and performance goals for fiscal 20182019 based on a review of financial results, projections, individual contributions, strategic objectives, Market Data (as defined below), and market conditions.◦As a result of this review, fiscal 2017 compensation levelsExecutive Officers (other than Mr. Zinsner, who joined in February 2018) were adjusted for fiscal 2018 as follows:Executive OfficerBase SalaryShort-termIncentive(1)Long-termIncentiveManish BhatiaUnchangedUnchangedUnchangedScott J. DeBoerIncreasedIncreasedIncreasedSanjay MehrotraUnchangedUnchangedUnchangedSumit SadanaUnchangedUnchangedUnchangedErnest E. MaddockIncreasedUnchangedUnchanged(1)As a percentage of base salary.◦Our Named Executive Officers are eligible to earn short-term incentive awards pursuant to our Executive Officer Performance Incentive Plan ("EIP"). The Compensation Committee selected performance goals for our Named14Executive Officers due(on average) for fiscal 2019:
▪ fiscal 2018, the Compensation Committee established an objective overarching “umbrella” goal that required the Company to meet a fiscal year revenue threshold to fund underlying goals. The funded amount would then be reduced at the Compensation Committee's discretion, based on the achievement of corporate goals and each Named Executive Officer's individual performance.▪For fiscal 2018, our corporate goals were tied to profitability and achieving certain technology, product, cost and customer milestones.▪In fiscal 2018 the Compensation Committee made a mid-cycle change to one of our EIP goals to reflect the Company's move from floating-gate NAND products to replacement-gate NAND products as the prior goal was no longer applicable to the Company's product strategy.◦The following pay mix, based on target amounts, was established for our Named Executive Officers for fiscal 2018:
(1)Mr. Bhatia's long-term equity incentive total for fiscal 2018 includes his new hire equity award, valued at $5,000,000 on the grant date, in the form of time-based restricted stock.(2)Mr. Zinsner's long-term equity incentive total for fiscal 2018 includes his new hire equity award, valued at $2,000,000 on the grant date, and his pro-rated fiscal 2018 target award, valued at $2,250,000, each of which was awarded as a mix of 50% time-based restricted stock and 50% stock options.◦Other than new hire awards and Mr. Zinsner's long-term equity incentive (which was a mix of 50% options and 50% time-based restricted stock) we used a mix of 25% stock options, 45% time-based restricted stock and 30% performance-based restricted stock units for our fiscal 2018 long-term equity incentives.◦The metrics for our performance-based restricted stock units include two technology sales goals and a company valuation goal based on our forward price to earnings ratio. Each goal has a two-year measurement period plus an additional year of time-based vesting. We believe a two-year period better measures our performance because of the volatility in our business and stock price.CEO Compensation◦Mr. Mehrotra's base salary, long-term equity incentive opportunity and short-term incentive target did not change for fiscal 2018.15◦For fiscal 2018, Mr. Mehrotra's base salary and long-term incentive opportunity were between the market 50th and 75th percentiles. Mr. Mehrotra's short-term incentive target was at the 50th percentile.Corporate Governance and Compensation Practices HighlightsThe EIP is performance-based. Prior to fiscal 2018 we had no history of changing performance metrics mid-cycle. As noted above, in fiscal 20182019, the Compensation Committee madeestablished goals tied to profitability and the achievement of certain technology, product, cost, and customer milestones. Please see "Fiscal 2019 Executive Compensation – Fiscal 2019 Short-Term Incentive Goals" for additional detail concerning these goals.mid-cycle change to one EIP goal to reflect the Company's move from floating-gate NAND products to replacement-gate NAND products.We offer limited perquisites to our Named Executive Officersmix of 50% time-based restricted stock and other than the Deferred Compensation Plan, we do not offer any special retirement benefits50% performance-based restricted stock units for our Named Executive Officers other than participation infiscal 2019 long-term equity incentives.retirement plans onperformance-based restricted stock units include percentage of sales as high value solutions, free cash flow, and company valuation. In addition, there is a technology product engineering sample and product qualification sample adder goal associated with the same basis as other employees.We do notfree cash flow and high-value solutions goals. The free cash flow and high-value solutions goals have agreements with our Named Executive Officers that provide tax gross-up protection for change in control excise taxes.a three-year measurement period. The company valuation goal has a two-year measurement period plus an additional year of time-based vesting.Ourplans prohibit repricing of options or stock appreciation rights ("SARs") (directly or indirectly) without prior shareholder approval.Our equityopportunity, and target short-term incentive planstarget were amended in August 2016 to replace "single-trigger" vesting provisions with "double-trigger" vesting provisions inall increased for fiscal 2019.event of a change in control for awards granted after August 25, 2016.Our insider trading policy prohibits our officers and directors from engaging in pledging or hedging activities involving our stock.We have an independent Chairman75th percentile of the Board of Directors.We have a compensation recoupment ("clawback") policy that provides for recoupment of incentive compensation paid to current and former officers in the event of an accounting restatement due to material noncompliance.Our executive officers and directors were in compliance with our stock ownership guidelines for fiscal 2018.Compensation Peer Group.20172018 Advisory Vote on Executive Compensation20172018 Annual Meeting of Shareholders on January 17, 2018,2019, in our annual advisory vote on executive compensation, 93%89% of the shares voted in support of the compensation of our Named Executive Officers. The Compensation Committee appreciates and values the views of our shareholders. In considering the results of the fiscal 20172018 advisory vote on executive compensation, the Compensation Committee concluded that the compensation paid to our executive officers and our overall executive pay practices have strong shareholder support and have been effective in implementing our stated compensation philosophy and objectives. The Compensation Committee recognizes that executive pay practices and governance principles continue to evolve. Consequently, the Compensation Committee intends to continue to seek the advice and counsel of its compensation advisors. Our shareholders may communicate any concerns or opinions on executive pay directly to the Compensation Committee or the Board of Directors. Please refer to "Executive Sessions and Communications with the Board of Directors" on page 915 for information about communicating with the Board of Directors.Ouris administered byand determine executive compensation in the Compensation Committee.context of our pay-for-performance philosophy. The Compensation Committee assists the Board of Directors in discharging its responsibilities with respect to the compensationbelieves a substantial portion of our officers.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 has direct responsibility to reviewreviews and approve corporateapproves the goals and objectives used to determine the CEO'sexecutive compensation, evaluate his performance in light of such goals and objectives, and determine and approve his compensation levellevels based on that evaluation. The Compensation Committee also reviews the evaluation process and compensation structure for our Named Executive Officers and approves their compensation. 2316Board of Directors, which can be found on our website,www.micron.comwww.micron.com.. A more complete description of the role of the CEO and our compensation consultant in the compensation process is described later in this Compensation Discussion and Analysis. Additional information regarding our compensation consultant, the specific activities they undertake for us, and their fees can be found under "Corporate Governance –"Compensation-setting Process and the Determination of Compensation Consultant"Levels" on page 626.Our Compensation Principles
WHAT WE DO
WHAT WE DON'T DO
Pay for performance by requiring that a substantial portion of our executives' compensation be earned based on performance goalsLink our compensation program to our long-term corporate growth strategy and key drivers of sustainable shareholder value creationUse a mix of objective performance measures, cash- and equity-based components, and short- and long-term incentive opportunities that hold our executive officers accountable for executing on our long-term strategyEngage an independent compensation consultant to evaluate and advise the Compensation Committee on our compensation program design and pay decisions for our executive officersCap maximum payout levels under our incentive plansMaintain a compensation recoupment ("clawback") policy that provides for recoupment of incentive compensation paid to current and former executives in the event of an accounting restatement due to material noncomplianceMaintain executive stock ownership guidelinesProvide limited perquisites
No special retirement benefits other than participation in our retirement plans on the same basis as other employeesNo tax gross-ups for change in control payNo repricing of options or stock appreciation rights without prior shareholder approvalNo "single-trigger" vesting for awards granted after August 25, 2016No pledging or hedging activities involving our stock.| 2019 Proxy StatementGuiding PrinciplesHighlights of Our Pay-for-Performance Approach we have the best opportunity to attract, motivate, reward and retain qualified individuals, and thus meet our overall objective of increasing shareholder value, bythat 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.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. What isWe determine what would be "reasonable" and "competitive" is gauged againstcompensation based upon an analysis of the Market Data, recommendations of our compensation consultant, and reviewed by theour historical experience.for each of the primary elements of compensation.ReasonableAs an indication of reasonableness, the Compensation Committeegenerally considers the Market Data median. We believe it is importantmedian to retain flexibility in determining the compensation of our officers and, when appropriate, tobe "reasonable," but could deviate from the Market Data median due tosuch benchmark based on certain factors, such as:Group,Group;contributions,contributions;expertise,expertise;performance,volatile andvolatile. Market Data, which is a compilation of data from many companies provided by our compensation consultant as further described below, may change dramatically from year to year. Market Datayear and can changeevolve 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 surveys change, and the completeness or accuracy of compensation data improves or deteriorates. Accordingly, what may have been the "median"median or within a reasonable"reasonable" range of competitiveness in one year, may be higher or lower for the next. For this reason, even though the Compensation Committee manages compensation in accordance with suchgenerally uses the Market Data median as its benchmark and guiding principles,principle, officer compensation may vary, above or below the median, or a range from the median, year over year.Given our experience, as well as we have received from our compensation consultant, we believethat a competitive compensation package will consideraddress and measure compensation practices for executive positions with respect to three primary elements of compensation:,;,; andincentives)incentives and incentives tied to the performance of the Company and its stock) as compared to fixed (such as base salary and time-based restricted shares)salary), and that such variable compensation aligns executives' interests with those of our shareholders. Additionally, although the Compensation Committee reviews total direct compensation (which is the17sum 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 total direct compensation. The Compensation Committee's philosophy is to use incentive pay opportunities as a way to ensure we are able to attract and retain top talent, rather than base salary. 27 Advanced Micro Devices, Inc. Applied Materials, Inc. Broadcom Limited Corning Incorporated Danaher Corporation Eaton Corporation Emerson Electric Co. Intel Corporation Lam Research Corporation Medtronic NVIDIA Corporation QUALCOMM Corporation Seagate Technology TE Connectivity Ltd. Texas Instruments Incorporated Thermo Fisher Scientific, Inc. Western Digital Corporation rank. Our compensation consultantrank, 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. Our CEO works with our compensation consultant 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. The CEO makes suggestions as to base salary, recommends a potential set of company-wide and/or business unit metrics and targets for the current fiscal year with respect to short-term incentives, and offers suggestions as to long-term incentive compensation for the executive officers other than himself. He makes no recommendations as to his own level of compensation. The Compensation Committee reviews the Market Data, discusses the Market Data with the CEO and with the compensation consultant, discusses individual 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 this deliberation, 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 year.theour Executive Compensation ProgramCompensation Component* Characteristics Purpose Determining Factors 
Long Term Incentive Pay 
* 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). 2920182019 Executive CompensationThe purpose of a competitive base salary is to compensate executives for performing their day-to-day job responsibilities. Base salaries are generally targeted to approximate the Market Data median but may be above or below depending upon an executive's contributions, experience, performance and length of service. 2017,2018, Market Data showed that the base salaries of Messrs. Zinsner, Bhatia, DeBoer, and MaddockSadana were below the 50th percentile for their positions or ranks, and the base salary of Mr. Mehrotra was at the 60th percentile for his position or rank. The Compensation Committee decided to increase the base pay for each of our Named Executive Officers to be more competitive with the base salaries of Messrs. Mehrotra and Sadana were above the 50th percentile for their positions or ranks.offered by peer companies. The following table shows our Named Executive Officers' fiscal 20182019 salaries as compared to fiscal 2017.2018.Executive Officer Fiscal 2018 Base Salary Base Salary % Change From Fiscal 2017 Fiscal 2019
Base Salary Base Salary %
Change From
Fiscal 2018 $ 1,300,000 8 % 635,000 2 % Manish Bhatia $ 635,000 — % 665,000 5 % Scott J. DeBoer 520,000 11 % 560,000 8 % Sanjay Mehrotra 1,200,000 — % Sumit Sadana 675,000 — % 715,000 6 % David A. Zinsner 620,000 NA Ernest E. Maddock 640,000 3 % 20182019 Short-Term Incentive AwardsWith respect to short-term incentive compensation, we pay for achievement of financial, operational and strategic objectives approved by the Compensation Committee at the beginning of each fiscal year. The short-term incentive opportunities are set to be competitive with market practices but actual incentive payouts are commensurate with achievement. Thus, we have adopted a "pay for performance" approach as it relates to short-term incentives.18business-unit and/or company-wide level.The In fiscal 2019, the Compensation Committee set the short-term incentive "opportunity" ("Target Award") for each Named Executive Officer is stated in terms of a specified percentage of such officer's base salary and is designed to reward participants for the achievement of specified short-term company-wide and/or business unit financial, operational or strategic goals. The Compensation Committee believes the pre-determined goals, regardless of whether tied to company-wide or business unit performance, promote our long-term success and shareholder value.For fiscal 2018, the Compensation Committee established an objective overarching “umbrella” goal that required the Company to meet a fiscal year revenue threshold to fund underlying goals. If and only if the revenue goal was achieved, each Named Executive Officer's Target Award would be funded to $3 million (the maximum permitted under the EIP), but would then be reduced at the Compensation Committee's discretion, based on the achievement of the Company's profitability goal, strategic goals, and each Named Executive Officer's individual performance.The Compensation Committee established the following Company-wide goals for fiscal 2018:Profitability – achieving targeted levels of net income; andStrategic Goals – achieving certain technology, product, cost and customer milestones.salary.20182019 goals are shown in the columns "Estimated Future Payouts under Non-Equity Incentive Plan Awards" of the "Grants of Plan-Based Awards in Fiscal 2018"2019" table. All goals were established with threshold (50%), target (100%), and maximum (200%) payout levels, with the threshold, target, and maximum payouts requiring a significant level of execution and effort and no assurance of goal achievement.20182019 for our Named Executive Officers, as a percentage of base salary, were measured against the Market Data median, as part of the Compensation Committee's efforts to make such opportunities "Reasonable" as described above. Though the Market Data median is instructive, the Compensation Committee also considers the other factors described under the section labeled "Reasonable" above when determining Target Awards for our Named Executive Officers. For fiscal 2018,2019, the following Target Awards were established, and were unchanged from fiscal 20172018 (except for Mr. Mehrotra, whose target was increased from 150% to 200% and for Mr. DeBoer, whose target was increased from 80%90% to 90%100%):Executive Officer % of Base
Salary 200 % of Base SalaryManish Bhatia 100 % Scott J. DeBoer 90100 % Sanjay Mehrotra 150%Sumit Sadana110%David A. Zinsner 100 % Ernest E. Maddock 100110 % levelsCompensation Committee established a profitability goal and five operational metrics for evaluating performance in fiscal 2019:achievement were reviewedcertain product milestones (including sales of certain NAND and DRAM products as a percentage of total sales);based onreviewed and determined the Company's performance against these corporate metrics, applied the percentage of achievement to plan and weighted the results according to the weightings established at the beginning of the year. After applying this formula, the Compensation Committee considered each Named Executive Officer's performance over fiscal 2018 results2019 and ourestablished a final EIP payout for fiscal 2019. Our Named Executive Officers received EIP bonuses in the following amounts:amounts in fiscal 2019:Executive Officer % of Target Achieved Bonus Paid Manish Bhatia(1) 165 % $ 918,221 Scott J. DeBoer 200 % 936,000 Sanjay Mehrotra(2) 200 % 3,000,000 Sumit Sadana 200 % 1,485,000 David A. Zinsner(1) 150 % 493,105 Ernest E. Maddock 150 % 960,000 Executive Officer % of Target
Achieved Bonus Paid 140 % $ 3,640,000 105 % 666,750 140 % 931,000 140 % 784,000 140 % 1,101,100 (1) Bonuses for Messrs. Bhatia and Zinsner were prorated to reflect their length of service in fiscal 2018.19(2) Mr. Mehrotra's bonus was capped at $3,000,000 pursuant to the maximum award limit imposed by the EIP.The EIP calls for certain performance goals to be modified with respect to major corporate transactions if permitted by Section 162(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as amended (the "Code"). These events are more fully described in the EIP. Additionally, the Compensation Committee has the discretion to modify performance goals with respect to Target Awards that are not intended to satisfy Section 162(m) if the Compensation Committee determines that due to changes in our business, operations, corporate or capital structure, the existing performance goals are rendered unsuitable for a given performance period. In fiscal 2018, the Compensation Committee modified one of our technology acceleration goals, because our business plan changed from the development of floating-gate NAND to the development of replacement-gate NAND. Upon the occurrence of a "change in control" (as defined in the EIP), performance periods are deemed to have ended and the Compensation Committee will determine whether performance goals were achieved. Finally, the Compensation Committee always retains the ability to exercise "negative discretion" and reduce an amount otherwise earned pursuant to the EIP. As described above, in fiscal 2018 the Compensation Committee modified one of the performance goals related to company strategy, as a result of a change to our business plan.20182019 Long-Term Equity Incentives20182019 compensation, the Compensation Committee did not changechanged the mix of long-term equity incentives for our Named Executive Officers from theto a higher percentage of performance-based restricted stock units ("PRSUs"). The fiscal 2019 mix was 50% performance-based restricted stock and 50% time-based restricted stock. The fiscal 2018 mix was 25% stock options, 45% time-based restricted stock, and 30% performance-based restricted stock unit mix established last year, except with respect toPRSUs for all Named Executive Officers other than Mr. Zinsner, who receivedwhose awards were a mix of 50% options and 50% time-based restricted stock.With respect to time-based restricted stock awards for fiscal 2018, restrictions lapse as to one-third(as part of the shares on each anniversary 31will exercise negative discretion based on achievementbelieves that increasing the mix of PRSUs further emphasizes the Company's technology ramp and Company valuation goals to determinestrong pay-for-performance philosophy underlying the value of each Named Executive Officer's award. After the award value is determined, the number of performance-based restricted stock units awarded is determined by dividing the Named Executive Officer's target opportunity by the fair market value of the Company’s common stock, up to a cap of 5 million shares. We believe that achievement of the umbrella revenue, technology ramp and Company valuation goals require significant execution and effort by the Named Executive Officers with no assurance of achievement guaranteed. In the absence of at least the umbrella revenue threshold amount being achieved, the restrictions will not lapse and the shares will be forfeited.20executive compensation program.the Market Data and information provided by Mr. Mehrotra related to the other officer'sofficers' performance and his recommendation as to the amount of their awards. For information on Mr. Mehrotra's long-term equity incentive, please see the discussion below on CEO compensation. The following table shows the value of our Named Executive Officers' fiscal 20182019 long-term equity incentives:Executive Officer Fiscal 2018 Long-Term Equity Incentives(1) Manish Bhatia(2) $ 8,800,000 Scott J. DeBoer 2,500,000 Sanjay Mehrotra 10,000,000 Sumit Sadana 4,000,000 David A. Zinsner(3) 4,250,000 Ernest E. Maddock 3,000,000 (1)Reflects target grant-date fair value.Executive Officer Fiscal 2019 Long-
Term Equity
Incentives(1) $ 12,000,000 3,000,000 3,800,000 3,000,000 4,400,000 (2) Mr. Bhatia's long-term equity incentive total for fiscal 2018 includes his new hire equity award, valued at $5,000,000, in the form of time-based restricted stock.(3)Mr. Zinsner's long-term equity incentive total for fiscal 2018 includes his new hire equity award, valued at $2,000,000, and his pro-rated fiscal 2018 target award, valued at $2,250,000, each of which was awarded as a mix of 50% time-based restricted stock and 50% stock options.grantinggrant of long-term incentive awards (or the award or payment of any other compensation) with the release of material, non-public information. Historically, long-term incentive awards have been made in the first quarter of the fiscal year with the exact grant date corresponding with the date of the meeting of the Compensation Committee. Historically, long-term incentive grants to the Named Executive Officers are approved by the Compensation Committee on the same day as the grants to other executive officers and the exercise price of stock options is equal to the fair market value of our Common Stock as defined by the equity plan pursuant to which the award is granted.officers. For purposes of our equity plans, fair market value is defined as the closing price as quoted on Nasdaq for the last market-trading day prior to the date of grant.
2019 Performance Metric Shares Banked for
Fiscal 2019
Performance(1) — 35,735 — 40,841 116,094 192,670 33Executive Officer Shares Banked for
Fiscal 2019
PerformanceShares Vested for
Fiscal 2019
Performance 88,245 — 22,062 — 27,945 — 22,062 — 32,356 — 192,670 — 2018 Performance Metric Shares Banked for
Fiscal 2019
Performance(1) — — 116,454 116,454 Executive Officer Shares Banked for
Fiscal 2019
PerformanceShares Vested for
Fiscal 2019
Performance(2) 57,366 — 21,800 — 14,342 — 22,946 — 116,454 — 20182019 Employee Benefitswhich for us are minor in scope and amount, and are not considered to be material elements of compensation.21 3530, 2017,29, 2018, and August 30, 2018,29, 2019, and represents the rates of return of our Common Stock reflecting price appreciation plus reinvestment of any dividends and the compounding effect of any dividends paid on reinvested dividends. The information presented in the three-year TSR chart below is based on closing prices of our Common Stock on August 29, 2016, and August 29, 2019, and represents the rates of return of our Common Stock reflecting price appreciation plus reinvestment of any dividends and the compounding effect of any dividends paid on reinvested dividends.One-Year TSR for 2019 Ranked Peer Comparison
Three-Year TSR for 2019 Ranked Peer Comparison
2017.2018. The 50th percentile presented in the charts below represents total target direct compensation (i.e. the sum of base salary, target short-term incentive, and target long-term incentive compensation).
2018 CEO Pay Ranked Peer Comparison
This data was considered by the
when establishingconsidered this data (except for fiscal 2019 TSR since Mr. Mehrotra's compensation was set early in fiscal 2019) and Market Data in setting Mr. Mehrotra's total target direct compensation for fiscal 2018.The Compensation Committee reviewed Market Data in setting Mr. Mehrotra's compensation for fiscal 2018. 2019.20182019 was $1,200,000.$1,300,000. Market Data showed that Mr. Mehrotra's base salary was betweenat the 50th and 75th percentile for CEOs in our Compensation Peer Group.22150%200% of his base salary for fiscal 2018.2019. Market Data showed that a short-term incentive of 150%200% of base salarysalary was the medianat the 75th percentile for CEOs in our Compensation Peer Group.20182019 was $10,000,000.$12,000,000. Mr. Mehrotra's equity awards were comprised of 25% stock options, 45%50% time-based restricted stock and 30%50% performance-based restricted stock units. Market Data showed that Mr. Mehrotra's long-term equity incentive was betweenat the 50th and 75th percentile for our Compensation Peer Group. 37Awards Number of Options/ Shares(1) Grant Date Fair Value(1) Fiscal 2018 Stock Options 140,308 $ 2,500,001 Time-based Restricted Stock 108,277 4,499,992 Performance-based Restricted Stock Units 64,775 2,999,960 313,360 $ 9,999,953 Awards Number of
Options/
Shares(1) Grant Date Fair
Value(1) 141,710 $ 6,000,001 132,868 5,999,962 274,578 $ 11,999,963 (1)Information related to Mr. Mehrotra's long-term incentive award is also included in the "Grants of Plan-Based Awards in Fiscal 2018" table. The stock options are listed in the column "All Other Option Awards: Number of Securities Underlying Options," the time-based share amounts are listed in the column "All Other Stock Awards: Number of Shares of Stock or Units," and the performance-based share amounts are listed in the column "Estimated Future Payouts under Equity Incentive Plan Awards" The values included in those tables reflect the grant-date fair value under ASC 718.87 to the Fiscal 20182019 Summary Compensation Table for additional information.Mehrotra’sMehrotra'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’sMehrotra'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:Mehrotra’sMehrotra's salary in effect upon the date of termination paid in installments during the one-year period following termination (or paid in a lump sum if Mr. Mehrotra’sMehrotra's termination of employment occurs on, or within 12 months after, a "change in control");Mehrotra’sMehrotra's target annual bonus under the EIP for the year of termination paid on the one-year anniversary of Mr. Mehrotra’sMehrotra's termination;23Mehrotra’sMehrotra's termination of employment; andMehrotra’sMehrotra's severance benefits become payable on account of his "good reason" resignation prior to a "change in control," the unvested portion of his sign-on equity award will be forfeited and, in addition, if Mr. Mehrotra becomes employed within one year of his termination of employment, the unpaid portion of his salary continuation benefit will be forfeited. The Executive Agreement also includes a "cut-back" provision, which provides that Mr. Mehrotra’sMehrotra's benefits under the Executive Agreement will be reduced so that no excise tax will apply under Section 280G of the Code, if such reduction will result in a higher net after-tax benefit to Mr. Mehrotra. The Executive Agreement does not provide a tax gross-up for any such tax. Mr. Mehrotra’sMehrotra's entitlement to the benefits provided under the Executive Agreement are conditioned on Mr. Mehrotra signing a release of claims in favor of Micron and on Mr. Mehrotra’sMehrotra's compliance with terms of our non-competition, non-solicitation, and non-disclosure agreement.terminationcertain 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 within 12 months of 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. Mr. Bhatia's severance agreement also provides for acceleration of any unvested shares granted in connection with his hiring, with any shares that remain unvested at the end of the 12- or 18-month period following termination of employment becoming 100% vested and earned on the last day of such period.obligation,obligation;indefinitely,indefinitely;purpose,purpose; and 39243549 for a description of the estimated severance amounts as of the end of fiscal 20182019 for Messrs. Mehrotra, Zinsner, Bhatia, DeBoer Mehrotra, Sadana, Zinsner and Maddock.Sadana.participant’sparticipant's employment is terminated without cause or, in the case of certain participants including our Named Executive Officers, if the participant resigns for good reason. Time-based awards granted prior to August 25, 2016, become fully vested or the applicable restrictions lapse upon a change in control. Performance-based awards granted prior to August 25, 2016, are treated as if all required performance goals were satisfied and are paid within 30 days on a pro-rata basis based on the amount of the performance period completed as of the date of the change in control. The compensation that Named Executive Officers could receive if a change of control occurs is intended to enable them to objectively evaluate whether a potential change in control is in the best interest of us and our shareholders. Estimated value that the Named Executive Officers could receive from our change in control provisions can be found in "Potential Payments Upon Termination or Change in Control" on page 35."Market Data" DefinedCompensation data is gathered by our compensation consultant from proxy statementsCompensation Peer Group DataData is gathered from proxy statements and other documents that are filed with the SEC to develop the Compensation Peer Group data.The compensation consultant works with the Compensation Committee and our management team, including our CEO, to identify peer companies for compensation comparison purposes. The peer companies are primarily selected based on their industry, degree of business match (i.e., semiconductor or electronics manufacturing), and comparability of revenue size. All the peer companies have an industry segment of semiconductor and semiconductor equipment, electronic equipment, instruments, and components or electrical equipment. The companies selected generally fall within a revenue range of approximately 20% to 250% of the size of Micron and have a high degree of business match. We believe our custom peer group is comprised of companies that are likely to be our competitors for executive talent.25Each year the Compensation Committee reevaluates the composition of our Compensation Peer Group to ensure that it reflects industry or economic changes that may have occurred during the fiscal year, such as changes in business strategies, operations, revenues, product lines or availability of information. For fiscal 2018, the composition of our Compensation Peer Group changed with the removal of EMC Corporation, Jabil Circuit, Inc., and Flextronics International and the addition of Advanced Micro Devices, Inc., Intel Corporation, Lam Research Corporation, and NVIDIA Corporation, and is comprised of the following:Advanced Micro Devices, Inc.Medtronic Inc.Applied Materials, Inc.NVIDIA CorporationBroadcom LimitedQUALCOMM IncorporatedCorning IncorporatedSeagate Technology Plc.Danaher CorporationTE Connectivity Ltd.Eaton Corporation, Plc.Texas Instruments IncorporatedEmerson Electric Co.Thermo Fisher Scientific Inc.Lam Research CorporationWestern Digital Corp.Intel CorporationThese companies are referred to in the compensation discussion and analysis as the "Compensation Peer Group."When collecting and assessing market compensation data, we collect data based on job descriptions first. This permits the Compensation Committee to match positions held by our executives with those of other companies and, as described more fully below, deviate from benchmarked data based on the factors described earlier. If we are not able to match positions to a reasonable number of companies within the Compensation Peer Group, we look to the rank of the person involved and match ranks, e.g., our highest paid officer is ranked to the highest paid officer at each company within the Compensation Peer Group.Survey DataSurvey data may vary from year to year. For fiscal 2018, our compensation consultant used the Radford Global Technology Survey and information obtained from public filings by the Compensation Peer Group. We believe these surveys are particularly relevant for high-technology companies given the high level of participation by such companies in the survey.Sadana and ZinsnerSadana are required to hold shares with a value equal to three times their base salary. Executive officers are given five years to meet the ownership guidelines. The Governance and Sustainability Committee reviews the Ownership Guidelines annually 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.Executive Officer(1) Guideline Multiplier Guideline Amount(2) Compliance with Guideline Executive Officer Guideline
Multiplier Guideline
Amount(1) Compliance
with
Guideline 5 $ 6,750,000 Yes 3 1,986,000 Yes Manish Bhatia 3 $ 1,995,000 Yes 3 2,085,000 Yes Scott J. DeBoer 3 1,680,000 Yes 3 1,785,000 Yes Sanjay Mehrotra 5 6,500,000 Yes Sumit Sadana 3 2,145,000 Yes 3 2,235,000 Yes David A. Zinsner 3 1,905,000 Yes This guideline no longer applies to Mr. Maddock.26(2) 1117 for information on stock ownership guidelines for our directors. The Compensation Committee
Richard M. Beyer
Patrick J. ByrneLawrence N. Mondry
Robert E. Switz2018.2019. During fiscal 2018,2019, none of our executive officers served on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served on our Compensation Committee or Board of Directors.27 412017 and 2016.2017.Name and Principal Position Year Salary(1) Stock Awards(2)(3)(4) Option Awards (5)(6) Non-Equity Incentive Plan Compensation(7) All Other Compensation(8) Total Year Salary(1) Stock
Awards(2)(3) Option
Awards(4)(5) Non-Equity
Incentive Plan
Compensation(6) All Other
Compensation(7) Total 2019 $ 1,286,154 $ 11,999,963 $ — $ 3,640,000 $ 18,634 $ 16,944,751 2018 1,200,000 7,499,952 2,500,001 3,000,000 41,630 14,241,583 2017 387,692 6,885,622 6,885,790 1,147,253 66,669 15,373,026 2019 632,923 3,000,019 — 666,750 14,000 4,313,692 2018 331,462 2,124,998 2,124,997 493,105 235,202 5,309,764 Manish Bhatia 2018 $ 559,289 $ 7,850,023 $ 950,000 $ 918,221 $ 177,873 $ 10,455,406 2019 660,846 3,800,003 — 931,000 1,240,618 6,632,467 Executive Vice President, 2018 559,289 7,850,023 950,000 918,221 177,873 10,455,406 Global Operations Scott J. DeBoer 2018 511,154 1,875,032 625,000 936,000 139,029 4,086,215 2019 554,462 3,000,019 — 784,000 15,662 4,354,143 Executive Vice President, 2017 470,000 1,499,986 499,998 752,000 14,500 3,236,484 2018 511,154 1,875,032 625,000 936,000 139,029 4,086,215 Technology Development 2016 470,000 1,322,985 440,996 — 14,250 2,248,231 2017 470,000 1,499,986 499,998 752,000 14,500 3,236,484 Sanjay Mehrotra 2018 1,200,000 7,499,952 2,500,001 3,000,000 41,630 14,241,583 President and Chief 2017 387,692 6,885,622 6,885,790 1,147,253 66,669 15,373,026 Executive Officer Sumit Sadana 2018 675,000 2,999,945 999,997 1,485,000 23,356 6,183,298 2019 709,462 4,399,958 — 1,101,100 14,000 6,224,520 Executive Vice President 2018 675,000 2,999,945 999,997 1,485,000 23,356 6,183,298 and Chief Business Officer David A. Zinsner 2018 331,462 2,124,998 2,124,997 493,105 235,202 5,309,764 Senior Vice President and Chief Financial Officer Ernest E. Maddock 2018 491,231 2,723,360 865,446 960,000 238,160 5,278,197 Senior Vice President 2017 610,308 2,250,005 749,997 1,240,000 32,958 4,883,268 and Chief Financial Officer 2016 550,000 1,949,981 686,347 — 59,188 3,245,516
(1)Mr. Bhatia joined the Company as Executive Vice President in October 2017 and his annual base salary for fiscal 2018 was $635,000. Mr. Zinsner joined the Company as Senior Vice President and Chief Financial Officer in February 2018 and his annual base salary for fiscal 2018 was $620,000. Fiscal 2018 amount for Mr. Maddock represents salary earned up to his resignation from the Company on June 8, 2018.(2)The grant-date fair values for the stock awards are based on the closing price on the last market-trading day prior to the date of grant. The grant date fair value of the performance-based awards granted in fiscal 2018, 2017 and 2016 was computed by multiplying (i) the target number of restricted shares or units awarded to each Named Executive Officer, which was the assumed probable outcome as of the grant date, by (ii) either (a) the closing price of our Common Stock on the last market-trading day prior to the date of grant if the performance goal had a performance condition; or (b) the use of the Monte-Carlo simulation which represents the most likely value of the award if the performance goal had a market condition. Although the assumed probable outcome as of the grant date was achievement at the target level, the terms of the awards for performance-based restricted stock unit awards granted in 2018, 2017 and 2016 also provide for achievement of up to 200% of the target amount ("maximum"). The table below presents the aggregate grant-date fair value of stock awards for the periods presented assuming achievement at the maximum level for such performance-based awards: 2019 2018 2017 2018 2017 2016 Executive Officer Time-based Stock Award Performance-based Stock Award at Maximum Level Total Stock Awards Time-based Stock Award Performance-based Stock Award at Maximum Level Total Stock Awards Time-based Stock Award Performance-based Stock Award at Maximum Level Total Stock Awards Time-
based
Stock
Award Performance-
based Stock
Award at
Maximum
Level Total
Stock
Awards Time-
based
Stock
Award Performance-
based Stock
Award at
Maximum
Level Total
Stock
Awards Time-
based
Stock
Award Performance-
based Stock
Award at
Maximum
Level Total
Stock
Awards $ 6,000,001 $ 10,499,942 $ 16,499,943 $ 4,499,992 $ 4,499,943 $ 8,999,935 $ 6,885,622 $ — $ 6,885,622 1,499,979 2,625,056 4,125,035 2,124,998 — 2,124,998 Manish Bhatia $ 6,709,971 $ 1,710,089 $ 8,420,060 1,900,008 3,324,990 5,224,998 6,709,971 1,710,089 8,420,060 Scott J. DeBoer 1,124,988 1,125,082 2,250,070 $ 899,993 $ 899,985 $ 1,799,978 $ 793,793 $ 793,784 $ 1,587,577 1,499,979 2,625,056 4,125,035 1,124,988 1,125,082 2,250,070 899,993 899,985 1,799,978 Sanjay Mehrotra 4,499,992 4,499,943 8,999,935 6,885,622 — 6,885,622 Sumit Sadana 1,800,005 1,799,900 3,599,905 2,199,986 3,849,962 6,049,948 1,800,005 1,799,900 3,599,905 David A. Zinsner 2,124,998 — 2,124,998 Ernest E. Maddock 1,823,350 1,350,021 3,173,371 1,350,006 1,349,995 2,700,001 1,169,992 1,169,987 2,339,979 28(3)Mr. Bhatia's amount includes $4,999,985 for his new hire equity awards, in the form of time-based restricted stock. for his new hire equity awards, in the form of time-based restricted stock.(4)In connection with Mr. Maddock's resignation, the Compensation Committee modified Mr. Maddock's equity awards granted on October 24, 2017, to be eligible for vesting during his one-year severance period under his executive agreement. The incremental fair values resulting from the modifications are included in Mr. Maddock's fiscal 2018 Stock Awards and Option Awards columns as below:Award Number of Shares Subject to Modification Incremental Fair Value due to Modification Fiscal 2018 Stock Awards 10,827 $ 473,356 Fiscal 2018 Option Awards 10,523 115,453 (5)Assumptions used in determining the grant-date fair values of option awards are set forth in the "Equity Plans" note to the financial statements included in our annual reports on Form 10-K for fiscal years 2018, 2017 and 2016, which note is incorporated herein by reference.(6)Mr. Zinsner's amount includes $999,992 for his new hire equity awards.(7)Amounts shown for each of the Named Executive Officers were paid pursuant to the EIP and relate to the achievement of certain performance milestones. The EIP was suspended for fiscal 2016 and despite some performance milestones being met, no bonuses were paid.(8)Includes matching contributions paid by us pursuant to our 401(k) plan. For fiscal 2018, $13,750 was contributed for each of Messrs. Bhatia, DeBoer, Mehrotra, Zinsner and Maddock, and $23,356 for Mr. Sadana. Includes matching contributions paid by us pursuant to our Health Savings Account in fiscal 2018 for Messrs. DeBoer and Mr. Maddock in the amounts of $1,000 and $250, respectively. All Other Compensation for fiscal 2018 also included the following for each of the Named Executive Officers:Amount for his new hire equity awards in the form of time-based restricted stock. Mr. Bhatia's amount in fiscal 2018 includes $4,999,985 for his new hire equity awards in the form of time-based restricted stock.includes payments relatedDeBoer, and Sadana. Includes matching contributions paid by us pursuant to his overseas assignmentour Health Savings Account in Singapore including $40,707 in expat benefit allowances, $26,947 in housing expenses, $79,861 for a reimbursement of federal, state and other income taxes resulting from imputed income and $7,105 in miscellaneous expense. Amount for Mr. Bhatia also includes $9,503 for legal fee reimbursement.Amountfiscal 2019 for Mr. DeBoer includes $124,279in the amount of $1,000. All Other Compensation for fiscal 2019 also included the cash outfollowing for each of his unused time-off.the Named Executive Officers:$22,759$1,626 for commuting expenses, including use of Company aircraft. Compensation for aircraft usage was determined based on the aggregate incremental cost to the Company, including fuel, landing fees, ramp/parking fees and other variable costs of operating the airplane. Since the Company's aircrafts are primarily used for business travel, fixed costs that do not change based on usage, such as pilots' salaries, depreciation of the aircraft, and the cost of general maintenance, are excluded.expenses. Also includes $5,121$3,008 for a reimbursement of federal, state, and other income taxes resulting from imputed income related to his commuting expenses.ZinsnerDeBoer includes $119,660$252 for a reimbursement of federal, state, and other income taxes from income related to a non-cash innovation award.relocation expense, $101,397Singapore, including $97,002 for acash-payment allowances to Mr. Bhatia associated with his assignment, $318,877 in housing expenses, $76,579 in education assistance, $645,812 for reimbursement of federal, state, and other income taxes resulting from imputed income and $395$88,348 in miscellaneous travel expense.Amount for Mr. Maddock includes $162,722 in severance benefits pursuant to Mr. Maddock Severance Agreement (see the "Potential Payments Upon Termination or Change in Control" table.) At the time 43his resignation, Mr. Maddock also received $61,334 for accumulated unused time-off.292018.2019. Estimated Future Payouts
under
Non-Equity Incentive
Plan Awards(1) Estimated Future Payouts
under
Equity Incentive Plan
Awards(2) All Other Stock
Awards:
Number of
Shares of
Stock or Grant Date
Fair Value
of Stock (or Name Grant Date Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts under Equity Incentive Plan Awards(2) All Other Stock Awards: Number of Shares of Stock or Units(3) All Other Option Awards: Number of Securities Underlying Options(4) Exercise Price of Options(5) Close Price onGrant Date(5)Grant Date Fair Value of Stock (or Units) and Options(6) Grant Date Threshold Target Max Threshold Target Max Units(3) Units)(4) Threshold Target Max Threshold Target Max Manish Bhatia 10/16/17 123,762 $ 4,999,985
NA
$
1,300,000
$
2,600,000
$
5,200,000
10/16/18
33,217
132,868
265,736
$
5,999,962
10/16/18
141,710
6,000,001
NA
317,500
635,000
1,270,000 10/24/17 12,308 24,616 49,232 1,140,052
10/16/18
8,305
33,218
66,436
1,500,040 10/24/17 41,145 1,709,986
10/16/18
35,427
1,499,979 10/24/17 53,317 $ 41.56 $ 41.60 950,000 $ 278,249 $ 556,497 $ 1,112,995
NA
332,500
665,000
1,330,000
10/16/18
10,519
42,075
84,150
1,899,995
10/16/18
44,875
1,900,008 Scott J. DeBoer 10/24/17 8,098 16,195 32,390 750,045
NA
280,000
560,000
1,120,000 10/24/17 27,069 1,124,988
10/16/18
8,305
33,218
66,436
1,500,040 10/24/17 35,077 41.56 41.60 625,000
10/16/18
35,427
1,499,979 234,000 468,000 936,000 Sanjay Mehrotra 10/24/17 32,388 64,775 129,550 2,999,960 10/24/17 108,277 4,499,992 10/24/17 140,308 41.56 41.60 2,500,001 900,000 1,800,000 3,000,000 Sumit Sadana 10/24/17 12,955 25,909 51,818 1,199,940
NA
393,250
786,500
1,573,000
10/24/17 43,311 1,800,005 10/24/17 56,123 41.56 41.60 999,997 371,250 742,500 1,485,000 David A. Zinsner 2/19/18 48,066 2,124,998 2/19/18 108,669 44.21 44.21 2,124,997 164,368 328,736 657,473 Ernest E. Maddock 10/24/17 9,717 19,433 38,866 900,010 10/24/17 32,483 1,349,993 10/24/17 42,092 41.56 41.60 749,993 320,000 640,000 1,280,000
10/16/18
12,180
48,718
97,436
2,199,972
10/16/18
51,960
2,199,986 (1) for fiscal 2018 under the EIP. Payment of bonuses under the EIP is dependent upon meeting specified performance goals. A description of the performance milestones associated with such bonuses is included in the "Compensation Discussion and Analysis."(2)Represents restricted stock units awarded in fiscal 2018 under the Amended and Restated 2004 Equity Incentive Plan (the "2004 Plan") with performance-based and market-based restrictions. Information related to the performance-based and market-based restrictions associated with these shares is contained in "Compensation Discussion and Analysis."(3)Represents restricted stock awarded in fiscal 2018 under the 2004 Plan with time-based restrictions. Time-based restrictions on the 10/16/17 awards lapse 62.5% in the first year and 12.5% in each of the three years after the first year. Time-based restrictions on the 10/24/17 awards lapse in three equal installments over a three-year period from the date of the award. Time-based restrictions on the 2/19/18 awards lapse in four equal installments over a four-year period from the date of the award.(4)Represents options awarded in fiscal 2018 under the 2004 Plan. All options vest in equal installments over a four-year period and have a term of eight years.(5)Under the 2004 Plan, options are required to have an exercise price equal to the fair market value. Fair market value is defined as the closing price on the last market-trading day prior to the date of grant.30(6)The value shown is based on the fair value as of the date of grant. Assumptions used in determining the fair values of these option awards are set forth in the "Equity Plans" note to our financial statements included in our annual report on Form 10-K for fiscal 2018. 2019 under the EIP. Payment of bonuses under the EIP is dependent upon meeting specified performance goals. A description of the performance milestones associated with such bonuses is included in the "Compensation Discussion and Analysis."for performance-based awards is determined based on payout atthe fair value as of the date of grant and was computed by multiplying (i) the target level.number of restricted shares or units awarded to each Named Executive Officer by (ii) either (a) the closing price of our Common Stock on the last market-trading day prior to the date of grant if the performance goal had a performance condition; or (b) the fair value per share as calculated by the use of a Monte-Carlo simulation, which represents the most likely value of the award if the performance goal had a market condition.2018,2019, the Compensation Committee reviewed the goals established under the EIP for fiscal 20182019 and certified achievement of results.different performance goals; half of the performance shares are tied to two technology sales goals overgoals: a two-fiscal year periodhigh value solutions metric, free cash flow metric, and the other half is tied to a company valuation based on our forward price to earnings ratio over a two-fiscal year period. There is also a three-year service period requirement for all performance-based awards.metric. Please see "Fiscal 2019 Executive Compensation–Fiscal 2019 Long-Term Incentive Awards" 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. In the absence of at least the threshold targets being achieved, the restrictions will not lapse and the shares will be forfeited.20182019 as a result of achievement of certain goals. SeePlease see the "Components of the"Fiscal 2019 Executive Compensation Program"Compensation–Fiscal 2019 Short-Term Incentive Awards" section of the "Compensation Discussion and Analysis."Stock Option VestingOptions generally vest in four equal installments over a four-year period from the grant date. Since March 2014, options granted have a term 45Determination of Stock-based CompensationThe fair values of option awards were estimated as of the dates of grant using the Black-Scholes option valuation model in accordance with ASC 718. The Black-Scholes model requires the input of assumptions, including the expected stock-price volatility and estimated option life. The expected volatilities utilized were based on implied volatilities from traded options on our stock and on historical volatility. The expected lives of options granted were based, in part, on historical experience and on the terms and conditions of the options. The risk-free interest rates utilized were based on the U.S. Treasury yield in effect at each grant date. No dividends were assumed in estimated option values.3130, 2018,29, 2019, by our Named Executive Officers. Option Awards Stock Awards Number of Securities
Underlying Unexercised
Options Option
Exercise Option Number of Shares or
Units of Stock That
Have Not Vested Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units Name Exercisable
(#) Unexercisable
(#) Price
($) Expiration
Date Number
(#) Market
Value(1)($) That Have Not
Vested(#) or Other Rights That
Have Not Vested(1)($)
285,987
285,989
(2)
$
28.20
5/8/2025
122,086
(3)
$
5,453,582
18,046
(4)
$
806,115
35,077
105,231
(5)
41.56
10/24/2025
72,185
(6)
3,224,504
18,046
(7)
806,115
141,710
(8)
6,330,186
28,683
(9)
1,281,270
56,684
(10)
2,532,074
49,598
(11)
2,215,543
26,586
(12)
1,187,597
27,166
81,503
(13)
44.21
2/19/2026
36,051
(14)
1,610,398
14,171
(10)
633,019 Option Awards Stock Awards
35,427
(8)
1,582,524
12,400
(11)
553,908 Number of Securities Underlying Unexercised Options Option Exercise Price($)Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)($)
6,647
(12)
296,921 Name Exercisable(#)Unexercisable(#)Number(#) Market Value(1)($) Manish Bhatia 53,317 (2 ) $ 41.56 10/24/2025 61,881 (3 ) $ 3,264,842 6,858 (4 ) $ 361,828
13,329
39,988
(5)
41.56
10/24/2025
46,411
(15)
2,073,179
6,858
(4)
306,347 61,881 (5 ) 3,264,842 6,858 (6 ) 361,828 41,145 (7 ) 2,170,810 10,900 (8 ) 575,084
27,430
(6)
1,225,298
6,858
(7)
306,347
44,875
(8)
2,004,566
10,900
(9)
486,903
17,950
(10)
801,827
15,706
(11)
701,587
8,419
(12)
376,077 Scott J. DeBoer 8,475 (9 ) 28.77 10/20/2022 6,900 (10 ) 364,044 14,554 (11 ) 767,869
13,694
13,695
(16)
18.18
10/14/2023
10,916
(17)
487,618
17,231
(18)
769,709 27,389 (12 ) 18.18 10/14/2023 21,832 (13 ) 1,151,856 11,127 (14 ) 587,061
16,320
32,640
(19)
17.41
10/19/2024
25,847
(20)
1,154,585
11,062
(21)
494,140 48,960 (15 ) 17.41 10/19/2024 38,771 (16 ) 2,045,558 17,231 (17 ) 909,108
8,769
26,308
(5)
41.56
10/24/2025
18,046
(6)
806,115
4,512
(4)
201,551 35,077 (2 ) 41.56 10/24/2025 27,069 (7 ) 1,428,160 11,062 (18 ) 583,631
35,427
(8)
1,582,524
4,512
(7)
201,551 4,512 (4 ) 238,053
7,171
(9)
320,329 4,512 (6 ) 238,053
14,171
(10)
633,019 7,171 (8 ) 378,342
12,400
(11)
553,908 Sanjay Mehrotra 142,993 428,983 (19 ) 28.20 5/8/2025 183,129 (20 ) 9,661,886 18,046 (4 ) 952,107 140,308 (2 ) 41.56 10/24/2025 108,277 (7 ) 5,712,695 18,046 (6 ) 952,107 28,683 (8 ) 1,513,315
6,647
(12)
296,921 Sumit Sadana 14,521 43,564 (21 ) 31.89 6/23/2025 18,815 (22 ) 992,679 7,218 (4 ) 380,822
29,042
29,043
(22)
31.89
6/23/2025
12,543
(23)
560,296
7,218
(4)
322,428 56,123 (2 ) 41.56 10/24/2025 43,311 (7 ) 2,285,088 7,218 (6 ) 380,822 11,473 (8 ) 605,315 David A. Zinsner 108,669 (23 ) 44.21 2/19/2026 48,066 (24 ) 2,535,962 Ernest E. Maddock (27) 38,725 25,075 (25 ) 27.79 6/3/2023 8,475 (26 ) 447,141 21,452 (11 ) 1,131,808 40,370 (12 ) 18.18 10/14/2023 32,178 (13 ) 1,697,711 16,400 (14 ) 865,264 1,416 (25 ) 14.66 12/11/2023 58,157 (16 ) 3,068,363 25,847 (17 ) 1,363,688 73,440 (15 ) 17.41 10/19/2024 32,483 (7 ) 1,713,803 16,593 (18 ) 875,447 42,092 (2 ) 41.56 10/24/2025 5,414 (4 ) 285,643 5,414 (6 ) 285,643 8,605 (8 ) 454,000
14,030
42,093
(5)
41.56
10/24/2025
28,874
(6)
1,289,802
7,218
(7)
322,428
51,960
(8)
2,321,053
11,473
(9)
512,499
20,784
(10)
928,421
18,186
(11)
812,369
9,748
(12)
435,443 (1)Calculated by multiplying the number of shares of restricted stock or restricted stock units by $52.76, on August 30, 2018.(2)Options vest in equal installments on October 24, 2018, October 24, 2019, October 24, 2020 and October 24, 2021.(3)Restrictions on shares lapsed on October 16, 2018.(4)Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse on October 24, 2020 upon the achievement of a DRAM sales goal through the fourth quarter of fiscal 2019.(5)Restrictions on shares lapse on October 16, 2018, October 16, 2019, October 16, 2020 and October 16, 2021.(6)Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse on October 24, 2020 upon the achievement of a NAND sales goal through the fourth quarter of fiscal 2019.(7)Restrictions on shares lapse on October 24, 2018, October 24, 2019 and October 24, 2020.(8)Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse on October 24, 2020 upon the achievement of a PE ratio goal through the fourth quarter of fiscal 2019.32(9)Options vested on October 20, 2018.(10)Restrictions on shares lapsed on October 20, 2018.(11)Represents the target number of restricted stock units. Restrictions related to this award lapsed at the end of the fourth quarter of fiscal 2018 as a result of achieving the specified ROA goal. The shares were released at 200% on October 16, 2018.(12)Options vest in equal installments on October 14, 2018 and October 14, 2019.(13)Restrictions on shares lapse in equal installments on October 14, 2018 and October 14, 2019.(14)Represents the target number of restricted stock units. Restrictions related to this award lapsed at the end of the fourth quarter of fiscal 2018 as a result of achieving the specified TSR goal. The shares were released at 200% on October 16, 2018.(15)Options vest in equal installments on October 19, 2018, October 19, 2019, and October 19, 2020.(16)Restrictions on shares lapse in equal installments on October 19, 2018, October 19, 2019, and October 19, 2020.(17)Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse upon the achievement of a ROA goal through the fourth quarter of fiscal 2019.(18)Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse upon the achievement of a relative TSR goal through the fourth quarter of fiscal 2019.(19)Options vest in equal installments on May 8, 2019, May 8, 2020 and May 8, 2021.(20)Restrictions on shares lapse in equal installments on May 8, 2019, May 8, 2020 and May 8, 2021.(21)Options vest in equal installments on June 23, 2019, June 23, 2020 and June 23, 2021.(22)Restrictions on shares lapse in equal installments on June 23, 2019, June 23, 2020 and June 23, 2021.(23)Options vest in equal installments on February 19, 2019, February 19, 2020, February 19, 2021, and February 19, 2022.(24)Restrictions on shares lapse in equal installments on February 19, 2019, February 19, 2020, February 19, 2021, and February 19, 2022.(25)Options vest on June 3, 2019.(26)Restrictions on shares lapse June 3, 2019.(27) Unexercisable option and unvested share numbers reported include awards that were outstanding on August 30, 2018, but will not29, 2019.prior to Junein equal installments on May 8, 2020 and May 8, 2021.endtarget number of Mr. Maddock's transition period. All of his unvested options and restricted stock asunits. Performance-based restrictions on stock units lapse on October 24, 2020 upon the achievement of a DRAM technology ramp goal through the fourth quarter of fiscal 2019.8, 2019, will be forfeited. For more information regarding severance agreements see "Potential Payments upon Termination or Change23, 2020 and June 23, 2021.Control."equal installments on June 23, 2020 and June 23, 2021.33 4720182019 and the value realized. Option Awards Stock Awards Option Awards Stock Awards Name Number of Shares Acquired on Exercise Value Realized on Exercise(1) Number of Shares Acquired on Vesting(2) Value Realized on Vesting(3) Number of
Shares Acquired
on Exercise Value Realized
on Exercise(1) Number of
Shares Acquired
on Vesting(2) Value Realized on
Vesting(3) — — 97,135 $ 3,853,630 — — 12,015 504,510 Manish Bhatia — — — — — — 91,066 3,805,538 Scott J. DeBoer 113,384 $ 2,936,587 93,851 $ 3,913,655 8,475 $ 163,017 96,349 4,254,464 Sanjay Mehrotra — — 61,042 2,959,316 Sumit Sadana — — 6,271 358,074 — — 20,709 766,967 David A. Zinsner — — — — Ernest E. Maddock 105,595 3,905,180 119,653 5,160,510 (1)Value calculated by subtracting the exercise price from the fair market value of the shares at the time of exercise multiplied by the number of options exercised.(2)Includes performance-based restricted units vested in October 2018 based on performance completed by the end of fiscal 2018 and excludes performance-based restricted units vested in October 2017 based on performance completed by the end of fiscal 2017.(3)Value calculated by multiplying number of shares by the market value per share on the vesting date.The Compensation Committee adoptedin fiscal 2017 and Mr. Mehrotra is the only Named Executive Officer who has participated through the end of fiscal 2018.2019.Name Executive Contributions in Last Fiscal Year ($)(1) Registrant Contributions in Last Fiscal Year ($) Aggregate Earnings in Last Fiscal Year ($) Aggregate Withdrawals/Distributions ($) Aggregate Balance at Last Fiscal Year-End ($)(2) Executive
Contributions in
Last Fiscal Year
($)(1) Registrant
Contributions in
Last Fiscal Year
($) Aggregate
Earnings in Last
Fiscal Year ($) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at Last
Fiscal Year-End
($)(2) Sanjay Mehrotra $ 207,692 $ — $ 39,240 $ — $ 696,354 $ 425,000 $ — $ 31,054 $ — $ 1,152,408 (1)$207,692 included in the Summary Compensation table in the "Salary" column for fiscal 2018.(2)Balance as of the beginning of fiscal 2018 was $449,422.Company’s named executive officers.Company's Named Executive Officers. Pursuant to the Deferred Compensation Plan and subject to applicable tax laws, participants may elect to defer up to 75% of their base salary and up to 100% of their bonus compensation. The Company may, in its sole discretion, provide matching and/or discretionary contributions to the Deferred Compensation Plan. Participants will be 100% vested at all times in their deferral accounts; provided, however, that matching and/or discretionary contributions by the Company, if any, may be subject to a vesting schedule as provided by the Company. Participants may elect to receive payment of their account balances upon a fixed date, or their separation from service with the Company, or the earlier of a fixed date orparticipant’sparticipant's death or disability, or upon a change in control. Account balances under the Deferred Compensation Plan earn or lose value based on the investment performance of one or more of the various investment funds offered under the Deferred Compensation Plan and selected by the participants. Compensation34deferred under the Deferred Compensation Plan represents an unsecured obligation of the Company. Amounts deferred under the Deferred Compensation Plan are expected to be held in a separate rabbi trust established to pay Plan benefits.20182019 was $56,540.$60,796.20182019 was $14,241,583.$16,944,751.20182019 was estimated to be 252279 to 1.by theunder SEC rules, we used annual taxable income paid withinare using the same median employee identified for purposes of our fiscal year,2018 CEO pay ratio, as reported inwe believe there have been no changes to our payroll data, to identifyemployee population and compensation that would significantly impact our median employee.pay ratio disclosure. When calculating our median compensation for fiscal 2018, we utilized our global employee population and exchange rates effective as of August 30, 2018. As of this date, our employee population was 35,956. This includes all regular, part-time, and temporary employees. No exclusions were made for countries, employee types, or acquisitions.Table. ThisTable using the daily average New Taiwan dollar exchange rates during fiscal 2019. We compared this value was compared to the annual total compensation of our Chief Executive Officer for purposes of the ratio set forth above. We did not make any cost of living adjustments.20182019 was a Fab Engineer based in Taiwan.currently-employed Named Executive Officers are estimated amounts that were calculated 4930, 2018,29, 2019, or the Named Executive Officers separated from service on August 30, 2018,29, 2019, the last day of fiscal 2018. The amounts listed for Mr. Maddock are based upon his separation from service on June 8, 2018.Mr.Messrs. Mehrotra, Zinsner, Bhatia, Mr. Mehrotra, Mr.and Sadana and Mr. Zinsner are payable only if their employment with the Company terminates as a result of death or disability, the Company terminates histheir employment without cause, or he resignsthey resign for good reason.35Name Salary(1) Bonus(2) Cash in Lieu of Benefits Payment(3) Total Value of Options Exercisable During the Transition Period(4) Value of Extended Restricted Stock Vesting(5) Value of Unearned Performance -Based Stock Awards(6) Total Salary(1) Bonus(2) Cash in Lieu
of Benefits
Payment(3) Total Value
of Options
Exercisable
During the
Transition
Period(4) Value of
Extended
Restricted
Stock
Vesting(5) Value of
Unearned
Performance -
Based Stock
Awards(6) Total $ 2,600,000 $ 8,840,000 $ 369,763 $ 8,727,991 $ 6,449,053 $ — $ 26,986,807 635,000 666,750 80,225 469,044 1,064,307 — 2,915,326 Manish Bhatia $ 635,000 $ 918,221 $ 53,021 $ 214,242 $ 4,804,642 $ — $ 6,625,126 665,000 931,000 55,752 264,541 3,354,002 — 5,270,295 Scott J. DeBoer 520,000 936,000 82,019 1,431,440 2,097,896 2,709,859 7,777,214 560,000 784,000 81,181 1,825,295 1,995,454 2,527,697 7,773,627 Sanjay Mehrotra 2,400,000 6,600,000 254,027 8,030,264 5,124,843 — 22,409,134 Sumit Sadana 675,000 1,485,000 64,094 875,176 1,092,607 — 4,191,877 715,000 1,101,100 85,397 968,793 1,698,711 — 4,569,001 David A. Zinsner 620,000 493,105 64,799 393,847 633,911 — 2,205,662 Ernest E. Maddock 640,000 960,000 76,919 5,245,751 3,362,760 4,647,469 14,932,899
(1)Represents one year of the Named Executive Officer's salary as of August 30, 2018, except for Mr. Mehrotra, which represents two years of salary as of August 30, 2018, and for Mr. Maddock, which represents one year of salary as of June 8, 2018, the date of his separation from service.(2)Represents the actual EIP bonus paid for fiscal 2018, except for Mr. Mehrotra, which also includes two times his target annual bonus, subject to the maximum award limit imposed by the EIP.(3)Represents a cash payment in an amount estimated to allow the Named Executive Officer to purchase during the Transition Period benefits similar to those received while an employee, except for Mr. Mehrotra, which represents twice the amount. The amount listed includes a gross-up calculation for the tax impact of the payment.(4)Represents the total value of stock options that are exercisable as of August 30, 2018, and that are expected to vest during the Named Executive Officer's Transition Period. The fair value of each option award is estimated as of August 30, 2018, (June 8, 2018, for Mr. Maddock) using the Black-Scholes option valuation model. The expected volatilities utilized are based on implied volatility from traded options on our stock. The expected lives are based on the shorter of the length of the Transition Period plus thirty days or the remaining life of the option. The risk-free interest rates utilized are based on the U.S. Treasury yield on August 30, 2018 (June 8, 2018, for Mr. Maddock).(5)Represents the value resulting from the additional vesting of restricted shares during the Named Executive Officer's Transition Period. The amount shown is calculated as the number of additional shares that would vest during the Transition Period multiplied by $52.76, our closing stock price on August 30, 2018 (for Mr. Maddock, $61.39, our closing stock price on June 8, 2018).(6)Our performance-based and market-based stock awards have a measurement period of three years over which performance is assessed in order to vest in the awards. The amount shown is calculated as the number of such shares granted in fiscal 2016 that actually vested for the Named Executive Officer's Transition Period multiplied by $52.76, our closing stock price on August 30, 2018 (for Mr. Maddock, $61.39, our closing stock price on June 8, 2018). The restrictions for awards granted in fiscal 2017 and fiscal 2018 would not have lapsed during the Named Executive Officer's Transition Period. Accordingly, no amount is assumed in the table above.36participant’sparticipant's employment is terminated without cause or, in the case of certain participants including our Named Executive Officers, if the participant resigns for good reason. For equity awards, the impact of a change in control differs for outstanding time-based and performance-based awards. Outstanding time-based awards would automatically become fully vested or the applicable restrictions would lapse upon occurrence of the single-trigger event for awards granted prior to August 25, 2016 or double-trigger event for awards granted from August 25, 2016. Upon the occurrence of a single-trigger event for awards granted prior to August 25, 2016 or double-trigger event for awards granted from August 25, 2016, outstanding performance-based awards are treated as if all required performance goals were satisfied at the target level on the date of the change in control and are vested or have their restrictions lapse on a pro-rata basis based on the amount of the performance period completed as of the date of the change in control.Mr.Messrs. Mehrotra, Zinsner, Bhatia, Mr. Mehrotra, Mr.and Sadana and Mr. Zinsner provide for transitional benefits for change in control separation. Change in control separation means a qualifying separation from service that occurs on or within 12 months following a change in control. In the event of a change in control separation, the payments for "Salary", "Bonus""Salary," "Bonus," and "Cash in Lieu of Benefit" are paid in a lump sum within 60 days from the date of separation, subject to the possibility of a six-month delay that may be required by Section 409A. All outstanding time-based and performance-based awards would become fully vested. 5130, 2018.29, 2019.Name Salary (1) Bonus(2) Cash in Lieu of Benefits Payment(3) Value of Options(4) Value of Stock Awards(5) Total Salary(1) Bonus(2) Cash in Lieu
of Benefits
Payment(3) Value of
Options(4) Value of
Stock
Awards(5) Total $ 2,600,000 $ 8,840,000 $ 369,763 $ 5,037,507 $ 21,670,685 $ 38,517,955 952,500 666,750 120,338 37,491 1,610,398 3,387,477 Manish Bhatia $ 952,500 $ 918,221 $ 79,531 $ 597,150 $ 9,999,233 $ 12,546,635 997,500 931,000 83,628 124,363 7,633,372 9,769,863 Scott J. DeBoer 520,000 936,000 82,019 3,274,068 9,121,861 13,933,948 560,000 784,000 81,181 1,334,365 7,403,903 10,163,449 Sanjay Mehrotra 2,400,000 6,600,000 254,027 12,107,272 18,792,110 40,153,409 Sumit Sadana 1,012,500 1,485,000 96,141 1,537,758 4,644,727 8,776,126 1,072,500 1,101,100 128,095 502,079 6,730,046 9,533,820 David A. Zinsner 930,000 493,105 97,199 929,120 2,535,962 4,985,386 (1)Represents one and half year of the Named Executive Officer's salary as of August 30, 2018, except for Mr. Mehrotra, which represents two years of salary as of August 30, 2018, and one year for Mr. DeBoer, whose severance agreement doesn't provide additional benefit for change in control separation.(2)Represents the actual EIP bonus paid for fiscal 2018, except for Mr. Mehrotra, which also includes two times his target annual bonus, subject to the maximum award limit imposed by the EIP.(3)Represents a cash payment in an amount estimated to allow the Named Executive Officer to purchase 18 months of benefits similar to those received while an employee, except for Mr. Mehrotra, which represents 24 months amount, and 12 months for Mr. DeBoer, whose severance agreement doesn't provide additional benefit for change in control separation. The amount listed includes a gross-up calculation for the tax impact of the payment.(4)All outstanding unvested options are time-based equity awards and would have fully vested on August 30, 2018. Amount shown is calculated as the excess of $52.76, the closing price of our stock on August 30, 2018, over the accelerated options' exercise price.37(5)All outstanding time-based and performance-based restricted stock awards would have fully vested on August 30, 2018, except for Mr. DeBoer. Mr. DeBoer does not have a change in control separation agreement with the Company and his fiscal 2017 and 2018 performance-based restricted stock awards have a performance period of three years and two years, respectively, and two-thirds and one-half of the awards would have vested on August 30, 2018, respectively. The amount shown is calculated as the number of shares on which restrictions would lapse, multiplied by $52.76, our closing stock price on August 30, 2018.30, 2018,29, 2019 regarding shares of Common Stock that may be issued pursuant to our equity compensation plans: (a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights (b) Weighted
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights(1) (c) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans
(Excluding Securities
Reflected in Column (a)) (a) Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(1) (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity Compensation Plans Approved by Shareholders(2) 25,278,220 $ 24.79 121,852,412 (3) 22,446,389 $ 26.40 106,251,747 (3) Equity Compensation Plans Not Approved by Shareholders(4) 6,496,374 20.90 2,774,122 (5) 3,831,949 25.02 3,146,939 (5) Totals(6) 31,774,594 23.38 124,626,534 26,278,338 25.94 109,398,686 (1)Excludes restricted stock that convert to shares of Common Stock for no consideration.(2), 2007 Equity Incentive Plan (the "2007 Plan"), Employee Stock Purchase Plan (the "ESPP"), and an equity incentive plan we acquired as part of our 2010 acquisition of Numonyx B.V. (the "Numonyx Plan"). The 2004 Plan and the 2007 Plan provide for a maximum term for options and SARs of eight years, while the Numonyx Plan provides for a maximum option term of ten years. The 2004 Plan and 2007 Plan are our only plans that permit granting of awards other than stock options. The 2004 Plan and the 2007 Plan provide that awards other than stock options or SARs reduce the number of available shares under the plan by two shares for each one share covered by the award. The Numonyx Plan expired in March 2018. In addition, none of our equity plans contain provisions that are commonly known as "liberal share counting provisions" or permit the grant of discounted options or SARs.(3)The 2004 Plan and 2007 Plan permit granting options and full-value awards. If issuing full-value awards, the number of available shares is 77,426,206.(4)Includes shares issuable or available pursuant to our Nonstatutory Stock Option Plan (the "NSOP"). Options granted under the aforementioned plan have terms ranging from six to ten years. The exercise price and the vesting schedule of the options granted under this plan are determined by the administrators of the plans or our Board of Directors. Executive officers and directors do not participate in the aforementioned plans.(5)None of these shares are available to grant as full-value awards.(6)The following table contains further information as to awards outstanding and available for issuance under each of our equity plans.38Equity Plan (a)Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (b)Number of Securities Available for Issuance (Excluding Securities Reflected in Column (a))Plans Approved by Shareholders 2004 Plan 11,195,450 (1) 17,611,601 2007 Plan 14,082,295 (2) 71,240,811 Numonyx Plan 475 — ESPP — 33,000,000 Approved Plan Total 25,278,220 121,852,412 Plans Not Approved by Shareholders NSOP 6,496,374 2,774,122 Not Approved Plan Total 6,496,374 2,774,122 Grand Total 31,774,594 124,626,534 (1)Includes 6,330,039 restricted stock units and excludes 1,413,813 shares of restricted stock.(2)Includes 7,530,572 restricted stock units and excludes 36,090 shares of restricted stock.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSRelated party transactions are reviewedour only plans that permit granting of awards other than stock options. The 2004 Plan and the 2007 Plan provide that awards other than stock options or SARs reduce the number of available shares under the plan by two shares for each one share covered by the award. In addition, none of our equity plans contain provisions that are commonly known as "liberal share counting provisions" or permit the grant of discounted options or SARs.Related parties include ourExecutive officers and 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 doesdo not participate in the reviewaforementioned plan.the proposed transaction. In reviewing a proposed related party transaction, the Boardthese shares are available to grant as full-value awards. 53Directors considers all the relevant factsContentscircumstancesavailable for issuance under each of the transaction, such as (i) the natureour equity plans:Equity Plan (a)
Number of Securities To Be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights (b)
Number of Securities
Available for Issuance
(Excluding Securities
Reflected in Column (a)) 12,961,767 (1) 6,511,805 9,484,622 (2) 69,663,865 — 30,076,077 22,446,389 106,251,747 3,831,949 3,146,939 3,831,949 3,146,939 26,278,338 109,398,686 termsexcludes 1,049,980 shares of the transactions, (ii) the dollar value of the transaction, (iii) whether the terms of the transaction are at least as favorable as they would have been if a related party was not involved, (iv) the business reasons for the transaction, (v) whether the transaction would result in an improper conflict of interest, and (vi) the effects of the transaction on the ongoing relationship between us and the related party. Other than as noted below, there were no related party transactions in excess of $120,000 for fiscal 2018 and through November 19, 2018.restricted stock.We purchased various equipment and maintenance parts from Tektronix for approximately $2,670,000. Mr. Byrne serves as the President of Tektronix, a subsidiary of Fortive Corporation.BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS and executive officers, and persons who own beneficially more than 10% of our Common Stock to file reports of ownership and changes of ownership with the Securities and Exchange Commission and the Nasdaq. Copies of all filed reports are required to be furnished to us pursuant to Section 16(a) of the Exchange Act. With the exception of Messrs. SwitzMs. Wright and Sadana,Mr. Byrne, all directors, executive officers, and greater than 10% beneficial owners complied with all applicable filing requirements during the fiscal year ended August 30, 2018,29, 2019, based on the reports received or written representations from reporting persons. Messrs. SwitzMs. Wright and SadanaMr. Byrne each had one late Form 4 filingsfiling due to clerical errors by Company personnel.PROPOSAL 2 – RATIFICATION OF PRICEWATERHOUSECOOPERS LLPAugust 29, 2019.September 3, 2020. PwC has been our Independent Registered Public Accounting Firm since fiscal 1985. If the ratification of PwC's appointment is not approved by a majority of the shares voting thereon, the Audit Committee may reconsider its decision to appoint PwC as our Independent Registered Public Accounting Firm. Representatives of PwC are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.39BOARD RECOMMENDATION "FOR""FOR" the ratification of the appointment of PricewaterhouseCoopers LLP.20182019 and 20172018 were as follows: 2019 2018 2018 2017 (amounts in millions) (amounts in millions) Audit fees(1) $ 9.4 $ 8.7 $ 9.1 $ 9.4 Audit-related fees(2) 0.1 0.2 0.1 0.1 Tax fees(3) 5.6 3.4 5.0 5.6 All other fees(4) 0.1 — — 0.1 $ 15.2 $ 12.3 $ 14.2 $ 15.2 55(1)Includes fees related to the audit of our financial statements, fees for services provided in connection with statutory and regulatory filings and fees for attestation services related to our securities offerings and internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002.PRE-APPROVAL POLICY (2)Primarily reflects fees for services in connection with government grant certifications. (3)Primarily reflects fees for services in connection with tax planning, tax consulting, and tax compliance.(4)Reflects fees for services not included in the categories above, including services related to other regulatory reporting requirements.Pre-Approval Policy20182019 and 2017,2018, all audit, non-audit, tax services, and all other fees for services provided by PwC were approved by the Audit Committee in advance of services being provided.Report of the Audit Committee of the Board of DirectorsREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 2018,2019, has expressed in our Annual Report on Form 10-K its opinion as to the conformity of our consolidated financial statements with accounting principles generally accepted in the United States. The Audit Committee has discussed with PwC the matters that are required to be discussed by Statement on Auditing Standards No. 61, as amended (Publicthe standards of the Public Company Accounting Oversight Board, Professional Standards, Volume 1, AU Section 380).Board. PwC has provided to the Audit Committee the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee and PwC also discussed PwC's independence, including the non-audit services PwC provided to us as described above, and concluded that PwC was independent for fiscal 2018.402019.2018,2019, appointed PwC as our Independent Registered Public Accounting Firm for the fiscal year ending August 29, 2019,September 3, 2020, and approved and authorized PwC to carry out and perform certain specified non-audit services for us in fiscal 2019.2020. The Audit Committee
Robert L. Bailey
Patrick J. Byrne
Steven J. GomoMercedes Johnson
Mary Pat McCarthyPROPOSAL 3 – ADVISORY VOTE ON THE COMPENSATION OFOUR NAMED EXECUTIVE OFFICERS ("SAY-ON-PAY")Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensationfollowing table sets forth security beneficial ownership information of our Common Stock as of the Record Date, based on the most current information provided to us by the beneficial owners, available to us from our own records or provided in SEC filings made by the beneficial owners, for (i) persons known by us to own beneficially more than 5% of our Common Stock, (ii) each director, (iii) each Named Executive OfficersOfficer listed in the "Summary Compensation Table" set forth herein, and (iv) all directors and executive officers as described in this proxy statement. We seek your advisory votea group:Name of Beneficial Owner Number of
Shares
Owned(1) Right to
Acquire(2) Total
Beneficial
Ownership Percent of
Class(3) 87,002,518 87,002,518 7.9% 73,600,141 73,600,141 6.6% 57,930,885 57,930,885 5.2% 107,585 107,585 * 86,361 86,361 * 203,840 203,840 * 103,120 103,120 * 168,368 168,368 * 10,540 10,540 * 10,540 10,540 * 543,312 543,312 * 154,862 154,862 * 56,543 56,543 * 6,449 6,449 * 118,985 118,985 * 2,022,714 4,282 2,026,996 * askexcludes shares that you indicate your support formay be acquired through the compensationexercise of outstanding stock options.Named Executive OfficersRecord Date.disclosed in this proxy statement.to 1,380,485 shares, sole dispositive power as to 85,398,576 shares, shared voting power as to 253,884 shares, and shared dispositive power as to 1,603,942 shares. This proposal, commonly knowninformation was taken from Schedule 13G filed on February 11, 2019. Vanguard's business address is 100 Vanguard Blvd., Malvern, PA 19355.a "say-on-pay" proposal, gives our shareholdersto 63,791,888 shares and sole dispositive power as to 73,600,141 shares. This information was taken from Schedule 13G filed on February 6, 2019. BlackRock's business address is 55 East 52nd Street, New York, NY 10055.opportunity to express their views on the compensationSangeeta Mehrotra Grantor Retained Annuity Trust (Micron).At our annual meeting of shareholders held in January 2018, 93% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. See "Consideration of the Fiscal 2017 Advisory Vote on Executive Compensation" on page 16.The Board of Directors invites you to review carefully the Compensation Discussion and Analysis beginning on page 13 and the tabular and other disclosures on executive compensation beginning on page 28, and cast a vote "for" the following resolution:"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 say-on-pay vote is advisory, and therefore not binding on us, the Compensation Committee or the Board of Directors. 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 is generally no opportunity for us to revisit these decisions. However, the Board of Directors and Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the Named Executive Officers' compensation as described in this proxy statement, the Board of Directors will carefully consider the shareholders' concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.The Board of Directors recommends voting "FOR" the non-binding resolution to approve the Named Executive Officers' compensation as described in this proxy statement.41Note: We are providing this advisory vote as required pursuant to Section 14A of the Exchange Act (15 U.S.C. 78n-1). The shareholder vote will not be binding on us or the Board of Directors, and it will not be construed as overruling any decision by us or the Board of Directors, or creating or implying any change to, or additional, fiduciary duties for us or the Board of Directors.17, 2019.16, 2020. The Proxy Statement and Annual Report on Form 10-K are available at www.proxydocs.com/mu.notice.Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.2018.2019. The Annual Report on Form 10-K for fiscal 20182019 accompanies this Proxy Statement. Copies of the Annual Report on Form 10-K for fiscal 20182019 may be obtained by sending a written request to: Micron Technology, Inc., Attn.: Corporate Secretary, P.O. Box 6, MS-1-507, Boise, Idaho 83707-0006. Our Annual ReportsReport on Form 10-K also are available in the "Investor Relations" section of our website atwww.micron.comwww.micron.com.HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTSnoticeNotice regarding the Internet availability of proxy materials or one set of printed proxy materials (i.e., our 20182019 Annual Report on Form 10-K and Proxy Statement) to multiple registered shareholders sharing an address who have received prior notice of our intent to deliver only one such notice or set of materials, so long as we have not received contrary instructions from such shareholders. This practice is commonly referred to as "householding." Householding reduces the volume of duplicate information received at your household and our costs of preparing and mailing duplicate materials.noticeNotice of Internet availability or of this Proxy Statement and 20182019 Annual Report on Form 10-K and you decide you want a separate copy of this Proxy Statement and 20182019 Annual Report on Form 10-K through the date of the Annual Meeting, we will promptly deliver your separate copy if you contact us at Micron Technology, Inc., Attn.: Corporate Secretary, P.O. Box 6, MS-1-507, Boise, Idaho 83707-0006 or corporatesecretary@micron.com or (208) 368-4000. Additionally, to resume the mailing of individual copies of future annual reports, proxy statements, proxy statements combined with a prospectus, and information statements to a particular shareholder, you may contact EQ Shareholder Services, Attn.: Householding, P.O. Box 64854, St. Paul, Minnesota 55164-0854 and your request will be effective within 30 days after receipt. After the Annual Meeting, you may request householding of these documents by providing EQ Shareholder Services at the address provided directly above with a written request to eliminate multiple mailings. The written request must include names and account numbers of all shareholders consenting to householding for a given address and must be signed by those shareholders.20182019 Annual Report on Form 10-K by contacting your bank, broker, or other nominee.42 59Fiscal 2019fiscal 2020 Annual Meeting of Shareholders, including proposals for director nominees, must be received by us at our principal executive offices located at 8000 South Federal Way, Boise, Idaho 83716-9632, no later than August 8, 2019,2020, and must also be in compliance with our Restated Certificate of Incorporation and our Amended and Restated Bylaws and with applicable laws and regulations in order to be included in the Proxy Statement and form of proxy relating to that meeting. Proposals which are received after August 8, 2019,2020, will be untimely and will not be considered at the meeting.20182019 THE BOARD OF DIRECTORS 
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