CEO Satya Nadella ‘earned’ right to be chair

Microsoft CEO Satya Nadella “earned the right” to also lead the technology giant’s board of directors, the company’s former chairman, John Thompson, told CNBC on Wednesday.

Nadella was named to the additional role of chairman last month, taking the reins from Thompson, who still serves as Microsoft’s lead independent director.

“For me, I think it has more to do with the performance of the company under Satya’s leadership than anything else,” Thompson said in an interview on “TechCheck.” “That is, in my opinion, he’s earned the right to be chairman of the board here.”

Nadella has helped engineer a resurgence at Microsoft since he was named chief executive on Feb. 4 2014. The stock closed that day at $36.35 per share and has since risen more than 650%, based on where it traded Wednesday afternoon, when it also set a new intraday all-time high of $280.69.

Microsoft is now the second-most valuable company in the S&P 500 behind Apple and, in late June, closed with a market capitalization north of $2 trillion for the first time. As of Wednesday, the Redmond, Washington-based company was worth $2.1 trillion.

Nadella, who previously was the firm’s top cloud computing executive, owns more than 1.6 million shares of Microsoft, according to FactSet, making him one of the company’s largest individual shareholders. His stake was worth more than $450 million based on Wednesday’s all-time high price.

Satya Nadella, chief executive officer of Microsoft Corp., speaks during the company’s annual shareholders meeting in Bellevue, Washington, on Nov. 29, 2017.

David Ryder | Bloomberg | Getty Images

Thompson’s elevation to Microsoft chairman, in 2014, was announced the same day as Nadella’s promotion to CEO. Thompson took over the top spot on the board from the company’s billionaire co-founder, Bill Gates.

Gates left Microsoft’s board entirely in March 2020. It later became public that in 2019, the board began to investigate a report that, in 2000, Gates had attempted to start an intimate relationship with someone at the company.

Gates’ representatives did not immediately respond to CNBC’s request for comment. According to recent Wall Street Journal reporting, an unnamed spokesperson for Gates acknowledged an affair almost 20 years ago that ended “amicably.” The spokesperson told the Journal that Gates’ “decision to transition off the board was in no way related to this matter.”

In recent years, more companies have been separating the chairman and CEO roles as Wall Street pays more attention to corporate board structure as a pillar of ESG investing, which emphasizes how firms navigate environmental, social and governance issues.

Thompson, who was previously CEO of security software vendor Symantec, said that eventually he’s going to need to leave Microsoft’s board, which he joined in in 2012.

“I have a philosophy about board service, which is I don’t stay on boards until I’m 90 years old, so at some point, I will transition off. The question then becomes, who, in fact, becomes the chair?” Thompson said.

“My sense is, there are two important issues: one, the transition to chair, and as important, is the transition to the next CEO,” he said. “We’re not sure when that’s going to occur, but I sure want Satya to be around to manage that process just as I did in the last cycle.”


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