UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.

)
Filed by the Registrant ☒Filed by a party other than the Registrant ☐Check the appropriate box:☐
Preliminary Proxy Statement☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))☒
Definitive Proxy Statement☐
Definitive Additional Materials☐
Soliciting Material under §240.14a-12

Micron Technology, Inc.
(Name of Registrant as Specified in Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):☒
No fee required☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:(2) Aggregate number of securities to which transaction applies:(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amounton which the filing fee is calculated and state how it was determined):(4) Proposed maximum aggregate value of transaction:(5) Total fee paid:☐
Fee paid previously with preliminary materials.
☐
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:(4) Date Filed:Notice of Fiscal 2021 Annual Meeting of Shareholders
January 13, 2022
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Fiscal 2021 Annual Meeting of Shareholders of Micron Technology, Inc., a Delaware corporation, will be held virtually
on January 13, 2022, at 9:00 a.m., Pacific Standard Time, for the purposes listed below. As used herein, “we,” “our,” “us,” “the Company,” and similar terms
refer to Micron Technology, Inc., unless the context indicates otherwise.
1.
2.
3.
4.

To elect eight directors to serve for the ensuing year and until their successors are elected and qualified;
To approve on a non-binding basis the compensation of our Named Executive Officers;
To ratify the appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending
September 1, 2022; andTo transact such other business as may properly come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.
Only shareholders of record at the close of business on November 19, 2021 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, for the ten-day period immediately preceding the date of the meeting,upon request to corporatesecretary@micron.com, including proof of stock ownership. The list will also be available during the meeting at
www.virtualshareholdermeeting.com/MU2021.
The Securities and Exchange Commission permits proxy materials to be furnished over the Internet rather than in paper form. Accordingly, unless otherwise
requested, we are sending our shareholders a notice regarding the availability of this Proxy Statement, our Annual Report on Form 10-K for fiscal 2021, andother proxy materials via the Internet (the “Notice”). This electronic process gives you fast, convenient access to the materials, reduces the impact on theenvironment, 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 themail. The Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and Annual Report. The Noticealso 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 proxymaterials, you should follow the instructions for requesting such materials included in the Notice.
Due to the continuing public health impact of the coronavirus disease 2019 (“COVID-19”) pandemic and to support the health and well-being of ouremployees and shareholders, we are pleased to provide shareholders with the opportunity to participate in the annual meeting online via the Internet in a
virtual-only meeting format to facilitate shareholder attendance and provide a consistent experience to all shareholders regardless of location. We will
provide a live webcast of the annual meeting at www.virtualshareholdermeeting.com/MU2021, where you will also be able to submit questions and voteonline. You will not be able to attend the meeting at a physical location.
To ensure your representation at the meeting, you are urged to vote, whether or not you attend the meeting. You may vote by telephone or electronically via
the Internet. Alternatively, if you received a paper copy, you may sign, date, and return the proxy card in the postage-prepaid envelope enclosed for that
purpose. Please refer to the instructions included with the proxy card for additional details. Shareholders attending the meeting may vote using the virtual
meeting platform even if they have already submitted their proxy, and any previous votes that were submitted by the shareholder, whether by Internet,
telephone, or mail, will be superseded by the vote that such shareholder casts at the meeting.

Boise, Idaho
December 2, 2021

By Order of the Board of Directors
Joel L. Poppen
Senior Vice President, Legal Affairs, General Counsel andCorporate Secretary
YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY PROMPTLY.

TABLE OF CONTENTS
Proxy Section
Information Concerning Solicitation and Voting
Proposal 1 – Election of Directors
Certain Relationships and Related Transactions
Director Compensation
Executive Compensation and Related Information
Proposal 2 – Say-on-Pay
Compensation Discussion and Analysis
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
Audit Committee Matters
Proposal 3 – Ratification of Appointment 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

Page
1
4
21
22
25
25
27
49
50
52
54
56
56
57
57
61
62
62
64
65
65
65
66
66

Frequently Requested Information
Auditor Fees
Beneficial Ownership Table
Board Diversity Matrix
Board Leadership
CEO Pay Ratio
Compensation Consultant
Director Biographies
Director Independence
Director Skills and Experience Matrix
Director Stock Ownership Guidelines
Director Tenure
Diversity, Equality, and Inclusion
Financial Performance
Human Capital and Culture
Pay-for-Performance
Peer Group
Perks
Related Party Transactions
Sustainability

Page
62
64
13
18
57
34
6
18
5
23
12
14
27
14
33
35
50
21
15

PROXY STATEMENTFISCAL 2021 ANNUAL MEETING OF SHAREHOLDERS
January 13, 2022
9:00 a.m. Pacific Standard Time____________________________INFORMATION CONCERNING SOLICITATION AND VOTINGGeneralThis proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies on behalf of the Board of Directors ofMicron Technology, Inc. (the “Board”), for use at the Fiscal 2021 Annual Meeting of Shareholders to be held on January 13, 2022, at
9:00 a.m., Pacific Standard Time, or at any adjournment or postponement thereof (the “Annual Meeting”). The purpose of the Annual Meetingis set forth herein and in the accompanying Notice of Fiscal 2021 Annual Meeting of Shareholders. The Annual Meeting will be held via a live
webcast, and there will not be a physical meeting location. You will be able to attend the annual meeting online and to vote your shares
electronically on the virtual meeting platform by visiting www.virtualshareholdermeeting.com/MU2021 and entering the 16-digit control
number included in our Notice, on your proxy card, or in the instructions that accompanied your proxy materials. Shareholders will be able tosubmit questions during the annual meeting using the virtual meeting platform. Relevant questions submitted during the annual meeting will
be addressed after the annual meeting in the Investor Relations section of our website at www.micron.com.
We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the Annual
Meeting. If you have difficulty accessing the meeting, please call the technical support number that will be posted on the virtual Annual
Meeting login page. We will have technicians available to assist you.
This Proxy Statement and related proxy card are first being distributed on or about December 2, 2021, to all shareholders entitled to vote at
the meeting.
Shareholders can vote their shares using one of the following methods:•

Vote through the Internet at www.proxyvote.com, using the instructions included in the notice regarding the Internet availability ofproxy materials, the proxy card, or voting instruction card;•

Vote by telephone using the instructions on the proxy card or voting instruction card if you received a paper copy of the proxymaterials;•

Complete and return a written proxy or voting instruction card using the proxy card or voting instruction card if you received a paper
copy of the proxy materials; or•Attend the meeting and vote electronically on the virtual meeting platform.

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, onJanuary 12, 2022.

1

Record Date
Shareholders of record at the close of business on November 19, 2021 (the “Record Date”) are entitled to receive notice of and to vote at themeeting.

Revocability of Proxy
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by attending the Annual
Meeting and voting online or by delivering to us a written notice of revocation at Micron Technology, Inc., Attn.: Corporate Secretary, 8000
South Federal Way, Boise, Idaho 83716-9632 or corporatesecretary@micron.com or another duly executed proxy bearing a date later thanthe earlier given proxy but prior to the date of the Annual Meeting.

Solicitation
We will bear the cost of solicitation. In addition, we may reimburse brokerage firms and other persons representing beneficial owners ofshares 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., aproxy solicitation firm, in connection with the solicitation of proxies. Although the exact cost of the solicitation services is not known at thistime, it is anticipated that the fees paid by us for these services will be approximately $12,500.

Outstanding Shares
We have one class of stock outstanding, common stock, $0.10 par value per share (the “Common Stock”). As of the Record Date,
1,120,169,749 shares of Common Stock were issued and outstanding and entitled to vote.

Voting Rights and Required Vote
Under the Delaware General Corporation Law, our Restated Certificate of Incorporation, and our Amended and Restated Bylaws (“Bylaws”),
each shareholder will be entitled to one vote for each share of Common Stock held at the Record Date for all matters. The required quorum
for the transaction of business at the Annual Meeting is a majority in voting power of shares of our Common Stock issued and outstanding on
the Record Date and entitled to vote thereat, present in person or represented by proxy. Shares that are voted “FOR,” “AGAINST,” or“ABSTAIN” are treated as being present at the Annual Meeting for the purposes of establishing a quorum. Broker non-votes will also be
considered present and entitled to vote for purposes of determining the presence or absence of a quorum for the transaction of business, butsuch non-votes will not be included in the tabulation of the voting results with respect to voting results for the election of directors and othernon-routine matters.
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 other non-routine
matters unless the broker or nominee receives specific voting instructions from the beneficial owner of the shares. As a result, absent specificinstructions, brokers or nominees may not vote a beneficial owner’s shares on Proposals 1 and 2 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.
Directors will be elected if the number of votes “FOR” a particular director exceeds the number of votes “AGAINST” that same 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 ofbusiness, the “FOR” vote of the holders of a majority of the voting power of the shares of Common Stock attending online in person or
represented by proxy is required in order for such matter to be considered approved by the shareholders. For such non-routine matters,
abstentions will have the same effect as voting against such items of business, but broker non-votes will not be counted in the tabulation of
results. For routine matters, abstentions and broker non-votes will have the same effect as voting against such items of business.

2 | 2021 Proxy Statement

Voting of Proxies
The shares of Common Stock represented by all properly executed proxies received by 11:59 P.M. Eastern Standard Time, on January 12,2022 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 shares 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 toapprove the compensation of our Named Executive Officers as described in this Proxy Statement, (iii) FOR ratification of the appointment ofPricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the fiscal year ending September 1, 2022, and(iv) in the discretion of the proxy holders for such other business which may properly come before the Annual Meeting.

3

PROPOSAL 1 - ELECTION OF DIRECTORS•••All directors elected annually by a simple majority of votes cast
Independent Board Chair
Seven of eight director nominees are independent

BOARD RECOMMENDATION
Our Board of Directors is presenting eight nominees for election as directors at the Annual Meeting. Each of the nominees is currently amember of our Board and, other than Ms. Haynesworth (who joined our Board in February 2021), was elected to our Board at the Fiscal
2020 Annual Meeting of Shareholders. Each director elected at the Annual Meeting will serve until our Fiscal 2022 Annual Meeting of
Shareholders and until a successor is duly elected and qualified. Each of the nominees has consented to be named in this Proxy Statement
and to serve as a director if elected. If any nominee is unable or unwilling for good cause to stand for election or serve as a director if elected,
the persons named as proxies may vote for a substitute nominee designated by our existing Board of Directors, or our Board may choose to
reduce its size.

VOTE REQUIRED FOR APPROVAL
Each director nominee will be elected as a director if such nominee receives the affirmative vote of a majority of the votes cast with respect tohis or her election (in other words, the number of shares voted “FOR” a director must exceed the number of votes cast “AGAINST” that
director).
If a nominee who is serving as a director is not elected at the Annual Meeting by the requisite majority of votes cast, Delaware law provides
that the director would continue to serve on our Board of Directors as a holdover director. However, under our Bylaws, any incumbent director
who fails to be elected must offer to tender his or her resignation to our Board. The Governance and Sustainability Committee will then makea 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 certified. Any director who offers to tender his or her resignation will not participate in the Board’s or theGovernance and Sustainability Committee’s decision.

4 | 2021 Proxy Statement

SUMMARY OF SKILLS AND EXPERIENCE OF DIRECTOR NOMINEESThe following table highlights the specific skills, experience, qualifications and attributes that each of the director nominees brings to theBoard. A particular director nominee may possess other skills, experience, qualifications or attributes even though they are not indicatedbelow.

Skills and Experience
Independence
Multinational experience
Executive leadership (public
or private)
Research and development
Technology industry
Corporate strategy
Corporate development
Corporate governanceOperations
Marketing
Cybersecurity
Other public board service
Finance
Auditing / accounting

Richard M.
Beyer

Lynn A. Dugle

Steven J.
Gomo

LinnieHaynesworth

Mary Pat
McCarthy

SanjayMehrotraRobert E.
Switz

MaryAnn
Wright

•
•

•
•

•
•

•
•

•
•

•

•
•

•
•

•
•
•
•

•
•
•
•

•

•
•
•
•

•

•
•

•

•
•
•
•
•
•
•

•
•
•
•
•
•
•

•
•
•
•
•
•
•

•
•

•
•

•
•

•
•

•
•
•

•
•
•
•

•
•
•

•

•
•
•

•
•

•
•
•

5

Nominees For Election

Board of Directors

Richard M.
Beyer

Professional Experience- Chairman and Chief Executive Officer of Freescale Semiconductor, Inc. from 2008 through June 2012;
director from 2008 to 2013.

Independent- Prior to Freescale, Mr. Beyer was President, Chief Executive Officer and a director of Intersil Corporationfrom 2002 to 2008.

- Mr. Beyer previously served in executive management roles at FVC.com, VLSI Technology, and National

Semiconductor Corporation, and served three years as an officer in the United States Marine Corps.
- Within the past five years, Mr. Beyer served on the Board of Directors of Dialog
Semiconductor, Microsemi Corporation, and Analog Devices, Inc.
Other Current Public Company Directorships- NoneBoard 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 amember of our Board of Directors.
Age 73 | Director Since 2013 | Committees Compensation (Chair), Governance and Sustainability, Security

Lynn A.
Dugle

Professional Experience- Chairman, Chief Executive Officer, and President of Engility Holdings Inc., an NYSE-listed engineering
services firm, from 2016 to 2019.

Independent- Prior to Engility, Ms. Dugle was Vice President, President of Intelligence and Information Systems ofRaytheon Company from 2009 to 2015.

- Within the past five years, Ms. Dugle served on the Board of Directors of State Street Corporation.
Other Current Public Company Directorships- First Light Acquisition Group, Inc. (advisor partner)- TE Connectivity Ltd.
- KBR, Inc.
Board Skills, Qualifications, and Expertise
Ms. Dugle’s experience as chairman and chief executive officer of a public engineering services firm andsenior officer of a leading public technology company provides our Board expertise in information, technology,
cybersecurity, corporate strategy, operations, and research and development, all of which are critical toachieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify
Ms. Dugle to serve as a member of our Board of Directors.

Age 62 | Director Since 2020 | Committees Audit, Security (Chair)

6 | 2021 Proxy Statement

Board of Directors

Steven J.
Gomo
Independent

Professional Experience- Executive Vice President, Finance and Chief Financial Officer from October 2004 until his retirement in
December 2011, and Senior Vice President, Finance and Chief Financial Officer from August 2002 to
September 2004 at NetApp, Inc., a storage and data management company.
Other Current Public Company Directorships- Nutanix, Inc.
- Enphase Energy, Inc.
Board Skills, Qualifications, and Expertise
Mr. Gomo’s experience as the chief financial officer of a public technology company provides our Board
expertise in the technology industry, particularly in the areas of finance, accounting, treasury, investor
relations, and securities, which contribute valuable insights and perspectives to our business and operations.
We believe these experiences, qualifications, attributes, and skills qualify Mr. Gomo to serve as a member of
our Board of Directors.
Age 69 | Director Since 2018 | Committees Audit (Chair), Finance

LinnieHaynesworth
Independent

Professional Experience- Sector Vice President, Cyber and Intelligence Mission Solutions Division from January 2016 to
2019, and Sector Vice President and General Manager from December 2013 to 2019 at Northrop
Grumman, a defense and space company.
Other Current Public Company Directorships- Truist Financial Corporation- Automatic Data Processing, Inc.
Board Skills, Qualifications, and Expertise
Ms. Haynesworth’s experience as the sector vice president and general manager of a public defense
and space company provides our Board expertise in technology integration, cybersecurity, enterprisestrategy, risk management, and large complex system development, delivery, and deployment, andcontributes valuable insights and perspectives to our business and operations. We believe theseexperiences, qualifications, attributes, and skills qualify Ms. Haynesworth to serve as a member of our
Board of Directors.
Age 64 | Director Since 2021 | Committees Governance and Sustainability, Security

7

Board of Directors

Mary Pat
McCarthy
Independent

Professional Experience- Vice Chair of KPMG LLP, the U.S. member firm of the global audit, tax, and advisory services firm, from
July 1998 until her retirement in December 2011. Ms. McCarthy joined KMPG in 1977, became a partner
in 1987, and held numerous senior leadership positions with the firm during her tenure.

- Within the past five years, Ms. McCarthy served on the Board of Directors of Andeavor Corporation and

Mutual of Omaha.
Other Current Public Company Directorships- Palo Alto Networks, Inc.
Board Skills, Qualifications, and Expertise
Ms. McCarthy’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, andcontributes 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.
Age 66 | Director Since 2018 | Committees Audit, Finance (Chair)

SanjayMehrotraChief Executive
Officer

Professional Experience- 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 on the Board of Directors of Cavium, Inc. and Western

Digital Corp.
Other Current Public Company Directorships- CDW Corporation
Board Skills, Qualifications, and Expertise

Mr. Mehrotra has 41 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 andtechnological 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 ourstrategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Mr. Mehrotra toserve as a member of our Board of Directors.
Age 63 | Director Since 2017 | Committee Finance

8 | 2021 Proxy Statement

Board of Directors

Robert E.
Switz
Independent,
Chair of the
Board

Professional Experience- President and Chief Executive Officer of ADC Telecommunications, Inc., a supplier of network
infrastructure products and services, from August 2003 until December 2010 and Chairman from 2008
until December 2010, when Tyco Electronics Ltd. acquired ADC. Mr. Switz joined ADC in 1994 andthroughout his career there held numerous leadership positions.

- Within the past five years, Mr. Switz served on the Board of Directors of Gigamon, Inc.
Other Current Public Company Directorships- Marvell Technology Group Ltd.
- FireEye, Inc.
Board Skills, Qualifications, and Expertise
Appointed Chair of Micron’s Board of Directors in 2012, Mr. Switz’s experience as Chief Executive Officer andChairman of a leading technology company and history and leadership on Micron’s Board provide the Board
expertise in the technology industry as well as international business operations, finance, corporate
development, corporate governance, and management, all of which are critical to achieving our strategic
objectives. We believe these experiences, qualifications, attributes, and skills qualify Mr. Switz to serve as amember of our Board of Directors.
Age 75 | Director Since 2006 | Committees Compensation, Governance and Sustainability

9Board of Directors

MaryAnn
WrightIndependent

Professional Experience- 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 served in the Office of the Chair and was EVP Engineering, Sales andProgram Management at Collins & Aikman from 2006 to 2007.

- Prior to that, Ms. Wright held several executive positions at Ford Motor Company, including Chief

Engineer, from 2003 to 2005, and Director of Sustainable Mobility Technologies and Hybrid and Fuel Cell
Vehicle Programs from 2004 to 2005.

- Within the past five years, Ms. Wright served on the Board of Directors of Maxim Integrated Products, Inc.

and Delphi Technologies.
Other Current Public Company Directorships- Group 1 Automotive, Inc.
- Brunswick Corporation
Board Skills, Qualifications, and Expertise
Ms. Wright’s extensive experience in, and knowledge of, the automotive industry (OEM and Tier 1 supplier),
public board experience and her expertise in vehicle, advance powertrain, and energy storage systemtechnologies, 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 ourstrategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Ms. Wright toserve as a member of our Board of Directors.
Age 59 | Director Since 2019 | Committees Compensation, Governance and Sustainability (Chair)
There are no family relationships between any of our directors or executive officers.
The Board of Directors recommends voting “FOR” approval of the nominees listed above.

10 | 2021 Proxy Statement

Director Nominations and Board Refreshment and Diversity
Nomination Process
The Governance and Sustainability Committee regularly reviews the appropriate size and composition of the Board, including by anticipating
vacancies and required expertise for the effective oversight of the Company. In evaluating the existing Board and any desired characteristics
of potential nominees, the Governance and Sustainability Committee considers the knowledge, experience, integrity, and judgment of thecandidates, their contribution to the diversity of backgrounds, experience and skills on the Board, and their ability to devote sufficient timeand 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 of significant assistance to us and ouroperations; familiarity with accounting rules and practices; and “independence” as defined and required by the Listing Rules of the Nasdaq
Stock Market LLC (“Nasdaq”) and relevant rules and regulations of the Securities and Exchange Commission (“SEC”). The Governance andSustainability Committee then recommends the best candidates to the Board.
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 abalance 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 tobe 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 theshareholder as they appear on our books or other proof of share ownership; the number of shares of our Common Stock beneficially ownedby the shareholder as of the date the shareholder gives written notice; a description of all arrangements or understandings between theshareholder and the director candidate and any other person(s) pursuant to which the recommendation or nomination is to be made by theshareholder; the name, age, business address, and residence address of the 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 ofshares 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 insolicitations for proxies for the election of directors pursuant to our Bylaws and the applicable rules of the SEC.
The Governance and Sustainability Committee may require additional information as it deems reasonably required to determine the eligibilityof 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 ofshareholders. 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 the11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
Our Bylaws permit up to 20 shareholders owning continuously for at least three years shares representing in the aggregate at least 3% of thetotal voting power of the Company’s outstanding common stock 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”), meeting specified eligibility requirements is generally permitted to nominate the greater of (i) two director nominees or (ii) 20%of the number of directors on our Board. Use of the proxy access process to submit shareholder nominees is subject to additional eligibility,
procedural, and disclosure requirements set forth in Article II, Section 11 of our Bylaws. A copy of our Bylaws can be found on the Corporate
Governance page of our website at www.micron.com and is available in print without charge upon request to
corporatesecretary@micron.com.
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 tomaking 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 Article II, Section 11 of our Bylaws.
Board Refreshment and Diversity
The Board believes that periodic Board refreshment can provide new experiences and fresh perspectives to our Board and is most effective if
it is sufficiently balanced to maintain continuity among Board members that will allow for the sharing of historical perspectives andexperiences relevant to the Company. Our Board seeks to achieve this balance through its director succession planning process, as well as
in response to the annual Board and individual director assessment process discussed below.
In February 2021, our Board appointed Ms. Linnie Haynesworth as a director. Ms. Haynesworth brings valuable insights and experience to
our Board, including extensive experience in and knowledge of technology integration, cybersecurity, enterprise strategy, risk management,
and large complex system development, delivery, and deployment. With the appointments of Ms. Haynesworth in 2021, Ms. Dugle in 2020,
Ms. Wright in 2019, and Ms. McCarthy and Mr. Gomo in 2018, our Board refreshed its composition while maintaining institutional knowledge
with directors of varying lengths of tenure.

12 | 2021 Proxy Statement

The Governance and Sustainability Committee is committed to continuing to identify and recruit highly qualified director candidates withdiverse experiences, perspectives, and backgrounds to join our Board. The table below provides certain information regarding thecomposition of our Board. Each of the categories listed in the below table has the meaning as it is used in Nasdaq Rule 5605(f) and related
instructions.
Board Diversity Matrix (as of September 2, 2021)
Total Number of Directors

Part I: Gender Identity
Directors
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific IslanderWhite
Two or More Races or Ethnicities
LGBTQ+
Did Not Disclose Demographic Background8
FemaleMale

Non-Binary

Did Not
Disclose
Gender

4

4

-

-

1
3
-

1
3
-

-

-

-

In addition, one of our directors is a veteran of the U.S. military.

The Board’s Role and Responsibilities
Shareholder Engagement
We are committed to engaging with our shareholders and soliciting their views and input on important matters, including performance,
executive compensation, governance, and environmental, social, and human capital management.
•

Our directors periodically engage directly with our shareholders by participating in shareholder outreach.

•

Members of our management team, together with our investor relations, sustainability and legal teams, maintain an active dialogue
with shareholders throughout the year to obtain their input on key matters, and keep our management and Board informed about theissues that matter most to our shareholders.

•

The Compensation Committee and Governance and Sustainability 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.

In fiscal 2021, our discussions with investors covered a variety of topics, including our response to COVID-19, environmental and social
topics including diversity issues and our efforts to support social justice as well as our environmental goals, enhanced disclosures in our 2021
Sustainability Report that included investor-oriented

13

Sustainability Accounting Standards Board disclosures, Board composition and refreshment efforts (including the recent additions to our
Board), and executive compensation.

Human Capital and Culture
We believe our people are our most important resource and a critical driver of our competitive advantage. We also believe that our best
innovation springs from our team members’ diverse experiences, perspectives, and backgrounds. Our Board considers the creation andmaintenance 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 thecompetencies, 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 periodicallyreviews our programs and processes to ensure continual improvement. In addition to this proactive approach to improving our Company, theBoard encouraged the Company to commit resources to the well-being of our communities across the globe. In fiscal 2021, we committed apercentage of our cash investments, about $280 million, to be managed by financial institutions owned by underrepresented groups — a goal
we exceeded this year. These investments will have a multiplying effect on the economies of underrepresented communities. We also
awarded each of Micron’s ten employee resource groups (“ERGs”) $50,000 to distribute to charities. These awards empowered our ERGs todirect resources and investments to further uplift the communities where team members live and work, and they distributed $500,000 across
19 nonprofits.
Diversity
Our Board believes a diverse workforce is a competitive advantage and that diverse teams drive more innovation, delivering value to ourcustomers and increased returns to shareholders. We believe diverse teams expand creativity and problem-solving, lead to better decisionmaking, and enhance team member engagement and retention. Encouraged by our Board, we actively pursue a diverse talent pool using
advanced technologies and inclusive hiring practices, and we partner with universities around the world to help us grow a workforce thatreflects our customers and our communities.
Equality
We believe our vision to enrich life for all includes how we compensate our employees. We analyze our global compensation and benefits toensure opportunities for all employees because our People value makes it essential we pay everyone fairly. In fiscal 2021, we achieved
comprehensive global pay equity for all employees in total compensation across base, bonuses, and stock rewards. We have a regularreview cadence for pay globally—including base pay and stock awards. If we find gaps during the review, we fix them. We work with a thirdparty and use dynamic technology to help us analyze and understand our pay variances and adjust when needed. Historically, our pay equity
study has focused on gender globally. We have expanded our study to focus on all underrepresented groups: women and people withdisabilities globally and veterans, Blacks, and Hispanics in the United States. We are committed to pay equity for all.
We have introduced training on inclusion allyship, inviting our global employees to learn from various underrepresented groups about thechallenges and injustices they face as a result of their differences. These trainings help our employees and leaders understand, recognize,
and overcome the unconscious biases we all have. We have also added an inclusion advocate in talent review meetings. The inclusion
advocate listens carefully for unconscious bias, calls any to the attention of the team, and challenges unfair assumptions to ensure decisions
regarding promotions, rotation assignments, access to training and other advancement opportunities are determined fairly.
We also provide grants to minority-owned businesses to help underrepresented businesses have equitable opportunities, which also createsa multiplying effect on the economies of those communities.

14 | 2021 Proxy Statement

Inclusion
We believe that creating an inclusive culture at Micron helps us unleash the human potential of our team members, so everyone feels seen,
heard, valued, and respected. These values help us create an environment where team members know they can bring their whole selves towork developing the next solution for data storage, health care technology, self-driving cars, or whatever our applications need to do to drive
technology forward. In fiscal 2021, we set a goal of having all team members complete inclusion ally training, led by our various ERGs.
Almost all our team members — 99.9% — completed the course, and thousands completed more than one course because they understandthe importance of active allyship.
Please see our Diversity, Equality & Inclusion Report 2020, available at micron.com/DEI, for more information about how we are ensuring
diversity, equality, and inclusion are part of our Company’s global DNA, expanding to a global focus, especially in Asia. Our Diversity, Equality& Inclusion Report 2020 and the information at or accessible through our website, are not part of or incorporated by reference into this Proxy
Statement.

Sustainability
Our commitment to understanding and addressing environmental, social, and governance (“ESG”) issues along our value chain and in ourcommunities is a critical part of our culture and our vision to transform how the world uses information to enrich life for all. Our Board
considers ESG issues to be an integral part of its business oversight and our corporate strategy, and has encouraged a proactive approach
toward mitigating our impact on the environment, supporting our team members and the communities in which they live, respecting humanrights, driving transparency and accountability in our supply chain, and developing innovative products that support a sustainable future. We
have developed and are executing on a sustainability strategy in response to these issues that leverages our leading products, responsible
sourcing and operations, and engaged team members.
The Board, supported by the Governance and Sustainability Committee and other Board committees as needed, oversees and monitors thedevelopment and integration of this strategy, and regularly reviews sustainability performance. Board oversight includes, but is not limited to,material ESG trends and related long and short-term impacts of the Company’s operations, supply chains, and products, as well as theCompany’s activities and annual public reporting on these topics directed by the Company’s Sustainability Council, sustainability staff, andvarious teams implementing the Company’s sustainability efforts.
The Governance and Sustainability Committee reviews and discusses ESG issues at each regularly-scheduled committee meeting.
Discussions and reports to the Committee include information about significant ESG issues, such as observations from consultations withteam members, customers, investors, and other stakeholders about their interests and expectations for us; our social and environmental
impacts and benefits; and the impacts of these issues on our business. Over the past year, the Governance and Sustainability Committee
reviewed the implementation of our first-ever long-term environmental goals and aspirations. We expect to allocate about $1 billion of capital
expenditures to support these goals, though we cannot guarantee that our environmental goals and aspirations set forth below will be
realized. These goals and initiatives have been developed based in part on feedback from investors, customers, and current and prospective
team members, and are a critical component of our management of evolving physical, regulatory, market, supply chain, and other risks andopportunities related to climate change, water availability, and other ESG issues.

15

Our Environmental Goals and Aspirations
Emissions:
Energy:Water:
Waste:

Goals
75% reduction in greenhouse gas emissions per unit incalendar year 2030 vs. calendar year 2018
100% renewable energy in U.S. operations incalendar year 2025
75% water reuse, recycling, or restoration in calendar
year 2030
95% reuse, recycle, and recovery and zero hazardous
waste to landfill in calendar year 2030*

Aspirations
Carbon neutral
100% renewable energy worldwide, where available
100% water reuse, recycling, or restoration
100% reuse, recycle, and recovery and zero waste tolandfill* Subject to alternate disposal vendor availability
In fiscal 2021, the Board also reviewed:•

our annual sustainability report content and processes, which in fiscal 2021 included indexes and information aligning with the
Sustainability Accounting Standards Board (“SASB”) semiconductor industry standard and Taskforce on Climate-related Financial
Disclosures (“TCFD”), supporting investor requests to align with the SASB standard and TCFD recommendations;•

our responsible sourcing and human rights efforts, including our conflict minerals report outlining our response to human rights andother concerns related to mineral sourcing as well as our annual modern slavery and human trafficking statement;•

our human capital initiatives, including our talent acquisition, retention, and development policies and practices; and•findings from team member, customer, investor and other stakeholder engagement exercises.

We strive to make a positive impact on our team members, the communities in which we operate, and the planet, as well as our customers’sustainability performance. We plan to continue regular consultation with stakeholders regarding environmental and social issues and reportannually on our progress in these efforts. Our 2021 Sustainability Report, available at micron.com/sustainability, includes more details about
the ways we are committed to sustainable practices and supporting our global community. Our Sustainability Report, and the information ator accessible through our website, are not part of or incorporated by reference into this Proxy Statement.

Risk Assessment and Mitigation
We operate in a dynamic economic, social, and political landscape, making structured and conscientious risk management more important
than ever. Our Board reviews and oversees our Enterprise Risk Management (“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 ourcapability to address future events that create uncertainty and respond in an efficient and effective manner. It also facilitates prompt action to
mitigate identified risks and embeds risk management into our culture.
The Board has delegated primary oversight of our ERM process to the Audit Committee, which conducts reviews of our risk assessment andERM policies as described below, including overseeing the management of risks related to financial reporting and compliance. Other Board
committees provide additional insights into our ERM program in the areas of their core competencies, and report to the Board regularly on
matters relating to the following specific areas of risk the committees oversee:•

The Compensation Committee oversees management of risks relating to our compensation plans and programs.

16 | 2021 Proxy Statement

•

The Finance Committee oversees the Company’s strategies for management of significant financial risks.

•

The Governance and Sustainability Committee oversees risks associated with the Board of Directors’ governance, director
independence, and the Company’s human capital programs and sustainability initiatives.

•

The Security Committee oversees risks associated with physical security and cybersecurity.

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 Committee plays a key rolein this process, and the full Board conducts periodic reviews.
•

As an initial step, our Risk Advisory Services representative meets periodically with business unit and functional area heads toidentify significant financial and nonfinancial risk exposures and to develop risk mitigation measures and contingency plans.

•

After we collect data from stakeholders throughout the Company, our Risk Advisory Services representative summarizes the resultsof these meetings and creates a consolidated risk profile.

•

Our Risk Advisory Services representative then reviews this risk profile with our senior management, seeking input and agreementon mitigation and response strategies. This process is iterative, and repeats as significant risks are added to, or are removed from,the ERM program.

•

Our Risk Advisory Services representative attends quarterly Audit Committee meetings, where the Audit Committee reviews our risk
profile and mitigation and response strategies, as well as our progress toward mitigating identified risks. This process repeats for thefull Board periodically.

•

After incorporating input from the Audit Committee and/or the full Board, Risk Advisory Services designs our internal audit strategies
and plans to minimize the impact of relevant risks.

Compensation Risks
The Compensation Committee reviews our compensation programs annually and has concluded that our compensation policies andpractices are not reasonably likely to create situations that would have a material adverse effect on us. In making this assessment, theCompensation Committee reviewed our compensation programs to determine if the programs’ provisions and operations create undesired orunintentional risk of a material nature. The Compensation Committee also reviewed the results of our findings with our outside compensation
consultant. This risk assessment process included a review of program policies and practices; program analysis to identify risk and riskcontrol related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward,
and risk-control. Although the Compensation Committee reviewed all compensation programs, the Committee focused on the programs withvariability of payout, with the ability of a participant to directly affect payout, and the controls on participant action and payout. In most cases,
our compensation policies and practices are centrally designed and administered and are substantially the same across the Company.
Certain internal groups have different or supplemental compensation programs tailored to their specific operations and goals, and programs
may differ by country due to variations in local laws and customs.

17

Board Processes and Policies
Code of Business Conduct and Ethics
Acting ethically is a critical part of our culture and our vision to transform how the world uses information to enrich life for all. The Board has
adopted a Code of Business Conduct and Ethics that is applicable to all our directors, officers, and team members. The Code of BusinessConduct and Ethics sets out our expectations regarding the treatment of our team members, customers, and the communities in which we
operate, as well as our commitment to high product quality, ethical and legal sourcing of our materials, and acting with integrity for ourinvestors. A copy of our 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 theamendment or waiver as required by applicable rules and regulations of the SEC and the Listing Rules of Nasdaq.
Board Self-Evaluation
The Governance and Sustainability Committee oversees the Board’s ongoing and annual assessments of its effectiveness, including theeffectiveness of its committees and directors. All directors complete an evaluation form for the Board and for each committee on which they
serve. These forms include ratings for certain key metrics, as well as the opportunity for written comments. The comments provide key
insights into the areas directors believe the Board can improve or in which its performance is strong. Evaluation topics include number andlength 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.
Director Skills Evaluation
The Governance and Sustainability Committee oversees the Board’s ongoing and annual assessments of the Board’s composition and theskills each director possesses. The Governance and Sustainability Committee has identified and continually refines a list of skills, attributes,
and experiences that it believes will result in an effective, dynamic, and diverse Board. The Governance and Sustainability Committee thenreviews each director on a matrix in an effort to identify needed skills, experiences, or perspectives. The Governance and Sustainability
Committee uses the insights this matrix provides to recommend committee assignments and inform searches for new director candidates oropportunities to refresh Board composition.

Board Structure
Director Independence
The Board has determined that directors Beyer, Dugle, Gomo, Haynesworth, McCarthy, Switz, and Wright qualify as independent directors.
In determining the independence of our directors, the Board 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 Leadership Structure
Mr. Switz has served as our independent Chair of the Board since February 2012. We do not have a fixed policy on whether the roles of
Chair of the Board and Chief Executive Officer should be separate or combined. The Board’s decision is based on our and our shareholders’best interests under the circumstances existing at the time. In his role as Chair, Mr. Switz oversees meetings of the independent directors
and acts as a liaison between the independent directors and Chief Executive Officer.

18 | 2021 Proxy Statement

Board Meetings and Committees
Our Board held ten formal meetings during fiscal 2021. The Board met in Executive Session (meetings in which only non-employee directors
are present) four times during fiscal 2021. In fiscal 2021, the Board had a standing Audit Committee, Compensation Committee, FinanceCommittee, Governance and Sustainability Committee, and Security Committee (established in June 2021). During fiscal 2021, the Audit
Committee met eight times, the Compensation Committee met five times, the Finance Committee met four times, the Governance andSustainability Committee met four times, and the Security Committee met one time. In addition to formal committee meetings, the chair ofeach 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 during fiscal 2021. All incumbent directors who
served on the Audit, Compensation, Finance, Governance and Sustainability, and Security Committees attended 75% or more of the total
number of applicable committee meetings during fiscal 2021. We encourage director attendance at the Annual Meeting of Shareholders, andall then-incumbent members of our Board were present at the Fiscal 2020 Annual Meeting of Shareholders.
The Audit, Compensation, Finance, Governance and Sustainability, and Security Committees each have written charters that comply with
SEC and Nasdaq rules relating to corporate governance matters. Copies of the committee charters as well as our Corporate Governance
Guidelines are available at www.micron.com and are also available in print upon request to corporatesecretary@micron.com. The Board has
determined that all the members of the Audit, Compensation, Governance and Sustainability, and Security Committees satisfy the
independence requirements of applicable SEC laws and the Listing Rules of Nasdaq for such committees.
Audit Committee
Mses. McCarthy and Dugle and Mr. Gomo currently serve on the Audit Committee. During fiscal 2021, Mses. McCarthy and Dugle andMessrs. Bailey and Gomo served on the Audit Committee (Mr. Bailey served until his resignation from the Board in January 2021). Mr. Gomo
has served as the Chair of the Audit Committee since January 2019. The Board 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 is sufficiently
proficient in reading and understanding our financial statements to serve on the Audit Committee. The purpose of the Audit Committee is toassist the Board in overseeing and monitoring:•the integrity of our financial statements;•

the adequacy of our internal controls and procedures;•the performance of our internal audit function;•

the performance of our Independent Registered Public Accounting Firm;•

the qualifications and independence of our Independent Registered Public Accounting Firm; and•our compliance with legal and regulatory requirements.

The Audit Committee is also responsible for preparing the Audit Committee report that is included in our annual Proxy Statement. See “Audit
Committee Matters – 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 at www.micron.com and is also available in print upon request to
corporatesecretary@micron.com.
Compensation Committee
Ms. Wright and Messrs. Beyer and Switz currently serve on the Compensation Committee. During fiscal 2021, Ms. Wright and Messrs. Beyer
and Switz served on the Compensation Committee. Mr. Beyer has served as the Chair of the Compensation Committee since April 2021.
Previously, Mr. Switz had served as the Chair of the Compensation Committee since January 2019. The Board has determined that all
Compensation Committee members qualify as “non-employee directors” as defined under Rule 16b-3, promulgated under Section 16 of the19Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee is responsible for reviewing andapproving the compensation of our executive officers. See “Executive Compensation and Related Information – Compensation Discussion
and Analysis” and “– 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.
Finance Committee
Ms. McCarthy and Messrs. Gomo and Mehrotra currently serve on the Finance Committee. During fiscal 2021, Mses. Dugle and McCarthy,
and Messrs. Bailey, Gomo, and Mehrotra served on the Finance Committee (Mr. Bailey served until his resignation from the Board in January
2021, and Ms. Dugle served until June 2021 when she became Chair of the Security Committee). Mr. Mehrotra joined the FinanceCommittee when he became our President and CEO in May 2017. Ms. McCarthy has served as the Chair of the Finance Committee since
January 2019. The Finance Committee represents and assists the Board in discharging its responsibilities with respect to oversight of our
financial policies, financial strategies, capital structure, debt and equity offerings, capital return program, cash management and investments,
risk management related to hedge and derivative instruments, and insurance. The complete duties of the Finance Committee are set forth in
its written charter, which is available at www.micron.com and is also available in print upon request to corporatesecretary@micron.com.
Governance and Sustainability Committee
Mses. Haynesworth and Wright and Messrs. Beyer and Switz currently serve on the Governance and Sustainability Committee. During fiscal
2021, Mses. Haynesworth and Wright and Messrs. Beyer and Switz served on the Governance and Sustainability Committee, with Ms.
Haynesworth joining the Committee in April 2021. Ms. Wright has served as Chair of the Governance and Sustainability Committee sinceApril 2021. Previously, Mr. Beyer had served as Chair of the Governance and Sustainability Committee since July 2018. The responsibilitiesof the Governance and Sustainability Committee include assisting the Board in discharging its duties with respect to the following:•

the identification and selection of nominees to our Board;•

director compensation;•

oversight and monitoring of the development and integration of material social and environmental strategies;•

oversight and monitoring of our human capital management efforts, including culture, talent development and retention, and diversity,
equality, and inclusion programs and initiatives;•the development of our Corporate Governance Guidelines; and•evaluation of the Board and management.

The complete duties and responsibilities of the Governance and Sustainability Committee are set forth in its written charter, which is availableat www.micron.com and is also available in print upon request to corporatesecretary@micron.com.
Security Committee
Mses. Dugle and Haynesworth and Mr. Beyer currently serve on the Security Committee, which was established in June 2021. During fiscal
2021, Mses. Dugle and Haynesworth and Mr. Beyer served on the Security Committee. Ms. Dugle has served as Chair of the Security
Committee since June 2021. The responsibilities of the Security Committee include assisting the Board in discharging its duties with respect
to oversight of the following:

20 | 2021 Proxy Statement•physical security of our facilities and employees as well as enterprise cybersecurity and data protection risks associated with our
security-related infrastructure and related operations including outside partners;•

cyber crisis preparedness and security breach and incident response plans;•compliance with applicable information security and data protection laws and industry standards;•

our physical and cybersecurity strategy, crisis or incident management, and security-related information technology planning
processes; and•public disclosure relating to security of our employees, facilities, and information technology systems, including privacy, network
security, and data security.

The complete duties and responsibilities of the Security Committee are set forth in its written charter, which is available at www.micron.com
and is also available in print upon request to corporatesecretary@micron.com.
Executive Sessions and Communications with the Board of Directors
Mr. Switz has been the independent Chair of our Board since February 2012. As part of his duties as Chair, Mr. Switz chairs Executive
Session meetings of our Board. Shareholders and interested parties wishing to communicate with our Board may contact Mr. Switz atchair@micron.com.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related party transactions are reviewed by our Board in accordance with our related party transaction policy. Related parties include ourdirectors and officers, their family members and affiliates, and certain beneficial owners. In cases where the related party is a director or anaffiliate of a director, that director does not participate in the review of the proposed transaction. In reviewing a proposed related party
transaction, the Board considers all the relevant facts and circumstances of the transaction, such as (i) the nature and terms of thetransaction, (ii) the dollar value of the transaction, (iii) whether the terms of the transaction are at least as favorable as they would have been
if a related party was not involved, (iv) the business reasons for the transaction, (v) whether the transaction would result in an improper
conflict of interest, and (vi) the effects of the transaction on the ongoing relationship between us and the related party. There were no actualor proposed related party transactions in excess of $120,000 for fiscal 2021 and through November 19, 2021.

21

DIRECTOR COMPENSATIONThe Governance and Sustainability Committee oversees the setting of compensation for our non-employee members of the Board. 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 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 toevaluate officer compensation. For a discussion concerning the companies that comprised our Compensation Peer Group, please see“Executive Compensation and Related Information – Compensation Discussion and Analysis” below. Upon completion of its review andevaluation, the Governance and Sustainability Committee did not recommend any changes to the Board in director compensation for fiscal
2022 except compensation for the newly-added position of Security Committee Chair.

Elements of Director Compensation
Annual Retainer and Committee Chair Remuneration
Non-employee directors were entitled to receive an annual retainer of $125,000 in fiscal 2021. Pursuant to our 2008 Director’s Compensation
Plan (the “DCP”), which operates as a sub-plan of the Amended and Restated 2007 Equity Incentive Plan (the “2007 Plan”), non-employee
directors may elect to take some or all of their annual retainer in the form of cash, shares of Common Stock, or deferred rights to receive
Common Stock upon termination as a director. Employee directors receive no additional or special remuneration for their service as directors.
The amounts earned by the non-employee directors in respect of their service during fiscal 2021 are set forth below under “Fiscal 2021
Director Compensation.”Set forth below are the amounts directors are entitled to receive for their service as committee chair or Chair of the Board of Directors forfiscal 2021 and 2022:
2022
2021
Audit Committee Chair
Compensation Committee Chair
Finance Committee Chair
Governance and Sustainability Committee Chair
Security Committee Chair
Chair of the Board of Directors$

35,000 $30,00020,00020,00020,000150,000

35,00030,00020,00020,000—150,000

Except for the foregoing, directors do not receive any additional or special cash remuneration for their service on any of the committees
established by the Board. We reimburse directors for travel and lodging expenses, if any, incurred in connection with attendance at Board of
Directors’ meetings.
Equity Award
Non-employee directors receive an equity award each fiscal year. Since fiscal 2007, the equity award has been exclusively in the form of
restricted stock. The “targeted value” for the annual non-employee director equity award is established each year by the Board following
discussions with our compensation consultant and has been set at $250,000 since fiscal 2015. The number of restricted shares awarded toeach 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 2021 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 suchshares in the event a director reaches the mandatory retirement age, if any, or retires from the Board during the Vesting Period having
achieved a minimum of three years of service with the Board prior to the effective date of their retirement, or upon a director’s death or
disability.

22 | 2021 Proxy Statement

Fiscal 2021 Director Compensation
The following table details the total compensation earned by our non-employee directors in fiscal 2021.
Fees Earned or
NamePaid in Cash(1)Stock Awards(2)Robert L. Bailey(3)Richard M. Beyer
Lynn A. Dugle
Steven Gomo
Linnie Haynesworth(4)Mary Pat McCarthy
Robert E. Switz
MaryAnn Wright$

46,528 $148,388
127,458
160,000
67,708145,000
294,835
131,776

249,987 $249,987
249,987
249,987
137,384
249,987
249,987
249,987

Total
296,515
398,375
377,445409,987
205,092
394,987
544,822381,763(1) Amounts for Mr. Bailey represent fees earned up to his resignation on January 14, 2021. Amounts for Ms. Haynesworth represent fees
earned from February 15, 2021, the date she joined the Board, to September 2, 2021.
(2) On October 16, 2020, each of Messrs. Bailey, Beyer, Gomo, and Switz, and Mses. Dugle, McCarthy, and Wright was granted 4,813
shares of restricted stock with a grant date fair value of $249,987 ($51.94 per share). On February 15, 2021, Ms. Haynesworth was
granted 1,561 shares of restricted stock with a grant date fair value of $137,384 ($88.01 per share). For information on the restrictions
associated with these awards, see “Elements of Director Compensation – Equity Award” above.
(3) Mr. Bailey terminated Board service on January 14, 2021.
(4) Ms. Haynesworth joined the Board on February 15, 2021, and therefore, her “Fees Earned or Paid in Cash” and “Stock Awards” areprorated.

Stock Ownership Guidelines
We have established stock ownership guidelines for our directors. The minimum ownership guideline for directors is to hold shares with avalue equal to five times their annual retainer. The minimum ownership guideline for our CEO is to hold shares with a value equal to fivetimes 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 either incompliance with the guidelines or are newer directors who have time remaining to meet the guidelines.

23

The following table shows non-employee director compliance with the guidelines as of the Record Date:
Guideline
Director
MultiplierRichard M. Beyer
Lynn A. Dugle
Steven J. Gomo
Linnie Haynesworth
Mary Pat McCarthy
Robert E. Switz
MaryAnn Wright

5
5
5
5
5
5
5

Guideline
Amount$625,000
625,000
625,000
625,000
625,000
625,000
625,000

Compliancewith Guideline
Yes
Yes
Yes
(1)
Yes
Yes
Yes

(1) Ms. Haynesworth has until February 15, 2026 to meet the guidelines because she first joined the Board in 2021.
Please refer to page 48 for information on the stock ownership guidelines for our Named Executive Officers, including Mr. Mehrotra.

24 | 2021 Proxy Statement

EXECUTIVE COMPENSATION AND RELATEDINFORMATIONPROPOSAL 2 – ADVISORY VOTE ON THE COMPENSATION OF
OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)
PROPOSAL DETAILSThe 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 and Analysis” section and the related compensation tables beginning on page 27. 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 voteon executive compensation every year until the next required vote on the frequency of shareholder votes on the compensation of executives,
which is expected to occur at the Fiscal 2023 Annual Meeting of Shareholders.
At our annual meeting of shareholders held in January 2021, 85% of the votes cast on the say-on-pay proposal were voted in favor of the
proposal. See “Consideration of the Fiscal 2020 Advisory Vote on Executive Compensation” on page 31.
Please read the “Compensation Discussion and Analysis” section and related compensation tables for information necessary to inform yourvote on this proposal.

BOARD RECOMMENDATIONThe Board of Directors invites you to review carefully the Compensation Discussion and Analysis beginning on page 27 and thetabular and other disclosures on executive compensation beginning on page 50, 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 anddisclosed 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, theCompensation Committee, or the Board of Directors. Furthermore, because this non-binding, advisory resolution primarily relates to thecompensation 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 willconsider the results of the say-on-pay vote and any other feedback from shareholders in their evaluation of our compensation program as
they believe to be appropriate.

25

VOTE REQUIRED FOR APPROVAL
The affirmative vote of a majority of the voting power of our Common Stock present in person or represented by proxy at the Annual Meetingand 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 non-binding on our Company and our Board of Directors, and will not be construed as overruling a decision by ourCompany 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.

26 | 2021 Proxy Statement

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

Sanjay Mehrotra, our President and Chief Executive Officer;•

David A. Zinsner, our Executive Vice President and Chief Financial Officer;•

Manish Bhatia, our Executive Vice President, Global Operations;•

Scott J. DeBoer, our Executive Vice President, Technology and Products; and•Sumit Sadana, our Executive Vice President and Chief Business Officer.

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

Executive Summary
Fiscal 2021 Highlights• We achieved robust profitability in fiscal 2021 with record revenues across a diverse set of markets, including mobile, embedded, auto,
and industrial, with an all-time high for NAND revenue:◦ $27.7 billion in revenue (compared to $21.4 billion in fiscal 2020);◦ $5.9 billion in GAAP net income attributable to Micron, or $5.14 in earnings per diluted share (compared to $2.7 billion and $2.37,
respectively, in fiscal 2020).
• We ended fiscal 2021 with $10.5 billion of cash, marketable investments, and restricted cash.
• We initiated a quarterly dividend that was paid in October 2021, reflecting our confidence in the durable cash generation power of ourbusiness, and we plan to grow the dividend over time.
• For the first time in our history, we established technology leadership concurrently in both DRAM and NAND with our 1-alpha DRAM
and 176-layer NAND, the industry’s most advanced nodes in high volume production, reaching mature yields 20% to 30% faster thanprior nodes:◦ DRAM:▪ 1-alpha and 1z DRAM nodes combined represented the majority of our DRAM bit production by fiscal year end; and▪ We were the first to introduce LP5X DRAM in mobile applications and safety-capable LP5 for automotive applications.
◦ NAND:▪ We were the first to introduce uMCP5 managed NAND in mobile applications;▪ We continued our leadership on high-density QLC NAND storage with client QLC SSD bit mix hitting a new record; and▪ We moved our SSD portfolios toward leadership datacenter solutions.
▪ We entered into new credit facilities with interest rates and fees linked in part to achievement of sustainability targets and continued tomake progress toward achieving our long-term environmental goals

27and aspirations announced in fiscal 2020 with plans to allocate about $1 billion of capital expenditures in support of those goals andaspirations.
▪ The representation of women on the Board grew to comprise one-half of the Board in fiscal 2021.
Total Shareholder Return (“TSR”)
The following chart shows our relative TSR data as compared to the S&P 500 Composite Index and the median of our Compensation Peer
Group as identified in "Compensation-setting Process and the Determination of Compensation Levels – ”Market Data” Defined" below.

The information presented is based on closing prices on or nearest to September 2 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.
Compensation Highlights•

In October 2020, the Compensation Committee set compensation levels and performance goals for fiscal 2021 based on a review offinancial results, projections, individual contributions, strategic objectives, Market Data (as defined below), and market conditions.

28 | 2021 Proxy Statement

◦

The following pay mix, based on target amounts, was established for our Chief Executive Officer and other Named Executive
Officers (on average) for fiscal 2021:◦

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 Named Executive Officers based on
their correlation to the creation of shareholder value and their alignment with our strategic objectives.
▪

For fiscal 2021, the Compensation Committee established goals tied to profitability and the achievement of certain
technology, inventory, product, and cost milestones, and goals focusing on key stakeholders. Please see “Fiscal 2021
Executive Compensation – Fiscal 2021 Short-Term Incentive Awards” for additional detail concerning these goals.

◦

We used a mix of 50% time-based restricted stock and 50% performance-based restricted stock units for our fiscal 2021 longterm equity incentives.

◦

The metrics for our performance-based restricted stock units include percentage of sales as high value solutions and TSR
relative to the semiconductor sector. In addition, there is a technology product engineering sample and product qualification
sample stretch goal associated with the high-value solutions goals. The relative TSR and high-value solutions goals have athree-year measurement period.

◦

Salary and short-term incentive targets as a percentage of base salary did not change for any of our Named Executive Officers
for fiscal 2021.

29

Components of our Executive Compensation Program
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.

Compensation Component*

Characteristics

PurposeDetermining Factors

Base Salary– Fixed Compensation– Compensates executives for
performing day-to-day job
responsibilities– Market Data median setsbaseline– Attracts, develops, and retains – Adjusted for executive’shighly-qualified executive
contributions, experience, andtalentperformance– Maintains stable management
team

Short Term Incentive Pay– Variable, performance-based – Provides performance-based, – Market Data median forms
cash compensation
incentive cash awards forbaseline
outstanding performance at
the individual, business-unit,
and/or company-wide level– Target payout is tied to apercentage of executive’sbase salary– Encourages accountability by – Annual, pre-determined goals
rewarding achievement of
set by the Compensation
specific performance goals
Committee– Focuses executives onachievement of near-term
financial and operational
objectives– Promotes long-term company
success and drives
shareholder value- Net income target- Achievement of certain
technology, inventory,
product, and cost milestones
and other goals (including
environmental sustainability
and diversity, equality, andinclusion)

Long Term Incentive Pay
Performance RSUs
– Variable, performance-based – Creates direct, specific– Goals set by the Compensation
equity compensationalignment with shareholders’Committee
interests by focusing– Three-year performance- Percentage of sales as highexecutives on long-term value
periodvalue solutions
creation through the- TSR relative to theachievement of key– Earned at the end of thesemiconductor sector
operational milestones andsecond and third year for the- Additional earning
stock price performance
operational goal and each
opportunities forday beginning on the firstachievement of stretch
day of the second year for
the financial goal
product milestones– 50% of total banked PRSU
vests at end of year 2,
remaining and/or
incremental vests at end ofyear 3Time-Based RSAs
– Variable, performance-based – Provides alignment withshareholder interests byequity compensation
focusing executives on longterm value creation– Vests ratably over 3 years– Value based on stock price– Provides retention value* The percentages shown for each of the compensation components in the table above are presented based on base salary, target annual STI award, andthe 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).

30 | 2021 Proxy Statement

Consideration of the Fiscal 2020 Advisory Vote on Executive Compensation
At the Fiscal 2020 Annual Meeting of Shareholders on January 14, 2021, in our annual advisory vote on executive compensation, 85% of thevotes cast were voted in support of the compensation of our Named Executive Officers. The Compensation Committee appreciates andvalues the views of our shareholders. In considering the results of the fiscal 2020 advisory vote on executive compensation, theCompensation Committee concluded that the compensation paid to our executive officers and our overall executive pay practices haveshareholder 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, we discussed executive
compensation and other matters with shareholders throughout fiscal 2021 and intend to continue our outreach to shareholders on executive
compensation and other matters. The Compensation Committee also intends to continue to seek the advice and counsel of its compensation
advisors. Our shareholders may communicate any concerns or opinions on executive pay directly to the Compensation Committee or the
Board of Directors. Please refer to “Executive Sessions and Communications with the Board of Directors” on page 21 for information aboutcommunicating with the Board of Directors.

Oversight of the Executive Compensation Program
Each year, the Compensation Committee, advised by its independent compensation consultant, undertakes a rigorous process to review our
executive compensation program and determine executive compensation in the context of our pay-for-performance philosophy. The
Compensation Committee believes a substantial portion of our executive compensation should be incentive-based and focused on long-term
performance to help ensure that the interests of our executive officers are aligned with those of our shareholders. Our primary long-term
objective is to drive sustainable value creation for our shareholders by attracting, retaining, developing, and motivating a diverse group of top
executive talent through a comprehensive and market-competitive executive compensation program. The Compensation Committee reviews
and approves the goals and objectives used to determine executive compensation, evaluates performance in light of such goals andobjectives, and determines and approves compensation levels based on that evaluation.
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 Board of Directors, which can be found on our
website, www.micron.com. A more complete description of the role of the Compensation Committee’s compensation consultant and our CEO
in the compensation process is described later in this Compensation Discussion and Analysis. Additional information regarding theCompensation Committee’s compensation consultant, the specific activities it undertakes for us, and its fees can be found under“Compensation-setting Process and the Determination of Compensation Levels” on page 34.

31

Our Compensation Principles
WHAT WE DO

WHAT WE DON’T DO

ü Pay for performance by requiring that a substantial portion of our
executives’ compensation be earned based on performance goals
ü Link our compensation program to our long-term corporate growthstrategy and key drivers of sustainable shareholder value creation
ü Use a mix of objective performance measures, cash- and equity-based
components, and short- and long-term incentive opportunities that holdour executive officers accountable for executing on our long-term
strategyü Engage an independent compensation consultant to evaluate andadvise the Compensation Committee on our compensation program
design and pay decisions for our executive officers
ü Cap maximum payout levels under our incentive plansü Maintain 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
noncomplianceü Maintain executive stock ownership guidelines
ü Provide limited perquisites

û No special retirement benefits other than participation in our
retirement plans on the same basis as other employeesû No tax gross-ups for change in control pay

32 | 2021 Proxy Statement

û No repricing of options or stock appreciation rights without
prior shareholder approvalû No “single-trigger” vesting for awards

û No pledging or hedging activities involving our stock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 thecompensation that applied to our Named Executive Officers in fiscal 2021 relative to our pay-for-performance philosophy.

Highlights of Our Pay-for-Performance Approach• A substantial majority of the compensation available for executives is performance-based and delivered in the form of equity in order tomore closely align management and shareholder interests.
• Market Data forms the basis of our compensation targets, with differentiation based on individual factors such as nature of the individual’srole, 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 andadvice 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; andcommitment to sustainability and diversity, equality, and inclusion programs and initiatives.
Targeting “Reasonable” and “Competitive” Pay
We believe that offering a compensation package that is “reasonable” and “competitive” with what our executives could otherwise obtain in
the market, and especially from companies within our Compensation Peer Group, enables us to attract, motivate, reward, and retain qualified
individuals and to meet our overall objective of increasing shareholder value. Our Compensation Peer Group consists of companies that we
believe are especially likely to be our competitors for executive talent and is discussed further in “Market Data Defined” below. We determine
what would be “reasonable” and “competitive” compensation based upon an analysis of the Market Data, recommendations of ourcompensation consultant, and our historical experience.
Reasonable
The Compensation Committee generally considers the Market Data median to be “reasonable,” but could deviate from such benchmark
based on certain factors, such as:•

differences in position and level of responsibility among officers, both in absolute terms and relative to our other officers and ascompared to similarly situated officers within the Compensation Peer Group;•

past and anticipated contributions;•

technical expertise;•Company performance;•

applicable business unit performance; and•length of service and/or experience, both in absolute terms and relative to our other officers and as compared to officers within theCompensation Peer Group.

33

The semiconductor industry is highly volatile. Market Data, which is a compilation of data from many companies provided by ourcompensation consultant as further described below, may change dramatically from year to year and can evolve as compensation practices
change, executives retire or are replaced with less experienced and lower-paid executives, goals are achieved or not achieved resulting invarying payouts, participants in proprietary surveys change, and the completeness or accuracy of compensation data improves ordeteriorates. Accordingly, what may have been the median or within a “reasonable” range of competitiveness in one year, may be higher orlower for the next. For this reason, even though the Compensation Committee generally uses the Market Data median as its benchmark andguiding principle, officer compensation may vary, above or below the median, or a range from the median, year over year.
Competitive
We believe, including based on advice from our compensation consultant, that a competitive compensation package will address andmeasure compensation practices for executive positions with respect to three primary elements of compensation:•base compensation (salary);•

short-term incentive compensation (cash bonus programs); and•long-term incentive compensation (time-based restricted stock and performance-based restricted stock units).

We do not require that a particular element comprises 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 incentives and incentives tied to the performance of theCompany and its stock) as compared to fixed (such as base salary), and that such variable compensation aligns executives’ interests withthose of our shareholders. Additionally, although the Compensation Committee reviews total direct compensation (which is the sum of basesalary, 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 asa way to ensure we are able to attract and retain top talent, rather than base salary.

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. This compensation consultant provided the Compensation Committee with information for our officers on cash and non-cashcompensation elements and historical and trend payment data.
The Compensation Committee has established procedures intended to keep its compensation consultant’s advice to the Compensation
Committee objective and free of influence from our management. These procedures include: a direct reporting relationship to theCompensation Committee; a provision in the Compensation Committee’s engagement letter with the compensation consultant specifying
what information, data, and recommendations can be shared with management; and an annual update to the Compensation Committee on
the compensation consultant’s relationship with the Company, including a summary of the work performed during the preceding 12 months.
For fiscal 2021, the specific activities undertaken by the compensation consultant for the Compensation Committee included:

34 | 2021 Proxy Statement•review the Compensation Peer Group (as defined in the Compensation Discussion and Analysis) and recommend any changes to its
members;•

benchmark total target direct compensation and its components (salary, target short-term incentives, and target long-term incentives)of 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 draft of the Compensation Discussion and Analysis component of our proxy statement disclosure; and•attend the Compensation Committee meetings in which executive compensation matters are discussed.

Compensia, Inc. (“Compensia") was the Compensation Committee’s compensation consultant in fiscal 2021. We paid Compensia a total of$140,539 in fiscal 2021 for services provided. Compensia provided services related exclusively to the executive and non-employee director
compensation consulting work performed for the Compensation Committee and for the Governance and Sustainability Committee.
The Compensation Committee considered Compensia’s independence in light of SEC rules and Nasdaq Listing Rules. The Compensation
Committee received a letter from Compensia addressing its independence, including the following factors: (i) other services provided to us bythem; (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 theengagement. The Compensation Committee concluded that there were no conflicts of interest with Compensia.
“Market Data” Defined
Each year, our Compensation Committee, with assistance from the management team (including our CEO) and Compensia, identifies agroup of peer companies to use as benchmarks when setting target pay levels (our “Compensation Peer Group”). With input and advice fromour 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 key talent.
Historically, the Compensation Committee’s peer selection process focused primarily on the semiconductor industry and revenue size.
Our Compensation Peer Group for fiscal 2021 is comprised of the following 16 companies, which we believe are companies with which weare likely to compete for executive talent. In consultation with Compensia, the Compensation Committee did not make any changes to theCompensation Peer Group for fiscal 2021.

35

For fiscal 2021, our Compensation Peer Group was as follows:
Adobe Inc.
Applied Materials, Inc.
Cisco Systems, Inc.
IBM
Lam Research Corporation
QUALCOMM Corporation
Seagate Technology
VMware, Inc.

Advanced Micro Devices, Inc.
Broadcom Inc.
Hewlett Packard Enterprise Company
Intel Corporation
NVIDIA Corporation
Salesforce.com, Inc.
Texas Instruments Incorporated
Western Digital Corporation

Compensation Peer Group Data
Compensia 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 2021, each as discussed below, were weighted equally by theCompensation 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 ofcompanies within the Compensation Peer Group, we look to the rank of the person involved and match ranks, e.g., our third-highest paid
officer could be compared to the third-highest paid officer at each company within the Compensation Peer Group.
Survey Data
Survey data may vary from year to year. For fiscal 2021, our compensation consultant used the Radford Global Technology Survey andinformation obtained from public filings by the Compensation Peer Group. We believe these surveys are particularly relevant for hightechnology companies given the high level of participation by such companies in the survey.
Compensation-Setting Process
Compensia reviews the most recent available data and identifies the Market Data values for the 25th, 50th (i.e., median), and 75th percentile
with respect to each position or rank, then compares our compensation data, both as to elements and amounts to be paid or potential value
to be delivered, with that of the Market Data and reports its findings to the CEO and the Compensation Committee. Our CEO works with
Compensia by providing our financial data with respect to the most-recently completed fiscal year. The CEO also reviews projected financial
results for the current fiscal year and our strategic business plan. For all Named Executive Officers other than himself, the CEO makessuggestions as to base salary, recommends a potential set of company-wide and/or business unit metrics and targets for the current fiscal
year with respect to short-term incentives, and offers suggestions as to long-term incentive compensation. He makes no recommendations
as to his own level of compensation. The Compensation Committee reviews the Market Data, discusses the Market Data with the CEO andwith Compensia, 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 describedabove and whether, and to what extent, the Compensation Committee believes it would be appropriate to deviate from the Market Data andcompetitive practices. Following this deliberation, the Compensation Committee exercises its business judgment to certify the payment ofcompensation 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.

36 | 2021 Proxy Statement

Fiscal 2021 Executive Compensation
Fiscal 2021 Base Salaries
At the completion of fiscal 2020, Market Data showed that the base salaries of Messrs. Zinsner, DeBoer, and Sadana were below the 50th
percentile for their positions or ranks, and the base salaries of Mr. Bhatia and Mr. Mehrotra were above the 50th and 75th percentiles,
respectively, for their positions or ranks. The Compensation Committee decided not to increase the base pay for each of our Named
Executive Officers to align with the Company’s decision to delay team member base pay increases in light of economic uncertainty relating to
the COVID-19 pandemic.
Base Salary %Fiscal 2021 Change From Fiscal
Executive Officer
Base Salary
2020
Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana$

1,350,000
662,000
695,000
595,000
745,000

0%
0%
0%
0%
0%

Fiscal 2021 Short-Term Incentive Awards
We provided annual short-term incentive cash awards to our executive officers pursuant to the EIP. The EIP was last approved by ourshareholders 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 and/or company-wide level. In fiscal
2021, the Compensation Committee set the short-term incentive “opportunity” (“Target Award”) for each Named Executive Officer in terms ofa specified percentage of such officer’s base salary.
The target incentive amounts payable under the EIP for achievement of the fiscal 2021 goals are shown in the columns “Estimated Future
Payouts under Non-Equity Incentive Plan Awards” of the “Grants of Plan-Based Awards in Fiscal 2021” table. All goals were established withthreshold (50%), target (100%), exceptional (150%), and maximum (200%) payout levels, with the threshold, target, exceptional, andmaximum payouts requiring a significant level of execution and effort and no assurance of goal achievement.
Target Awards established for fiscal 2021 for our Named Executive Officers, as a percentage of base salary, were measured against theMarket 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 2021, the following Target Awards were
established, and were unchanged from fiscal 2020:
Executive Officer% of Base Salary
Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana

200 %
100 %
100 %
100 %
110 %

37

The Compensation Committee established a profitability goal and five operational metrics for evaluating performance in fiscal 2021, which
includes performance on sustainability issues including labor practices, health and safety, environmental issues including climate change andwater, and management systems:
•
•
•
•
•
•

profitability (50% weighting);
achievement of targeted levels of inventory (10% weighting)achievement of certain product milestones (including sales of certain NAND and DRAM products as a percentage of total sales,
growth of certain channel sales, and revenue from emerging technologies) (10% weighting);
execution to, and acceleration of, our technology roadmap (objective criteria/milestones related to NAND and DRAM), with anadditional stretch goal for exceptional performance (10% weighting, plus potential stretch goal);
continued increases in our cost competitiveness (10% weighting); andachievement of certain milestones focusing on customers and other key stakeholders (10% weighting), including:◦ customer quality ranking, delivery performance, and customer business review;◦ environmental sustainability (Process GHG emissions abatement, transition to renewables (vPPA / PPA); water restoration
efforts; and increasing waste reuse, recycle, recovery (RRR)%); and◦ diversity, equality and inclusion (increasing representation of underrepresented groups at the new hire and senior leader
levels; pay equity for underrepresented groups; increasing the inclusion index score in the Company’s engagement survey;
and all team members completing one ally training session during fiscal 2021).

The Compensation Committee chose these metrics and their linkage to our business and results of operations because they believe:
•
•
•
•
•

performance against these metrics enhances shareholder value and rewards operational excellence that positions the Company forbetter long-term performance;
a focus on sustainability benefits our team members, communities, and other stakeholders;a balanced weighting limits the likelihood of rewarding executives for taking excessive risk;
including a target encourages the pursuit of profitable revenue and strong margins; andusing different measures avoids paying for the same performance twice.

Shortly after the fiscal year concluded, the Compensation Committee reviewed 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 performanceover fiscal 2021 and established a final EIP payout for fiscal 2021. Our Named Executive Officers received EIP bonuses in the following
amounts in fiscal 2021:
Executive Officer
Bonus Paid
Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana$

4,800,600
1,177,036
1,235,710
1,057,910
1,457,071

Fiscal 2021 Long-Term Equity Incentives
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 theseawards are especially aligned with shareholders’ interests as their value is dependent upon the achievement of key operational milestones orstock price performance. To

38 | 2021 Proxy Statement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 fiscal 2021, the Compensation Committee set the long-term incentive mix at 50% performance-based restricted stock units (“PRSUs”) and
50% time-based restricted stock awards. The Compensation Committee believes that a high percentage of PRSUs emphasizes Micron’sstrong pay-for-performance philosophy underlying our executive compensation program.
In determining the amount of the long-term equity incentive awards for our Named Executive Officers, the Compensation Committee
reviewed Market Data and information provided by Mr. Mehrotra related to the other officers’ performance and his recommendation as to theamount 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 2021 long-term equity incentives:
Fiscal 2021 Long-Term
Named Executive Officer
Equity Incentives(1)Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana$

18,500,000
5,000,000
6,000,000
5,000,000
6,500,000(1) Reflects target grant-date fair value.
We have not, and do not plan to time the grant of long-term incentive awards (or the award or payment of any other compensation) with therelease of material, non-public information. Historically, long-term incentive awards have been made in the first quarter of the fiscal year withthe 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. 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 thedate of grant.
Performance-based RSUs Granted in Fiscal 2021
PRSUs support the Compensation Committee’s desire to link realized value to the Company’s long-term success and help align executive
compensation with shareholder interests. For fiscal 2021, the Compensation Committee awarded PRSUs under performance metrics thatmeasure the percentage of bits shipped as part of a high-value solution (the “2021 High-Value Solutions PRSU Award”) and relative total
shareholder return (TSR) growth (the “2021 TSR PRSU Award”). The achievement of these awards requires a significant level of execution
and effort and there is no assurance of goal achievement.
PRSU awards are eligible to be earned (or “banked”) during the second and third years of the three-year period covering fiscal 2021, 2022,
and 2023 (the “Performance Period”) based upon results against performance metrics set at the beginning of the Performance Period. The
actual number of PRSUs that will be banked and become eligible to vest under the 2021 High-Value Solutions PRSU Award and the 2021
TSR PRSU Award (together the “2021 PRSU Awards”) is determined by reference to each Named Executive Officer’s target number of
PRSUs and the payout factor that results from actual performance versus pre-established performance metrics (the “Payout Factor”), and issubject to the caps discussed below.
The number of PRSUs that each Named Executive Officer may earn under all 2021 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’ 2021 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, themaximum award

39

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 theapplicable equity incentive plan.
2021 High-Value Solutions PRSU AwardThe 2021 High-Value Solutions PRSU Award ties 50% of each Named Executive Officer’s target performance-based long-term incentive
opportunity to the achievement of certain percentages of products shipped as high-value solutions, with two additional earnings opportunities
for stretch goals based on product development milestones.
Performance is measured by exceeding a threshold, then meeting certain prescribed targets, subject to a maximum payout. The maximum
payout for achieving such targets is 200% of the target number of PRSUs under the award, subject to any increases for achieving the stretch
milestones described below but capped by the 2x Limit described further above. 2021 High-Value Solutions PRSU Awards do not bankunless performance meets or exceeds the established threshold. When performance results in achievement above the threshold andbetween performance levels, the applicable Payout Factor will be determined based on interpolation between performance levels.
In addition, the 2021 Payout Factors with respect to the 2021 High-Value Solutions PRSU Award may be increased upon achievement of two
stretch milestones relating to revenues that the Compensation Committee believes represent significant progress in the development of nextgeneration products that will enhance long-term shareholder value.
Determination of Payout
Achievement levels with respect to the Payout Factor applicable to a 2021 High-Value Solutions PRSU Award are measured at the end ofeach applicable fiscal year of the Performance Period. No later than 60 days after the end of each fiscal year in the Performance Period(each, a “Certification Date”), the Compensation Committee determines and certifies the resulting Payout Factors for the applicable fiscal
year as set forth above. PRSUs that have achieved the requisite performance become banked.
Vesting
PRSUs do not vest under the 2021 High-Value Solutions PRSU Award until the Certification Date that immediately follows the end of fiscal
2022, when 50% of the then-unvested banked PRSUs (for the avoidance of doubt, inclusive of any PRSUs becoming banked PRSUs as ofsuch Certification Date) will vest. Remaining banked PRSUs and/or incremental PRSUs that become banked PRSUs will vest as of theCertification Date that immediately follows the end of fiscal 2023. If the Named Executive Officer terminates employment with the Company
for any reason other than a termination by the Company for cause, any banked shares will continue to vest on the vesting schedule
described above. No further PRSUs under the 2021 High-Value Solutions PRSU Award will vest following the Named Executive Officer’s
termination for cause. For purposes of the 2021 High-Value Solutions PRSU Award, cause is as defined in the agreement between the
Named Executive Officer and the Company governing the terms of such Named Executive Officer’s employment or termination thereof, or if
not so defined, as defined in the equity incentive plan under which the award was granted.
2021 TSR PRSU AwardThe 2021 TSR PRSU Award ties 50% of each Named Executive Officer’s target performance-based long-term incentive opportunity to theCompany’s share price growth as compared to the median total shareholder return of the companies in the PHLX Semiconductor Sector
Index (SOX) over the three-year Performance Period. For fiscal 2021, the Compensation Committee set the target goal at the median of the
SOX index, which is composed of companies primarily involved in the design, distribution, manufacture, and sale of semiconductors,
calculated based on the difference between the Company’s and the median SOX index company’s 60-day average three-year TSR
compounded annual growth rate performance.

40 | 2021 Proxy Statement

Payout Factor
The Payout Factor for the 2021 TSR PRSU Award is based on the average of the Company’s three-year total shareholder return for each of
the 60 days trailing the applicable measurement date (inclusive of the measurement date), expressed as a compounded annual growth rate(the “TSR CAGR”), relative to the TSR CAGR of the median company in the PHLX Semiconductor Sector Index (SOX) (the “Median SOX
Company”). The relative TSR (“rTSR”) CAGRs of the Company versus the Median SOX Company (the “rTSR CAGR”) will be measured oneach day starting on the first day of fiscal 2022 through the last day of the Performance Period (each, a “measurement date”).
The following table sets forth the levels of rTSR CAGR required to be achieved under a 2021 TSR PRSU Award to result in the Payout
Factors specified below:
Payout Factor for the
rTSR CAGR Achieved on a Measurement DaterTSR CAGR
Less than -50 percentage points (“pp”)-50pp (“rTSR Threshold”)
0pp (“rTSR Target”)+25pp (“rTSR Maximum”)
Greater than +25pp

0.0x
0.5x
1.0x
1.5x
1.5x

If the rTSR CAGR achieved is between the rTSR Threshold and rTSR Target levels or the rTSR Target and rTSR Maximum levels, thePayout Factor will be determined using interpolation between the applicable levels.
Cap on PRSU Earning and Vesting
The maximum number of PRSUs that may vest is equal to 150% of the target number of PRSUs granted under the 2021 TSR PRSU Award(subject to the total 2x Limit cap discussed under “Performance-based RSUs Granted in Fiscal 2021” above).
Determination of Payout
As of any measurement date, the number of PRSUs under a 2021 TSR PRSU Award that are considered banked through such date will
equal the product of the Payout Factor determined based on the greatest rTSR CAGR achieved during the Performance Period through suchdate, and the target number of PRSUs subject to the 2021 TSR PRSU Award. Accordingly, once PRSUs under a 2021 TSR PRSU Award
become banked on a measurement date (due to achievement of a particular rTSR CAGR level), additional PRSUs can become banked only
if a greater rTSR CAGR level is achieved on a later measurement date. Such additional PRSUs banked, if any, will be equal to the excess of
the Payout Factor determined using the new, greater rTSR CAGR achieved, over the Payout Factor determined using the next greatest rTSR
CAGR previously achieved, multiplied by the target PRSUs subject to the 2021 TSR PRSU Award. Following completion of each of fiscal
2022 and 2023, the Compensation Committee will certify the extent of achievement of the Payout Factors as set forth above during fiscal
2022 and 2023, respectively (an “rTSR Certification”).
Vesting
On the date of the first rTSR Certification (following fiscal 2022), 50% of any PRSUs that have been certified as banked through the date ofsuch rTSR Certification will vest. On the date of the second rTSR Certification (following fiscal 2023), the remaining 50% of PRSUs that werecertified as banked upon the first rTSR Certification, and 100% of any additional PRSUs that are certified as banked for achievement of agreater Payout Factor during the remainder of the Performance Period after the first rTSR Certification, will vest. If the Named Executive
Officer terminates employment with the Company for any reason other than a termination by the Company for cause, any banked sharesalso will continue to vest on the vesting schedule described above. No further PRSUs under the 2021 TSR PRSU Award will vest following
the Named Executive Officer’s termination for cause. For purposes of the 2021 TSR PRSU Award, cause is as defined in the agreement
between the Named Executive Officer and the Company governing the terms of such Named Executive Officer’s employment or41

termination thereof, or if not so defined, as defined in the equity incentive plan under which the award was granted.
Fiscal 2021 PRSUs Achievement
The measurement periods for the 2021 High-Value Solutions PRSU Award and the 2021 TSR PRSU Award do not begin until fiscal 2022.
Accordingly, no shares were banked during fiscal 2021 under the 2021 PRSU Awards.
Fiscal 2020 PRSUs Achievement
For fiscal 2020, the Compensation Committee awarded PRSUs under performance metrics that measure TSR growth (the “2020 TSR PRSU
Award”) and the percentage of bits shipped as part of a high value solution (the “2020 High-Value Solutions PRSU Award”), with the 2020
TSR PRSU Award and the 2020 High-Value Solutions PRSU Award each representing 50% of the total target PRSU opportunity for each
Named Executive Officer. In October 2021, the Compensation Committee reviewed the Company’s performance relative to the 2020 PRSU
Award metrics, applied the applicable 2020 Payout Factors, and certified that the following shares had been banked by our Named Executive
Officers under the 2020 PRSU Awards:
Shares Banked for Fiscal 2021 Performance
under 2020 TSR PRSU Award
2020 TSR PRSU Award

Named Executive Officer
Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana

16,589
Shares Banked for Fiscal
2021 Performance under
Shares Vested under2020 TSR PRSU Award
2020 TSR PRSU Award
7,483
1,996
2,494
1,871
2,745

3,741
998
1,247
935
1,372

Shares Banked for Fiscal 2021 Performance
under 2020 High-Value Solutions Award
2020 High-Value Solutions Award

Named Executive Officer
Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana—

Shares Vested under
Shares Banked for Fiscal
2020 High-Value
2021 Performance under Solutions PRSU Award
2020 High-Value(for performance during
Solutions PRSU Award
Fiscal 2020)
—
—
—
—
—

141,251
37,66747,08435,31351,791

Fiscal 2019 PRSUs Achievement
For fiscal 2019, the Compensation Committee awarded PRSUs under performance metrics that measure cumulative adjusted free cash flow,
the percentage of bits shipped as part of a high value solution, and forward

42 | 2021 Proxy Statementprice-to-earnings ratio (the “2019 PRSU Award Metrics”). In October 2021, the Compensation Committee reviewed the Company’s
performance relative to the 2019 PRSU Award Metrics, applied the applicable payout factors, and concluded that no conditions for thelapsing of restrictions were achieved during fiscal 2021.
Time-Based RSAs
Time-based restricted stock awards (“RSAs”) support retention and are linked to shareholder value and ownership. Annual RSAs vest ratably
over three years from the date of grant, subject to continued employment. In fiscal 2021, RSAs comprised 50% of the target value of awards
granted.
Other Fiscal 2021 Employee Benefits
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 are minor in scope and amount, and therefore are notconsidered to be material elements of compensation.

43

CEO Compensation
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 September 2,
2020, and September 2, 2021, 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 31, 2018, and September 2, 2021, 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 CEO pay information presented in the chart below represents peer compensation data via proxy statements presented to theCompensation Committee in September 2020. 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).

44 | 2021 Proxy Statement

The Compensation Committee considered this data and Market Data in setting Mr. Mehrotra’s total target direct compensation for fiscal 2021.
Mr. Mehrotra’s compensation is comprised of the following elements:
Base Salary
Mr. Mehrotra’s base salary for fiscal 2021 was $1,350,000. Market Data showed that Mr. Mehrotra’s base salary was above the 75th
percentile for CEOs in our Compensation Peer Group.
Short-Term Incentive
Mr. Mehrotra’s short-term incentive target was 200% of his base salary for fiscal 2021. Market Data showed that a short-term incentive of
200% of base salary was at the 60th percentile for CEOs in our Compensation Peer Group.
Long-Term Equity Incentive
Mr. Mehrotra’s long-term equity incentive opportunity for fiscal 2021 was $18,500,000. Mr. Mehrotra’s equity awards were comprised of 50%
time-based restricted stock and 50% performance-based restricted stock units. Market Data showed that Mr. Mehrotra’s long-term equity
incentive was between the 60th and 75th percentile for our Compensation Peer Group.

45

The following table sets forth the elements and amounts of Mr. Mehrotra’s long-term incentive awards:
Fiscal 2021 Awards
Time-based Restricted Stock
Performance-based Restricted Stock Units(2)Number of
Options/ Shares(1)178,090 $
164,285
342,375 $Grant Date Fair
Value(1)9,249,995
9,250,000
18,499,995(1) Information related to Mr. Mehrotra’s long-term incentive award is also included in the “Grants of Plan-Based Awards in Fiscal 2021”
table. The time-based share amounts are listed in the column “All Other Stock Awards: Number of Shares of Stock or Units,” and theperformance-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 U.S. GAAP.
(2) Mr. Mehrotra banked 7,483 shares based on achievement of the 2021 Performance Metrics. Please see “– Fiscal 2021 Executive
Compensation – Fiscal 2021 Long-Term Equity Incentives” above.
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 4 to the Fiscal 2021 Summary Compensation Table for
additional information.

Severance and Change in Control Arrangements
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. Mehrotra’s employment is terminated (i) as result of his deathor “disability,” (ii) by us without “cause” or (iii) as a result of Mr. Mehrotra’s resignation for “good reason,” then in addition to receiving his
accrued base salary, accrued vacation pay, and other earned and vested employee benefits, Mr. Mehrotra will receive the following
severance benefits:•salary continuation equal to two times Mr. Mehrotra’s salary in effect upon the date of termination paid in installments during the oneyear period following termination (or paid in a lump sum if Mr. Mehrotra’s termination of employment occurs on, or within 12 months
after, a “change in control”);•

a pro-rated annual bonus under the EIP for the year of termination, subject to achievement of applicable performance criteria, paid inaccordance with the terms of the EIP;•

an additional bonus of two times Mr. Mehrotra’s target annual bonus under the EIP for the year of termination paid on the one-year
anniversary of Mr. Mehrotra’s termination;•

continued vesting (and exercisability) of any options, restricted stock or other time-based, and, subject to achievement of applicable
performance criteria, performance-based equity awards for the one-year period following Mr. Mehrotra’s termination of employment;and•a cash payment equal to the medical benefits and employer qualified plan matching contributions Mr. Mehrotra would have received
had Mr. Mehrotra remained employed for an additional two years, paid in a lump sum following termination.

If Mr. Mehrotra’s severance benefits become payable on account of his “good reason” resignation prior to a “change in control” and Mr.
Mehrotra becomes employed within one year of his termination of employment, the46 | 2021 Proxy Statementunpaid portion of his salary continuation benefit will be forfeited. The Executive Agreement also includes a “cut-back” provision, which
provides that Mr. Mehrotra’s benefits under the Executive Agreement will be reduced so that no excise tax will apply under Section 280G of
the Code, if such reduction will result in a higher net after-tax benefit to Mr. Mehrotra. The Executive Agreement does not provide a tax grossup for any such tax. Mr. Mehrotra’s entitlement to the benefits provided under the Executive Agreement are conditioned on Mr. Mehrotra
signing a release of claims in favor of Micron and on Mr. Mehrotra’s compliance with terms of our non-competition, non-solicitation, and nondisclosure agreement.
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 certain terminations of employment. These benefits begin upon a “separation ofservice” 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.
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 andrestricted 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. 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.
Terminated Named Executive Officers are subject to the following post-termination obligations and restrictions:•a one-year non-competition obligation;•

confidentiality obligations related to our proprietary and confidential information that last indefinitely;•a non-disparagement and confidentiality obligation surrounding the reasons for, and circumstances of, the Named Executive Officer’s
termination of employment or change in officer status that lasts indefinitely. However, we may disclose such information if wedetermine, in our sole discretion, it is either required by law to be disclosed or necessary to be disclosed to serve a valid businesspurpose; and•non-solicitation and non-interference provisions relating to our employees and business partners that last at least one year.

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 18month period following termination of employment.

47

Estimated Severance Payments
See “Potential Payments Upon Termination or Change in Control” on page 57 for a description of the estimated severance amounts as of theend of fiscal 2021 for Messrs. Mehrotra, Zinsner, Bhatia, DeBoer, and Sadana.
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. Our equity plans provide for “double-trigger” vesting provisions in
the event of a change in control. As a result, if awards 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 theeffective date of the change in control, the participant’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. The compensation that Named Executive Officers could
receive if a change in control occurs is intended to enable them to objectively evaluate whether a potential change in control is in the bestinterest 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 57.

Consideration of Tax Consequences when Making Compensation Decisions
Section 162(m) generally disallows a tax deduction to public companies such as Micron for annual compensation over $1,000,000 per person
paid to our Named Executive Officers and certain other current or former executive officers. Prior to fiscal 2019, qualifying performancebased 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 particularcompensation 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), it reserves the right to grant orapprove compensation or awards that may be non-deductible when it believes such compensation or awards are in our and ourshareholders’ best interests.

Stock Ownership Guidelines
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, and Sadana are required to holdshares 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.

48 | 2021 Proxy Statement

The following table shows compliance with the guidelines as of the Record Date:
Executive Officer

Guideline
Multiplier

Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana

5
3
3
3
3

Guideline
Amount(1)$7,090,000
2,144,880
2,189,250
1,874,250
2,346,750

Compliancewith Guideline
Yes
Yes
Yes
Yes
Yes

(1) Based on salary amounts as of the Record Date.
Please see page 23 for information on stock ownership guidelines for our directors.

COMPENSATION COMMITTEE REPORTThe 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.
The Compensation Committee
Richard M. Beyer
Robert E. Switz
MaryAnn WrightCompensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is or has been one of our officers or employees or an officer or employee of any of our
subsidiaries during fiscal 2021. During fiscal 2021, 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.

49

FISCAL 2021 SUMMARY COMPENSATION TABLE
The following table details the total compensation earned by our Named Executive Officers in fiscal 2021, 2020, and 2019.
Name and Principal Position

Year

Sanjay Mehrotra
President and Chief
Executive Officer
David A. Zinsner
Executive Vice President andChief Financial Officer
Manish Bhatia
Executive Vice President,
Global Operations
Scott J. DeBoer
Executive Vice President,
Technology and Products
Sumit Sadana
Executive Vice President
and Chief Business Officer

2021
2020
2019
2021
2020
2019
2021
2020
2019
2021
2020
2019
2021
2020
2019

Salary(1)$1,350,000 $
1,369,039
1,286,154
662,000
670,992
632,923
695,000
704,211
660,846
595,000
601,596554,462745,000
755,173
709,462

StockAwards(2)OptionAwards

18,499,995 $
14,999,989
11,999,963
4,999,957
4,000,021
3,000,019
5,999,969
5,000,012
3,800,003
4,999,957
3,750,026
3,000,019
6,500,005
5,500,013
4,399,958

Non-Equity
Incentive Plan
Compensation(3)
— $
—
—
—
—
—
—
—
—
—
—
—
—
—
—

All Other
Compensation(4)4,800,600 $
3,591,001
3,640,000
1,177,036
880,461
666,750
1,235,710
924,351
931,000
1,057,910
791,351
784,000
1,457,071
1,089,936
1,101,100

666,114 $
35,45918,634
14,50017,531
14,000622,194583,785594,806
15,70016,887
15,662
14,50014,25014,000Total
25,316,709
19,995,488
16,944,751
6,853,493
5,569,005
4,313,692
8,552,873
7,212,359
5,986,655
6,668,567
5,159,860
4,354,143
8,716,576
7,359,372
6,224,520(1) Our fiscal year is the 52 or 53-week period ending on the Thursday closest to August 31. Fiscal 2020 contained 53 weeks and fiscal

2021 and 2019 each contained 52 weeks. The amounts shown for salary for 2020 include an additional week as compared to 2021 and2019 in accordance with our fiscal calendar.

(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 2021, 2020, and 2019 was computed by multiplying (i) thetarget 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; or (b) the
fair value per share as calculated by the use of a Monte-Carlo simulation, which represents the most likely value if the award had amarket condition performance goal. Although the assumed probable outcome as of the grant date was achievement at the target level,
the terms of the awards for performance-based restricted stock unit awards granted in fiscal 2021, 2020, and 2019 also provide forachievement 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. Grant date fairvalues for both the target and maximum levels are consistent with the amounts used to determine compensation cost under AccountingStandards Codification 718.
2021
2020
2019
Performancebased Stock
Performance-based
Performance-based
Time-basedAward atTime-based
Stock Award at
Time-based
Stock Award at
Stock
Maximum Total Stock
Stock
Maximum Total Stock
Stock
Maximum Total Stock
Award
Level
AwardsAward
Level
AwardsAward
Level
AwardsExecutive Officer
Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana

50 | 2021 Proxy Statement$

9,249,995$
2,499,976
3,000,002
2,499,976
3,249,990

16,927,511$
26,177,506$
4,574,983 7,074,959
5,489,918 8,489,920
4,574,983 7,074,959
5,947,520 9,197,510

7,499,991$
2,000,010
2,500,013
1,874,986
2,750,014

13,561,648$
21,061,639$
3,616,464
5,616,474
4,520,545
7,020,558
3,390,485
5,265,471
4,972,609
7,722,623

6,000,001$
1,499,979
1,900,008
1,499,979
2,199,986

10,499,942$
2,625,056
3,324,990
2,625,056
3,849,962

16,499,943
4,125,035
5,224,998
4,125,035
6,049,948

(3) Amounts shown for each of the Named Executive Officers were paid pursuant to the EIP and relate to the achievement of certain
performance milestones.
(4) Includes matching contributions paid by us pursuant to our 401(k) plan. For fiscal 2021, $14,500 was contributed for each of Messrs.
Mehrotra, Zinsner, Bhatia, DeBoer, and Sadana. Includes matching contributions paid by us pursuant to our Health Savings Account infiscal 2021 for Mr. DeBoer in the amount of $1,200. The amounts for Mr. Bhatia include payments related to his overseas assignment in
Singapore, including any tax equalization payments. Employees who participate in our expatriate programs are responsible for
substantially the same income tax liability as they would have been had they worked exclusively in the United States. Each expatriate
employee is responsible for a hypothetical U.S. income tax liability based on an estimate of their anticipated U.S. income tax liability on
their stay-at-home income, and we are responsible for income tax liabilities associated with the assignment or host country taxes, asapplicable, and any additional taxes attributed to the international assignment. To the extent that tax years differ from the fiscal year inwhich the compensation was earned that gave rise to the expatriates’ income tax liability, or in the case that we have not reached theend of the tax year, the amount of tax equalization has been estimated. We estimate that Mr. Bhatia received or will receive no net
benefit from tax equalization in 2021, 2020, and 2019 because his hypothetical U.S. tax exceeded his actual and/or estimated global(U.S. and international) taxes in each year.
All Other Compensation for fiscal 2021 also includes the following for the Named Executive Officers mentioned below:•

Amount for Mr. Mehrotra includes $566,186 for personal security arrangements. While we do not consider personal security
measures to be a personal benefit, but instead appropriate expenses for the benefit of the Company that arise out of our executive’s
employment responsibilities and that are necessary to his job performance and to ensure the safety of Mr. Mehrotra and his family,
amounts represent payments for personal security arrangements. In determining to authorize these non-standard arrangements andexpenses, the Board evaluated the need to respond to specific incidents and threats, and has reviewed recommendations from aleading security firm. In addition, the Board has an annual process for oversight of the nature and cost of security measures and will
discontinue, adjust, or enhance security as appropriate.
Additionally, amount for Mr. Mehrotra includes $64,228 for the use of Company aircraft for personal travel, $16,397 for commuting
expense, $1,059 for a reimbursement of federal, state, and other income taxes from imputed income related to his commuting
expenses, and $3,744 in membership dues and other miscellaneous amounts.

•

Amount for Mr. Bhatia includes $108,985 for cash-payment allowances to Mr. Bhatia associated with his expatriate assignment,$288,936 in housing expenses, $147,911 in automobile expenses, and $61,464 in miscellaneous expense. Additionally, amount for
Mr. Bhatia includes $398 in membership dues and other miscellaneous amounts.

51

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2021
The table below sets forth the plan-based award grants to our Named Executive Officers in fiscal 2021.
Estimated Future Payouts under
Non-Equity Incentive
Plan Awards(1)Name

Grant Date Threshold

Sanjay Mehrotra

David A. Zinsner

Manish Bhatia

Scott J. DeBoer

Sumit Sadana

TargetMax

NA $ 1,350,000 $ 2,700,000 $ 5,400,000
10/16/20
10/16/20NA
331,000
662,000 1,324,000
10/16/20
10/16/20
NA
347,500
695,000 1,390,000
10/16/20
10/16/20
NA
297,500
595,000 1,190,000
10/16/20
10/16/20
NA
409,750
819,500 1,639,000
10/16/20
10/16/20

Estimated Future Payouts underEquity Incentive Plan Awards(2)Threshold37,62010,168

12,201

10,16813,218TargetMax

164,285

328,570

44,40153,28144,401

57,722All Other StockAwards:Number of
Shares ofStock orUnits(3)Grant Date
Fair Valueof Stock (orUnits)(4)

178,090$

9,250,000
9,249,995

48,132

2,499,980
2,499,976

57,7592,999,966
3,000,002

48,132

2,499,980
2,499,976

62,572

3,250,016
3,249,990

88,802

106,562

88,802

115,444(1) Represents estimated payouts for fiscal 2021 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 2021 under the 2007 Plan with performance-based and market-based restrictions.
The threshold amounts shown relate solely to the 2021 TSR PRSU Awards. For the 2021 High-Value Solutions PRSU Awards,
achievement at the relevant threshold level results in no payout. For all PRSU awards, achievement between the threshold level and the
maximum level is paid out based on interpolation between performance levels. Information related to the performance-based andmarket-based restrictions associated with these shares is contained in “Compensation Discussion and Analysis.”(3) Represents restricted stock awarded in fiscal 2021 under the 2007 Plan with time-based restrictions. Time-based restrictions on theseawards lapse in three equal installments over a three-year period from the date of the award.
(4) The value shown is based on the fair value as of the date of grant and was computed by multiplying (i) the target 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 markettrading day prior to the date of grant; or (b) the fair value per share as calculated by the use of a Monte-Carlo simulation, which
represents the most likely value if the award had a market condition performance goal.

Plan Information
The purpose of the 2007 Plan is to promote our success by linking the personal interests of our employees and officers to those of ourshareholders, and by providing participants with an incentive for outstanding performance. Permissible awards under the 2007 Plan include:
options, restricted stock, restricted stock units, stock appreciation rights, deferred stock units, and dividend equivalent rights. We have issued
options, restricted stock, restricted stock units, and dividend equivalent rights under the 2007 Plan. Options granted under the 2007 Plan
have an exercise price equal to the fair market value (as defined by the 2007 Plan) on the date of grant and, since March 2014, a

52 | 2021 Proxy Statement

term of eight years. For purposes of share counting, each restricted stock unit or share of restricted stock issued under the 2007 Plan
reduces the number of shares available for issuance by two.
Historically, we have provided annual bonuses to our executive officers pursuant to the EIP. As discussed above, in October 2021, theCompensation Committee reviewed the goals established under the EIP for fiscal 2021 and certified achievement of results.

Lapsing of Restrictions Associated with Restricted Stock and Restricted Stock Unit Awards
The restrictions associated with the restricted stock and restricted stock units granted to the Named Executive Officers include both timebased restrictions and performance-based restrictions. Time-based restrictions lapse in three equal installments over a three-year period.
The restrictions associated with performance-based awards are described below.

Issuance and Vesting of Performance-based Awards
Restricted Stock Units
Our executive officers received awards related to two performance goals: a high value solutions metric and a company valuation metric.
Please see “Fiscal 2021 Executive Compensation – Fiscal 2021 Long-Term Equity Incentives” section of the “Compensation Discussion andAnalysis.” The number of shares that will be received at the end of the three years varies between 0% and 200% of the targeted shareamount 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.
Cash Awards
Bonuses were paid to the Named Executive Officers in fiscal 2021 as a result of achievement of certain goals. Please see the “Fiscal 2021
Executive Compensation – Fiscal 2021 Short-Term Incentive Awards” section of the “Compensation Discussion and Analysis.”53

OUTSTANDING EQUITY AWARDS
AT 2021 FISCAL YEAR-END
The following table provides information with respect to outstanding stock options, restricted stock, and restricted stock units held as of
September 2, 2021, by our Named Executive Officers.
Option Awards
Number of Securities Underlying
Unexercised Options
Name
Sanjay Mehrotra

Exercisable(#)

Stock Awards

OptionExercise
Price($)

Unexercisable(#)

Shares or Units of Stock That
Have Not Vested
Number(#)

MarketValue($)(1)571,976
105,231—35,077(4)

28.20
5/8/2025
41.56 10/24/2025

47,237
107,619
178,090(2) $ 3,495,066(5)7,962,730(7) 13,176,879

David A. Zinsner

8,050

27,168

(13)

44.21

2/19/2026

12,017
11,80928,69948,132

(14)
(2)
(5)
(7)

889,138
873,748
2,123,439
3,561,287

Manish Bhatia

39,987

13,330(4)41.56 10/24/2025

15,471
14,95835,87357,759

(2)
(2)
(5)
(7)

1,144,699
1,106,742
2,654,243
4,273,588

Scott J. DeBoer

—

8,770

(4)

41.56 10/24/2025

11,80926,905
48,132

(2)
(5)
(7)

873,748
1,990,701
3,561,287

Sumit Sadana—

14,031(4)41.56 10/24/2025

17,32039,46162,572

(2)
(5)
(7)

1,281,507
2,919,719
4,629,702

54 | 2021 Proxy Statement$

OptionExpiration
Date

Equity Incentive Plan
Equity Incentive Plan
Awards: Number ofAwards: Market or
Unearned Shares,
Payout Value ofUnits or Other Rights Unearned Shares, Units
That Have Not
or Other Rights That
Vested(#)
Have Not Vested($)(1)18,98966,213
26,586
270,229
7,157
89,04575,240
4,747
16,554
6,647
72,176
1,912
24,066
20,335
6,013
20,967
8,419
90,6552,400
28,87924,402
4,747
16,554
6,647
67,667
1,792
24,066
20,335
6,962
24,278
9,748
98,9702,622
31,28626,436

(3) $
(6)
(8)
(9)
(10)
(11)
(12)
(3)
(6)
(8)
(9)
(10)
(11)
(12)
(3)
(6)
(8)
(9)
(10)
(11)
(12)
(3)
(6)
(8)
(9)
(10)
(11)
(12)
(3)
(6)
(8)
(9)
(10)
(11)
(12)

1,404,996
4,899,100
1,967,098
19,994,244
529,546
6,588,440
5,567,008
351,2311,224,830
491,8125,340,302
141,469
1,780,643
1,504,587
444,902
1,551,348
622,922
6,707,563
177,576
2,136,757
1,805,504
351,2311,224,830
491,812
5,006,681
132,590
1,780,643
1,504,587
515,118
1,796,329
721,255
7,322,790
194,0022,314,851
1,956,000

(1) Calculated by multiplying the number of shares of restricted stock or restricted stock units by $73.99, the closing price of our Common
Stock on September 2, 2021.
(2) Restrictions on shares lapsed on October 16, 2021.
(3) Represents the banked number of restricted stock units. Performance-based restrictions on stock units lapsed in October 2021 basedon the achievement of a free cash flow goal through fiscal 2021.
(4) Options vested on October 24, 2021.
(5) Restrictions on shares lapsed or will lapse, as applicable, in equal installments on October 16, 2021 and October 16, 2022.
(6) Represents the banked number of restricted stock units. Performance-based restrictions on stock units lapsed in October 2021 basedon the achievement of a high value solutions sales goal through fiscal 2020.
(7) Restrictions on shares lapsed or will lapse, as applicable, in equal installments on October 16, 2021, October 16, 2022, and October 16,
2023.
(8) Represents the banked number of restricted stock units. Performance-based restrictions on stock units lapsed in October 2021 basedon the achievement of a company valuation goal through fiscal 2019.
(9) Represents the banked number of restricted stock units. Performance-based restrictions on stock units lapsed or will lapse, asapplicable, in October 2021 and October 2022 based on the achievement of a high value solutions sales goal through fiscal 2020.
(10) Represents the banked number of restricted stock units. Performance-based restrictions on stock units lapsed or will lapse, asapplicable, in October 2021 and October 2022 based on the achievement of an rTSR goal through fiscal 2021.
(11) Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse in October 2022 andOctober 2023 based on the achievement of a high value solutions sales goal through fiscal 2022 and 2023.
(12) Represents the target number of restricted stock units. Performance-based restrictions on stock units lapse in October 2022 andOctober 2023 based on the achievement of a rTSR goal through fiscal 2022 and 2023.
(13) Options vest on February 19, 2022.
(14) Restrictions on shares lapse on February 19, 2022.

55

OPTION EXERCISES AND STOCK VESTED IN FISCAL 2021
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 2021 and the value realized.
Option Awards
Number of Shares
Acquired on
Value Realized on
Exercise
Exercise(1)Name

Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana—
73,451 $—75,267100,177—
2,685,147—
3,528,328
4,454,410

Stock Awards
Number of Shares
Acquired on
Value Realized on
Vesting(2)Vesting(3)448,662 $103,167
144,007
109,885
149,543

29,223,664
6,785,728
8,737,054
6,664,569
9,337,633(1) Calculated as the aggregate value of the number of options exercised multiplied by the difference between the fair market value pershare at the time of the exercise and the exercise price of the option.
(2) Includes performance-based restricted units vested in October 2021 based on performance completed by the end of fiscal 2021 andperformance-based restricted units for which time-based restrictions lapsed in fiscal 2021 but for which the performance condition had
been met in prior years. Excludes performance-based restricted units vested in October 2020 based on performance completed by theend of fiscal 2020 and performance-based restricted units with time-based restrictions that had met the performance-based condition but
for which the time-based restriction had not lapsed by the end of fiscal 2021.
(3) Value calculated by multiplying number of shares by the market value per share on the vesting date.

2021 NONQUALIFIED DEFERRED COMPENSATION
Mr. Mehrotra is the only Named Executive Officer who has participated in the Micron Technology, Inc. Deferred Compensation Plan (the“Deferred Compensation Plan”) through the end of fiscal 2021.

Name

Sanjay Mehrotra

Executive
Registrant
Aggregate
Contributions in Contributions in
Aggregate
Aggregate
Balance at Last
Last Fiscal Year Last Fiscal Year Earnings in Last Withdrawals/Distributions Fiscal Year-End($)(1)($)
Fiscal Year ($)($)($)(2)$
6,234,092$
2,444,539 $— $1,559,326 $(877,781) $6,234,092(1) $649,039 included in the Summary Compensation table in the “Salary” column and $1,795,500 included in the “Non-Equity Incentive
Plan Compensation” column for fiscal 2021.
(2) Balance as of the beginning of fiscal 2021 was $3,108,008.

Summary of Material Terms of Deferred Compensation Plan
The Deferred Compensation Plan is a nonqualified deferred compensation plan under which designated eligible participants may elect todefer compensation. Eligible participants include a select group of management and other employees of the Company that meet certain
compensation requirements, including each of the Company’s Named Executive Officers. Pursuant to the Deferred Compensation Plan andsubject 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 theiraccount balances upon a fixed date, or their separation

56 | 2021 Proxy Statement

from service with the Company, or the earlier of a fixed date or 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 participant’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.
Compensation deferred under the Deferred Compensation Plan represents an unsecured obligation of the Company. Amounts deferredunder the Deferred Compensation Plan are held in a separate rabbi trust established to pay Plan benefits.

CHIEF EXECUTIVE OFFICER PAY RATIOIn 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 annual total compensation of our median employee, excluding our Chief Executive Officer, for fiscal 2021 was $64,827.
The annual total compensation of our Chief Executive Officer for fiscal 2021 was $25,316,709.
The ratio of the annual total compensation of our Chief Executive Officer to that of our median employee for fiscal 2021 wasestimated to be 391 to 1.

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 by the SEC rules, we used base salary, bonuses, and grant date fair value of equity awards
granted to employees in fiscal 2021, as reported in our payroll data, to identify our median employee. When calculating our mediancompensation for fiscal 2021, we utilized our global employee population and exchange rates as of September 2, 2021. As of September 2,
2021, our employee population was approximately 43,000. This includes all regular, part-time, and temporary employees. No exclusions
were made for countries, employee types, or acquisitions.
The Median Compensation Employee for fiscal 2021 was an Equipment Engineer in Taiwan. We determined actual total compensation inaccordance with Item 402(c)(2)(x) of Regulation S-K and in the same manner as our Chief Executive Officer in the Summary Compensation
Table using the daily average New Taiwan dollar exchange rates for compensation paid to the Median Compensation Employee during fiscal
2021. We compared this value 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.
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. Based on the above, the ratio shown above of the annual totalcompensation of our Chief Executive Officer to the annual total compensation of the Median Compensation Employee for fiscal 2021 is areasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE
IN CONTROLThe 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 in control as described in the “Severance and Change in Control
Arrangements” section of the “Compensation Discussion and57

Analysis.” The amounts listed for the Named Executive Officers are estimated amounts that were calculated as if a change in control
occurred on September 2, 2021, or the Named Executive Officers separated from service on September 2, 2021, the last day of fiscal 2021.

Potential Payment upon Termination without Change in Control
All the Named Executive Officers have severance agreements. Payments and benefits upon termination for Messrs. Mehrotra, Zinsner,
Bhatia, and Sadana are payable only if their employment with the Company terminates as a result of death or disability, the Company
terminates their employment without cause, or they resign for good reason.
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 theNamed 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 ofmonths 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 asix-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.

Name

Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana

Salary(1)Bonus(2)

Value of
Value of
Extended
Extended
Cash in Lieu of Option Vesting Restricted
Benefitsand Exercise
Stock
Payment(3)Term (4)Vesting(5)$ 2,700,000 $ 10,000,000 $
662,000
1,177,036
695,000
1,235,710
595,000
1,057,910
745,000
1,457,071

390,263 $
91,747
59,69597,89189,052

Value ofUnearned
Performance Based StockAwards(6)1,256,904 $ 11,868,662 $
865,358
4,011,664
475,025
5,003,056
291,662
3,056,157
466,618
4,284,539

18,533,015 $
4,808,758
6,061,705
4,637,471
6,791,098

Total
44,748,844
11,616,563
13,530,191
9,736,091
13,833,378(1) Represents one year of the Named Executive Officer’s salary as of September 2, 2021, except for Mr. Mehrotra, which represents two
years of salary as of September 2, 2021.
(2) Represents the actual EIP bonus paid for fiscal 2021, 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.

58 | 2021 Proxy Statement

(4) Represents the total value of stock options that are exercisable as of September 2, 2021 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 September 2, 2021 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-freeinterest rates utilized are based on the U.S. Treasury yield as of September 2, 2021.
(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 $73.99, ourclosing stock price on September 2, 2021.
(6) Represents the value resulting from the vesting of performance based restricted awards 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$73.99, our closing stock price on September 2, 2021.

Potential Payment under Termination with Change in Control
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, including “double-trigger” vesting provisions in the event of achange in control. As a result, if awards 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 theeffective date of the change in control, the participant’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 theapplicable restrictions would lapse upon occurrence of the double-trigger event. For our Named Executive Officers, upon the occurrence of adouble-trigger event, outstanding performance-based awards are treated as if all required performance goals were satisfied at the target
level, and the awards vested, on the date of the double-trigger event, except that if applicable performance goals have been exceeded, orthe applicable performance period has been completed, at the time of a double-trigger event, performance-based awards will be treated as if
relevant performance goals were satisfied at the actual level instead of the target level, subject to any applicable caps.
Under the EIP, a change in control results in an early payout of awards, to the extent earned. Upon a change in control, performanceachievement 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 Messrs. Mehrotra,
Zinsner, Bhatia, and Sadana provide for transitional benefits for change in control separation. Change in control separation means aqualifying 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,” and “Cash in Lieu of Benefit” are paid in a lump sum within 60 days from the date ofseparation, subject to the possibility of a six-month delay that may be required by Section 409A. All outstanding time-based andperformance-based awards would become fully vested.
The compensation that executive officers could receive if a change in 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.

59

The following table sets forth the estimated benefits payable to the Named Executive Officers pursuant to change in control agreements orprovisions, assuming a change in control separation occurred on September 2, 2021.
Cash in Lieu ofBenefits
Value of
Value of Stock
Name
Salary(1)Bonus(2)Payment(3)Options(4)Awards(5)Total
Sanjay Mehrotra
David A. Zinsner
Manish Bhatia
Scott J. DeBoer
Sumit Sadana$

2,700,000 $993,000
1,042,500
595,000
1,117,500

10,000,000 $
1,177,036
1,235,710
1,057,910
1,457,071

390,263 $
137,62189,54397,891
133,579

1,137,547 $
809,063432,292
284,411455,025

65,585,106 $18,282,485
22,625,846
12,939,914
23,651,273

79,812,916
21,399,205
25,425,891
14,975,126
26,814,448(1) Represents one and a half years of the Named Executive Officer’s salary as of September 2, 2021, except for Mr. Mehrotra, which
represents two years of his salary as of September 2, 2021, and for Mr. DeBoer, which represents one year of his salary. Mr. DeBoer’s
severance agreement does not provide for additional benefits upon separation due to a change in control.
(2) Represents the actual EIP bonus paid for fiscal 2021, 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 of such benefits, and Mr. DeBoer, which
represents 12 months of such benefits. Mr. DeBoer’s severance agreement does not provide for additional benefits upon separation due
to a change in control. 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 September 2, 2021. Amount shown iscalculated as the excess of $73.99, the closing price of our stock on September 2, 2021, over the exercise price of the options that would
have been subject to accelerated vesting due to a change in control.
(5) All outstanding time-based and performance-based restricted stock awards would have fully vested at target or actual achievement level
on September 2, 2021, except for Mr. DeBoer, whose separation agreement does not include a change in control provision. Mr. DeBoer’s
fiscal 2020 and 2021 performance-based restricted stock awards each have a performance period of three years, and two-thirds of his
fiscal 2020 and one-third of his fiscal 2021 performance-based awards would have vested on September 2, 2021. The amount shown iscalculated as the number of shares upon which restrictions would lapse, multiplied by $73.99, the closing price of our Common Stock on
September 2, 2021.

60 | 2021 Proxy Statement

EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of September 2, 2021 regarding shares of Common Stock that may be issued pursuant to ourequity compensation plans:(b) Weighted(a) Number of
Average Exercise(c) Number of Securities
Securities to be
Price of
Remaining Available for
Issued Upon Exercise
Outstanding
Future Issuance Under Equityof Outstanding
Options,
Compensation Plans
Options, Warrants and Warrants and(Excluding Securities
RightsRights(1)Reflected in Column (a))
Equity Compensation Plans Approved by Shareholders(2)Equity Compensation Plans Not Approved by Shareholders(4)23,292,704 $
1,238,362
24,531,066

Totals(6)

28.98
27.05
28.32

100,552,614 (3)3,247,862 (5)103,800,476(1) Excludes restricted stock that converts to shares of Common Stock for no consideration and excludes ESPP shares for which theexercise price will not be fixed until the purchase date.
(2) Includes shares issuable or available pursuant to our 2004 Equity Incentive Plan (the “2004 Plan”), 2007 Plan, and Employee Stock
Purchase Plan (the “ESPP”). The 2004 Plan and the 2007 Plan provide for a maximum term for options and Stock Appreciation Rights(“SARs”) of eight years. The 2004 Plan and 2007 Plan are our only plans that permit granting of awards other than stock options. The
2004 Plan and the 2007 Plan provide that awards other than stock options or SARs reduce the number of available shares under theplan 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.
(3) If issuing full-value awards, the number of available shares is 61,591,928. The 2004 Plan and 2007 Plan permit granting options and fullvalue awards.
(4) Includes shares issuable or available pursuant to our Nonstatutory Stock Option Plan (the “NSOP”). Options granted under the NSOP
have terms ranging from six to ten years. The exercise price and the vesting schedule of the options granted under this plan aredetermined by the administrators of the plan or our Board of Directors. Executive officers and directors do not participate in the NSOP.
(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:

Equity Plan
Plans Approved by Shareholders
2004 Plan
2007 Plan
ESPP
Approved Plan Total
Plans Not Approved by Shareholders
NSOP
Not Approved Plan Total
Grand Total(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))

6,912,728 (1)14,583,231 (2)1,796,745
23,292,704

1,709,730
76,211,642
22,631,242
100,552,614

1,238,362
1,238,362
24,531,066

3,247,862
3,247,862
103,800,476(1) Includes 5,700,897 restricted stock units and excludes 425,496 shares of restricted stock.
(2) Includes 13,437,796 restricted stock units and excludes 516,575 shares of restricted stock.

61

AUDIT COMMITTEE MATTERSPROPOSAL 3 – RATIFICATION OF APPOINTMENT 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 September 1, 2022. 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 sharesvoting 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, will have the opportunity to make a statement if they so desire,and are expected to be available to respond to appropriate questions.

BOARD RECOMMENDATIONThe Board of Directors recommends voting “FOR” the ratification of the appointment ofPricewaterhouseCoopers LLP.
Fees Paid
Fees charged for services performed by PwC for fiscal 2021 and 2020 were as follows:
2021
2020
(amounts in millions)Audit fees(1)Audit-related fees(2)Tax fees(3)All other fees(4)

$

$

7.8 $
0.1
2.0
—
9.9 $

7.7
0.3
2.2
—
10.2

(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.
(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 POLICY
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 withthe rules and regulations of the SEC. In fiscal 2021 and 2020, 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.

62 | 2021 Proxy Statement

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORSThis 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 Boardof 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 adequacy of our internal controls and procedures, (iii) the performance of our internal audit function, (iv) the qualifications,performance, 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 2021, has expressed in our Annual Reporton Form 10-K its opinion as to the conformity of our consolidated financial statements with accounting principles generally accepted in the
United States. The Audit Committee has discussed with PwC the matters that are required to be discussed by the applicable requirements of
the Public Company Accounting Oversight Board. PwC has provided to the Audit Committee the written disclosures and the letter required by
the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee and PwC also discussed PwC’s
independence, including the non-audit services PwC provided to us as described above, and concluded that PwC was independent for fiscal
2021.
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 2021, appointed PwC as our Independent
Registered Public Accounting Firm for the fiscal year ending September 1, 2022, and approved and authorized PwC to carry out and perform
certain specified non-audit services for us in fiscal 2022.
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 theaudit 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.
The Audit Committee
Lynn A. Dugle
Steven J. Gomo
Mary Pat McCarthy63

PRINCIPAL SHAREHOLDERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth security beneficial ownership information of our Common Stock as of the Record Date, based on the mostcurrent information provided to us by the beneficial owners, available to us from our own records or provided in SEC filings made by thebeneficial 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:
Number of
Total
SharesRight toBeneficial
Percent ofName of Beneficial Owner
Owned(1)Acquire(2)Ownership
Class(3)The Vanguard Group, Inc.(4)BlackRock, Inc.(5)Richard M. Beyer
Manish Bhatia
Scott J. DeBoer
Lynn A. Dugle
Steven J. Gomo
Linnie Haynesworth
Mary Pat McCarthy
Sanjay Mehrotra(6)Sumit Sadana (7)Robert E. Switz
MaryAnn WrightDavid A. Zinsner(8)All directors and executive officers as a group (16 persons)*

87,622,245
84,264,547
94,921
310,206
201,587
9,327
19,100
5,308
19,100911,590
200,899
65,10315,009223,164
2,617,073———
53,317—————712,284
14,031———
923,80287,622,245
84,264,547
94,921
363,523
201,587
9,327
19,100
5,308
19,1001,623,874
214,930
65,10315,009223,164
3,540,875

7.8 %
7.5 %
*
*
*
*
*
*
*
*
*
*
*
*
*

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, 2020, The Vanguard Group, Inc. (“Vanguard”) had sole dispositive power as to 82,778,144 shares, shared voting
power as to 1,796,238 shares, and shared dispositive power as to 4,844,101 shares. This information was taken from Schedule 13G
filed on February 10, 2021. Vanguard’s business address is 100 Vanguard Blvd., Malvern, PA 19355.
(5) As of December 31, 2020, BlackRock, Inc. had sole voting power as to 73,893,123 shares and sole dispositive power as to 84,264,547
shares. This information was taken from Schedule 13G filed on February 5, 2021. BlackRock’s business address is 55 East 52nd
Street, New York, NY 10055.
(6) Includes 61,854 shares held by the Sangeeta Mehrotra 2020 Grantor Retained Annuity Trust II, 28,500 shares held by the Sangeeta
Mehrotra 2021 Grantor Retained Annuity Trust II, and 170,000 shares held by the Sangeeta Mehrotra 2021 Grantor Retained Annuity
Trust V.
(7) Includes 33,000 shares held by the S. Sadana and S. Sadana Trustee Sadana Living Trust held with spouse.
(8) Includes 96,206 shares held by the DZHS Community Property Trust.

64 | 2021 Proxy Statement

NOTICE OF ELECTRONIC AVAILABILITY OF PROXY MATERIALS
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on January 13, 2022. The
Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
As permitted by rules recently adopted by the SEC, we are making our proxy material available to our shareholders electronically via theInternet. 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 andwould like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the
Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoingbasis.

INCORPORATION BY REFERENCE OF CERTAIN FINANCIAL INFORMATION
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 2021. The Annual Report on Form 10-K for fiscal 2021 accompanies this Proxy Statement. Copies of theAnnual Report on Form 10-K for fiscal 2021 may be obtained without charge by sending a written request to: Micron
Technology, Inc., Attn.: Corporate Secretary, 8000 South Federal Way, Boise, Idaho 83716-9632. Our Annual Report on Form 10-K also
is available in the “Investor Relations” section of our website at www.micron.com.

HOUSEHOLDING OF PROXY STATEMENTS AND ANNUAL REPORTS
We are allowed and intend to deliver only one copy of the Notice regarding the Internet availability of proxy materials or one set of printed
proxy materials (i.e., our 2021 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.
If you share an address with other registered shareholders and your household receives one copy of the Notice of Internet availability or ofthis Proxy Statement and 2021 Annual Report on Form 10-K and you decide you want a separate copy of this Proxy Statement and 2021
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, 8000 South Federal Way, Boise, Idaho 83716-9632 or corporatesecretary@micron.com or(208) 368-4000. Additionally, for registered shareholders to resume the mailing of individual copies of future annual reports, proxystatements, proxy statements combined with a prospectus, and information statements to a particular shareholder, you may contact EQ
Shareowner Services, Attn.: Householding, P.O. Box 64854, St. Paul, Minnesota 55164-0874 and your request will be effective within
30 days after receipt. After the Annual Meeting, you may request householding of these documents, including notices, by providing EQ
Shareowner 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 thoseshareholders.
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 2021 Annual Report on Form 10-K by contacting your bank, broker, or other nominee.

65

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements
may be identified by words such as “anticipate,” “expect,” “intend,” “pledge,” “committed,” “plans,” “opportunities,” “future,” “believe,” “target,”“on track,” “estimate,” “continue,” “likely,” “may,” “will,” “would,” “should,” “could,” and variations of such words and similar expressions.
However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Specific forward-looking
statements include, but are not limited to, statements such as those made regarding our expected capital expenditures; growth of the amountof our quarterly dividend; our expected results for fiscal 2022; our DEI commitments; our Sustainability commitments, goals, and expected
improvements; the outlook for the memory and storage market; expected timing of, and cost reductions from, new technology nodes; andestimated payments to our Named Executive Officers upon termination or change in control. Actual events or results could differ materiallyfrom those contained in the forward-looking statements. Please refer to the documents we file from time to time with the SEC, specifically ourmost recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. These documents contain and identify
important factors that could cause our actual results to differ materially from those contained in the forward-looking statements (see the “Risk
Factors” section in our Form 10-K and any subsequent Form 10-Q). 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 ourviews as of any subsequent date. Although we believe that the expectations reflected in the forward-looking statements are reasonable, wecannot 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 applicable law requires us to do so.

DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR FISCAL 2022 ANNUAL MEETING
Proposals by our shareholders which are intended to be presented at our Fiscal 2022 Annual Meeting of Shareholders, including proposals
submitted pursuant to Exchange Act Rule 14a-8 as well as for director nominees, must be received by us at our principal executive offices
located at 8000 South Federal Way, Boise, Idaho 83716-9632, Attn.: Corporate Secretary, no later than August 4, 2022, and must also be incompliance with our Restated Certificate of Incorporation, our Amended and Restated Bylaws, and applicable laws and regulations in order
to be included in the proxy statement and proxy card relating to that meeting. Proposals which are received after August 4, 2022, will be
untimely and will not be considered at the meeting.
December 2, 2021
THE BOARD OF DIRECTORS

66 | 2021 Proxy Statement