Salesforce, Inc.
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DEF 14A
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UNITED STATES
SECURITIES 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
Salesforce, 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 all boxes that apply):
   No fee required
   Fee paid previously with preliminary materials
   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(l)
and
0-11
 
 
 


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Letter from our Chair and Chief Executive Officer

May 16, 2024

Dear Fellow Stockholders,

As we celebrate our 25th year, I’ve never been more excited about the future of our company and our industry. We had another incredible year at Salesforce in fiscal year 2024, and we’re exceptionally well-positioned to continue delivering profitable growth and leading our customers into this new AI era. Salesforce brings together best-in-class CRM apps for sales, service, marketing, commerce, and more with trusted AI and data all on one integrated platform.

This has been a remarkable year of transformation for our company—restructuring our business for the short and long term; increasing productivity, profitability, and operational excellence across the board; doubling down on innovation and making our core products even better; and strengthening our relationships with all of you—our stockholders. Our transformation is reflected in the strong results you saw throughout fiscal year 2024.

Guided by our core values of trust, customer success, innovation, equality, and sustainability, we look forward to continuing our partnership with you, delivering on our commitments for profitable growth and leading our customers and industry into the next step of this AI revolution.

Accordingly, we would like to invite you to attend the 2024 Annual Meeting of Stockholders of Salesforce, Inc. on Thursday, June 27, 2024 at 11:00 a.m. Pacific Time. This year, building on the success of recent years, we are continuing to use a virtual meeting format to provide a consistent experience to all stockholders regardless of location and to reduce the environmental impact of our meeting. We will provide a live audio webcast of the annual meeting at www.virtualshareholdermeeting.com/CRM2024.

At this year’s meeting, we will vote on the election of directors, an amendment of our Restated Certificate of Incorporation to provide exculpation from liability for certain officers in accordance with recent amendments to Delaware law, an amendment and restatement of our 2013 Equity Incentive Plan, and the ratification of the selection of Ernst & Young LLP as Salesforce’s independent registered public accounting firm. We will also conduct a nonbinding advisory vote to approve the compensation of Salesforce’s named executive officers. If properly presented at the meeting, we will also consider three stockholder proposals as described in the Notice of 2024 Annual Meeting of Stockholders and Proxy Statement. Finally, we will transact such other business as may properly come before the meeting, and stockholders will have an opportunity to ask questions.

Your vote is important. Whether or not you plan to participate in the annual meeting, please vote as soon as possible. You may vote over the Internet or, if you requested printed copies of the proxy materials be mailed to you, by telephone or by mailing a completed proxy card or voting instruction form. Your vote by proxy will ensure your representation at the annual meeting regardless of whether you participate in the meeting. Details regarding the annual meeting and the business to be conducted are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.

Thank you for your trust and ongoing support of Salesforce.

 

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Marc Benioff

Chair of the Board of Directors

Chief Executive Officer

  


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Letter from our Lead Independent Director

May 16, 2024

Dear Fellow Stockholders,

As Lead Independent Director of the Salesforce Board of Directors, I have the privilege of sharing an update on the Board’s actions and priorities. As we approach the 2024 Annual Meeting and reflect on a truly extraordinary year for Salesforce, I thank you for your trust and investment in our company and long-term business strategy.

Oversight of Salesforce’s Transformation

In fiscal 2024, we made transformative change and innovated at a rapid pace while advancing our commitment to profitable growth and value creation for our stockholders in both the near and long term. Our Board, including through our dedicated Business Transformation Committee, has spent the last year closely overseeing management’s efforts to transform the business and strengthen our foundation for sustained operational excellence and value creation.

We are extremely proud of Salesforce’s commitment to improving operational efficiencies while also delivering incredible innovation for our customers and returns for our stockholders. In fiscal 2024, Salesforce achieved record margin growth and cash flow as the company continued to innovate across its entire portfolio of industry-leading products and deliver groundbreaking advancements, like Data Cloud and Einstein Copilot, to help our customers transform for the AI future. As a result of actions taken, including the progress made on the restructuring plan announced in late fiscal 2023, the company also saw significant improvements in its operating expenses across all operating categories and we expect to maintain this focus of operational discipline over the longer term.

With the emergence of the next generation of AI and the transformation of our broader industry, Salesforce is positioned to lead customers into an exciting new era of productivity and growth. Our Board is confident in Salesforce’s ability to drive innovation and advance our business while upholding the company’s core values of trust, customer success, innovation, equality, and sustainability.

Capital Allocation Framework

Our Board also continues to oversee substantial changes to Salesforce’s capital allocation framework, consistent with our commitment to drive long-term cash flow. In February 2024, our Board was pleased to declare Salesforce’s first-ever cash dividend program, building on our recently enhanced capital return strategy. Following the inauguration of Salesforce’s share repurchase program in late 2022, our Board has twice increased the authorized repurchases by $10.0 billion, most recently in February 2024, for an aggregate total authorization of $30.0 billion. And since the inception of this program, Salesforce has returned $11.7 billion of capital to stockholders through share repurchases as of the end of fiscal 2024. Our share repurchases fully offset our stock based compensation in fiscal 2024.

Stockholder Engagement

As you have heard from Marc, building even stronger relationships with our stockholders through our robust outreach program was a key priority for both the company and our Board. Oscar Munoz, Chair of our Business Transformation Committee, John Roos, Chair of our Compensation Committee, and I had the opportunity to directly engage with stockholders to discuss a range of matters over the past year, including our long-term growth strategy, financial and operational priorities, human capital management, and governance practices. We appreciate the insights shared and look forward to hearing your views as we continue to move forward. And as further discussed in the proxy statement, our Board continued to leverage our ongoing board evaluation process and director skills matrix to make sure our board composition is well-matched to the opportunities and needs of our business going forward.

Salesforce recently celebrated our first 25 years as a company. As we build on this quarter-century of innovation, Marc and I, on behalf of all our directors, are confident that Salesforce is well-positioned to continue delivering profitable growth for our customers, employees, communities, and investors over the coming years. We thank you for continuing to join us on this journey as we blaze a new trail in this rapidly changing industry.

 

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Robin Washington

Lead Independent Director

 


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Salesforce, Inc.

415 Mission Street

3rd Floor

San Francisco, California 94105

 

 NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held Thursday, June 27, 2024

TO THE STOCKHOLDERS OF SALESFORCE, INC.:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Salesforce, Inc., a Delaware corporation (“Salesforce”), will be held on Thursday, June 27, 2024 at 11:00 a.m. Pacific Time.

This year’s meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/CRM2024.

The items of business are:

 

  1.

To elect Marc Benioff, Laura Alber, Craig Conway, Arnold Donald, Parker Harris, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, Robin Washington, Maynard Webb and Susan Wojcicki to serve as directors;

 

 

  2.

To amend our Restated Certificate of Incorporation to provide exculpation from liability for certain officers of Salesforce in accordance with recent amendments to Delaware law;

 

 

  3.

To amend and restate our 2013 Equity Incentive Plan to increase the number of shares reserved for issuance by 36 million shares and extend the plan term;

 

 

  4.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025;

 

 

  5.

To approve, on an advisory basis, the fiscal 2024 compensation of our named executive officers; and

 

 

  6.

To consider and act upon three stockholder proposals described in the Proxy Statement, if properly presented at the meeting.

 

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. We also will transact any other business that may properly come before the Annual Meeting. At this time we are not aware of any such additional matters.

Stockholders of record at the close of business on May 1, 2024 are entitled to receive notice of, and to vote at, the Annual Meeting as well as any and all adjournments, continuations or postponements thereof.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 12:00 p.m. Pacific Time on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of Salesforce’s website at investor.salesforce.com.

This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy Statement and the 2024 Annual Report are first being made available to stockholders on May 16, 2024.

On behalf of the Board of Directors,

 

 

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Sarah Dods

Secretary

San Francisco, California

May 16, 2024

WHETHER OR NOT YOU EXPECT TO PARTICIPATE IN THE VIRTUAL ANNUAL MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING. YOU MAY VOTE ONLINE OR, IF YOU REQUESTED PRINTED COPIES OF THE PROXY MATERIALS, BY TELEPHONE OR BY USING THE PROXY CARD OR VOTING INSTRUCTION FORM PROVIDED WITH THE PRINTED PROXY MATERIALS.

 


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PROXY STATEMENT FOR

2024 ANNUAL MEETING OF STOCKHOLDERS

Table Of Contents

 

 

About the Annual Meeting

     1  

Who is soliciting my vote?

     1  

When and where will the Annual Meeting take place?

     1  

Why are you holding a virtual Annual Meeting?

     1  

Where can I access the proxy materials?

     1  

How many votes do I have?

     1  

What will I be voting on?

     2  

How do I vote in advance of the virtual Annual Meeting?

     2  

How do I participate in the virtual Annual Meeting?

     3  

Fiscal Year 2024 In Review

     4  

Business Overview

     4  

Financial Highlights

     5  

Human Capital Management

     5  

Year-Round Stockholder Engagement

     6  

Board and Governance Best Practices

     7  

Directors and Corporate Governance

     8  

Board Nominees

     8  

Corporate Governance Practices

     23  

Board Independence

     24  

Board Leadership Structure

     24  

Board Meeting Attendance and Director Communications

     25  

Board Committees and Responsibilities

     26  

Identification and Evaluation of Director Nominees

     28  

Board’s Role in Risk Oversight

     29  

Annual Board Evaluation Process

     30  

Compensation of Directors

     30  

Director Stock Ownership Requirement

     31  

ESG At Salesforce

     32  

Environment

     32  

Social

     33  

Governance

     35  

Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters

     37  

Equity Compensation Plan Information

     39  

Material Features of the 2014 Inducement Equity Incentive Plan

     39  

Material Features of the MetaMind, Inc. 2014 Stock Incentive Plan

     40  

A Letter from Our Compensation Committee

     41  

Compensation Discussion and Analysis

     42  

Named Executive Officers

     42  

Executive Summary

     42  

Stockholder Engagement, Board Responsiveness and Program Evolution

     44  

Compensation Philosophy and Practices

     45  


 

 

TABLE OF CONTENTS

(CONTINUED)

 

 

Compensation Elements and Compensation for Named Executive Officers

     47  

NEO Compensation-Setting Process

     58  

Summary Information on Fiscal 2025 Compensation Decisions

     59  

Other Compensation Policies

     60  

Post-Employment Compensation

     60  

Tax and Accounting Considerations

     61  

Compensation Risk Assessment

     62  

Summary Compensation Table

     63  

Grants of Plan-Based Awards Table

     65  

Outstanding Equity Awards at Fiscal 2024 Year-End Table

     67  

Option Exercises and Stock Vested Table

     69  

Employment Contracts and Certain Transactions

     70  

Fiscal 2024 CEO Pay Ratio

     73  

Pay Versus Performance

     74  

Committee Reports

     78  

Report of the Compensation Committee of the Board of Directors

     78  

Report of the Audit Committee of the Board of Directors

     79  

Proposal 1 — Election of Directors

     81  

Proposal 2 — Approval of an Amendment of the Company’s Certificate of Incorporation

     82  

Proposal 3 — Approval of an Amendment and Restatement of the Company’s 2013 Equity Incentive Plan

     84  

Proposal 4 — Ratification of Appointment of Independent Auditor

     95  

Proposal 5 — Advisory Vote to Approve Named Executive Officer Compensation

     97  

Proposal 6 — Stockholder Proposal Regarding an Independent Chair of the Board

     98  

Proposal 7 — Stockholder Proposal Requesting Stockholder Approval of Certain Executive Severance Arrangements

     101  

Proposal 8 — Stockholder Proposal Requesting a Report on Viewpoint Restriction Risks

     104  

Procedural Matters

     107  

General

     107  

Stockholders Entitled to Vote; Record Date

     107  

Quorum; Abstentions; Broker Non-Votes

     107  

Voting; Revocability of Proxies

     108  

Expenses of Solicitation

     108  

Procedure for Introducing Business or Director Nominations at Our 2025 Annual Meeting of Stockholders

     108  

Delivery of Proxy Materials

     109  

Transaction of Other Business

     110  

Appendix A: GAAP to Non-GAAP Financial Reconciliation

     A-1  

Appendix B: Proposed Amendment to the Restated Certificate of Incorporation of Salesforce, Inc.

     B-1  

Appendix C: Amended and Restated 2013 Equity Incentive Plan

     C-1  


 

NOTE ABOUT FORWARD-LOOKING

STATEMENTS

 

 

 

Note About Forward-Looking Statements

 

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements about the Company’s future growth and profitability, Board of Directors, corporate governance practices, executive compensation program, equity compensation utilization and environmental and sustainability plans and goals, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2024 Annual Report on Form 10-K.

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to Be Held on June 27, 2024. The Proxy Statement and Annual Report for the fiscal year ended January 31, 2024 are available at www.proxyvote.com.

 


 

 

ABOUT THE ANNUAL MEETING

 

 

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

 

The Board of Directors of Salesforce, Inc. (the “Board”) is soliciting your vote at Salesforce’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Unless otherwise indicated, references in this Proxy Statement to “Salesforce,” “we,” “us,” “our” and the “Company” refer to Salesforce, Inc.

When and where will the Annual Meeting take place?

 

The Annual Meeting will take place on Thursday, June 27, 2024 at 11:00 a.m. Pacific Time. The Annual Meeting will occur as a virtual meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/CRM2024.

Why are you holding a virtual Annual Meeting?

 

We are utilizing a virtual meeting format for our Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. A virtual meeting also enhances stockholder access and engagement and reduces the environmental impact of our Annual Meeting. In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.

Where can I access the proxy materials?

 

Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), we have provided access to our proxy materials primarily over the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) has been mailed (or, if requested, emailed) to stockholders owning our stock as of the record date, May 1, 2024. Our proxy materials were mailed to those stockholders who have asked to receive paper copies. Instructions on how to access the proxy materials over the Internet, receive our proxy materials via email or request a printed copy by mail may be found in the Internet Notice.

By accessing the proxy materials on the Internet or choosing to receive your future proxy materials by email, you will reduce the cost of printing and mailing documents to you and will reduce the impact of the Annual Meeting on the environment. If you choose to receive future proxy materials by email, and you are a Salesforce stockholder as of the record date for next year’s annual meeting, you will receive an email next year with instructions containing a link to those materials. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy or voting instruction form. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating such election.

How many votes do I have?

 

All of our stockholders have one vote for every share of Salesforce common stock owned as of our record date of May 1, 2024.

 

 

 

 

SALESFORCE 2024 PROXY STATEMENT

 

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ABOUT THE ANNUAL MEETING (CONTINUED)

 

 

 

What will I be voting on?

 

 

Stockholders will be asked to vote on the following matters at the Annual Meeting:

 

Management Proposals

   Board’s Recommendation    Page References

1. To elect Marc Benioff, Laura Alber, Craig Conway, Arnold Donald, Parker Harris, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, Robin Washington, Maynard Webb and Susan Wojcicki to serve as directors.

   FOR   

81

2. To amend our Restated Certificate of Incorporation to provide for officer exculpation.

   FOR   

82

3. To amend and restate our 2013 Equity Incentive Plan to increase the number of shares reserved for issuance by 36 million shares and extend the plan term.

   FOR   

84

4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025.

   FOR   

95

5. To approve, on an advisory basis, the fiscal 2024 compensation of our named executive officers.

   FOR   

97

Stockholder Proposals

         

6. To consider a stockholder proposal requesting a policy to require the Chair of the Board be an independent member of the Board and not a former CEO of the Company, if properly presented at the meeting.

   AGAINST   

98

7. To consider a stockholder proposal requesting stockholder approval of certain executive severance arrangements, if properly presented at the meeting.

   AGAINST   

101

8. To consider a stockholder proposal requesting a report on viewpoint restriction risks, if properly presented at the meeting.

   AGAINST   

104

We will also transact any other business that may properly come before the Annual Meeting, although we are not aware of any such business as of the date of this Proxy Statement.

How do I vote in advance of the virtual Annual Meeting?

 

If you are a stockholder of record, you may cast your vote in advance of the meeting in any of the following ways:

 

Internet

 

 

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Visit www.proxyvote.com and follow the instructions on your proxy card or Internet Notice.

Phone

 

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Call 1-800-690-6903 and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials).

Mail

 

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Return your completed and signed proxy card in the enclosed postage-prepaid envelope.

 

 

If you are a stockholder who holds shares through a brokerage firm, bank, trust or other similar organization (that is, in “street name”), please refer to the instructions from the broker or organization holding your shares.

 

 

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SALESFORCE 2024 PROXY STATEMENT

 

 

 

2

   


 

 

ABOUT THE ANNUAL MEETING (CONTINUED)

 

 

How do I participate in the virtual Annual Meeting?

 

You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on May 1, 2024, the record date, or hold a valid proxy for the meeting. To participate in the virtual meeting, including to vote, ask questions and to view the list of registered stockholders as of the record date during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/CRM2024, enter the 16-digit control number found on your Internet Notice, proxy card or voting instruction form, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Internet Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Internet Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. The meeting webcast will begin promptly at 11:00 a.m. Pacific Time. Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, information for live technical support can be found at the meeting website at www.virtualshareholdermeeting.com/CRM2024.

We will endeavor to answer as many stockholder-submitted questions that comply with the meeting rules of conduct as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. We will also post a recording of the meeting on our investor relations website, which will be available for replay for 60 days following the meeting.

Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting by one of the methods indicated above.

Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting on the meeting website.

 

 

 

 

SALESFORCE 2024 PROXY STATEMENT

 

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FISCAL YEAR 2024 IN REVIEW

 

 

 

FISCAL YEAR 2024 IN REVIEW

Business Overview

 

Salesforce is a global leader in customer relationship management (“CRM”) technology that brings companies and their customers together. Founded in 1999, we enable companies of every size and industry to connect with their customers through the power of data, AI, CRM and trust.

Our AI-powered Customer 360 platform unites sales, service, marketing, commerce and IT teams by connecting customer data across systems, apps and devices to create a complete view of customers. With this single source of customer truth, teams can be more responsive, productive and efficient and deliver intelligent, personalized and automated experiences across every channel.

Our Customer 360 service offerings are designed to be flexible, scalable and easy to use. They can generally be configured easily, deployed rapidly and integrated with other platforms and enterprise applications. We sell to businesses worldwide, primarily on a subscription basis, through our direct sales efforts and also indirectly through partners. We also enable third parties to use our platform and developer tools to create additional functionality and new applications that run on our platform, which are sold separately from, or in conjunction with, our service offerings.

Salesforce is committed to a core set of values: trust, customer success, innovation, equality and sustainability. Foremost among these is trust, which is the foundation for everything we do. Our customers trust our technology to deliver the highest levels of security, privacy, performance, compliance and availability at scale. Customer success is at the core of our business and we align the entire company around our customers’ needs to promote their success and show our value. We believe in continuous innovation, enabling our customers to access the latest technology advances so they can innovate and stay ahead in their industries. Equality is a core tenet of how we run our business. We value the equality of every individual at our company and in our communities. We believe that creating a diverse workplace that reflects the communities we serve and fostering an inclusive culture where everyone feels seen, heard and valued makes us a better company. Finally, we believe the world is in a climate crisis and that sustainability, including bold climate action, is the only way forward. We are committed to ambitious climate leadership solutions, and we are bringing the full power of Salesforce to help organizations achieve net zero emissions.

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We believe that our values create value, and the business of business is to make the world a better place for our stakeholders, including our stockholders, customers, employees, partners, the planet and the communities in which we work and live. Salesforce is committed to giving back to our communities, closing the inequality gap and helping businesses grow while protecting the environment for future generations. We believe we have a broad responsibility to society, and we aspire to create a framework for the ethical and humane use of technology that not only drives the success of our customers, but also upholds the basic human rights of every individual. We are committed to transparent environmental, social and governance disclosures and maintaining programs that support the success of these initiatives.

 

 

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SALESFORCE 2024 PROXY STATEMENT

 

 

 

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FISCAL YEAR 2024 IN REVIEW (CONTINUED)

 

 

Financial Highlights

 

At Salesforce, we believe in doing good and doing well. Together with our employees, partners and customers, we’ve been able to realize impressive business growth and success while staying true to the core values we’ve had since day one. Fiscal 2024 in particular was a highly successful year of transformation for Salesforce with strong performance across all key metrics, including:

 

 

Revenue. Fiscal 2024 revenue was $34.9 billion, an increase of 11% year-over-year.

 

 

Operating Margin. Fiscal 2024 GAAP operating margin was 14.4%, up from 3.3% a year ago. Fiscal 2024 non-GAAP operating margin was 30.5%, up from 22.5% a year ago.1

 

 

Income from Operations. Fiscal 2024 GAAP income from operations was $5.0 billion, compared to $1.0 billion from a year ago. Fiscal 2024 non-GAAP income from operations was $10.6 billion, compared to $7.1 billion from a year ago.1

 

 

Earnings per Share. Fiscal 2024 diluted earnings per share was $4.20, compared to $0.21 from a year ago.

 

 

Cash Flow. Cash generated by operations for fiscal 2024 was $10.2 billion, an increase of 44% year-over-year. Total cash, cash equivalents and marketable securities as of January 31, 2024 was $14.2 billion.

 

 

Remaining Performance Obligation. Total remaining performance obligation, which represents all future revenue under contract yet to be recognized, as of January 31, 2024 was approximately $56.9 billion, an increase of 17% year-over-year. Current remaining performance obligation as of January 31, 2024 was approximately $27.6 billion, an increase of 12% year-over-year.

 

 

Share Repurchase Program. We repurchased approximately 36 million shares of our common stock during fiscal 2024, returning approximately $7.7 billion to stockholders.

Human Capital Management

 

Salesforce is committed to a core set of values: trust, customer success, innovation, equality and sustainability. These core values are the foundation of our company culture, which we believe is fundamental to, and a competitive advantage in, our approach to managing our workforce. We believe our company culture fosters open dialogue, collaboration, recognition and a sense of belonging, all of which allow us to attract and retain the best talent, which is critical for our continued success.

We believe our efforts in managing our workforce have been effective. Our focus on our workplace environment and a strong company culture has led to recognition across the globe, as evidenced by the following awards: Ethisphere’s World’s Most Ethical Companies (2024 and for the 15th time), Fortune World’s Most Admired Companies (2024 and for the 10th year in a row), Fortune 100 Best Companies to Work For (2024 and for the 15th year in a row), Fortune America’s Most Innovative Companies (2024 and for the second year in a row), a score of 100 on the Human Rights Campaign Corporate Equality Index (2023 and for the seventh year in a row), a top-four software company on the American Opportunity Index (2023) and JUST Capital’s America’s Most JUST Companies (2024 and for the seventh year in a row).

As of January 31, 2024, we had 72,682 employees, of which approximately 51 percent were located in the United States and 49 percent were located internationally, and approximately 36 percent identified as women, 64 percent identified as men, and less than one percent identified as non-binary or other.

We continue to invest in equality, diversity and inclusion initiatives, development programs, employee engagement, and ongoing communications and feedback. Our Board, through one or more of its committees, continues to oversee the Company’s strategies and policies related to human capital management, including matters related to diversity, equity and inclusion, workplace environment, culture, employee retention, and leadership development.

 

 

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Read more about our human capital management initiatives on page 33.

 

 

1 

See Appendix A for a reconciliation of GAAP to non-GAAP financial metrics and other information.

 

 

 

 

SALESFORCE 2024 PROXY STATEMENT

 

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FISCAL YEAR 2024 IN REVIEW (CONTINUED)

 

 

 

Year-Round Stockholder Engagement

 

Salesforce has a history of actively engaging with and listening to our stockholders. In addition to our Annual Meeting each year, we regularly provide stockholders with opportunities to deliver feedback through an extensive, year-round stockholder engagement program. Our Investor Relations team regularly meets with investors, prospective investors and investment analysts. Meetings can include participation by our Chief Executive Officer, Chief Financial Officer or other business leaders, as well as our Lead Independent Director or other members of the Board, as appropriate. Meetings may cover a wide variety of topics but are often focused on company performance, technology initiatives, company strategy, sustainability initiatives and human capital matters. Members of our Employee Success (human resources), Governance, Sustainability and Equality teams also participate regularly in meetings with our stockholders. Our head of Investor Relations regularly communicates topics discussed and stockholder feedback to senior management and the Board for consideration in their decision-making.

Below are some of the fiscal 2024 stockholder engagement program elements:

 

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In fiscal 2024, we engaged in dialogue with holders of more than 60% of our shares outstanding through this program. We engaged with approximately 90% of our top 20 investors (not including Mr. Benioff, our Chair and Chief Executive Officer); such engagements represent approximately 37% of our total shares outstanding. Directors led discussions with 65% of our top 20 investors. We discussed and solicited feedback from investors on various topics, including:

 

•   corporate governance, including Board and committee composition and structure;

•   company performance and business transformation;

•   CEO and management succession planning;

•   executive and director compensation;

•   human capital management, including diversity and inclusion and gender pay equity;

•   sustainability initiatives;

•   policies and practices for new products and technology, including generative AI; and

•   stockholder proposals.

In recent years, we have made a number of enhancements to our governance practices in response to stockholder feedback, including:

 

•   refreshing our Board with the appointment of five new outside directors in the past three years;

•   appointing a new Lead Independent Director with expanded duties;

•   forming a Business Transformation Committee;

•   restructuring our PRSU program for NEOs, effective fiscal 2024;

•   enhancing stockholder rights by eliminating supermajority voting provisions from our governance documents and implementing a special meeting right and a proxy access right;

•   enhancing our equality, diversity and inclusion disclosures by adding multi-year comparisons to our Annual Equality Update; and

•   tying a portion of senior executive compensation to environmental, social and governance (“ESG”) measures.

 

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Read more about our stockholder engagement and executive compensation program on page 44.

 

 

 

 

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SALESFORCE 2024 PROXY STATEMENT

 

 

 

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FISCAL YEAR 2024 IN REVIEW (CONTINUED)

 

 

Board and Governance Best Practices

 

Salesforce is governed by a Board consisting of a highly experienced, qualified and diverse group of directors. All of our director nominees, other than Marc Benioff, our Chair and Chief Executive Officer; Parker Harris, our Co-Founder and Chief Technology Officer, Slack; and Oscar Munoz, a former member of our Global Advisory Board, are independent within the meaning of the listing standards of the New York Stock Exchange (the “NYSE”), as currently in effect. The figures below highlight the independence, tenure and diversity of our director nominees.

 

 

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(1)   Director tenure is measured by completed years of service from the initial month of service through the filing of the Company’s annual Proxy Statement.

In addition to a well-balanced and independent Board, we are committed to a corporate governance structure that promotes long-term stockholder value creation through a sound leadership structure and that provides our stockholders with both the opportunity to provide direct feedback and key substantive rights to promote accountability.

 

Corporate Governance Best Practices

   

 Board Nominees Composed of Approximately 77% Independent Directors

 

 Commitment to Board Refreshment, with Three New Directors Effective March 2023 and Five New Directors Appointed in the Past Three Years

 

 Lead Independent Director with Expansive Duties

 

 Annual Election of Directors

 

 Majority Voting for Directors in Uncontested Elections

 

 Proxy Access Right on Market Terms

 

 Rigorous Director Selection and Evaluation Process

 

 Limit on Outside Directorships

 

 Stockholder Ability to Request Special Meetings at 15% Threshold

 

  

 No Supermajority Voting Provisions in Certificate of Incorporation or Bylaws

 

 Fully Independent Audit, Compensation and Governance Committees

 

 Comprehensive Strategy, Risk, Operating and ESG Oversight by Full Board and Committees

 

 Annual Board and Committee Self-Evaluations

 

 Active Engagement with Stockholders of a Majority of Our Outstanding Shares in Fiscal 2024

 

 Stock Ownership Policy for Directors and Executive Officers

 

 Diverse Board in Terms of Gender, Race, Experience, Skills and Tenure

 

 Regular Executive Sessions of Non-Management Directors

 

 

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Read more about our Board on page 8 and corporate governance practices on page 23.

 

 

 

 

 

SALESFORCE 2024 PROXY STATEMENT

 

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DIRECTORS AND CORPORATE GOVERNANCE

 

 

 

DIRECTORS AND CORPORATE GOVERNANCE

Board Nominees

 

Salesforce has a Board of highly experienced directors who have led, advised and established many of the premier companies in Silicon Valley and other leading global organizations. Our Board has taken a thoughtful approach to board composition so that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and that enable them to provide oversight of management and accountability to our stockholders. Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, investors, executives of global enterprises, advisors and government leaders. In addition, we have worked hard to strike a good balance between long-term understanding of our business and fresh external perspectives, as well as to have a diversity of backgrounds and perspectives within the boardroom.

The following table sets forth the names, ages and certain other information for each of our director nominees, as well as the membership of our standing committees.

 

Directors & Occupation

 

 

Age

 

 

Director

Since

 

Independent

 

 

Audit

 

 

Compensation

 

 

Governance  

 

  Cybersecurity
& Privacy
 

Business

  Transformation  

 

                 

Marc Benioff

Chair, Chief Executive Officer & Co-Founder

  59   1999  

 

 

 

 

 

 

 

 

 

 

 

Laura Alber

President & Chief Executive Officer, Williams-Sonoma

  55   2021    

 

 

 

  M  

 

 

 

Craig Conway

Former President & Chief Executive Officer, PeopleSoft

  69   2005    

 

  M  

 

 

 

  M

Arnold Donald

Former President & Chief Executive Officer, Carnival Corporation

  69   2023     M  

 

  M  

 

 

 

Parker Harris

Co-Founder & Chief Technology Officer, Slack

  57   2018  

 

 

 

 

 

 

 

  M  

 

Neelie Kroes

Former Vice President of the European Commission

  82   2016    

 

  M  

 

  C  

 

Sachin Mehra (FE)

Chief Financial Officer, Mastercard

  53   2023     C  

 

 

 

 

 

 

 

Mason Morfit

Co-Chief Executive Officer & Chief Investment Officer, ValueAct Capital

  48   2023    

 

 

 

 

 

 

 

  M

Oscar Munoz

Former Chairman & Chief Executive Officer, United Airlines

  65   2022  

 

 

 

 

 

 

 

 

 

  C

John V. Roos

Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital

  69   2013    

 

  C   M  

 

 

 

Robin Washington (L)(FE)

Former EVP & Chief Financial Officer, Gilead Sciences

  61   2013     M  

 

  C  

 

  M

Maynard Webb

Founder, Webb Investment Network

  68   2006    

 

 

 

 

 

  M   M

Susan Wojcicki

Former Chief Executive Officer, Youtube

  55   2014      

 

   

 

   

 

  M    

 

Legend: L = Lead Independent Director; FE = Financial Expert; C = Chair; M = Member

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

Director Experience and Qualifications

The matrix below summarizes what our Board believes are desirable types of experience, qualifications, attributes and skills possessed by Salesforce’s director nominees because of their particular relevance to the Company’s business and strategy. While all of these were considered by the Board in connection with this year’s director nomination process, the following matrix does not encompass all experience, qualifications, attributes or skills of our director nominees.

 

 

 

   

 

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Profitable/sustainable growth strategies

             

 

           
 

Operational efficiency and costs discipline

       

 

     

 

           
 

Capital allocation

       

 

     

 

 

 

         
 

Sales and distribution leadership

     

 

 

 

 

 

 

 

 

 

 

 

       

 

 

 

 

Marketing and brand building leadership

       

 

 

 

   

 

 

 

       

 

 

 

 

International operations or relations leadership

               

 

         

 

 

Cybersecurity or data privacy

 

 

 

 

   

 

           

 

 

 

   

 

 

Financial statements and accounting

       

 

   

 

 

 

 

 

         
 

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Significant technical, advisory, or business experience in software industry

                 

 

 

 

 

 

 

 

 
 

Cloud computing infrastructure implementation, strategy, or advisory work

             

 

   

 

 

 

 

 

 

 

 

 

 

Senior executive leadership at a public company or other large organization

       

 

                 

 

 

Government/regulatory experience

 

 

 

 

 

 

         

 

 

 

       

 

 

Former/current director of another public company

               

 

       

 

 
 

Long-term succession planning or executive leadership transitions

 

 

           

 

         

 

 
 

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Gender diversity

 

 

 

 

 

 

 

 

       

 

   

 

 

 

 

 

 

 

 

Racial/ethnic diversity

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

       

 

 

Tenure (# of years)

  25   18   17   10   10   9   8   5   2   2   1   1   1
 

 

 

 

  >10 Years   6 – 10 Years   0 – 5 Years

 

 

 

 

SALESFORCE 2024 PROXY STATEMENT

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

 

Biographies of Our Director Nominees

Set forth below are the names and certain information about our director nominees, all of whom are currently members of our Board. All director nominees were elected by stockholders at the 2023 Annual Meeting of Stockholders. There are no family relationships among any of our directors or executive officers. Our directors serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. Please see Proposal 1 in this Proxy Statement for more information about the election of our directors.

 

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Marc Benioff

Chair, Chief Executive Officer
& Co-Founder

 

Age: 59

 

Director Since: 1999

  

Qualifications and Expertise Provided to Our Board

 

•   Vision and status as one of our founders and a pioneer of cloud computing (named Innovator of the Decade by Forbes), as well as his tenure as our Chief Executive Officer and Chair of the Board, together providing unique and invaluable experience to our Board

 

•   Experience in sales, marketing and product development in the technology industry, and deep knowledge of Salesforce’s customer base and product line

 

•   Leadership in growing Salesforce into the #1 provider of CRM software globally (recognized as one of the World’s 50 Greatest Leaders by Fortune and 10 Best-Performing CEOs by Harvard Business Review)

 

Professional Experience

 

•   Chair of the Board, Chief Executive Officer (since 2001) and Co-Founder of Salesforce (in 1999)

 

•   Member of the World Economic Forum (WEF) Board of Trustees, serving as the inaugural chair of WEF’s Forum Center for the Fourth Industrial Revolution in San Francisco

 

•   Chair of the Salesforce Foundation and member of the University of Southern California Board of Trustees (current)

 

Other Public Company Directorships (current)

 

•   N/A

 

Former Public Company Directorships (within the past 10 years)

 

•   Director, Cisco Systems (2012 – 2014)

 

Education

 

•   B.S. in Business Administration from the University of Southern California

 

 

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SALESFORCE 2024 PROXY STATEMENT

 

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

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Laura Alber

President & CEO,
Williams-Sonoma, Inc.

 

Age: 55

 

Director Since: 2021

 

Committees:

 

•   Nominating & Corporate Governance

  

Qualifications and Expertise Provided to Our Board

 

•   Extensive background in business management, digital commerce, and global branding, with a deep understanding of how to use technology to drive innovation and growth

 

•   Experience implementing profitable growth strategies and business integrations, including expansion into global markets at a company with a portfolio of multi-channel brands

 

•   Experience in talent development and succession planning, including successful founder-led leadership transitions

 

•   Corporate governance experience at global, public companies through service on the boards of Williams-Sonoma, Fitbit and RealD

 

Professional Experience

 

•   President (since 2006), Chief Executive Officer (since 2010) at Williams-Sonoma, Inc., a consumer retail company

 

•   Member of the Board of Trustees for the University of Pennsylvania (current)

 

Other Public Company Directorships (current)

 

•   Director, Williams-Sonoma, Inc. (since 2010)

 

Former Public Company Directorships (within the past 10 years)

 

•   Director, Fitbit, Inc. (2016 – 2021)

 

•   Director, RealD Inc. (2013 – 2015)

 

Education

 

•   B.A. in Psychology from the University of Pennsylvania

 

 

 

 

SALESFORCE 2024 PROXY STATEMENT

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

 

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Craig Conway

Former President & CEO, PeopleSoft, Inc.

 

Age: 69

 

Director Since: 2005

 

Committees:

 

•   Compensation

 

•   Business Transformation

  

Qualifications and Expertise Provided to Our Board

 

•   Extensive background leading technology and software companies, including as president and chief executive officer of three high-growth technology companies

 

•   Significant public company board and corporate governance experience, including on the boards of technology and software companies such as Nutanix, Guidewire Software, and Advanced Micro Devices

 

•   In-depth knowledge of the technology sector and Salesforce, having served on our Board and its M&A Committee through periods of immense growth and transformation

 

Professional Experience

 

•   Former President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company (1999 – 2004)

 

•   Former President and Chief Executive Officer of One Touch Systems (1996 – 1999)

 

•   Former President and Chief Executive Officer of TGV Software (1993 – 1996)

 

•   Various former executive management positions at leading technology companies, including as Executive Vice President at Oracle Corporation

 

Other Public Company Directorships (current)

 

•   Director, Paylocity Holding Corporation (since 2024)

 

•   Director, Nutanix, Inc. (since 2017)

 

Former Public Company Directorships (within the past 10 years)

 

•   Director, Guidewire Software (2010 – 2019), including as Executive Chairman (2010 – 2014) and Chairman (2014 – 2015; 2016 – 2017)

 

Education

 

•   B.S. in Computer Science and Mathematics from the State University of New York at Brockport

 

 

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SALESFORCE 2024 PROXY STATEMENT

 

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

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Arnold Donald

Former President & CEO,
Carnival Corporation & plc

 

Age: 69

 

Director Since: 2023

 

Committees:

 

•   Audit & Finance

 

•   Nominating & Corporate Governance

  

Qualifications and Expertise Provided to Our Board

 

•   Expertise in business transformations resulting in growth and operating discipline across several industries, including extensive experience in strategic planning, operations, and distribution at large global companies over a nearly four-decade career

 

•   Significant experience in corporate governance and risk management gained through executive leadership and service on the boards of several public companies, including succession planning at founder-led companies

 

•   Global, governmental and regulatory experience including through experience on The President’s Export Council, the principal national advisory committee on international trade

 

Professional Experience

 

•   Former President and CEO (2013 – 2022) of Carnival Corporation & plc, the world’s largest cruise company

 

•   Chair of the World Travel and Tourism Council (since 2021)

 

•   Executive Advisor to Wind Point Partners (since 2005)

 

•   Operating Partner of Atlas Holdings LLC (since 2002)

 

•   Member of the President’s Export Council (1998 – 2005)

 

•   Various senior leadership roles at Monsanto Co., including Co-President of the Agricultural Sector and Senior VP and Division President of the Nutrition and Consumer Sector (1977 – 2000)

 

Other Public Company Directorships (current)

 

•   Director, GE Vernova, a spin-off of General Electric Company (since 2023)

 

•   Director, MP Materials Corp (since 2023)

 

•   Director, Bank of America Corp (since 2013)

 

Former Public Company Directorships (within the past 10 years)

 

•   Director, Carnival Corporation & plc (2001 – 2022), including as Vice Chair (2022)

 

•   Director, Crown Holdings, Inc. (1999 – 2019)

 

•   Director, The Laclede Group Inc. (2003 – 2014)

 

Education

 

•   B.A. in Economics from Carleton College

 

•   B.S. in Mechanical Engineering from Washington University in St. Louis

 

•   M.B.A. from The University of Chicago Booth School of Business

 

 

 

 

SALESFORCE 2024 PROXY STATEMENT

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

 

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Parker Harris

Co-Founder & Chief Technology Officer, Slack

 

Age: 57

 

Director Since: 2018

 

Committees:

 

•   Cybersecurity & Privacy

  

Qualifications and Expertise Provided to Our Board

 

•   Extensive experience in the software sector and deep knowledge of our technology and customer base provides a valuable perspective on our strategic integration and re-positioning of products to create a fully integrated Customer 360

 

•   Deep institutional knowledge of Salesforce and position as a Co-Founder supports the Board’s talent development and leadership planning, and provides invaluable insights into Salesforce’s culture and ecosystem from Trailblazers across the globe

 

•   Valuable expertise in cybersecurity and data privacy infrastructure provides our Board and its Cybersecurity & Privacy Committee with deep knowledge in these areas

 

Professional Experience

 

•   Co-Founder of Salesforce (in 1999) and Chief Technology Officer of Slack Technologies (since 2024)

 

•   Various former senior technical positions at Salesforce since inception, including Chief Technology Officer (2016 – 2024) and Executive Vice President, Technology (2004 – 2013)

 

•   Former Co-Founder and Vice President of Left Coast Software, a Java consulting firm (1996 – 1999)

 

Other Public Company Directorships (current)

 

•   N/A

 

Former Public Company Directorships (within the past 10 years)

 

•   N/A

 

Education

 

•   B.A. in English Literature from Middlebury College

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

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Neelie Kroes

Former Vice President of the European Commission

 

Age: 82

 

Director Since: 2016

 

Committees:

 

•   Compensation

 

•   Cybersecurity & Privacy
(Chair)

  

Qualifications and Expertise Provided to Our Board

 

•   Deep knowledge of international markets and regulatory systems from decades of leadership in multiple European markets and service on numerous global public and private company boards supports the Board’s oversight of Salesforce’s global operations and strategy

 

•   Regulatory and governmental relations expertise provides unique insights into the governance of cross-border technology, competition and data security matters

 

•   Experience in commercial competition, company mergers and antitrust law, which together provide a valuable perspective as Salesforce competes under a wide range of regulatory regimes

 

Professional Experience

 

•   Former Vice President of the European Commission, European Commissioner for Digital Economy and Society (previously for Digital Agenda) (2010 – 2014) and European Commissioner for Competition (2004 – 2010)

 

•   Former member of the Dutch House of Representatives, including as State Secretary and Cabinet Minister

 

•   Former member of the Global Policy Advisory Board of Uber Technologies (2016 – 2019)

 

•   Former Special Advisor to Bank of America Merrill Lynch (2015 – 2018)

 

•   Former member of the boards of Prologis, Lucent Technologies Netherlands, Volvo AB, and McDonald’s Netherlands, and as chairperson of Nyenrode University

 

Other Public Company Directorships (current)

 

•   N/A

 

Former Public Company Directorships (within the past 10 years)

 

•   N/A

 

Education

 

•   M.S. in Economics from Erasmus University

 

 

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

 

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Sachin Mehra

Financial Expert;

Chief Financial Officer,
Mastercard

 

Age: 53

 

Director Since: 2023

 

Committees:

 

•   Audit & Finance (Chair)

  

Qualifications and Expertise Provided to Our Board

 

•   Deep financial and operational expertise, including strong cybersecurity and data privacy knowledge

 

•   Leadership experience at a large, global FinTech company, with a track record of technology-focused and customer-centric innovation in a rapidly evolving industry

 

•   Significant financial planning and analysis, risk management, treasury, and business unit finance experience as well as extensive global leadership and experience in major markets outside the US

 

Professional Experience

 

•   Chief Financial Officer of Mastercard, a global technology company in the payments industry (since 2019), as well as various former financial leadership roles at Mastercard (during his more than 12-year tenure)

 

•   Former Vice President and Treasurer (2008 – 2010) and Vice President and Deputy Treasurer (2007 – 2008) at Hess Corporation, a leading global independent energy company

 

•   Various former domestic and international roles at General Motors, a global automotive manufacturing company (more than 10 years)

 

Other Public Company Directorships (current)

 

•   N/A

 

Former Public Company Directorships (within the past 10 years)

 

•   N/A

 

Education

 

•   Bachelor of Commerce from the University of Mumbai

 

•   M.B.A. from the University of Virginia Darden School of Business

 

 

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SALESFORCE 2024 PROXY STATEMENT

 

 

 

16

   


 

 

DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

LOGO

 

G. Mason Morfit

Co-CEO & Chief Investment
Officer, ValueAct Capital

 

Age: 48

 

Director Since: 2023

 

Committees:

 

•   Business Transformation

  

Qualifications and Expertise Provided to Our Board

 

•   Extensive experience working with boards and management teams at companies navigating transformational change to evolve strategic priorities, establish operational discipline and create long-term value for stockholders

 

•   First-hand investor perspective and a long track record of supporting and driving profitable growth at portfolio companies, including several in the technology sector

 

•   Deep knowledge of and informed perspectives on corporate governance and executive compensation practices from experience as an investor and public company board member

 

Professional Experience

 

•   Co-Chief Executive Officer (since 2023), Chief Executive Officer (2020 – 2023) and Chief Investment Officer (since 2017) of ValueAct Capital, a San Francisco-based investment firm with more than $10 billion in assets under management

 

•   Member of the Advisory Council for Princeton University’s School of Public and International Affairs (current)

 

•   Frequent lecturer on corporate governance and executive compensation at Stanford Law School’s Director’s College, the Graduate School of Business at Stanford University, and the Haas School of Business at the University of California, Berkeley

 

Other Public Company Directorships

 

•   N/A

 

Former Public Company Directorships (within the past 10 years)

 

•   Microsoft Corporation (2014 – 2017)

 

•   Valeant Pharmaceuticals (2007 – 2014; 2015 – 2016)

 

Education

 

•   B.A. in Political Economy from Princeton University

 

 

 

 

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17


 

DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

 

LOGO

 

Oscar Munoz

Former Chairman &
CEO, United Airlines
Holdings, Inc.

 

Age: 65

 

Director Since: 2022

 

Committees:

 

•   Business Transformation (Chair)

  

Qualifications and Expertise Provided to Our Board

 

•   Experiences gained over four decades in business management, operations, corporate finance and accounting, including executive leadership roles across multiple industries and several public company board roles, provides a perspective that spans market cycles, business cycles and the navigation of strategic priorities by businesses over the long-term

 

•   Significant experience leading successful business transformations at large, global companies, which included driving topline growth, cost management and digital innovation to enhancing customer satisfaction; this experience is key to Mr. Munoz’s leadership of the Board’s Business Transformation Committee

 

•   Insights gained as a former member of Salesforce’s Global Advisory Board inform deep understanding of our customers and brand building

 

Professional Experience

 

•   Former Chief Executive Officer of United Airlines Holdings, Inc., an aviation company (2015 – 2020)

 

•   Former member of the Salesforce Global Advisory Board (2020 – 2021)

 

•   Former President and Chief Operating Officer (2015), Executive Vice President and Chief Operating Officer (2012 – 2015), and Executive Vice President and Chief Financial Officer (2003 – 2012) of CSX Corporation, a railroad and intermodal transportation services company

 

•   Member of Fidelity’s Equity & High Income Funds Board of Trustees, TelevisaUnivision, Inc. Board of Directors, the Defense Business Board, the Brookings Institution Board of Trustees, and the University of Southern California Board of Trustees (current)

 

•   Various former leadership roles at AT&T, US West and The Coca Cola Company

 

Other Public Company Directorships (current)

 

•   Director, Archer Aviation Inc. (since 2021)

 

•   Director, CBRE Group, Inc. (since 2020)

 

Former Public Company Directorships (within the past 10 years)

 

•   Director, United Airlines Holdings, Inc. (2010 – 2021), including as Chairman (2020 – 2021)

 

•   Director, CSX Corporation (2015)

 

Education

 

•   B.A. from the University of Southern California

 

•   M.B.A. from Pepperdine University

 

 

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18

   


 

 

DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

LOGO

 

John V. Roos

Former U.S. Ambassador to
Japan; Co-Founder, Geodesic Capital

 

Age: 69

 

Director Since: 2013

 

Committees:

 

•   Compensation (Chair)

 

•   Nominating & Corporate Governance

  

Qualifications and Expertise Provided to Our Board

 

•   Extensive experience advising growth-oriented technology companies on strategic, legal, and regulatory matters from more than two decades at Wilson Sonsini Goodrich & Rosati, P.C.

 

•   Brings significant global leadership experience and relationships, a deep understanding of global markets, and a track record of successful crisis management

 

•   Deep knowledge and experience overseeing and guiding digital transformation strategies as an investor and through service on the boards of Rakuten Group and Sony

 

Professional Experience

 

•   Co-Founding Partner of Geodesic Capital, a mid-late stage venture capital firm founded in 2015

 

•   Senior Advisor to Centerview Partners, an international investment banking advisory firm (since 2014)

 

•   Advisor for the Toyota Research Institute (since 2016)

 

•   Member of the Board of Directors for the Maureen and Mike Mansfield Foundation (current)

 

•   Former U.S. Ambassador to Japan (2009 – 2013)

 

•   Former Chief Executive Officer of Wilson Sonsini Goodrich & Rosati, P.C. and practicing corporate and securities law attorney (1985 – 2009)

 

•   Formerly served on the Global Advisory Board of Mitsubishi UFJ Financial Group

 

•   Founder of the TOMODACHI Initiative, a partnership to identify and invest in the next generation of Japanese and American leaders

 

•   Recipient of the Grand Cordon of the Order of the Rising Sun, Japan’s highest honor for foreign nationals

 

Other Public Company Directorships (current)

 

•   N/A

 

Former Public Company Directorships (within the past 10 years)

 

•   Director, Rakuten Group, Inc. (2021 – 2023)

 

•   Director, Sony Corporation (2014 – 2020)

 

Education

 

•   A.B. in Political Science from Stanford University

 

•   J.D. from Stanford Law School

 

 

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

 

LOGO

 

Robin Washington

Lead Independent Director & Financial Expert;

Former EVP & CFO, Gilead Sciences, Inc.

 

Age: 61

 

Director Since: 2013

 

Committees:

 

•   Audit & Finance

 

•   Nominating & Corporate
Governance (Chair)

 

•   Business Transformation

  

Qualifications and Expertise Provided to Our Board

 

•   Extensive leadership and operational experience across industries, including the technology and life sciences industries, where Ms. Washington has led and overseen the maturation of strategy and operations at multiple highly successful companies

 

•   Deep financial and capital markets expertise with a track record of operating discipline and a differentiated ability to build relationships with key stakeholders to drive action

 

•   Strong public board and corporate governance experience, developed through board roles at companies such as Alphabet, Honeywell International and Vertiv Holdings, and experience serving on and leading key board committees

 

Professional Experience

 

•   Former Advisor (2019 – 2020), Executive Vice President and Chief Financial Officer (2014 – 2019), and Senior Vice President and Chief Financial Officer (2008 – 2014) of Gilead Sciences, Inc., a biopharmaceutical company

 

•   Former Chief Financial Officer of Hyperion Solutions, an enterprise software company (2006 – 2007)

 

•   Various former executive positions at PeopleSoft, Inc., a provider of enterprise application software (nearly 10 years)

 

•   Member of the Presidents Council and Ross Business School Advisory Board at the University of Michigan, the Board of Directors of UCSF Benioff Children’s Hospital Oakland, and the Board of Trustees of the Financial Accounting Foundation (current)

 

•   Certified Public Accountant

 

Other Public Company Directorships (current)

 

•   Director, Vertiv Holdings Co. (since 2020)

 

•   Director, Alphabet Inc. (since 2019)

 

•   Director, Honeywell International, Inc. (since 2013)

 

Former Public Company Directorships (within the past 10 years)

 

•   N/A

 

Education

 

•   B.A. in Business Administration from the University of Michigan

 

•   M.B.A. from Pepperdine University

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

LOGO

 

Maynard Webb

Founder, Webb Investment Network

 

Age: 68

 

Director Since: 2006

 

Committees:

 

•   Cybersecurity & Privacy

 

•   Business Transformation

  

Qualifications and Expertise Provided to Our Board

 

•   Decades of experience successfully scaling, managing and guiding high-growth technology companies, as an executive, board member and investor

 

•   Expert technologist with an extensive background in controls, technical operations and cybersecurity and a demonstrated track record of solving complex problems to scale businesses

 

•   During his tenure on the Salesforce Board, he has helped guide the Company’s growth and scale as its market capitalization has increased by more than 6000%

 

•   Experience on the boards of other public companies, including as former Chairman of Yahoo!, brings continued independent leadership to the Board

 

Professional Experience

 

•   Founder of Webb Investment Network, an early-stage venture capital firm dedicated to nurturing entrepreneurs and enabling them to build high-growth companies (since 2010)

 

•   Member of the Executive Partner Group at Solamere Capital, a multi-strategy private equity investment firm (since 2022)

 

•   Former Chairman of the Board (2008 – 2013) and Chief Executive Officer (2006 – 2011) of LiveOps, Inc., a provider of on-demand call center solutions

 

•   Former Chief Operating Officer of eBay Inc., a global online marketplace (2002 – 2006)

 

•   Former President of eBay Technologies (1999 – 2002)

 

•   Former Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer (1998 – 1999)

 

•   Vice President and Chief Information Officer at Bay Networks, Inc., a computer networking products manufacturer (1995 – 1998)

 

•   Author of “Rebooting Work: Transform How You Work in the Age of Entrepreneurship” and “Dear Founder: Letters of Advice for Anyone Who Leads, Manages, or Wants to Start a Business”

 

Other Public Company Directorships (current)

 

•   Director, Visa Inc. (since 2014)

 

Former Public Company Directorships (within the past 10 years)

 

•   Director, Yahoo! Inc. (2012 – 2017), including as Chairman (2013 – 2017)

 

Education

 

•   B.A.A. from Florida Atlantic University

 

 

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

 

LOGO

 

Susan Wojcicki

Former CEO, YouTube

 

Age: 55

 

Director Since: 2014

 

Committees:

 

•   Cybersecurity & Privacy

  

Qualifications and Expertise Provided to Our Board

 

•   Widely recognized as a leader in the technology sector, having helped build technology and lead businesses at some of the sector’s most respected companies

 

•   Direct engineering, product development and management experience, coupled with expertise in marketing, brand building and data privacy, which together provides our Board with strong knowledge and oversight of the creation of successful, integrated software products

 

•   Significant experience leading innovative and profitable business transformations, including the creation of Google’s online advertising business and the successful integration of YouTube into Google post-acquisition

 

Professional Experience

 

•   Advisor to YouTube, Google and Alphabet, a multinational technology company (since 2023)

 

•   Member of the Board of Directors of Waymo, a subsidiary of Alphabet (since 2023)

 

•   Former Chief Executive Officer of YouTube, a digital video platform and subsidiary of Alphabet Inc. (previously Google Inc.) (2014 – 2023)

 

•   Joined Google as its marketing manager in 1999, and after serving in various positions in marketing and product development, served as Google’s Senior Vice President of Advertising & Commerce (2011 – 2014)

 

•   Previously worked at Intel Corporation and served as a management consultant at consulting firms Bain & Company and R.B. Webber & Company

 

Other Public Company Directorships (current)

 

•   N/A

 

Former Public Company Directorships (within the past 10 years)

 

•   N/A

 

Education

 

•   A.B. in History and Literature from Harvard University

 

•   M.S. in Economics from the University of California, Santa Cruz

 

•   M.B.A. from the University of California, Los Angeles

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

Corporate Governance Practices

 

The Company and the Board regularly review and evaluate the Company’s corporate governance practices. The Board has adopted corporate governance principles that address the composition of, and policies applicable to, the Board, as well as a Code of Conduct applicable to all directors, officers and employees of the Company, including our Chief Executive Officer and Chief Financial Officer.

The Company’s corporate governance principles, set forth as Corporate Governance Guidelines and its Code of Conduct, are available on the Company’s website at investor.salesforce.com/corporate-governance or in print by contacting Investor Relations at 415 Mission Street, 3rd Floor, San Francisco, California 94105 (our “principal executive offices”). Any substantive amendments to or waivers of the Code of Conduct relating to the executive officers or directors of the Company will be disclosed promptly on our website, as required under applicable NYSE and SEC rules. The Company’s philosophy related to executive compensation is described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

The Board has also adopted a written charter for the Audit and Finance Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee charter is available on the Company’s website at investor.salesforce.com/corporate-governance or in print by contacting Investor Relations at our principal executive offices.

While we take all of our stakeholders into account, with respect to our stockholders in particular, we evaluate and seek to align our governance practices and principles to the Corporate Governance Principles for U.S. Listed Companies published by the Investor Stewardship Group (“ISG”), a collective of some of the largest U.S.-based institutional investors and global asset managers, and we believe that our governance policies and practices are consistent with the ISG principles. The following table shows how our key governance practices align with the ISG principles:

 

ISG Principle

  

Salesforce Governance Policy or Practice

Boards are accountable to stockholders.

  

• Annual election of each director for a one-year term (no classified board)

• Majority voting in uncontested director elections

• Proxy access on market terms

• No poison pill

• Extensive disclosure of our corporate governance practices

Stockholders should be entitled to voting rights in proportion to their economic interest.

  

• Each stockholder entitled to one vote per share (no dual class structure)

 

Boards should be responsive to stockholders and be proactive in order to understand their perspectives.

  

• Extensive year-round stockholder engagement program, with director participation as appropriate and feedback reported directly to the Board

• Board responsive to stockholder feedback, including on our Board structure and composition, ESG disclosures, executive compensation and governance matters pertaining to stockholder rights

• 12 of 13 directors participated in our 2023 Annual Meeting and were available to respond to stockholder questions

Boards should have a strong, independent leadership structure.

  

• Strong, credible Lead Independent Director with expansive duties selected by the independent directors

• Non-management directors meet regularly in executive session

• Fully independent audit, compensation and governance committees (with independent chairs)

Boards should adopt structures and practices that enhance their effectiveness.

  

• Approximately 77% of our director nominees are independent, with diverse backgrounds, skills and experiences

• No overboarded directors under the Company’s policy described on page 29

• Annual Board and committee self-evaluation program

• Consistent track record of open dialogue between Board and various levels of management

Boards should develop management incentive structures that are aligned with the long-term strategy of the company.

  

• Compensation Committee annually reviews and approves incentive program design, goals and objectives for alignment with compensation and business strategies

• Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives

• Executive compensation program received over 82% support in 2023

• A portion of senior executive compensation is tied to ESG measures

 

 

 

 

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DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)

 

 

 

Board Independence

 

The Board believes that it should consist of a substantial majority of independent directors. The Board has adopted and applied the standards established by the NYSE to determine the independence of each of its directors. The Board has determined that, except for Marc Benioff, Parker Harris and Oscar Munoz, each of our director nominees has no material relationship with Salesforce and is independent within the meaning of the standards established by the NYSE, as currently in effect. We anticipate Mr. Munoz to be eligible to be considered independent under NYSE rules as of January 2025. Former directors Sanford Robertson and Alan Hassenfeld were also considered to be independent within the meaning of the standards established by the NYSE during the period they served on our Board. In making its determination regarding the independence of our directors, the Board considered all relevant facts and circumstances, including transactions in which we and any director had an interest, relationships between us and our directors or their family members, transactions involving payments made between us and other companies in the ordinary course of business where any of our directors or their family members is a director or an employee of the other company, and each director’s commercial, investment, banking, consulting, advisory, legal, accounting, charitable and familial relationships, as applicable.

Board Leadership Structure

 

Chair of the Board

The Company’s CEO, Marc Benioff, also serves as Chair of the Board. The Board believes that this leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight of management while allowing both the Board and management to benefit from Mr. Benioff’s leadership and years of experience in the Company’s business and the technology industry. As Co-Founder and CEO, Mr. Benioff has been the director most capable of effectively identifying strategic priorities, coordinating the board agenda to focus on discussions critical to the success of the Company and executing the Company’s strategy and business plans, which is particularly important given the Company’s position as a global leader in customer relationship management technology and as the Company works to continue its strategic transformation plan to drive profitable growth. Mr. Benioff possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business. We believe the extensive Company-specific experience and industry expertise of Mr. Benioff, together with the outside experience, oversight and expertise of our independent directors, allows for differing perspectives and roles regarding strategy development that benefit our stockholders. Further, the Board believes that Mr. Benioff’s combined role enables decisive leadership, allows for clear accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently to our stockholders, employees and customers. Given our strong, long-term business, operational and financial performance, as well as our ongoing progress in the areas of financial discipline and profitable growth, the Board believes that stockholders are best served by continuing this leadership structure.

Lead Independent Director

Importantly, the Board has a strong and empowered Lead Independent Director, who is selected by the independent directors, to provide an effective independent voice in our Board leadership structure. In September 2022, Robin Washington succeeded Sanford Robertson as the Lead Independent Director. The independent directors’ decision to select Ms. Washington took into consideration the tenures and capabilities of each independent director, along with the potential candidates’ demonstrated leadership in the boardroom, as well as willingness and ability to serve as Lead Independent Director with the understanding that the position entails significant responsibility and time commitment. Throughout Ms. Washington’s tenure on our Board since 2013, including as Chair of the Nominating and Corporate Governance Committee and former Chair of the Audit and Finance Committee, she has worked closely with her fellow directors and is deeply trusted in the boardroom. The Board believes that, with her extensive experience in leading global finance and information technology organizations, as well as the significant responsibility and risk oversight that these other leadership roles on the Board have entailed, Ms. Washington is well positioned to guide the Board in its oversight of the Company’s strategy and risk management.

In September 2022, the Board expanded the scope of authority and responsibilities for the Lead Independent Director and updated the Company’s Corporate Governance Guidelines to expressly state those expanded duties. Among other things, the Lead Independent Director:

 

 

presides at meetings of the Board at which the Chair is not present, including at executive sessions and meetings of the independent directors;

 

 

reviews and approves, or provides input and consults on, materials sent to the Board (including materials related to the Board’s risk oversight);

 

 

reviews and approves, or provides input and consults on, the agenda and schedule for Board meetings (including suggesting agenda items related to the Board’s risk oversight);

 

 

serves as a liaison between the Chair and the independent directors and as a liaison among the Committee Chairs;

 

 

is available for and frequently engages in consultation and communication with major stockholders and other stakeholders—having led numerous engagements with the Company’s top stockholders in FY24;

 

 

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DIRECTORS AND CORPORATE

GOVERNANCE (CONTINUED)

 

 

 

meets and coordinates meetings of other directors, as appropriate, with other constituencies;

 

 

oversees the Board evaluation process, which assists the Board in enhancing its design and operations;

 

 

advises on the formation of any new standing or ad hoc committees of the Board;

 

 

plays a key role in maintaining the Company’s and the Board’s focus on effective talent development and succession planning, including for the most senior members of management; and

 

 

has the authority to call executive sessions or meetings of the independent directors (including to consider matters related to risk oversight) and any additional authority as the independent directors may determine from time to time.

The Board continues to review the leadership of the Board on a regular basis to evaluate whether the current Board leadership structure remains appropriate for the Company.

Board Meeting Attendance and Director Communications

 

The Board held five meetings in fiscal 2024. All directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by any of the committees of the Board on which such director served during the period the director was on the Board or committee, as applicable. On average, our directors had a meeting attendance rate of 99% in fiscal 2024. The non-management members of the Board also meet regularly in executive sessions without management present, and the independent directors separately meet in executive session at least once per year. At these sessions, the Lead Independent Director acts as Presiding Director.

Directors are also expected to participate in our annual meeting of stockholders absent an unavoidable and irreconcilable conflict. Of our 13 directors, 12 directors participated in the 2023 Annual Meeting of Stockholders. Stockholders and other interested parties may communicate with the Lead Independent Director, or with any and all other members of the Board, by mail addressed to the intended recipient in care of our Corporate Secretary at our principal executive offices or by email to corporatesecretary@salesforce.com. The Corporate Secretary will periodically forward such communications or a summary thereof to the Board or the applicable director or directors, to the extent appropriate. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).

 

 

 

 

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DIRECTORS AND CORPORATE

GOVERNANCE (CONTINUED)

 

 

 

Board Committees and Responsibilities

 

Committees of the Board of Directors

The Board reviews and determines the makeup of the Board’s committees and committee chairs, with a view toward balancing the benefits derived from continuity against the benefits derived from diversity of experience and the viewpoints of each committee’s members. The Board has determined that all members of the Audit and Finance Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are independent under the applicable rules and regulations of the NYSE and the SEC. The Board has further determined that Robin Washington and Sachin Mehra each qualify as an “audit committee financial expert” as defined by the SEC. Pursuant to the Company’s Bylaws, the Board in its discretion may designate other standing or ad hoc committees to serve at the pleasure of the Board from time to time. Other standing committees in place during fiscal 2024 were the Cybersecurity and Privacy Committee and the Business Transformation Committee.

 

Director

 

Independent

 

Audit

   

Compensation

 

Governance

 

Cybersecurity

& Privacy

 

Business

Transformation

Marc Benioff (Chair & CEO)

           

Laura Alber

 

     

M

   

Craig Conway

 

   

M

     

M

Arnold Donald

 

 

 

M

 

   

M

   

Parker Harris

         

M

 

Neelie Kroes

 

   

M

   

C

 

Sachin Mehra (FE)

 

 

 

C

 

       

Mason Morfit

 

         

M

Oscar Munoz

           

C

John V. Roos

 

   

C

 

M

   

Robin Washington (L)(FE)

 

 

 

M

 

   

C

   

M

Maynard Webb

 

       

M

 

M

Susan Wojcicki

 

                 

M

   

Total Meetings in Fiscal 2024

     

 

8

 

 

27

 

5

 

5

 

3

Legend: L = Lead Independent Director; FE = Financial Expert; C = Chair; M = Member

 

Audit and Finance Committee

Members

 

Sachin Mehra (Chair)

Arnold Donald

Robin Washington

 

Number of meetings

in fiscal 2024:

8

 

Committee Report:

page 79

 

All Committee members are independent and meet the requirements of financial literacy under NYSE listing standards.

 

  

The Audit and Finance Committee (the “Audit Committee”) oversees our corporate accounting and financial reporting process, as well as management’s assessment and mitigation of enterprise risks. Among other matters, the Audit Committee: evaluates the qualifications, independence and performance of Salesforce’s independent registered public accounting firm (the “independent auditor”); determines the engagement of the independent auditor; approves the retention of the independent auditor to perform any proposed permissible non-audit services; considers the rotation of partners of the independent auditor on the Salesforce engagement team; reviews our consolidated financial statements; reviews our critical accounting policies and estimates; oversees our internal audit function; reviews with management, the independent auditor and our internal auditors the adequacy of internal financial controls; oversees our financial and treasury policies, strategies and capital structure; reviews disclosure controls and procedures, including those related to the reporting of financial condition, results of operations, certain transactions, and environmental and sustainability data; annually reviews its charter and its performance; reviews and approves the scope of the annual audit and the audit fee; and discusses with management and the independent auditor the results of the annual audit and the review of our quarterly financial statements.

      

 

 

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DIRECTORS AND CORPORATE

GOVERNANCE (CONTINUED)

 

 

Compensation Committee

Members

 

John V. Roos (Chair)

Craig Conway

Neelie Kroes

 

Number of meetings

in fiscal 2024:

27

 

Committee Report:

page 78

 

All Committee members are independent.

 

  

The Compensation Committee reviews and approves the compensation and benefits of our executive officers, including: reviewing and approving corporate goals and objectives relevant to compensation of the CEO and other executive officers; evaluating the performance of these officers in light of those goals and objectives; and setting compensation of these officers taking into account such evaluations. Among other matters, the Compensation Committee also: oversees our equity and incentive-based plans and administers the issuance of stock options, restricted stock units and other awards under these plans; oversees succession planning for executive officers other than the CEO; reviews strategies and policies related to human capital management; annually reviews its charter and its performance; and prepares executive compensation reports as required under SEC rules. The Compensation Committee has delegated limited authority to members of management to determine equity awards under our 2013 Equity Incentive Plan and cash awards under our cash incentive plans for non-executive officers. The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities, and it periodically engages an outside consultant to advise on compensation-related matters.

      

 

Nominating and Corporate Governance Committee

Members

 

Robin Washington (Chair)

Laura Alber

Arnold Donald

John V. Roos

 

Number of meetings

in fiscal 2024:

5

 

All Committee members are independent.

 

  

The Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for director nomination matters and corporate governance matters generally. Among other matters, the Governance Committee: oversees the development and recommendation of corporate governance principles applicable to the Company; identifies individuals qualified to become members of the Board; recommends to the Board director nominees for each election of directors; develops and recommends to the Board criteria for selecting qualified director candidates; considers committee member qualifications, appointments and removals; reviews and recommends to the Board the compensation of Board and committee members; and provides oversight in the evaluation of management, the Board and each committee. The Governance Committee also periodically reviews the Company’s CEO succession planning, including policies and principles for CEO selection and succession in the event of an emergency or the retirement of the CEO, and oversees the Company’s policies and practices concerning ESG initiatives, corporate political contributions, lobbying activities, and stockholder engagement program as it relates to these topics.

      

 

 
Cybersecurity & Privacy Committee           Business Transformation Committee
 

Members

 

Neelie Kroes (Chair)

Parker Harris

Maynard Webb

Susan Wojcicki

 

Number of meetings

in fiscal 2024:

5

 

All members, other than
Mr. Harris, are independent.

 

   Key Responsibilities: Oversee the Company’s cybersecurity program, data privacy program, ethical use of technology matters and related risks.      

Members

 

Oscar Munoz (Chair)

Craig Conway

Mason Morfit

Robin Washington

Maynard Webb

 

Number of meetings

in fiscal 2024:

3

 

All members, other than
Mr. Munoz, are independent.

 

  

Key Responsibilities: Oversee the development and implementation of a business transformation program focused on execution and accountability to drive operating margin improvements and sustainable growth.

                   

 

 

 

 

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Identification and Evaluation of Director Nominees

 

 

The Governance Committee uses a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Governance Committee through directors, management, stockholders or third parties. Such candidates are appointed to the Board following a robust assessment and recruiting process guided by our Lead Independent Director, which has involved extensive candidate interviews as well as consultations with a third-party search firm. In connection with Mr. Morfit’s appointment, the Company entered into an agreement with ValueAct Capital, as described in Salesforce’s Current Report on Form 8-K filed with the SEC on January 27, 2023.

The Governance Committee regularly assesses the appropriate size, composition and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. The Governance Committee believes that it is important to maintain and consistently refresh a list of qualified potential candidates for nomination and engages a third-party search firm to assist in identifying such candidates. The evaluation of these candidates may be based solely upon information provided to the Governance Committee or may also include discussions with persons familiar with the candidate, one or more interviews of the candidate or other actions the Governance Committee deems appropriate, including the use of third parties to review candidates.

The Governance Committee evaluates and recommends candidates for membership on the Board consistent with criteria established by the committee. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. They must have an inquisitive and objective perspective and mature judgment. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates also must have sufficient time available in the judgment of the Governance Committee to perform all Board and committee responsibilities. Members of the Board are expected to prepare for, attend and participate in Board and applicable committee meetings.

The Governance Committee also focuses on diversity, including diversity of gender, race and ethnicity, education, professional experience and differences in viewpoints and skills. While the Governance Committee does not have a formal policy with respect to diversity, the Board and the Governance Committee believe that it is essential that the Board members represent diverse viewpoints. The Governance Committee assesses its effectiveness in this regard as part of the annual Board evaluation process described on page 30.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Governance Committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders. The Governance Committee will also seek appropriate input from the CEO from time to time in assessing the needs of the Board for relevant background, experience, diversity and skills of its members.

Stockholders may recommend director candidates for general consideration by the Governance Committee by submitting the individual’s name, qualifications and the other information set forth in our Bylaws applicable to director nominees by stockholders to the Corporate Secretary of the Company. The Governance Committee evaluates candidates recommended by stockholders against the same criteria and pursuant to the same policies, procedures and processes applicable to the evaluation of candidates proposed by other sources.

As noted elsewhere in our proxy statement, stockholders may, pursuant to applicable law and the requirements of the Company’s Bylaws, directly nominate candidates to stand for election to the Board by stockholders, and the Company respects such stockholder rights. With respect to such Bylaw provisions, the Company will not, without a stockholder vote, adopt new amendments (except as noted below) that would expressly (1) require nominating investment fund stockholders to disclose the confidential identities of their less than five percent “passive” third-party limited partners who are not otherwise involved in the nomination, campaign or the Company solely on account of such member’s economic interests in the nominating fund, or (2) require nominating stockholders to disclose unrelated information regarding their confidential future plans for nominating other candidates to other public company boards or prior nominations of other candidates and proposals previously privately submitted to other public companies in the past. If the Board, in its exercise of its fiduciary responsibilities, deems it to be in the best interests of the Company and its stockholders to adopt such a provision without the delay due to the time required to seek a stockholder vote, the Board will publicly disclose such Bylaw amendment in accordance with applicable law and either subsequently submit such bylaw provision to stockholders for ratification or cause the bylaw amendment to expire within one year.

Proxy Access

The Company’s Bylaws provide procedures that allow a stockholder or a group of up to 20 stockholders that has continuously owned 3% or more of the Company’s common stock for at least three years to nominate and include in the Company’s proxy materials for an annual meeting of stockholders up to the greater of two directors or 20% of the total number of directors serving on the Board, provided the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.

 

 

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Overboarding Policy

As set forth in the Company’s Corporate Governance Guidelines, directors must be willing to devote sufficient time to carry out their duties and responsibilities effectively and are expected to ensure that other commitments do not conflict with or materially interfere with their service as directors. To help ensure our directors are able to devote sufficient time to carry out their duties and responsibilities effectively, each director is prohibited from serving on more than five outside boards of directors of for-profit public or private companies, except pursuant to a waiver granted by the Governance Committee. The Governance Committee assesses each director’s compliance as part of its annual director nomination process. All current directors are in compliance with this service limit.

Board’s Role in Risk Oversight

 

The Board as a whole has responsibility for oversight of risk. This approach allows the Board to draw upon the experience and judgment of all directors in overseeing and managing the risks we face. The Company’s enterprise risk management program is designed to identify, assess and prioritize the Company’s risk exposures across various time frames, from the short-term to the long-term. Risks are evaluated based on their potential magnitude, likelihood and immediacy. The committees of the Board play a key role in the Board’s risk oversight responsibility. All committees receive regular reports from Company officers responsible for monitoring and mitigating particular risk exposures, and the committee chairs provide regular reports to the full Board on relevant areas of oversight, as summarized below.

 

 Committee    Areas of Focused Risk Oversight

 Audit Committee

  

•   Reviews and discusses the Company’s overall assessment and management of enterprise risks

•   Oversees risks associated with our financial statements and other financial-related risks, including foreign-exchange risk, counterparty risk, insurance exposure, and corporate infrastructure risks

•   Oversees compliance with legal and regulatory requirements, including reviewing the effectiveness of compliance programs with our Chief Compliance Officer, who reports to our General Counsel but has authority to communicate directly with the committee

•   Receives updates on enterprise risk management topics regularly

 Compensation Committee

  

•   Oversees risks associated with our compensation policies and practices, with respect to executives and employees generally, including whether any risks arising from the Company’s compensation programs are reasonably likely to have a material adverse effect on the Company

•   Evaluates the effectiveness of the Company’s human capital management and succession planning for executive officers other than the CEO

 Nominating & Governance Committee    

•   Oversees risks related to ESG matters, including corporate governance developments and sustainability initiatives

•   Evaluates the overall effectiveness of the Board and its committees

 Cybersecurity & Privacy Committee

  

•   Oversees risks related to cybersecurity and information security, cyber incident preparedness and response, and risks associated with data privacy and emerging ethics topics relevant to technology companies

 Business Transformation Committee   

•   Oversees risks related to the execution of our operational transformation program and the achievement of key performance indicators for operating margin improvements and sustainable growth

The Company also conducts regular enterprise risk surveys, typically at least semi-annually, with a cross-functional group of executives. The survey process is designed to help the Company identify and prioritize material operational, strategic and financial risks, including emerging risks. Survey results are reported to and discussed with members of senior management as well as the Audit Committee. In addition, members of management, including those involved in enterprise risk management, have access to and periodically meet with external advisors to help monitor trends, identify potential threats and assess the Company’s risk environment. Our enterprise risk management program also plays a role in our disclosure controls and procedures. For example, members of management involved in enterprise risk management regularly participate in meetings of our disclosure committee and regularly review risk factors and other disclosures in the Company’s SEC filings.

Cybersecurity and Information Security Risk

With trust as our foremost value and the foundation of everything we do, we recognize the importance of maintaining the safety and security of our systems and data, as our customers trust our technology to deliver the highest levels of security, privacy, performance, compliance and availability at scale. As part of its independent oversight of the risks facing the Company, the Board, primarily through the Cybersecurity &

 

 

 

 

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Privacy Committee, oversees the various cybersecurity risks facing the Company and the Company’s efforts to mitigate those risks. The Cybersecurity & Privacy Committee receives regular presentations, reports and updates from our Chief Trust Officer and other members of management on developments regarding the Company’s cybersecurity program, broader cybersecurity trends, evolving industry standards, the threat environment and other topics. The Cybersecurity & Privacy Committee also receives periodic reports from an experienced outside consultant with information security expertise providing insights on key focus areas to aid in the Committee’s oversight of the Company’s cybersecurity program. After each quarterly meeting of the Cybersecurity & Privacy Committee, the Board receives a report from its Chair with an update on the Company’s oversight of cybersecurity risks and mitigation efforts. In addition to regular meetings and reports, the Company’s policy is for the Board and Committee to receive prompt and timely information regarding any cybersecurity risk (including any incident) that meets pre-established reporting thresholds, as well as ongoing updates regarding any such risk.

The Company regularly provides mandatory employee training on security-related duties and responsibilities, which is designed to provide the Company’s employees with effective tools to address cybersecurity threats and to communicate the Company’s evolving information security policies, standards, processes and practices. We also undergo periodic testing, audits and reviews, including routine internal and external penetration testing, to identify, assess and address cybersecurity risks and events. Reflective of our commitment to Trust, we also hold various security-related industry certifications and attestations that have been validated by external auditors. The Company publishes attestations of its various certifications, audits and penetration tests on its global compliance webpage at compliance.salesforce.com.

In fiscal 2024, we did not identify any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that materially affected us. In the normal course of business, however, we face ongoing and increasing malicious cyberattack attempts, including from bad actors that are becoming more sophisticated and effective over time, and have experienced other security incidents. We discuss our exposure to information security risk, including third-party information security risk, in more detail in the Company’s 2024 Annual Report on Form 10-K filed with the SEC on March 6, 2024.

Annual Board Evaluation Process

 

 

The Board recognizes the importance of regularly evaluating its performance to ensure that the Board and its committees operate effectively and efficiently. The Governance Committee, with oversight from our Lead Independent Director, leads a formal self-evaluation process on an annual basis. In fiscal 2024, the Board engaged an independent third-party consultant, experienced in corporate governance matters, to facilitate a robust assessment process. This process was designed to assess the performance of the Board, as well as each committee and director individually, and to identify opportunities to improve processes and effectiveness. The following describes the process by which our Board currently carried out its evaluations in fiscal 2024.

All directors completed a written questionnaire prepared by an independent third-party consultant, which asked for feedback on the performance of the Board, each committee and each director, including themselves. Directors were asked to provide feedback on a variety of matters, including board and committee composition, board alignment and strategy, meeting agendas, culture and conduct, risk oversight, board-management dynamics, board and committee leadership and succession planning. Additionally, members of each committee were asked to provide feedback on their respective committee’s size, composition, culture, independence, meeting agendas, materials, and access to information.

Once the questionnaires were completed by all directors, our Lead Independent Director reviewed the feedback with the independent third-party to identify key trends and topics for further discussion. The independent third party then interviewed each director individually to discuss the identified topics to gain additional insight and perspective. Each director had the opportunity to provide confidential commentary on each of their peers’ contributions and effectiveness.

Once all questionnaires and director interviews were complete, the independent third party synthesized the feedback received, highlighting results and identifying recommendations, which was presented to and discussed by both the Governance Committee and the Board. The review and discussion of the results will continue to inform Board and Board-committee related matters going forward.

Compensation of Directors

 

Under our fiscal 2024 compensation policy for non-employee directors, on February 16, 2023, each non-employee director serving at such time received a restricted stock unit (“RSU”) grant with a grant date fair value of approximately $360,000 and, on April 1, 2023, each non-employee director appointed to the Board on March 1, 2023 received a pro-rated RSU grant with a grant date fair value of $332,234. The RSU grants generally vest in four equal installments on February 22, May 22, August 22 and November 22, 2023, subject to each non-employee director’s continued service through each such date. The value of the RSU grant was pro-rated for non-employee directors who, at the time of grant, had notified the Company that they did not intend to stand for reelection at our 2023 annual meeting of stockholders, and, as described above, was also pro-rated for any non-employee directors whose appointment or election to the Board began after the beginning of fiscal 2024. Pro-rated RSUs vested on the same vesting dates as above, subject to adjustment based on the last day of service for departing non-employee directors or the grant date for new non-employee directors. All RSU awards were made pursuant to our 2013

 

 

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Equity Incentive Plan. In addition, we pay annual cash fees to our Lead Independent Director and the chairs of each Board committee. The fiscal 2024 annual fees for these Board leadership roles were as follows: $150,000 for the Lead Independent Director, $50,000 for the chair of each of the Audit Committee, Governance Committee and Compensation Committee and $25,000 for the chairs of each other standing committee of the Board. These cash fees are paid on a quarterly basis. We also reimbursed our non-employee directors for travel, lodging and other reasonable expenses incurred in connection with attending Company events.

The following table sets forth information on the compensation earned during fiscal 2024 by our non-employee directors. The table excludes Messrs. Benioff and Harris, who did not receive separate compensation for their service as directors for fiscal 2024.

DIRECTOR COMPENSATION FOR FISCAL 2024

 

 Name      Fees Earned
or Paid in
Cash
       Stock
Awards(1)
       Total  

Laura Alber

              $ 359,924        $ 359,924  

Craig Conway

              $ 359,924        $ 359,924  

Arnold Donald

              $ 332,234        $ 332,234  

Alan Hassenfeld(2)

              $ 179,878        $ 179,878  

Neelie Kroes

       $25,000      $ 359,924        $ 384,924  

Sachin Mehra

       $25,000      $ 332,234        $ 357,234  

Mason Morfit

              $ 332,234        $ 332,234  

Oscar Munoz

       $25,000      $ 359,924        $ 384,924  

Sanford Robertson(2)

       $25,000        $ 179,878        $ 204,878  

John V. Roos

       $50,000      $ 359,924        $ 409,924  

Robin Washington

       $200,000      $ 359,924        $ 559,924  

Maynard Webb

              $ 359,924        $ 359,924  

Susan Wojcicki

              $ 359,924        $ 359,924  
(1)

Stock awards consist of an RSU grant on February 16, 2023 to each of our then-serving non-employee directors with a grant date fair value of $359,924, except for Messrs. Hassenfeld and Robertson, each of whom received an RSU grant with a grant date fair value of $179,878 given they did not intend to stand for reelection at the 2023 annual meeting of stockholders. The RSUs vested in four equal installments on February 22, May 22, August 22, and November 22, 2023, except that Messrs. Hassenfeld’s and Robertson’s RSUs vested in two equal installments on February 22 and May 22, 2023, subject in each case to continued service through each such date. In addition, Messrs. Donald, Mehra and Morfit received pro-rated RSU grants on April 1, 2023 following their appointment to the Board on March 1, 2023, with a grant date fair value of $332,234. The amounts reported are the aggregate grant date fair value, which is calculated by multiplying the number of shares subject to the RSU grant by the closing price of our common stock on the date of grant. No non-employee directors held unvested stock awards as of the end of fiscal 2024.

(2)

Retired from the Board effective as of June 8, 2023.

Fiscal 2025 Director Compensation Program

Our Governance Committee periodically reviews our director compensation program. In considering and ultimately recommending the compensation for our non-employee directors for fiscal 2025, the Governance Committee considered the views and interests of stockholders, and it reviewed a report on non-employee director compensation practices at a group of peer companies prepared by Compensia, Inc. setting forth competitive market data for the same peer group used to assess Executive Officer compensation as well as information on market practice. The Governance Committee determined that the companies included within this peer group were appropriate comparators for our industry, size and competitive environment for executives and directors. After this review and upon the recommendation of the Governance Committee, in December 2023, the Board approved the fiscal 2025 compensation program for our non-employee directors. The Board made no changes to the fiscal 2025 compensation program, except that the annual RSU grant for fiscal 2025 is valued at $375,000. Other than for Mr. Morfit, who waived receipt of the fiscal 2025 annual RSU grant, the annual RSU grants will vest in equal installments on February 22, May 22, August 22 and November 22, 2024, subject to each non-employee director’s continued service through such date.

Director Stock Ownership Requirement

 

The Board’s stock ownership policy provides that each non-employee director is required to attain, by the fifth anniversary of such director’s initial election to the Board, a minimum share ownership position equal to the lesser of (i) 7,500 shares of common stock or (ii) such number of shares of common stock having an aggregate value of $400,000 based on the market price of our common stock on the first trading day of the fiscal year. As of April 15, 2024, all non-employee directors were in compliance with our stock ownership policy.

 

 

 

 

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ESG AT SALESFORCE*

At Salesforce, we believe that focusing on environmental, social and governance (“ESG”) excellence guides us in being an ethical, resilient company to deliver value to our stakeholders now and in the future. Our core values of Trust, Customer Success, Innovation, Equality and Sustainability inform our strategy and operations across the Company. Transparency is a key pillar of our commitment to ESG excellence. We believe companies should clearly report progress and consistently communicate decision-useful information on ESG topics to their key stakeholders. It’s our belief that comparable, consistent, and verified ESG disclosure is critical to understanding the long-term health and resilience of a business.

For over ten years, we have published an annual Stakeholder Impact Report detailing our ESG strategy, programs, goals and commitments, and key metrics. Our ESG disclosures are guided by ESG materiality assessments, which identify the topics most important to our stakeholders and to our success as a business. We also look to leading third-party ESG disclosure frameworks and standards when identifying key ESG performance indicators to report against. Read more about these initiatives in our Stakeholder Impact Report at salesforce.com/stakeholder-impact-report.

Environment

 

Salesforce envisions a net zero, nature positive future for all. We continue to operationalize environmental sustainability into our core business decisions, as supported by rigorous data, to drive efficiency and innovation. We aspire to help the world achieve a just and equitable transition to net zero emissions, in line with a 1.5°C future.

Climate Action Progress

In fiscal 2024, Salesforce maintained net zero residual emissions and procured electricity or the claims to electricity from renewable energy resources equivalent to 100% of the electricity we used globally. As an early adopter of science-based target-setting through the Science Based Targets Initiative, we are committed to reducing our combined scope 1 and scope 2 market-based method (“MBM”) emissions by 50%, reducing our scope 3 MBM emissions from fuel and energy-related activities (“FERA”) by 50%, and engaging with suppliers representing 60% of our applicable scope 3 location-based method (“LBM”) emissions to set their own science-based targets (“SBTs”). We achieved our scope 1 and scope 2 MBM emissions goal in fiscal 2023, and we exceeded our initial goal by ending fiscal 2024 with a cumulative 58% reduction. We remained on track to achieve our scope 3 FERA MBM emissions goal, with a 27% emission reduction by the end of fiscal 2024. Suppliers that have set SBTs comprised 25% of our applicable scope 3 LBM emissions, and suppliers with commitments to set SBTs comprised an additional 14%. Additionally, we have set a more ambitious climate target of reducing absolute, location-based emissions (without any compensation like renewables or carbon credit purchases) by 50% by fiscal 2031, and by 90% by fiscal 2041 across our entire value chain (scope 1, 2, and 3 emissions).

Our Task Force on Climate-Related Financial Disclosures (“TCFD”) Report was released in fiscal 2022, and we have detailed our climate action strategy in our Climate Action Plan. Read more about our Climate Action Plan at salesforce.com/sustainability and find our TCFD Report at investor.salesforce.com/tcfdreport.

Global Collaboration and Initiatives

Salesforce actively engages with policymakers, peers, partners, suppliers and customers to accelerate collective environmental progress up and down our value chains. In fiscal 2024, we focused on advancing four key campaigns through climate policy engagement: (1) accelerating the energy transition, (2) advocating for strong policies to conserve and restore ecosystems, (3) advancing best-in-class standards of transparency for corporate climate action, and (4) prioritizing equity and justice in climate action. For example, we supported the passage of California’s SB 253, Climate Corporate Data Accountability Act, requiring large companies to disclose greenhouse gas emissions and set science-based reduction targets, and the adoption of SEC rules to enhance and standardize climate-related disclosures.

We are also committed to developing a comprehensive program to address the nature crisis. In fiscal 2024, we accelerated 1t.org, a global tree movement we co-founded in 2020, and supported the Mangrove Breakthrough, a new collaborative framework designed to secure the future of the world’s mangroves. We invested in eight mangrove restoration projects, bringing our cumulative total to 52 million trees funded in support of our 100 million tree commitment.

 

*

Company goals are aspirational and may change. Statements regarding the Company’s goals are not guarantees or promises that they will be met. Content available at websites and in documents referenced in this section are not incorporated herein and are not part of this Proxy Statement.

 

 

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Sustainability Solutions

We believe that our technology can play an important role in helping accelerate climate action on a global scale. We use our core competencies to help organizations increase their impact, reduce costs and drive sustainable transformation through our technology solutions and a robust partner ecosystem for customers. Our Net Zero Cloud is a complete ESG management platform, helping companies accelerate their path to net zero by allowing them to track, manage, and forecast their environmental footprint with reliable, investor-grade data and automate ESG reporting with AI. In fiscal 2024, we released report builders for Net Zero Cloud that are tailored towards major standards and reporting frameworks, including CSRD and SASB, and are designed to help companies align with new ESG disclosure standards and frameworks. We also offer Net Zero Marketplace, a climate action hub powered by Salesforce Commerce Cloud, designed to help other organizations navigate carbon markets and source high-quality carbon credits and carbon emissions factors data sets.

Social

 

Salesforce envisions a more equitable future for all. This starts with creating the most inclusive workplace possible, supporting the communities around us, and empowering everyone to succeed.

Equality, Diversity and Inclusion

Equality is a core value at Salesforce. We aim to create a workplace that reflects the diverse communities we serve and empowers our employees to succeed and perform at their best. We believe values create value and strengthen our ability to grow the business, support our employees and serve our customers. Equality is deeply embedded in our culture and critical to our business. Key examples include:

 

 

A Diverse Workplace: We strive to create a workplace that reflects the diverse communities around us and where everyone feels seen, heard, valued, and empowered to succeed. We have set ambitious goals for building a more diverse workplace and have made progress over the last several years. More than 50% of our U.S. employees are made up of underrepresented groups (Women, Black, Latinx, Indigenous, Multiracial, LGBTQ+ employees, People with Disabilities, and Veterans), a milestone we reached in early 2022. We regularly assess our goals to determine where we can accelerate this work.

 

 

Promoting Inclusion: Consistent with Salesforce’s values, we have extensive equal employment opportunity and anti-discrimination policies and practices that help us foster a workplace environment that promotes inclusion and diversity. Salesforce also empowers 13 Equality Groups to create a community for underrepresented groups and their allies, offer professional development and mentoring opportunities, and empower employees to be impactful equality leaders in their community.

 

 

Pay Fairness: One of the most powerful examples of our core value of Equality is our ongoing commitment to equal pay. Each year, we conduct a pay analysis as part of our annual compensation process and make adjustments as needed to promote pay fairness across gender globally and race in the United States.

Read more about the Company’s commitments to equality at salesforce.com/company/equality.

Talent and Career Development

We believe our culture is our greatest competitive advantage—it engages our people, drives innovation, and ultimately helps our customers succeed. Our company culture is centered around our core values and fosters open dialogue, collaboration, recognition and a sense of camaraderie, all of which we believe allows us to attract and retain the best talent, which is critical for our continued success. We prioritize helping our employees build new skills and unique experiences to help create lasting careers. We offer our employees various talent development programs designed to create a culture of continuous learning. Learning and development opportunities include Trailhead, our learning platform available for all employees, in-person and virtual classes, guides, workbooks and more. We encourage our employees to seek personal and professional development opportunities with external organizations and offer yearly education reimbursement to employees who wish to continue job-related education from accredited institutions or organizations.

Employee Engagement

Our focus on culture has helped us attract and retain world-class talent, earn customer loyalty, and deeply engage our employees around the world.

 

 

Our V2MOM: Alignment and consistent and clear communication are a key part of our employee engagement. Each year, we complete a corporate V2MOM, which is an internal management tool used to align the Company on our vision, values, methods, obstacles and measures for the upcoming year. All employees are then expected to complete their own V2MOM that aligns with the corporate V2MOM.

 

 

 

 

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Core Values: As our Code of Conduct reflects, our core values remain the foundation of the Company and directly impact our ability to deliver success. We expect all of our employees to commit to acting with integrity and treating others with compassion and respect.

 

 

Our Technology: We use our own technology to drive engagement and improve performance. In fiscal 2024, we rolled out dozens of AI-powered tools and apps that help increase productivity.

 

 

Staying Connected: Our leadership strives for active engagement with our employees through a variety of channels, including all-company meetings and our daily newsletter, The Daily, helping employees to stay connected with the business and new developments.

 

 

Employee Feedback: Twice a year, our employees have an opportunity to complete a confidential survey that allows Salesforce to measure employee engagement, the health of our culture and how we are living up to our values. Our employee survey is an important employee listening tool and helps drive real change across the Company.

Total Rewards

We believe offering competitive compensation packages and robust benefits is an important factor in our ability to attract, retain and motivate our employees and to help enhance their everyday wellbeing.

 

 

Compensation: We use a combination of fixed and variable cash compensation for employees and award equity compensation to certain employees primarily in the form of restricted stock units and, at senior levels, in the form of performance-based restricted stock units as well as stock options in limited cases.

 

 

Well-being: We are committed to supporting our employees’ and their families’ well-being by offering flexible benefits that vary by country and are designed to meet or exceed local legal requirements and to be competitive in the marketplace. This includes robust health and insurance benefits and wellness resources. We also offer generous time off and leave programs, including seven days (56 hours) of paid volunteer time off annually.

 

 

Financial Goals: We offer robust financial benefits focused on aiding our employees with their financial goals, including 401(k) plan matching and an employee stock purchase plan, which allows eligible employees to purchase our stock at a 15% discount up to U.S. Internal Revenue Code limits.

Philanthropy

Since our inception, Salesforce has been committed to giving back. We pioneered and have inspired other companies to adopt our 1-1-1 integrated philanthropy model, which leverages 1% of a company’s equity, 1% of its employee time and 1% of its product to help improve communities around the world. Together with the Salesforce Foundation, a 501(c)(3) non-profit organization, from inception to January 31, 2024, we have given approximately $700 million to charitable organizations and logged approximately 8.7 million employee volunteer hours around the world. In fiscal 2024, we provided approximately $36 million in education grants, supporting 46 organizations globally. Together with our community of approximately 56,000 nonprofit and higher education customers, we drive innovation on Salesforce for Nonprofits and Salesforce for Education to help maximize social impact. Read more about the Company’s philanthropic efforts at salesforce.com/company/philanthropy.

Recognition

We are honored to be recognized by organizations and media around the world for our ESG commitments and initiatives and for our efforts to be a great place to work. Below are some of our most recent awards.

 

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Governance

 

Our governance strategy focuses on creating long-term value for all stakeholders by setting high standards that go above compliance and working with the Salesforce ecosystem to achieve them. We lead by example, spearheading initiatives in corporate governance, business ethics, privacy and security, ethical and inclusive product, supply chain responsibility, government affairs and civic engagement.

Corporate Governance

Our core values of Trust, Customer Success, Innovation, Equality and Sustainability shape how we do business every day, and our corporate governance and business ethics practices are what support these values. Salesforce is committed to conducting business in accordance with the laws and regulations that apply to us, and we strive to be one of the most ethical companies in the world.

Our Board of Directors has oversight over ESG initiatives and promotes our cohesive ESG strategy to deliver impact throughout the Company in an integrated way. Our Governance Committee oversees our corporate governance generally, meeting regularly with our Chief Compliance Officer, and periodically reviews our ESG programs, as set forth in its charter. Our Audit Committee oversees certain ESG-related disclosures and metrics, as well as Ernst & Young LLP’s limited assurance review thereof. Our Cybersecurity & Privacy Committee oversees our cybersecurity matters, meeting regularly with our Chief Trust Officer, and oversees our privacy and ethical use of technology matters, meeting regularly with our Chief Ethical & Humane Use Officer.

To strengthen accountability and accelerate progress in our ESG initiatives, we have, for the second year in a row, included ESG goals as part of our executive compensation programs. For fiscal 2024, 10% of the target cash incentive opportunity for executive vice presidents and above is tied to achieving quantified ESG measures. These measures include two equality measures and two sustainability measures, each weighted equally.

The success of our employees, customers and stockholders depends on our ability to manage our business ethically, transparently and responsibly. Our Code of Conduct and Business Conduct Principles are both publicly available and, in conjunction with other internal policies, communicate our values and expectations for employees and key stakeholders. Our Corporate Governance Guidelines, which detail our corporate governance practices with respect to our Board and its committees, are reviewed periodically by our Governance Committee. Read more about our corporate governance practices, including our publicly available Corporate Governance Guidelines, at investor.salesforce.com/corporate-governance.

Privacy and Security

Both privacy and security play an essential role at Salesforce in empowering us to live our core values. At Salesforce, we recognize privacy as a fundamental human right and integral to trusted relationships between organizations and their stakeholders. Nothing is more important than the success of our customers and the privacy of their customers’ data. Our Board’s Cybersecurity and Privacy Committee oversees Salesforce’s privacy matters and meets regularly with our privacy senior management. Read more about our commitment to privacy at salesforce.com/company/privacy.

When a company purchases Salesforce offerings, they gain a trusted digital advisor who works together with them in a joint effort to protect customer data. We aim to provide the most secure and compliant enterprise cloud on the market, and we work to build trust and in-depth defense into all of our systems. Among other things, we employ a diverse, experienced team of cybersecurity professionals, engage in community events, and offer free online cybersecurity incident prevention training so our customers can focus on their business, knowing their data is safe and accessible as needed. Read more about our cybersecurity program, best practices for customers and our system status and security at trust.salesforce.com.

Ethical and Inclusive Products

At Salesforce, we recognize that we have a responsibility to society, and we aspire to create technology that has a profound positive impact on our society and the world at large. Our Office of Ethical and Humane Use ensures Salesforce technologies are designed, deployed and used in an ethical, accessible and inclusive way, and regularly engages with stakeholders and experts in furtherance of this commitment. We champion intentional innovation that considers unintended consequences in product and policy and aims to prevent harm and create better product experiences for everyone. In fiscal 2024, we sought to make our AI products the most ethical and trusted in the industry by refining our guidelines for responsible generative AI and updating our AI Acceptable Use Policy to specifically address customer use of AI, including generative AI. Read about our commitment to the ethical and inclusive design, development and use of technology at salesforce.com/company/intentional-innovation.

 

 

 

 

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ESG AT SALESFORCE

(CONTINUED)

 

 

 

Government Affairs and Civic Engagement

Salesforce’s Government Affairs team works with policymakers and governments around the world to advocate for public policies that serve our stakeholders, including our stockholders, customers, employees, partners, communities, planet, and society. Salesforce is nonpartisan in this work, and we support policies, eligible organizations, and issues that align with our core values. We also promote nonpartisan civic engagement amongst our employees according to their own personal views through our nonpartisan Get Out the Vote program, volunteer time off (VTO) for nonpartisan poll work, and educational speaker series events. We are committed to complying with all laws, rules, and regulations relevant to our political activity and we publicly disclose all contributions in the U.S. in reports filed with the Federal Election Commission, with various state campaign finance commissions, and on our website. Our Governance Committee provides independent oversight and annually reviews our political contributions. Management prepares a detailed annual report of our corporate political spending, which is publicly accessible at salesforce.com/company/public-policy.

 

 

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of our common stock by: (i) all those known by us to be beneficial owners of more than five percent of the outstanding shares of our common stock; (ii) each of our directors and director nominees; (iii) each Named Executive Officer; and (iv) all current directors and executive officers as a group. This table is based on information provided to us or filed with the SEC by our directors and director nominees, executive officers and principal stockholders. Unless otherwise indicated in the footnotes below, and subject to community property laws where applicable, each of the named persons has sole voting and investment power with respect to the shares shown as beneficially owned. For our directors and director nominees, Named Executive Officers and current directors and executive officers as a group, the information in the table is as of March 31, 2024 and for other stockholders, the information is as of December 31, 2023 based on their filings with the SEC.

Except as set forth below, the address of each stockholder listed in the following table is Salesforce, Inc., 415 Mission Street, 3rd Floor, San Francisco, California 94105. In accordance with SEC rules, applicable percentage ownership in the following table is based on 970,283,653 shares of Salesforce common stock outstanding as of March 31, 2024, plus, as applicable for our directors and executive officers, each holder’s options or other equity awards vesting or exercisable within 60 days thereof.

 

  Name and Address of Beneficial Owner    Number of Shares
Beneficially Owned
     Percent of
Class
 

Five Percent Stockholders

                 

The Vanguard Group(1)

     83,624,885        8.6%  

100 Vanguard Boulevard, Malvern, Pennsylvania 19355

     

BlackRock, Inc.(2)

     72,882,619        7.5%  

50 Hudson Yards, New York, New York 10001

     
     

Directors and Named Executive Officers

                 

Marc Benioff(3)

     24,038,731        2.5%  

Laura Alber(4)

     4,760        *  

Craig Conway(4)

     12,855        *  

Arnold Donald(4)(5)

     2,935        *  

Parker Harris(6)

     2,493,809        *  

Neelie Kroes(4)

     9,941        *  

Sachin Mehra(4)

     2,324        *  

Brian Millham(7)

     64,259        *  

Mason Morfit(8)

     3,487,972        *  

Oscar Munoz(4)(9)

     4,975        *  

Sabastian Niles

            *  

John V. Roos(4)

     14,207        *  

Srinivas Tallapragada(10)

     226,177        *  

Robin Washington(4)

     40,815        *  

Amy Weaver(11)

     70,772        *  

Maynard Webb(4)(12)

     10,390        *  

Susan Wojcicki(4)(13)(14)

     112,165        *  

Current Directors and Executive Officers as a Group (20 Persons)(15)

     30,790,180        3.2%  
*

Less than 1%.

(1)

Based upon a Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group reported that it has no sole voting power, sole dispositive power with respect to 79,493,169 shares of common stock, shared voting power with respect to 1,266,345 shares of common stock and shared dispositive power with respect to 4,131,716 shares of common stock.

(2)

Based upon a Schedule 13G/A filed with the SEC on January 26, 2024. BlackRock, Inc. reported that it has sole voting power with respect to 65,427,150 shares of common stock, sole dispositive power with respect to 72,882,619 shares of common stock and no shared voting or shared dispositive power.

 

 

 

 

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SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS (CONTINUED)

 

 

 

(3)

Includes (i) 1,012,565 shares issuable upon the exercise of options vested and exercisable as of March 31, 2024 or, assuming continued service to the Company, vesting within 60 days of March 31, 2024 and (ii) 10,000,000 shares held by the Marc Benioff Fund LLC. All other shares are held in the Marc R. Benioff Revocable Trust.

(4)

Includes 330 shares issuable upon settlement of RSUs within 60 days of March 31, 2024.

(5)

Includes 2,444 shares held in trust.

(6)

Includes (i) 569,494 shares issuable upon the exercise of options vested and exercisable as of March 31, 2024 or, assuming continued service to the Company, vesting within 60 days of March 31, 2024 and upon settlement of RSUs within 60 days of March 31, 2024, (ii) 956,987 shares held in a family trust, and (iii) 861,491 shares held by LLCs managed by Mr. Harris and his spouse.

(7)

Includes 64,259 shares issuable upon the exercise of options vested and exercisable as of March 31, 2024 or, assuming continued service to the Company, vesting within 60 days of March 31, 2024 and upon settlement of RSUs within 60 days of March 31, 2024.

(8)

Includes 3,486,309 shares that are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the majority owner of the membership interests of VA Partners I, LLC, (v) ValueAct Holdings II, L.P. as the sole owner of the membership interests of ValueAct Capital Management, LLC and as the majority owner of the limited partnership interests of ValueAct Capital Management, L.P., and (vi) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. and ValueAct Holdings II, L.P. Mr. Morfit is a member of the management board of ValueAct Holdings GP, LLC. Each reporting person and entity listed above disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

(9)

Includes 4,645 shares held in a family trust.

(10)

Includes 164,828 shares issuable upon the exercise of options vested and exercisable as of March 31, 2024 or, assuming continued service to the Company, vesting within 60 days of March 31, 2024 and upon settlement of RSUs within 60 days of March 31, 2024.

(11)

Includes 31,356 shares issuable upon the exercise of options vested and exercisable as of March 31, 2024 or, assuming continued service to the Company, vesting within 60 days of March 31, 2024 and upon settlement of RSUs within 60 days of March 31, 2024.

(12)

Includes 187 shares held in a family trust.

(13)

Includes 79,723 shares held in a family trust.

(14)

Includes 28,365 shares as to which Ms. Wojcicki shares or may be deemed to share voting and investment power. Ms. Wojcicki disclaims beneficial ownership of such shares.

(15)

Includes 2,029,246 shares issuable upon the exercise of options vested and exercisable as of March 31, 2024 or, assuming continued service to the Company, vesting within 60 days of March 31, 2024, and upon settlement of RSUs within 60 days of March 31, 2024.

 

 

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EQUITY COMPENSATION PLAN

INFORMATION

 

 

EQUITY COMPENSATION PLAN INFORMATION

We currently maintain three primary equity compensation plans that provide for the issuance of shares of our common stock to our officers and other employees, directors and consultants: the 2004 Employee Stock Purchase Plan (the “ESPP”) and the 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”), which have both been approved by stockholders, and the 2014 Inducement Equity Incentive Plan (the “2014 Inducement Plan”), which has not been approved by stockholders. We have also assumed certain plans in connection with acquisitions, which plans have not been approved by Salesforce’s stockholders.

The following table sets forth information regarding outstanding stock options and RSUs as well as shares reserved for future issuance under the foregoing plans as of January 31, 2024:

 

Plan category

 

 

Number of Securities

to Be Issued Upon

Exercise of

Outstanding

Options, Warrants

and Rights

(a)

 

    

Weighted-

Average

Exercise Price of

Outstanding

Options,

Warrants

and Rights

(b)(1)

 

    

Number of Securities

Remaining Available for

Future Issuance Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column (a))

(c)

 

 

Equity compensation plans approved by stockholders

 

 

39,177,868(2)  

 

  

 

$192.02   

 

  

 

76,571,164(3)    

 

Equity compensation plans not approved by stockholders

 

 

1,454,928(4)  

 

  

 

$ 63.69   

 

  

 

921,317(5)    

 

 

 

 

 

Total

 

 

40,632,796    

  

 

$185.77   

 

  

 

77,492,481      

 

(1)

The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon vesting of outstanding RSU awards and performance-based RSU (“PRSU”) awards which have no exercise price.

(2)

Consists of options, RSUs, and PRSUs granted under the 2013 Equity Incentive Plan. For purposes of this table, PRSUs are assumed to be payable at 100% of target. If instead PRSUs paid out at maximum, the number of securities to be issued would be 40,952,023.

(3)

Consists of 16,979,709 shares available under the ESPP, including 2,397,823 shares subject to purchase during the purchase periods in effect as of January 31, 2024, and 59,591,455 shares available under the 2013 Equity Incentive Plan. Offerings under the ESPP were authorized by the Board in September 2011.

(4)

Consists of shares (other than restricted stock awards) issuable under the 2014 Inducement Plan and the following plans, which have been assumed by us in connection with certain of our acquisition transactions: the SteelBrick Holdings, Inc. 2013 Equity Incentive Plan assumed by us with our acquisition of SteelBrick Inc. in December 2015; the MetaMind, Inc. 2014 Stock Incentive Plan assumed by us with our acquisition of MetaMind, Inc. in April 2016 (the “MetaMind Plan”); the Demandware, Inc. 2012 Stock Incentive Plan assumed by us with our acquisition of Demandware, Inc. in July 2016; the BeyondCore, Inc. 2007 Stock Incentive Plan assumed by us with our acquisition of BeyondCore, Inc. in August 2016; the Krux Digital, Inc. 2010 Stock Plan assumed by us with our acquisition of Krux Digital, Inc. in November 2016; the CloudCraze Software LLC 2016 Omnibus Incentive Plan assumed by us with our acquisition of CloudCraze LLC in April 2018; the MuleSoft, Inc. 2006 Stock Plan, MuleSoft, Inc. 2016 Equity Incentive Plan, and MuleSoft, Inc. 2017 Equity Incentive Plan, each assumed by us with our acquisition of MuleSoft, Inc. in May 2018; the Datorama Inc. 2012 Stock Incentive Plan assumed by us with our acquisition of Datorama Inc. in August 2018; the Optimizer Topco S.A.R.L. 2015 Share Incentive Plan assumed by us with our acquisition of ClickSoftware Technologies Ltd. in October 2019; the MapAnything, Inc. Amended and Restated 2015 Stock Incentive Plan assumed by us with our acquisition of MapAnything, Inc. in May 2019; the Salesforce Tableau Equity Plan assumed by us with our acquisition of Tableau Software, Inc. in August 2019; the Evergage, Inc. 2010 Stock Plan, assumed by us with our acquisition of Evergage, Inc. in February 2020; the Vlocity, Inc. 2014 Stock Option and Grant Plan, assumed by us with our acquisition of Vlocity, Inc. in June 2020; the Slack 2009 Stock Plan and the Slack 2019 Stock Option and Incentive Plan, each assumed by us with our acquisition of Slack Technologies, Inc. in July 2021; and the Traction Sales and Marketing Inc. Equity Incentive Plan assumed by us with our acquisition of Traction Sales and Marketing Inc. in April 2022.

(5)

Consists of the 2014 Inducement Plan and the MetaMind Plan. The material features of the 2014 Inducement Plan and the MetaMind Plan are described below.

Material Features of the 2014 Inducement Equity Incentive Plan

 

The 2014 Inducement Plan was established by the Board in July 2014 with the purpose of attracting, retaining and incentivizing employees in furtherance of Salesforce’s success. In accordance with NYSE rules, this plan is used to offer equity awards as material inducements for new employees to join Salesforce, typically in connection with acquisitions. Subject to adjustment for certain changes

in our capitalization, the maximum aggregate number of shares that may be issued under the 2014 Inducement Plan is the sum of 5,085,000 plus the number of shares, not to exceed 2,750,000, that, as of July 9, 2014, remained available for issuance under our 2006 Inducement Equity Incentive Plan (the “Prior Inducement Plan”) or that, after July 9, 2014, otherwise would have returned to the Prior Inducement Plan under its terms (for example, due to the expiration or forfeiture of an award under the Prior Inducement Plan).

The equity grants awarded under the 2014 Inducement Plan are typically in the form of RSUs but this plan also provides for the granting of other types of equity awards, including stock options, with exercise prices equal to the fair market value of our common stock on the date of grant. As of January 31, 2024, 911,255 shares of Salesforce common stock remained available for issuance under the 2014 Inducement Plan.

 

 

 

 

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EQUITY COMPENSATION PLAN

INFORMATION (CONTINUED)

 

 

 

Material Features of the MetaMind, Inc. 2014 Stock Incentive Plan

 

The MetaMind, Inc. 2014 Stock Incentive Plan (the “MetaMind Plan”) was established by MetaMind, Inc. (“MetaMind”) in 2014 and was assumed by Salesforce in 2016 in connection with our acquisition of MetaMind. The purpose of the MetaMind Plan is to attract, retain and motivate persons who are expected to make important contributions and provide such persons with equity ownership opportunities and performance-based incentives intended to better align the interests of such persons with those of stockholders. From and after April 1, 2016, only employees, officers, directors, consultants and advisors of MetaMind as of immediately prior to such date and employees, officers, directors, consultants and advisors of Salesforce hired on or following such date are eligible to receive grants of new awards under the MetaMind Plan. The MetaMind Plan provides for the award of incentive stock options and nonstatutory stock options, each of which must generally have an exercise price equal to at least the fair market value of our common stock on the date of grant; stock appreciation rights; restricted stock awards; RSU awards; and other stock awards.

On April 1, 2016, Salesforce assumed outstanding stock options under the MetaMind Plan to purchase 55,110 shares of Salesforce common stock and outstanding RSUs in respect of 22,053 shares of Salesforce common stock. As of such date, 211,918 shares of common stock remained issuable for new awards under the MetaMind Plan. As of January 31, 2024, 10,062 shares of Salesforce common stock remained available for issuance under the MetaMind Plan.

 

 

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A LETTER FROM OUR

COMPENSATION COMMITTEE

 

 

A LETTER FROM OUR COMPENSATION COMMITTEE

May 16, 2024

Dear Fellow Stockholders,

Fiscal 2024 was a transformative year for Salesforce. At this time last year, the Company accelerated progress on our goals to restructure the business for the short and long term, increase productivity, and achieve operational excellence. Over the last year, our management team has not only achieved these goals, but has outperformed on key metrics, while delivering continued innovation across core categories and rapidly bringing new Data and AI solutions to market. And, importantly, our management team continued to build relationships with you, our stockholders. We are proud of our executive team’s effort, which has driven significant value for stockholders at a rapid pace.

In particular, we would highlight that the Company:

 

 

Achieved non-GAAP operating margin that exceeded our fiscal year goal and reflected unprecedented margin growth for the Company

 

 

Achieved operating cash flow of $10.2 billion, up 44% year-over-year and the highest cash flow in Salesforce’s history

 

 

Declared Salesforce’s first ever dividend in its 25-year history

 

 

Reduced stock-based compensation expense as a percentage of revenue from 10.5% in fiscal 2023 to 8% in fiscal 2024

 

 

Fully offset dilution from our stock-based compensation with share repurchases

These results reflect tremendous discipline and position Salesforce for sustainable long-term value creation.

We have long anchored our compensation philosophy in pay for performance and, consistent with this philosophy, the equity award granted to Mr. Benioff early in fiscal 2024 was significantly reduced from prior years and targeted well below market, in light of Company performance in fiscal 2023. Subsequently, however, the Company significantly exceeded expectations in fiscal 2024. In light of the Company’s extraordinary fiscal 2024 performance, along with Mr. Benioff’s leadership as sole CEO during fiscal 2024 and the importance of retaining his continued leadership, particularly as the Company navigates complex, generational opportunities in the new era of data and AI, at the end of fiscal 2024, the Compensation Committee acted to close the gap between the $15 million value of Mr. Benioff’s initial fiscal 2024 equity award and an appropriately competitive equity opportunity. To achieve this, the Committee approved a second fiscal 2024 award for Mr. Benioff that provides an incremental equity opportunity of $20 million, delivered 60% in PRSUs and 40% in stock options. This decision reflects our pay for performance philosophy and brought Mr. Benioff’s aggregate fiscal 2024 equity opportunity to $35 million, which is between the 50th and 75th percentiles of market.

Our broader fiscal 2024 executive compensation program reflects feedback from stockholders, and we believe this program has served well to motivate our executives to drive profitable growth and sustainable long-term value creation. When we set the compensation program for fiscal 2024, we introduced non-GAAP operating margin as a PRSU metric, weighted at 50% in order to link a meaningful portion of executive pay to the Company’s margin progression, in complement to our three-year relative TSR metric, also weighted at 50%. For Executive Officers other than the CEO and COO, we eliminated the use of stock options and increased the PRSU component of the long-term equity incentive program from 25% to 50%. Our annual cash incentive program continued to emphasize the three financial measures we believe are key indicators of profitable growth: revenue, operating cash flow, and non-GAAP income from operations. Lastly, we also made changes to our compensation program for fiscal 2025 that calibrate executive compensation opportunities by role and more closely align the value of our cash and equity programs with market. The resulting increase in target compensation for our Named Executive Officers is weighted heavily towards variable compensation, consistent with our pay for performance philosophy.

As we reflect on Salesforce’s outstanding fiscal 2024 performance, we want to recognize our management team’s success in driving the Company’s transformation. We are excited about the significant opportunities for profitable growth in fiscal 2025 and beyond.

Thank you for your continued support and investment in Salesforce.

Sincerely,

The Compensation Committee

John V. Roos (Chair)

Craig Conway

Neelie Kroes

 

 

 

 

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COMPENSATION DISCUSSION

AND ANALYSIS

 

 

 

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program for our Named Executive Officers (“NEOs”), including our executive compensation policies and practices and the corresponding pay decisions for our NEOs for and during fiscal 2024 (February 1, 2023 to January 31, 2024) and the key factors the Compensation Committee considered in making those decisions. This Compensation Discussion and Analysis also addresses certain aspects of our compensation program applicable generally to our executive officers, including our NEOs, as defined under SEC regulations (the “Executive Officers”).

Named Executive Officers

 

For fiscal 2024, our NEOs were:

 

 

Marc Benioff, our Chair of the Board and Chief Executive Officer (“CEO”);

 

 

Amy Weaver, our President and Chief Financial Officer;

 

 

Brian Millham, our President and Chief Operating Officer;

 

 

Srinivas Tallapragada, our President and Chief Engineering Officer; and

 

 

Sabastian Niles, our President and Chief Legal Officer.

Executive Summary

 

Fiscal 2024 Performance Highlights

Fiscal 2024 was a meaningful inflection point for Salesforce as we continued to transform our company for profitable growth. Our executive compensation program is designed to reward our NEOs for the achievement of Company-wide financial, operating, and strategic objectives and the creation of long-term stockholder value. In fiscal 2024, we achieved significant business and financial results, including:

 

 

Revenue. Fiscal 2024 revenue was $34.9 billion, an increase of 11% year-over-year.

 

 

Operating Margin. Fiscal 2024 GAAP operating margin was 14.4%, up from 3.3% a year ago. Fiscal 2024 non-GAAP operating margin was 30.5%, up from 22.5% a year ago.2

 

 

Income from Operations. Fiscal 2024 GAAP income from operations was $5.0 billion, compared to $1.0 billion from a year ago. Fiscal 2024 non-GAAP income from operations was $10.6 billion, compared to $7.1 billion from a year ago.2

 

 

Earnings per Share. Fiscal 2024 diluted earnings per share was $4.20, compared to $0.21 from a year ago.

 

 

Cash Flow. Cash generated by operations for fiscal 2024 was $10.2 billion, an increase of 44% year-over-year. Total cash, cash equivalents and marketable securities as of January 31, 2024 was $14.2 billion.

 

 

Remaining Performance Obligation. Total remaining performance obligation, which represents all future revenue under contract yet to be recognized, as of January 31, 2024 was approximately $56.9 billion, an increase of 17% year-over-year. Current remaining performance obligation as of January 31, 2024 was approximately $27.6 billion, an increase of 12% year-over-year.

 

 

Share Repurchase Program. We repurchased approximately 36 million shares of our common stock during fiscal 2024, returning approximately $7.7 billion to stockholders.

The graphs below show our Revenue, Operating Cash Flow and Remaining Performance Obligation growth over the last five fiscal years.

 

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2 

See Appendix A for a reconciliation of GAAP to non-GAAP financial metrics and other information.

 

 

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COMPENSATION DISCUSSION

AND ANALYSIS (CONTINUED)

 

 

Fiscal 2024 Executive Compensation Program Highlights

As discussed above, our business and financial results provide additional context for our fiscal 2024 executive compensation pay outcomes.

 

Three-Year

PRSUs

 

April 2020 – April 2023

 

 

0%

 

Formulaic Payout

 

 

Metric

 

Relative TSR

 

Result: 21st Percentile

 

 

Annual Performance

Bonus

 

Fiscal 2024

 

100%

 

Formulaic Payout

 

Metrics

 

Revenue, Operating Cash Flow,

Non-GAAP Income from Operations,

Equality and Sustainability

 

Combined Results: ~118%*

 

(*Funding capped at 100%)

After considering stockholder feedback, input from management and advice from the Compensation Committee’s compensation consultant, the Compensation Committee undertook a comprehensive review of the structure and elements of our executive compensation program and made significant changes to our long-term equity incentive program. Highlights of our fiscal 2024 compensation program for our Named Executive Officers, including these changes, are below.

 

 

Maintained Target Total Cash Compensation Levels. For the ninth year in a row, we maintained Mr. Benioff’s base salary and target bonus at fiscal 2016 levels. We also made no changes to the other NEOs’ base salary and target bonus levels.

 

 

Set Rigorous Performance Goals.We established rigorous performance goals for our annual performance cash bonus and performance-based RSU (“PRSU”) programs, setting financial performance targets consistent with, or exceeding, our publicly announced fiscal 2024 financial guidance. Target payout for the three-year relative TSR goal in our PRSU program requires TSR outperformance at the 60th percentile relative to the Nasdaq-100 companies.

 

 

Restructured PRSU Program to Include Profitability Metric.We restructured our PRSU program to include non-GAAP operating margin, equally weighted with relative TSR. We continue to measure performance over a three-year period for relative TSR, and measure non-GAAP operating margin over three fiscal year periods, with any earned PRSUs eligible to “cliff” vest three years after grant.

 

 

CEO Equity Mix Continued to Consist of 60% PRSUs. We continued to deliver 60% of the total target value of our CEO’s fiscal 2024 equity awards in the form of PRSUs, with the remaining 40% delivered in stock options.

 

 

Increased the PRSU Component of the Standard Equity Mix for Other NEOs to 50%. We increased the PRSU weighting of our overall equity award mix to 50% and eliminated stock options from our standard equity mix for Executive Officers, except for Mr. Millham, whose equity award mix is governed by his pre-existing agreement (described below under “—Pre-existing Retention Agreement with Mr. Millham”).

 

 

Set CEO Total Fiscal 2024 Long-Term Equity Incentive Opportunity Between the 50th and 75th Percentile. Under Mr. Benioff’s leadership, the Company delivered exceptional value to stockholders in fiscal 2024. To recognize his leadership during the year and to deliver a market competitive long-term equity incentive opportunity reflecting these achievements, the Compensation Committee granted Mr. Benioff a long-term equity award in January 2024 in addition to his initial long-term equity incentive opportunity. The January 2024 grant, in addition to the initial grant, brought the total target value of his fiscal 2024 long-term equity incentive opportunity to a market competitive range between the 50th and 75th percentile of our compensation peer group. See “—Fiscal 2024 Long-Term Equity Award Decisions—Fiscal 2024 Equity Awards for Mr. Benioff” below for additional information.

 

 

Reduced the Amount of the Fiscal 2024 Long-Term Equity Incentives for Other Continuing NEOs. In connection with its annual compensation review during the first quarter of the fiscal year, to reflect Company performance in fiscal 2023, the Compensation Committee reduced the total target values of the annual long-term equity incentives for our continuing NEOs (other than as contractually required) by approximately 21% compared to fiscal 2023.

 

 

 

 

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COMPENSATION DISCUSSION

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Stockholder Engagement, Board Responsiveness and Program Evolution

 

 

 

Engaged in Discussions

>60%

of our outstanding

common stock

 

   

 

Engaged in Discussions

~90%

of our Top 20

stockholders

 

    

 

Director-Led Discussions

65%

of our Top 20

stockholders

 

Stockholder Engagement and Say on Pay

Our Board and Compensation Committee value our stockholders’ views on our executive compensation program. Our Compensation Committee has put considerable thought and care into evaluating and evolving our executive compensation program and we conduct ongoing outreach and engagement with our stockholders. In fiscal 2024, we met directly with stockholders who collectively own more than 60% of our shares outstanding. Meetings included discussions on financials and financial discipline, including progress on our profitable growth; business strategy and innovation, particularly around artificial intelligence; corporate governance; recent board refreshment and leadership structure; human capital management; sustainability initiatives; and other matters. Meetings are generally attended by senior leaders in Investor Relations, Legal, Executive Compensation, Equality and ESG Strategy, with independent members of the Board, including members of the Compensation Committee or our Lead Independent Director, often leading the discussions.

We hold a stockholder advisory vote on NEO compensation on an annual basis. In setting the form and amount of compensation for our NEOs, the Compensation Committee also considers the voting results from our most recent annual stockholder advisory vote on NEO compensation. We received more than 82% support for our fiscal 2023 NEO compensation program, indicating broad stockholder support for our executive compensation program. The Compensation Committee will continue to consider stockholder feedback and the outcomes of future advisory votes on NEO compensation, along with input from our independent compensation consultant, when evaluating our executive compensation program and making compensation decisions for our Executive Officers, including our NEOs.

The stockholder perspectives that we have received provide valuable insight as we continue to evolve our executive compensation program. Based on stockholder feedback, we made key changes to our executive compensation program in fiscal 2024 designed to further align pay and performance, and incentivize our NEOs to further transform our company for profitable growth.

 

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We believe our program evolution over time has advanced our compensation practices and governance in a manner that both benefits stockholders and continues to align with our strategy and pay philosophy.

 

 

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Compensation Philosophy and Practices

 

Philosophy and Objectives

Our compensation philosophy is driven by our objective to attract and retain the premier talent needed to lead our Company in a dynamic, innovative and competitive environment and to strongly align the interests of our NEOs with those of our stockholders. To accomplish this, we use compensation structures directly tied to the performance of our common stock, as well as key drivers of Company performance, including non-GAAP operating margin, revenue, operating cash flow and non-GAAP income from operations. Our executive compensation program is aligned with our overall business strategy, with a focus on driving profitable growth and long-term value for our stockholders.

We use a mix of base salary, annual performance-based cash incentive awards and long-term equity awards to incentivize and reward contributions to our performance and creation of stockholder value over time. Over 90% of our NEOs’ average target total direct compensation is variable and at-risk, consisting of an annual performance cash bonus opportunity and long-term equity awards comprised of PRSUs, stock options and RSUs, as described further below.

Challenges

We operate in a market and industry in which the competition for talented executives remains intense. The challenges we face in hiring and retaining Executive Officers include:

 

 

Highly Competitive and Dynamic Market and Industry — We are a pioneer in the innovative and highly competitive enterprise cloud computing market, as well as a rapidly evolving artificial intelligence and data strategy sector, where skills and experience are in high demand. Historically, we have felt intense pressure from privately held start-up and early-stage public companies that could offer executives opportunities perceived to provide greater equity appreciation potential than those available from an established public company like ours. We also compete with significantly larger competitors that may be able to offer higher compensation than we can. We expect this highly competitive environment to continue in the future.

 

 

Competitive Executive Retention Environment — In the technology industry, there is substantial and continuous competition for executives with the level of experience and aptitude to oversee the design, development and management of our software and technology services, innovate in emerging areas such as artificial intelligence, and lead our global sales and operations teams. We are headquartered in the San Francisco Bay Area, where competition for top talent is particularly fierce. Further, our success has made our Executive Officers more attractive as candidates for employment with other companies, and they are subject to significant ongoing recruiting efforts by other companies in the technology industry.

 

 

Executive Officer Recruiting Environment — We seek to recruit experienced Executive Officers with specific skills in key functional areas who have worked in fast-paced and operationally complex environments at companies of scale and growth comparable to ours. The number of executives with the most desirable experience is relatively low and proven executives are difficult to find. We have expanded our recruiting efforts both geographically and into other industries and sectors, which leads to increased complexity in recruiting efforts and has required us to be more flexible with our Executive Officer compensation packages.

Given this competitive environment, our compensation program is designed to be market competitive.

 

 

 

 

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COMPENSATION DISCUSSION

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Executive Compensation Governance Practices and Policies

We endeavor to maintain strong governance standards in our policies and practices related to executive compensation. Below is a summary of our key compensation and corporate governance practices.

WHAT WE DO

 

 

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  Actively engage in year-round dialogue with our stockholders and incorporate feedback into our executive compensation program

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  Structure executive compensation to link pay and performance, with a significant portion variable and at-risk

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  Set rigorous goals for our annual and long-term performance-based incentive programs

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  Grant PRSUs that require TSR outperformance (60th percentile) relative to peers to earn target payout for that goal

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  Cap performance-based annual bonus and long-term equity incentive payouts for NEOs

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  Provide double-trigger cash, option and RSU change of control benefits

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  Conduct an annual advisory vote on NEO compensation

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  Review and evaluate our executive compensation and compensation peer group on a regular basis

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  Maintain a clawback policy that applies to performance-based cash and equity programs

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  Engage an independent compensation consultant to advise the Compensation Committee

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  Require our NEOs to satisfy stringent stock holding requirements

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  Regularly assess the risk-reward balance of our compensation programs to mitigate undue risks in our programs
 

 

WHAT WE DON’T DO

 

 

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No pension plans

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No supplemental executive retirement plans

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No stock option repricing without stockholder approval

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No excise tax gross-ups upon a change of control

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  No hedging or pledging of our securities

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No payment of dividends or dividend equivalents until the related equity awards have vested

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No cash severance payments that exceed 2.99 times an Executive Officer’s base salary plus annual bonus target without stockholder approval

 

 

 

 

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COMPENSATION DISCUSSION

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Compensation Elements and Compensation for Named Executive Officers

 

We award cash compensation to our NEOs in the form of base salaries and annual cash incentives under our Annual Performance Bonus Plan, and we award long-term equity incentive awards in the form of PRSUs, RSUs and, to a lesser extent, stock options. We also provide certain other benefits, generally consistent with what we provide to other employees. We believe that each of these compensation elements is necessary to attract and retain our NEOs in a very competitive market for executive talent. Over 90% of our NEOs’ combined cash and equity target compensation opportunity for fiscal 2024 was variable and at-risk.

 

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*

Mr. Millham’s award mix is governed by his pre-existing retention agreement. See “—Pre-Existing Retention Agreement with Mr. Millham” below.

 

 

 

 

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COMPENSATION DISCUSSION

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Fiscal 2024 Base Salary and Target Cash Bonus Opportunity

We believe we must offer competitive base salaries to attract, motivate and retain high-performing executive officers. Base salary also informs each NEO’s individual target cash bonus opportunity, which is expressed as a percentage of base salary.

The Compensation Committee has generally set the base salaries and annual bonus opportunities for our NEOs after considering factors and input from its compensation consultant, which may include:

 

   

a market review of the base salaries paid to executives in our compensation peer group, as well as broader market survey data;

 

   

the overall compensation that each NEO may potentially receive during employment with us;

 

   

Company and individual performance;

 

   

the role, responsibility and experience of each NEO;

 

   

the level, scope and objectives of each NEO’s position; and

 

   

internal compensation alignment.

Before setting fiscal 2024 base salaries and bonus opportunities, the Compensation Committee conducted a review of our executive compensation program. Based on this review, and to reflect fiscal 2023 performance, the Compensation Committee determined not to change any of the NEOs’ fiscal 2024 base salaries or target bonus opportunities.

Mr. Niles joined the Company later in fiscal 2024. The Compensation Committee set Mr. Niles’ base salary at $900,000 and his target bonus opportunity at 100%, effective upon his start date. Similar to the Compensation Committee’s ordinary course annual review of base salaries and bonus opportunities for our other NEOs, the Compensation Committee considered market data, compensation peer group data, internal compensation alignment, and other relevant data and information provided by its compensation consultant.

 

Named Executive Officer

  

 

Fiscal 2024
Base Salary

    

Change from
Fiscal 2023

    

Fiscal 2024 Target Cash Bonus Opportunity
(% of Base Salary)

  

Change from
Fiscal 2023

 

Marc Benioff

   $ 1,550,000        No change      200%      No change  

Amy Weaver

   $ 1,000,000        No change      100%      No change  

Srinivas Tallapragada

   $ 1,000,000        No change      100%      No change  

Brian Millham

   $ 900,000        No change      100%      No change  

Sabastian Niles(1)

   $ 900,000        N/A      100%      N/A  

 

(1)

Mr. Niles joined the Company on July 31, 2023. His annual base salary and bonus opportunity were pro-rated for fiscal 2024.

 

 

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COMPENSATION DISCUSSION

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Annual Performance-Based Cash Bonuses

Our broad-based Annual Performance Bonus Plan is designed to tie individual cash bonus awards to achievement against key Company performance metrics that align with the interests of our stockholders. The actual bonus amounts earned by each NEO are based upon the achievement of pre-established Company financial performance goals, ESG measures and the NEO’s individual performance for the year. Attainment against Company performance goals is capped at 100% of target funding. In addition, the Compensation Committee can exercise discretion to reduce the formulaic funding percentage. Individual performance can increase or decrease the final bonus determination up to a maximum of 125% of an NEO’s bonus target. The Compensation Committee believes that the annual performance metrics contribute to driving long-term stockholder value, play an important role in incentivizing performance, and help attract, motivate, and retain our NEOs. Consideration of individual performance provides for individual accountability and the ability to differentiate pay based on outcomes that fall above or below expectations for the year, taking into consideration input from our CEO.

NEO Bonus Payout Formula

 

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The Compensation Committee typically approves the Company performance goals during the first quarter of the fiscal year. After the first half of the fiscal year, we pay 25% of the full target bonus amount for all employees, including our NEOs, and after the end of the fiscal year, we pay any remaining amount earned. The remaining amount is determined based on the level of achievement against the applicable Company performance goals and individual performance.

Fiscal 2024 Performance Metrics and Fiscal 2024 Payouts

For fiscal 2024, the Compensation Committee approved the following three equally weighted Company financial performance metrics: revenue, operating cash flow and non-GAAP income from operations. The Compensation Committee believes that basing NEO bonus amounts on these financial measures aligns NEO incentives with stockholder interests in accordance with our compensation philosophy. In addition, the Compensation Committee approved ESG objectives, consisting of two equality measures and two sustainability measures, all equally weighted.

The Company financial measures are collectively weighted at 90% and the ESG measures are collectively weighted at 10% for purposes of determining NEO bonus payouts. The Compensation Committee believes that these measures and weightings are appropriate to incentivize achievement of annual Company performance objectives that further our strategy, are used by investors to evaluate our financial performance, and build accountability.

 

 

 

 

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COMPENSATION DISCUSSION

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Financial Performance Measures. The financial measures serve as clear goals for our NEOs to achieve growth and profitability objectives that are key indicators of our financial strength and long-term profitable growth. A threshold level of performance must be met for each of the relevant financial metrics to fund that component of NEO bonuses. The Compensation Committee believes that financial targets should be rigorous and challenging. As shown below, the Compensation Committee set the fiscal 2024 financial targets substantially higher than the fiscal 2023 financial targets and actual results. In addition, the fiscal 2024 financial targets exceeded fiscal 2024 guidance published (or implied by our published guidance) at the beginning of fiscal 2024.

Annual Performance Cash Bonus Measures for Fiscal 2024 — Financial Measures and Attainment

(Amounts in $ millions)

 

 
Financial Measures(1)   Fiscal 2023     Fiscal 2024
  Target     Actual(2)     Target
    Actual    

Achievement

       
Revenue     $32,274       $31,352       $34,705       $34,857     100.4%
       
Operating Cash Flow     $7,450       $7,111       $8,320       $10,234     123.0%
       
Non-GAAP Income from Operations     $6,455       $6,794       $9,370       $10,689 (3)    114.1%
Total Formulaic Attainment for Financial Performance Measures                                   125.4%(4)

 

(1)

For purposes of the Annual Performance Bonus Plan, “Revenue” is defined as our GAAP revenues, as may be adjusted to exclude certain acquisitions; “Operating Cash Flow” is defined as our GAAP operating cash flow; and “Non-GAAP Income from Operations” is defined as our non-GAAP income from operations (revenues less cost of revenues and operating expenses, excluding the impact of stock-based compensation expense, amortization of acquisition-related intangible assets, and charges related to the restructuring plan), further excluding the impact of adjustments to the bonus payout percentage for amounts payable under the Annual Performance Bonus Plan, and as may be further adjusted for the impact of certain acquisitions. As a result, these financial metrics may differ from the financial results we report in our quarterly earnings release materials. See also Appendix A for an explanation of how non-GAAP income from operations, as reported in our quarterly earnings release materials, is calculated from our audited financials.

(2)

Results based on fiscal 2023 adjustments applicable to our annual bonus plan, as described in our 2023 proxy statement.

(3)

Results based on fiscal 2024 adjustments to Non-GAAP Income from Operations applicable to the Annual Performance Bonus Plan.

(4)

Represents the sum of the bonus funding drivers for each financial component based on the applicable payout scales. However, as noted above, formulaic funding is capped at 100% for Company performance.

 

 

Per the table above, actual attainment exceeded our fiscal 2024 financial targets for cash bonus payouts on all counts:

 

•   Revenue was $34,857 million, up 11% year-over-year;

 

•   Operating cash flow was $10,234 million, up 44% year-over-year; and

 

•   Non-GAAP income from operations was $10,689 million, up 57% year-over-year.

 

 

Based on our performance against these targets, the weighted contribution for the financial performance component of NEO bonus payouts was 112.9% (weighted at 90% of overall Company performance) for fiscal 2024.

ESG Measures. In fiscal 2024, to foster accountability and accelerate our ESG initiatives, we continued to include ESG performance as part of the Annual Performance Bonus Plan targets, weighted at 10% of overall Company performance. We included two equality measures and two sustainability measures, each weighted equally. Each metric accounts for 25% of the overall ESG component if the applicable target is met or exceeded, or 0% if attainment is below target levels. The equality measures focus on increasing representation of women, Black, Latinx, Indigenous and Multiracial employees. The sustainability measures focus on reducing global air travel emissions intensity, as well as increasing the percentage of spend with suppliers who have signed Salesforce’s Sustainability Exhibit, a procurement contract with the goal of reducing our collective carbon footprint and helping our suppliers set and meet climate targets. These measures are strategically aligned with existing public commitments and key initiatives.

 

 

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Annual Performance Bonus Measures for Fiscal 2024 — ESG Measures and Attainment

 

 ESG Measures (and Weighting)    Performance Targets   Achievement
 

50%

Equality

 

U.S. Underrepresented Minorities & Women

(25% weighting)

  

48.5% of our U.S. Employees

identify as Underrepresented Minorities(1) and/or Women as of the end of fiscal 2024

  Below
Target
 

Global Women

(25% weighting)

  

37% of our Global Employees

identify as Women as of the end of fiscal 2024

  Below
Target
 

50%

Sustainability

 

Air Travel

(25% weighting)

  

50% Reduction

in air travel emissions intensity(2) (GHG emissions / Revenue) for fiscal 2024 relative to fiscal 2020 levels

  Exceeded

Target

 

Supplier Engagement

(25% weighting)

  

45% of Spend

in fiscal 2024 with suppliers who have signed an agreement with a Salesforce Supplier Sustainability Exhibit(3)

  Exceeded

Target

Total Formulaic Attainment for ESG Measures

  50%

 

(1)

Underrepresented Minorities (URM) refers to ethnic or racial groups whose population is disproportionate to the population in society. In the U.S., we are referring to Black, Latinx, Native American, Native Hawaiian and Other Pacific Islander, and Multiracial employees of two or more races.

(2)

Air travel emissions intensity is the amount of greenhouse gas (GHG) emissions attributed to air travel per unit of annual revenue.

(3)

The Sustainability Exhibit is the set of sustainability-related terms that Salesforce aims to include in supplier contracts. With the Sustainability Exhibit, we ask suppliers to set science-based targets, increase sustainability disclosures, and deliver carbon-neutral products and services as part of their agreement with Salesforce.

As shown above, we exceeded target performance for two of our ESG measures for fiscal 2024 and did not meet target performance for the other two. Because attainment of our ESG measures is binary based on whether we meet our established targets, the weighted contribution for the ESG component of NEO bonus payouts was 5.0%.

Fiscal 2024 NEO Bonus Payouts. Our performance against our financial and ESG performance targets for fiscal 2024 resulted in a combined formulaic result of approximately 118% of target, based on weighted contributions of 112.9% and 5.0% for our financial and ESG goals, respectively. However, the actual combined payout percentage for NEO bonuses was reduced to 100% because our combined Company performance payout is capped at 100% of target.

The Compensation Committee approved fiscal 2024 bonus payments for each individual NEO at 100% of the target opportunity.

 

Named Executive Officer

 

  

Target Annual Bonus
Opportunity

 

  

Company Performance:
Final Payout Percentage
Reflecting Funding Cap
(1)

 

  

Individual

Performance
Multiplier

 

  

Fiscal 2024
Actual Bonus Payment

 

Marc Benioff

   $3,100,000    100%    100%      $ 3,100,000  

Amy Weaver

   $1,000,000    100%    100%      $ 1,000,000  

Srinivas Tallapragada

   $1,000,000    100%    100%      $ 1,000,000  

Brian Millham

   $  900,000    100%    100%      $ 900,000  

Sabastian Niles(2)

   $  456,164    100%    100%      $ 456,164  

 

(1)

Actual performance resulted in a combined formulaic payout percentage of approximately 118% of target prior to applying the funding cap.

(2)

Mr. Niles commenced employment on July 31, 2023; amount reflects pro-rated bonus eligible salary.

 

 

 

 

 

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COMPENSATION DISCUSSION

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Long-Term Equity Incentives

The Compensation Committee periodically reviews our equity compensation program from a market perspective as well as in the context of our overall compensation philosophy. The Compensation Committee also considers the appropriateness of various equity vehicles, such as PRSUs, stock options and RSUs, as well as overall program costs (which include both stockholder dilution and compensation expense), when evaluating the long-term incentive mix for our NEOs. Further, the Compensation Committee considers peer company data and competitive positioning, each NEO’s individual performance, and stockholder feedback.

Fiscal 2024 LTI Program Mix and Program Changes. Consistent with the annual long-term equity award mix for our CEO in fiscal 2023, Mr. Benioff received approximately 60% of his fiscal 2024 annual long-term equity award value in PRSUs and 40% in stock options, both of which the Compensation Committee consider to be performance-based. At the same time, the Compensation Committee increased the PRSU weighting of the overall equity award mix for our other Executive Officers and eliminated stock options from the standard equity award mix. As a result, Ms. Weaver and Mr. Tallapragada each received approximately 50% of their fiscal 2024 annual long-term equity award value in PRSUs and 50% in RSUs. As required under Mr. Millham’s pre-existing retention agreement (described below), Mr. Millham received approximately 50% of his fiscal 2024 annual long-term equity award value in stock options and 50% in RSUs.

PRSU Program Redesign. As discussed above, in April 2023, the Compensation Committee approved substantive changes to our fiscal 2024 PRSU program. These changes were made after considering stockholder feedback, comparative market and peer data, as well as input from management and the Compensation Committee’s independent compensation consultant.

We transitioned from a program that paid out based on a single performance metric (relative TSR) to a program that pays out based on relative TSR and non-GAAP operating margin performance, weighted equally. The Compensation Committee believes that including an operational metric in addition to TSR better motivates our Executive Officers to focus on core operational performance, which our leaders are most able to directly influence, while continuing to align their interests with stockholders through the relative TSR metric. We selected non-GAAP operating margin because we believe it is a key indicator of our performance as we continue to transform our Company and drive stockholder value through operating discipline and profitable growth.

 

Key Features of the Fiscal 2024 PRSUs

 

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Award design for fiscal 2024 PRSUs granted to NEOs in April 2023.

Performance Levels and Payout Scales

 

Performance Level

Relative TSR PRSUs Operating Margin PRSUs Payout Percentage
(as % of Target
PRSUs)

TSR Percentile Rank v.

PRSU Index Group over

Three-Year Measurement Period

Operating Margin Performance

(% of FY Non-GAAP

Operating Margin Target)

   

Below Threshold

Below 25th percentile Below 85% of Target 0%
   

Threshold

25th percentile 85% of Target 25%
   

Target

60th percentile 100% of Target 100%
   

Maximum

85th percentile 115% of Target 200%

Attainment between performance levels and the corresponding payout percentages is interpolated on a straight-line basis.

 

   

Target payout for the TSR metric requires TSR outperformance at the 60th percentile compared to the Nasdaq-100 Index group of companies (the “PRSU Index Group”) as of the beginning of the performance period;

 

   

Final payout percentages not determined until the end of the full three-year performance period;

 

   

Maximum payout is capped at 2x target;

 

   

No payout above target for the TSR metric if our TSR on an absolute basis is negative; and

 

   

Requires continued employment through the third anniversary of the grant date.

 

 

 

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Performance-Based Restricted Stock Units

Relative TSR PRSU Component. For PRSUs that vest based on relative TSR (“Relative TSR PRSUs”), we measure our TSR percentile rank over a three-year performance period relative to the PRSU Index Group to determine the final payout percentage, which ranges from 0% to 200% of target. There is no payout if our relative TSR rank is below the 25th percentile and target payout requires TSR outperformance at the 60th percentile compared to the PRSU Index Group over the three-year performance period. Payouts are capped at 100% of target if our absolute TSR is negative, regardless of our relative TSR percentile ranking.

Any earned Relative TSR PRSUs are eligible to “cliff” vest on (or shortly after) the third anniversary of grant, subject to the NEO’s continuous employment through the vesting date. Additional vesting rules apply in the event of a change of control of the Company, as described under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” below.

Operating Margin PRSU Component. For PRSUs that vest based on our non-GAAP operating margin performance (“Operating Margin PRSUs”), we measure non-GAAP operating margin performance annually over a three-year performance period to determine a final payout percentage, which can range from 0% to 200% of target. There is no payout if performance is below threshold. Threshold and maximum levels are equal to ~85% and ~115% of target, respectively (actual levels may differ slightly due to rounding to the tenth decimal). The final payout percentage is an average of the annual payout percentages for each fiscal year period. For the Operating Margin PRSUs granted in April 2023, the Compensation Committee approved non-GAAP operating margin goals for fiscal 2024 and fiscal 2025 at grant. The Compensation Committee set these goals consistent with our external guidance and financial plan at the time of grant, and therefore believed the goals were rigorous and would require substantial performance for achievement. As shown below, the fiscal 2024 non-GAAP operating margin target approved by the Compensation Committee was 27.0%, consistent with external guidance published at the beginning of fiscal 2024.

Based on fiscal 2024 performance, the annual payout percentage for the fiscal 2024 tranche of the Operating Margin PRSUs is 185%. Following the end of the applicable three-year performance period, the average of the annual payout percentages for each fiscal year of the performance period will be used to determine the final payout percentage for the Operating Margin PRSUs.

 

   
Performance Level   Fiscal 2024 Non-GAAP Operating Margin(1) Goals Actual Fiscal 2024
Performance
     
Threshold   23.0% 30.5%

 

Target  

27.0%

 

Maximum  

31.1%

 

(1)

Non-GAAP operating margin for each fiscal year means the proportion of non-GAAP income from operations for the applicable fiscal year as a percentage of GAAP revenue for the applicable fiscal year, rounded to the nearest 1/10th percent. GAAP revenues for the applicable fiscal year are defined as GAAP revenues for the applicable fiscal year as reported by the Company in its financial statements on Form 10-K filed with the SEC. Non-GAAP income from operations for the applicable fiscal year is defined as GAAP income from operations for the applicable fiscal year as reported by the Company in its financial statements on Form 10-K filed with the SEC, excluding the impact of stock-based compensation expense (excluding stock-based compensation expense associated with a formal restructuring plan(s)), amortization of acquisition-related intangibles, and charges related to a formal restructuring plan(s) for the applicable fiscal year as reported by the Company in its financial statements on Form 10-K filed with the SEC. See also Appendix A for a reconciliation of GAAP to non-GAAP financial metrics.

When setting the fiscal 2025 target, the Compensation Committee considered the level of difficulty and the meaningful level of performance required to achieve it. We are not disclosing the fiscal 2025 non-GAAP operating margin target at this time due to potential competitive harm. To maintain goal rigor and alignment with our externally communicated fiscal year guidance, the Compensation Committee determined to wait to approve the fiscal 2026 non-GAAP operating margin goals until after grant to have greater alignment with externally communicated financial projections and better visibility on the Company’s continued financial discipline and profitable growth progress. We believe this timing better enables the Compensation Committee to set targets that continue to motivate our Executive Officers and require substantial performance.

Any earned Operating Margin PRSUs are eligible to “cliff” vest on (or shortly after) the third anniversary of the grant date, subject to the NEO’s continuous employment through the vesting date. Additional vesting rules apply in the event of a change of control of the Company, as described under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” below.

Stock Options

We have historically granted, and may continue to grant, stock options to certain of our Executive Officers to align their interests with those of our stockholders. As discussed above, beginning in fiscal 2024, the Compensation Committee eliminated stock options from the award mix for NEOs below the CEO level, except for Mr. Millham, whose award mix is governed by his pre-existing retention agreement through March 2025 as described in “—Pre-existing Retention Agreement with Mr. Millham” below. The Compensation Committee continues to grant stock options to Mr. Benioff, rather than RSUs, to maximize the alignment of his pay with performance. Because stock options generate value only to the extent that the market price of our common stock increases during the period that the option is outstanding, the Compensation Committee believes they are inherently performance-based and provide a strong incentive to build stockholder value over time.

 

 

 

 

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Restricted Stock Units (RSUs)

We also grant RSUs to our NEOs other than our CEO. RSUs align the interests of our NEOs with those of our stockholders and help manage the dilutive effect of our equity compensation program. Our RSUs are subject to service-based vesting. Because RSUs have value to the recipient even in the absence of stock price appreciation, RSUs help us retain and incentivize employees during periods of market volatility and require us to grant fewer shares of common stock than stock options of equivalent grant date fair value. Our RSUs typically vest over a four-year period, and we believe that, like stock options, they help incentivize our NEOs to build value that can be sustained over time.

Fiscal 2024 Long-Term Equity Award Decisions

When making its annual compensation decisions, the Compensation Committee reviews Company and individual performance over the prior year, as well as a comprehensive analysis of our executive compensation program using comparative market and peer group data to evaluate the long-term incentives and target total direct compensation of our NEOs. Below is a summary of the long-term equity awards granted to our NEOs in fiscal 2024.

Target Values of Fiscal 2024 Long-Term Equity Awards(1)

 

NEO

    

Fiscal 2024

PRSUs

($)

      

Fiscal 2024

Stock

Options

($)

      

Fiscal 2024

RSUs

($)

 

Marc Benioff

       21,000,000          14,000,000           

Amy Weaver

       5,500,000                   5,500,000  

Srinivas Tallapragada

       5,500,000                   5,500,000  

Brian Millham

                6,000,000          6,000,000  

Sabastian Niles

       5,500,000                   5,500,000  
(1)

The values are the intended total target values of fiscal 2024 annual long-term equity awards and differ from the values reflected in the Fiscal 2024 Summary Compensation Table, which must be reported in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), as described in the footnotes to the Fiscal 2024 Summary Compensation Table below.

Fiscal 2024 Equity Awards for Mr. Benioff

As discussed above, fiscal 2024 was a meaningful inflection point for Salesforce. When the Compensation Committee approved an initial annual long-term equity award for Mr. Benioff during the first quarter of the fiscal year, it set the total target value of that award at $15 million, which was significantly lower than the prior year’s equity award value and reflected a greater reduction than for other executives. This reduction took into consideration the Company’s fiscal 2023 financial performance and business conditions in early fiscal 2024 and competitive market levels. The award was delivered 60% in PRSUs and 40% in stock options.

In early fiscal 2024 and throughout the year, the Company took decisive action to enhance its commitment to financial discipline and profitable growth. In fiscal 2024, under Mr. Benioff’s leadership, the Company delivered on this commitment. The Company set and exceeded strong operating margin goals and meaningfully adjusted the cost structure of the business; delivered on a capital allocation strategy benefitting stockholders, including share repurchase programs; made disciplined, targeted investments in growth, innovation, and productivity; and continued to focus on customer success. As a result, under Mr. Benioff’s leadership, the Company delivered significant value to stockholders in fiscal 2024, with strong financial performance across key metrics, including record revenue as well as record cash flow and margins.

Near the end of our fiscal year, in light of the Company’s transformation and strong performance during the year, the Compensation Committee undertook another review of Mr. Benioff’s overall fiscal 2024 compensation. In that review, the Compensation Committee considered the value of the initial fiscal 2024 long-term equity award, market and peer company data provided by its independent compensation consultant, and the comparative market positioning of Mr. Benioff’s pay. Following this review, the Compensation Committee approved a second fiscal 2024 long-term equity incentive award for Mr. Benioff. This award had a total target value of $20 million, and like the earlier fiscal 2024 equity award, was delivered 60% in PRSUs and 40% in stock options. The PRSUs have the same design as the initial grant, with performance measured over a three-year period beginning with fiscal 2025, and cliff vesting in March 2027. When combined with the earlier fiscal 2024 long-term equity award, this second equity award brought Mr. Benioff’s total fiscal 2024 equity compensation to a level between the 50th and 75th percentile of CEO equity awards at peer companies.

In making this decision, the Compensation Committee considered the relatively low value of the initial fiscal year 2024 equity award for Mr. Benioff, which was positioned at a level significantly below the 25th percentile of peer company CEO equity pay; the magnitude of initial fiscal 2024 equity award reduction; the Company’s successful transformation actions and strong financial performance in the fiscal year; and individual performance considerations.

 

 

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As discussed in more detail under “—Fiscal 2024 LTI Program Mix and Program Changes” above, Mr. Benioff’s fiscal 2024 equity compensation consisted of 60% PRSUs and 40% stock options. PRSUs reward performance over a three-year performance period based on relative TSR and non-GAAP operating margin performance, equally weighted. Stock options deliver value only to the extent the Company’s stock price appreciates over time between the grant and exercise dates, directly aligning Mr. Benioff’s pay opportunity with stockholder interests.

In light of the Company’s successful transformation actions, strong financial performance under Mr. Benioff’s leadership as sole CEO, and the importance of Mr. Benioff’s continued leadership and strategic vision to the Company’s continued success, the Compensation Committee believes that the size and structure of the fiscal 2024 equity awards appropriately align Mr. Benioff’s long-term compensation opportunity with the Company’s financial performance and, as with Mr. Benioff’s overall compensation arrangements, are in the best interests of the Company and its stockholders.

Fiscal 2024 Equity Awards for Other Continuing NEOs

As part of its annual review of executive compensation, during the first quarter of fiscal 2024 the Compensation Committee approved fiscal 2024 annual long-term equity awards for all NEOs then in service. After considering the factors discussed above, particularly Company performance in fiscal 2023, the Compensation Committee made across-the-board reductions (compared to fiscal 2023 values) to the intended total target values of the fiscal 2024 annual long-term equity awards for such NEOs, other than as contractually required (a reduction of ~40% for Mr. Benioff’s initial fiscal 2024 equity award, and a reduction of ~21% for such other NEOs). The resulting target values of the fiscal 2024 long-term equity awards for Ms. Weaver and Mr. Tallapragada were $11 million each.

Mr. Millham’s fiscal 2024 compensation was governed by his pre-existing retention agreement. As required under this agreement, he was granted stock options and RSUs in March and April 2023, respectively, with a total target value of $12 million. See “Pre-existing Retention Agreement with Mr. Millham” below for additional information.

For information on Mr. Niles’ new hire equity award, granted in August 2023, see below under “New Hire Compensation Arrangement for Mr. Niles.”

Pre-existing Retention Agreement with Mr. Millham

In February 2021, prior to becoming an Executive Officer, Mr. Millham received an exceptionally strong offer for a high-profile leadership position at a high growth company. The CEO and other members of management then met with the Compensation Committee and discussed, among other things, Mr. Millham’s extraordinary contributions to the Company throughout his over twenty-year tenure, his deep relationships with key customers, his leadership of the Company’s distribution organization, the potential for him to take on additional responsibilities as part of broader leadership team succession planning, and the potential adverse impacts to the Company if he were to depart. The Compensation Committee agreed that it was in the best interests of stockholders and the Company to retain Mr. Millham. Accordingly, the CEO and other members of management negotiated a competitive retention package with Mr. Millham (the “Millham Agreement”), subject to the Compensation Committee’s approval. The Compensation Committee then reviewed relevant market data comparisons, received input from its independent advisor, and considered the factors outlined above and approved the Millham Agreement.

Under the Millham Agreement, through March 22, 2025, Mr. Millham’s annual equity grants are required to have a value of no less than $12 million per year, split evenly between options and RSUs. Annual equity awards in excess of that amount may be granted in the form of PRSUs. The Millham Agreement provides for a one-time retention bonus payable in four equal annual installments of $2.5 million each through 2025, subject to Mr. Millham’s continued employment through each applicable payment date. Mr. Millham received the first and second payments of the retention bonus in September 2022 and 2023, respectively. As previously disclosed and included in the applicable compensation tables below, Mr. Millham was granted a retention equity award in February 2021 consisting of an option that vests over four years, subject to Mr. Millham’s continued service through each applicable vesting date. Mr. Millham also is entitled to payments and benefits upon certain qualifying terminations of employment in accordance with the terms of the Millham Agreement, as described below under “—Employment Contracts and Certain Transactions—Millham Agreement.”

Subsequently, Mr. Millham was promoted to President and Chief Operating Officer in August 2022, a role that entails significantly expanded duties over multiple critical organizations spanning a majority of our employee base. Mr. Millham also took on certain responsibilities of our former co-CEO Mr. Taylor after Mr. Taylor’s departure and has been a driving force behind our ongoing transformation. No additional cash or equity compensation was awarded to Mr. Millham in connection with his promotion or the expansion of his responsibilities.

 

 

 

 

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New Hire Compensation Arrangement for Mr. Niles

The Compensation Committee may approve compensation during the fiscal year to attract new executive officers and incentivize them to join the Company. In connection with hiring Mr. Niles as President and Chief Legal Officer, the Compensation Committee approved a market competitive new-hire compensation arrangement after considering the estimated value of compensation that Mr. Niles would forfeit if he joined Salesforce, the compensation paid to similarly situated executives based on peer and market data, and the importance of creating immediate alignment with our stockholders through long-term equity incentives. After reviewing comparative market data, peer data, internal pay structures, and additional information regarding Mr. Niles’ compensation program at his previous employer, the Compensation Committee approved the following new hire compensation package for Mr. Niles.

New Hire Sign-On Bonus

To compensate Mr. Niles for the value of annual cash compensation that he would immediately forfeit upon joining Salesforce, the Compensation Committee approved a one-time sign-on bonus of $3 million which was paid upon hire. If Mr. Niles voluntarily resigns or the Company terminates his employment for cause within two years after his start date, Mr. Niles is required to repay a pro rata amount of the one-time sign on bonus, calculated based on the number of months and days employed during such two-year period. The Compensation Committee, in consultation with its independent compensation consultant, determined that the amount of the sign-on bonus was appropriate to offset a portion of annual compensation he would forfeit upon joining Salesforce.

New Hire Long-Term Equity Award

In addition, the Compensation Committee approved a one-time new hire equity award for Mr. Niles with a grant date fair value of $11 million, granted in August 2023. The Compensation Committee believed it was important to put a significant portion of Mr. Niles’ compensation at risk and immediately align his interests with our stockholders. 50% of the target grant date fair value of the new hire equity award was delivered in the form of performance-based equity tied to our relative TSR and non-GAAP operating margin performance over a three-year performance period. The new hire award has a similar design to the fiscal 2024 PRSU awards granted to other NEOs in April 2023, with relative TSR performance measured over a three-year period beginning in August 2023, and earned PRSUs eligible to vest in September 2026 (instead of April 2026), subject to Mr. Niles’ continued employment through such date. The remaining 50% was delivered in the form of RSUs that vest over four years, with 25% vesting on the first anniversary of the grant date, and the remainder vesting in twelve equal quarterly installments thereafter, subject to continued service on each vesting date.

The Compensation Committee, in consultation with its independent compensation consultant, determined the target grant date value for the new hire equity award to induce Mr. Niles to join Salesforce and in consideration of the remaining value of annual compensation that Mr. Niles would forfeit upon joining Salesforce as well as the lost opportunity to receive certain long-term benefits from his former employer. The Compensation Committee considered market and peer compensation paid to similarly situated executives at his level and caliber, the long-term nature of our equity compensation program, internal pay alignment, and the competitive landscape.

In addition, per the terms of his offer letter, Mr. Niles is entitled to certain cash severance benefits upon a qualifying termination of employment. For more information, see “Employment Contracts and Certain Transactions” below.

Vesting of Prior Performance Awards with Performance Periods Ending in Fiscal 2024

PRSUs granted to our NEOs in fiscal 2021 were eligible to vest based on our TSR relative to the PRSU Index Group for the three-year performance period beginning in April 2020, with any earned PRSUs vesting in May 2023 after the end of the three-year performance period. The Company’s TSR for the three-year performance period ending on April 22, 2023 was at the 21st percentile of the PRSU Index Group. As a result, none of the target PRSUs granted to our fiscal 2024 NEOs vested on May 15, 2023.

 

       Target PRSU
Shares Granted
in Fiscal 2021
     Earned PRSU
Shares
Vested in
Fiscal 2024
     Award 
Value on 
Vesting Date

  Marc Benioff

         86,344            0        $0

  Amy Weaver

         17,989            0        $0

  Srinivas Tallapragada

         19,788            0        $0

  Brian Millham

         12,592            0        $0

 

 

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Other Benefits and Programs

Mr. Benioff’s Security Program and Aircraft Use

Security Program and Outside Security Study. We began providing a security program for Mr. Benioff in fiscal 2012 and continued to do so in fiscal 2024. The program includes security measures in addition to those provided while at work or on business travel. The Compensation Committee believes that costs associated with this security program have been and continue to be reasonable and for the Company’s benefit, and that they are a necessary and appropriate business expense. Because certain components of Mr. Benioff’s security program may be viewed as conveying a personal benefit to him, we have included those costs in amounts reported in the “All Other Compensation” column of the Summary Compensation Table.

Over the past year, the Company sought specific feedback from our major institutional investors on this topic, as it has done in the past. Overall, our stockholders agreed that a comprehensive personal security program for Mr. Benioff is an appropriate component of his overall executive compensation program, and that any such program should align with the executive’s security profile.

The Company periodically assesses the security risk profiles of its senior executives, the external security environment, and appropriate executive protection measures. In connection with this ongoing assessment, in fiscal 2024, the Compensation Committee directed the Company to engage an outside firm with security expertise to conduct a study of Mr. Benioff’s security profile and program, as well as that of certain other NEOs (the “Outside Security Study”). The Outside Security Study concluded that the comprehensive security measures in place for Mr. Benioff are essential and commensurate with his risk profile.

Factors contributing to an executive’s security profile include the size, location and activities of the company, the prominence of the company or the executive, overall public visibility and accessibility of the executive, and whether the company or executive is associated with controversial topics. Taking these factors into consideration, trends in the overall security climate, and the conclusions of the Outside Security Study, the Compensation Committee believes that a comprehensive personal security program for Mr. Benioff continues to be the right approach for his safety and for the Company and its stockholders.

The total costs associated with Mr. Benioff’s security program include security measures to protect Mr. Benioff on a 24-hour basis. Historically, the Company paid various costs relating to surveillance, monitoring, and security services including at Mr. Benioff’s residences, and Mr. Benioff covered certain expenses relating to security personnel and installation and maintenance of security equipment. The Compensation Committee determined that the personal security costs previously paid by Mr. Benioff are appropriate to be borne by the Company, beginning with fiscal 2024, consistent with the findings of the Outside Security Study. The Compensation Committee reviews these costs periodically throughout the year to assess whether they are reasonable.

Aircraft Use. Travel on private aircraft provides significant benefits in terms of safety, security, efficiency, privacy, confidentiality, flexibility and productivity, and is a component of the overall security program recommended for Mr. Benioff in the Outside Security Study. The Compensation Committee believes Mr. Benioff’s use of private aircraft is appropriate, including for travel between Mr. Benioff’s permanent residence and Company headquarters or other business destinations. The Compensation Committee considers this travel to be business-related and the associated costs to be appropriate business expenses directly related to Mr. Benioff’s duties as CEO of a global public company. However, because certain portions of this travel may be deemed to be in the nature of commuting, and therefore compensatory and reportable as a perquisite under SEC rules, we have reported the aggregate incremental cost to the Company related to such travel in the “All Other Compensation” column of the Summary Compensation Table.

On occasion, for security, efficiency, and logistical reasons, we also may provide NEOs with limited personal use of corporate aircraft and from time to time, guests may accompany an NEO on corporate aircraft used for business purposes, typically at no aggregate incremental cost to the Company. NEOs generally are subject to imputed income at the applicable Standard Industrial Fare Level (SIFL) rates for this use, and the Company does not provide tax gross-ups for this imputed income.

Additional Benefits and Programs

Like other employees, our Executive Officers, including our NEOs, are eligible to participate in our employee benefit and welfare plans, including medical and dental care plans, a fitness reimbursement plan and a 401(k) plan. We generally do not provide our Executive Officers, including our NEOs, with additional retirement benefits or pensions, and except as described above, we offer limited executive benefit programs to our Executive Officers. The executive benefit programs we offer consist of financial counseling benefits and reimbursement of fees for home security arrangements, including periodic monitoring services. During fiscal 2024, Ms. Weaver and Mr. Millham received reimbursements for home security monitoring. We believe the limited security benefits provided to Ms. Weaver and Mr. Millham are appropriate given their respective security profiles and the findings of the Outside Security Study. We occasionally provide certain other benefits on an ad hoc basis, as noted for our NEOs in our Summary Compensation Table, if we believe that doing so is appropriate, reasonable and serves the interests of the Company.

 

 

 

 

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NEO Compensation-Setting Process

 

Role of the Compensation Committee

The Compensation Committee oversees and administers our executive compensation program in accordance with its charter, which can be viewed in the Corporate Governance section of our Investor Relations website at investor.salesforce.com/corporate-governance. The Compensation Committee’s role includes oversight of our equity and incentive-based plans. The Compensation Committee meets regularly throughout the year, and it met 27 times in fiscal 2024. At least annually, it reviews the NEO compensation program overall, and approves the target total direct compensation for our NEOs, including base salaries, target annual performance cash bonus opportunities and long-term equity grants for the fiscal year. In setting these elements of compensation, the Compensation Committee reviews the total target compensation for our NEOs and considers market and peer practices. Specifically, the Compensation Committee is provided with competitive positioning data for similarly situated executives at companies in our peer group, as well as summary consolidated information about our NEOs’ total compensation and pay history to use in setting individual compensation elements and making decisions on total NEO compensation levels.

Role of Committee Advisors

The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. As in the past, the Compensation Committee continued to engage the services of Compensia, Inc., an independent, national compensation consulting firm (the “compensation consultant”), in fiscal 2024. Pursuant to the factors set forth in Item 407 of Regulation S-K of the Securities Exchange Act of 1934, as amended, the Compensation Committee has reviewed the independence of the compensation consultant and conducted a conflicts of interest assessment (taking into consideration factors specified in the NYSE listing standards). No other fees were paid to the compensation consultant except fees related to its services to the Compensation Committee and the Governance Committee. The compensation consultant provides the Compensation Committee with guidance regarding the amount and types of compensation that we provide to our Executive Officers and how these compare to peer company compensation practices, as well as advice regarding other compensation-related matters. The compensation consultant also provides the Compensation Committee with advice related to our equity plans and provides the Governance Committee with data and advice regarding the Board’s compensation program.

Representatives of the compensation consultant attend meetings of the Compensation Committee and the Governance Committee, as requested, and also communicate with the Compensation Committee and the Governance Committee outside of meetings. The compensation consultant reports to the Compensation Committee and the Governance Committee rather than to management, although representatives of the firm may meet with members of management, including our CEO, and individuals in our Employee Success (human resources) department, for purposes of gathering information on proposals that management may make to the Compensation Committee or Governance Committee. During fiscal 2024, the compensation consultant met with various members of management to collect data and obtain management’s perspective on our compensation program for Executive Officers and non-employee directors. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time.

Role of Executive Officers

Mr. Benioff provided input to the Compensation Committee on the performance and compensation of Executive Officers. The Compensation Committee considers his input when determining and approving Executive Officer compensation. Executive leaders in our Legal and Employee Success organizations provide general administrative support to the Compensation Committee throughout the year, including providing legal advice and overseeing the documentation of equity plans and awards as approved by the Compensation Committee or its authorized delegate, and attending Compensation Committee meetings as requested.

Role of Peer Companies

The Compensation Committee regularly reviews the appropriateness of the compensation peer group used by the compensation consultant to generate competitive pay data for the Compensation Committee’s review in connection with Executive Officer compensation decisions. The compensation consultant regularly analyzes our group of peer companies based on various financial and other measures, such as industry, revenue, market capitalization, number of employees and growth history and potential, as well as competition for executive officers. The peer group used to evaluate the competitiveness and appropriateness of our fiscal 2024 compensation program (the “2024 Peer Group”) was selected by the Compensation Committee after considering the input of the compensation consultant.

 

 

 

2024 Peer Group

 

   

•   Accenture plc

 

•   Cisco Systems, Inc.

  

•   Microsoft Corporation

   

•   Adobe Inc.

 

•   Dell Technologies Inc.

  

•   Oracle Corporation

   

•   Alphabet Inc.

 

•   International Business Machines

  

•   PayPal Holdings, Inc.

   

•   Amazon.com, Inc.

 

  Corporation

  

•   SAP SE

   

•   Apple Inc.

 

•   Intuit Inc.

  

•   Service Now, Inc.

   

•   Block, Inc.

 

 

•   Meta Platforms, Inc.

 

  

•   Workday, Inc.

 

 

 

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Comparative Market Data

Peer and market data is a helpful reference for the Compensation Committee to assess the competitiveness and appropriateness of our Executive Officer compensation program within our industry sector and the broader business community. Ultimately, the Compensation Committee applies its own business judgment and experience to determine the individual compensation elements, the amount of each compensation element and total target compensation. Depending upon Company and individual performance, as well as the various other factors discu