DEF 14A 1 d861721ddef14a.htm DEF 14A 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   ☐

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  Preliminary Proxy Statement
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  Definitive Proxy Statement
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salesforce.com, inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

May 1, 2020

Dear Fellow Stockholders:

As the world continues to deal with the unprecedented effects of the coronavirus, we hope you and your families are staying healthy and safe. This pandemic reminds us that we are all connected like never before and that we have enduring obligations to each other. At Salesforce, we’re working hard to help our investors, customers, partners, employees, and communities emerge strong from this crisis.

Even as we respond to this pandemic, we’re focused on driving our business forward. Accordingly, I would like to invite you to attend the 2020 Annual Meeting of Stockholders of salesforce.com, inc., on Thursday, June 11, 2020, at 2:00 p.m. Pacific Time. This year, we have adopted a virtual meeting format for our annual meeting to provide a consistent experience to all stockholders regardless of location and to reduce the environmental impact of our meeting. A virtual meeting is also consistent with COVID-19 social distancing measures in place at the time of this filing for protection of the public health. We will provide a live audio webcast of the annual meeting at www.virtualshareholdermeeting.com/CRM2020.

At this year’s meeting, we will vote on the election of directors, amendments and restatements of our 2013 Equity Incentive Plan and our 2004 Employee Stock Purchase Plan to increase the number of shares authorized for issuance thereunder, 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 a stockholder proposal as described in the Notice of 2020 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 at 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 2020 Annual Meeting of Stockholders and Proxy Statement.

Thank you for your ongoing support of Salesforce.

Thank you,

 

   

LOGO

Marc Benioff

Chair, Board of Directors

Chief Executive Officer


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salesforce.com, inc.

415 Mission Street

Third Floor

San Francisco, California 94105

 

 

NOTICE OF 2020

ANNUAL MEETING OF STOCKHOLDERS

To be held Thursday, June 11, 2020

TO THE STOCKHOLDERS OF SALESFORCE.COM, INC.:

NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of salesforce.com, inc., a Delaware corporation (“Salesforce”), will be held on Thursday, June 11, 2020 at 2:00 p.m. Pacific Time.

This year’s meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/CRM2020.

The items of business are:

 

  1.

To elect Marc Benioff, Craig Conway, Parker Harris, Alan Hassenfeld, Neelie Kroes, General Colin Powell, Sanford Robertson, John V. Roos, Robin Washington, Maynard Webb and Susan Wojcicki to serve as directors until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal;

 

 

  2.

To amend and restate our 2013 Equity Incentive Plan to increase the number of shares authorized for issuance by 31.5 million shares;

 

 

  3.

To amend and restate our 2004 Employee Stock Purchase Plan to increase the number of shares authorized for employee purchase by 10 million shares;

 

 

  4.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021;

 

 

  5.

To approve, on an advisory basis, the fiscal 2020 compensation of our named executive officers; and

 

 

  6.

To consider a stockholder proposal requesting that the Board of Directors undertake steps necessary to permit stockholders to act by written consent.

 

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 at the close of business on April 16, 2020 and their proxies are entitled to receive notice of, and to vote at, the Annual Meeting and 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 chair or secretary of the Annual Meeting will convene the meeting at 3:00 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 the Company’s website at https://investor.salesforce.com.

This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy Statement and the 2020 Annual Report are first being made available to stockholders on May 1, 2020.

By Order of the Board of Directors,

 

 

 

LOGO

Amy E. Weaver

President, Chief Legal Officer and Secretary

San Francisco, California

May 1, 2020

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 2020 ANNUAL MEETING OF STOCKHOLDERS

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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 2020 in Review

     4  

Business Overview

     4  

Financial Highlights

     4  

Corporate Responsibility

     4  

Stockholder Engagement

     5  

Board and Governance Overview

     6  

Directors and Corporate Governance

     7  

Board and Governance Highlights

     7  

Board Members

     8  

Board Independence

     15  

Board Leadership Structure

     15  

Corporate Governance Practices

     16  

Board Meeting Attendance and Director Communications

     17  

Board Committees and Responsibilities

     17  

Board’s Role in Risk Oversight

     20  

Compensation of Directors

     20  

Director Stock Ownership Requirement

     22  

ESG at Salesforce

     23  

Protecting Our Planet

     23  

Empowering the Community

     24  

Fostering Employee Success

     25  

Operating with Integrity and Trust

     27  

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

     28  

Equity Compensation Plan Information

     30  

Material Features of the 2014 Inducement Equity Incentive Plan

     30  

Material Features of the Salesforce Tableau Equity Plan

     31  

A Letter from Our Compensation Committee

     32  

Compensation Discussion and Analysis

     33  

Named Executive Officers

     33  

Executive Summary

     33  

Keith Block Transition

     35  

Stockholder Outreach, Board Responsiveness, Program Evolution

     35  

 

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Compensation Philosophy and Practices

     36  

Compensation Elements and Compensation for Named Executive Officers

     38  

Compensation-Setting Process

     43  

Summary Information Regarding Fiscal 2021 Compensation Decisions

     45  

Other Compensation Policies

     45  

Post-Employment Compensation

     46  

Tax and Accounting Considerations

     47  

Compensation Risk Assessment

     48  

CEO Pay Ratio

     48  

Summary Compensation Table

     49  

Grants of Plan-Based Awards Table

     51  

Option Exercises and Stock Vested Table

     52  

Outstanding Equity Awards at Fiscal 2020 Year-End Table

     53  

Employment Contracts and Certain Transactions

     55  

Compensation Committee Interlocks and Insider Participation

     59  

Delinquent Section 16(a) Reports

     59  

Committee Reports

     60  

Report of the Compensation Committee of the Board of Directors

     60  

Report of the Audit Committee of the Board of Directors

     61  

Proposal 1 — Election of Directors

     63  

Vote Required and Board of Directors’ Recommendation

     63  

Proposal 2 — Approval of an Amendment and Restatement of the Equity Incentive Plan to Increase Plan Shares Reserved for Issuance

     64  

Increasing the Number of Shares Reserved for Issuance under the 2013 Plan

     64  

Summary of the 2013 Plan

     66  

Summary of U.S. Federal Income Tax Consequences

     72  

Number of Awards Granted to Employees, Consultants, and Directors

     74  

Detailed Three-Year Average Burn Rate Calculation

     75  

Vote Required and Board of Directors’ Recommendation

     75  

Proposal 3 — Approval of the Amended and Restated Employee Stock Purchase Plan to Increase Plan Shares Reserved for Issuance

     76  

Increasing the Number of Shares Reserved for Issuance under the ESPP

     76  

Summary of the ESPP

     77  

Number of Shares Purchased by Certain Individuals and Groups

     79  

Summary of U.S. Federal Income Tax Consequences

     80  

Summary

     80  

Vote Required and Board of Directors’ Recommendation

     80  

Proposal 4 — Ratification of Appointment of  Independent Auditors

     81  

Engagement Letter and Fee Disclosure

     81  

Pre-Approval of Audit and Non-Audit Services

     81  

Vote Required and Board of Directors’ Recommendation

     82  

Proposal 5 — Advisory Vote to Approve Named Executive Officer Compensation

     83  

Advisory Vote and Board of Directors’ Recommendation

     83  

Proposal 6 — Stockholder Proposal Regarding the Right to Act by Written Consent

     84  

Supporting Statement by Stockholder Proponent

     84  

The Company’s Statement of Opposition

     84  

Vote Required and Board of Directors’ Recommendation

     86  

 

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Procedural Matters

     87  

General

     87  

Stockholders Entitled to Vote; Record Date

     87  

Quorum; Abstentions; Broker Non-Votes

     87  

Voting; Revocability of Proxies

     88  

Expenses of Solicitation

     88  

Procedure for Introducing Business or Director Nominations at Our 2021 Annual Meeting of Stockholders

     89  

Delivery of Proxy Materials

     89  

Transaction of Other Business

     90  

Appendix A: Amended and Restated 2013 Equity Incentive Plan

     A-1  

Appendix B: Amended and Restated 2004 Employee Stock Purchase Program

     B-1  

 

 

 

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 regarding our environmental and other 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 2020 Annual Report on Form 10-K.

 

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  ABOUT THE ANNUAL MEETING  

 

 

ABOUT THE ANNUAL MEETING

Who is soliciting my vote?

 

The Board of Directors of salesforce.com, inc. (the “Board”) is soliciting your vote at Salesforce’s 2020 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.com, inc.

When and where will the Annual Meeting take place?

 

The Annual Meeting will take place on Thursday, June 11, 2020 at 2:00 p.m. Pacific Time. This year, the Annual Meeting will occur as a virtual meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/CRM2020.

Why are you holding a virtual Annual Meeting?

 

We have adopted a virtual meeting format for our Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. We believe this is an important step both to enhance stockholder access and engagement and to reduce the environmental impact of our Annual Meeting. Moving to a virtual meeting format is particularly important this year to protect our stockholders and employees in light of the evolving public health and safety considerations posed by the ongoing coronavirus (COVID-19) pandemic. 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, or 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 our stockholders owning our stock as of the record date, April 16, 2020. 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, how to receive our proxy materials via email, or how to 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 save the Company 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 April 16, 2020.

 

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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:

 

    Board’s Recommendation   Page References
  Management Proposals

  1.  To elect Marc Benioff, Craig Conway, Parker Harris, Alan Hassenfeld, Neelie Kroes, General Colin Powell, Sanford Robertson, John V. Roos, Robin Washington, Maynard Webb and Susan Wojcicki to serve as directors until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal.

  FOR   63

  2.  To amend and restate our 2013 Equity Incentive Plan to increase the number of shares authorized for issuance by 31.5 million shares.

  FOR   64

  3.  To amend and restate our 2004 Employee Stock Purchase Plan to increase the number of shares authorized for employee purchase by 10 million shares.

  FOR   76

  4.  To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2021.

  FOR   81

  5.  To approve, on an advisory basis, the fiscal 2020 compensation of our named executive officers.

  FOR   83
  Stockholder Proposal        

  6.  To consider a stockholder proposal requesting that the Board undertake steps necessary to permit stockholders to act by written consent.

  AGAINST   84

We will also transact any other business that may properly come before the Annual Meeting, which could require a vote, 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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  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 April 16, 2020, 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/CRM2020, enter the 16-digit control number found on your Internet Notice, proxy card or voting instruction form, and follow the instructions on the website. The meeting webcast will begin promptly at 2:00 p.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 please call 1-800-586-1548 (toll free) or 303-562-9288 (international) for assistance.

We will endeavor to answer as many stockholder-submitted questions as time permits that comply with the meeting rules of conduct. 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 following the meeting for 60 days.

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 log on to www.proxyvote.com and vote in advance of the Annual Meeting.

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 at the meeting website or during the ten days prior to the meeting at www.proxyvote.com.

 

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  FISCAL YEAR 2020 IN REVIEW  

 

       

 

FISCAL YEAR 2020 IN REVIEW

Business Overview

 

Salesforce is a global leader in customer relationship management (“CRM”) technology that brings companies and customers together. Founded in 1999, Salesforce enables companies of every size and industry to connect with their customers in new ways through existing and emerging technologies, including cloud, mobile, social, blockchain, voice and artificial intelligence (“AI”), to transform their businesses.

 

Salesforce is committed to a core set of values: trust, customer success, innovation and equality for all. 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 and availability at scale. Customer success is at the core of our business, with people, programs and a focus on making every customer successful. We believe our continuous innovation drives customer success and builds trust, which in turn drives mutual growth.

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Financial Highlights

 

At Salesforce, we believe in doing good and doing well. Together with our employees, partners and customers, we’ve been able to do well while staying true to the core values we’ve had since day one.

In fiscal 2020, we achieved significant financial results, including:

 

 

Revenue.    Fiscal 2020 revenue of $17.1 billion, up 29% year-over-year.

 

 

Operating Cash Flow.    Fiscal 2020 operating cash flow of $4.3 billion, up 27% year-over-year.

 

 

Remaining Performance Obligation.    Fiscal 2020 remaining performance obligation (representing future revenues that are under contract but have not yet been recognized, which includes unearned revenue and unbilled amounts) of approximately $30.8 billion, up 20% year-over-year.

 

 

Strategic M&A. Completion of strategic acquisitions to complement and expand our offerings, including Salesforce.org, Tableau Software Inc. and ClickSoftware Technologies, Ltd.

Corporate Responsibility

 

Environmental, Social and Governance (ESG)

We believe the business of business is to make the world a better place for all of our stakeholders, including stockholders, customers, employees, partners, the planet and the communities in which we work and live. All of these goals align with our long-term growth strategy and financial and operational priorities. To that end, Salesforce is committed to transparent environmental, social and governance (“ESG”) disclosures and maintaining programs that support the success of these initiatives.    LOGO

Human Capital Management

 

Our culture is driven by our four core values: Trust, Customer Success, Innovation and Equality. These values foster a culture of dialogue, collaboration, recognition and a sense of family, and a culture that contributes to the long-term success of the Company and its stockholders. Because of our culture, we’ve been able to attract world-class talent, which helps earn customer loyalty, and we have been named one of the 100 Best Companies to Work For by Fortune for the past 12 years in a row. We deliver on our commitment to be a great place to work by being an inclusive workplace for our employees around the world and supporting employees’ physical, emotional, and financial wellness. As of January 31, 2020, we had more than 49,000 employees.    LOGO

 

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  FISCAL YEAR 2020 IN REVIEW (CONTINUED)  

 

 

Stockholder Engagement

 

Salesforce has a history of actively engaging with our stockholders. In addition to our Annual Meeting each year, we regularly provide stockholders with opportunities to deliver feedback on our corporate governance, executive and director compensation and sustainability practices 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 Chair and Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, or other business leaders, and are often focused on company performance, technology initiatives, and company strategy. Members of our Employee Success (human resources) and Governance teams have also participated regularly in meetings with our stockholders, and on occasion, members of the Board have participated as appropriate. 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 2020 stockholder engagement program elements:

 

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In fiscal 2020, through this program, we engaged in dialogue with holders of more than 50% of our shares outstanding, and we engaged with 85% of our top 20 investors (other than our Founder, Chair and CEO), which represent approximately 35% of our total shares outstanding. We solicited feedback from and engaged with investors on various topics, including:

 

   company performance;

 

   succession planning and governance;

 

   executive and director compensation;

 

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

 

   sustainability and our work in response to the Task Force on Climate-related Financial Disclosures (TCFD) recommendations; and

 

   stockholder proposals.

  

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In recent years, we have made a number of enhancements to our governance practices and disclosures in response to stockholder feedback. For example, this includes eliminating supermajority voting provisions from our governance documents, implementing a special meeting right for stockholders, implementing a proxy access right for stockholders and enhancing our ESG disclosures.

 

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  FISCAL YEAR 2020 IN REVIEW (CONTINUED)  

 

       

 

Board and Governance Overview

 

Salesforce is governed by a Board, consisting of a highly experienced, qualified and diverse group of directors. All of our directors, other than Mr. Benioff, our Chair and Chief Executive Officer, and Mr. Harris, our Co-Founder and Chief Technology Officer, are independent within the meaning of the listing standards of the New York Stock Exchange (the “NYSE”).

The following table sets forth the names, ages, the membership of our standing committees as required by NYSE listing standards and certain other information for each of the members of our Board.

 

             
  Directors & Occupation   Age  

Director

Since

  Independent  

Audit

Committee

 

Compensation

Committee

    Governance  
Committee
             

Marc Benioff

Chair of Board & Chief Executive Officer

  55   1999   No    

 

   

 

   

 

Craig Conway

Former Chief Executive Officer, PeopleSoft, Inc.;

Director, Nutanix

  65   2005   Yes  

 

  M  

 

             

Parker Harris

Co-Founder & Chief Technology Officer

  53   2018   No    

 

   

 

   

 

Alan Hassenfeld

Former Chair & Chief Executive Officer, Hasbro, Inc.;

Director, Hasbro, Inc.

  71   2003   Yes   M  

 

  M
             

Neelie Kroes

Former Vice President of the European Commission

  78   2016   Yes    

 

  M    

 

General Colin Powell

General, Former U.S. Secretary of State;

Former Chairman, Joint Chiefs of Staff;

Director, Bloom Energy

  83   2014   Yes  

 

 

 

  M
             

Sanford Robertson (L)

Principal, Francisco Partners;

Director, Cassava Sciences

  88   2003   Yes   M    

 

  C

John V. Roos

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

  65   2013   Yes  

 

  C  

 

             

Robin Washington (FE)

Former EVP & Chief Financial Officer, Gilead Sciences, Inc.; Director, Alphabet, Inc., Honeywell International

  57   2013   Yes   C    

 

   

 

Maynard Webb

Founder, Webb Investment Network; Co-Founder, Everwise; Director, Visa Inc.

  64   2006   Yes   M   M    

 

Susan Wojcicki

Chief Executive Officer, Youtube, Inc.

  51   2014   Yes    

 

   

 

   

 

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

 

 

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  DIRECTORS AND CORPORATE GOVERNANCE  

 

 

DIRECTORS AND CORPORATE GOVERNANCE

Board and Governance Highlights

 

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 to ensure 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 to ensure accountability to our stockholders. Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, investors, advisors and government leaders. In addition, we have worked hard to strike

the right balance between long-term understanding of our business and fresh external perspectives, as well as to ensure diversity of backgrounds and perspectives within the boardroom.

In addition to a strong, independent Board, we are committed to a corporate governance structure that promotes long-term stockholder value creation by providing the right leadership structure and composition of the Board and providing our stockholders with both the opportunity to provide direct feedback and key substantive rights to ensure accountability.

 

 

Corporate Governance Best Practices
   

 Board Composed of 82% Independent Directors

 

 Commitment to Board Refreshment

 

 Lead Independent Director with Expansive Duties

 

 Annual Election of Directors

 

 Majority Voting for Directors

 

 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

 

 Annual Board and Committee Self-Evaluations

      

 No Supermajority Voting Provisions in Certificate/Bylaws

 

 Fully Independent Committees

 

 Comprehensive Risk Oversight by Full Board and Committees

 

 Stockholder Engagement with Holders of a Majority of Our Outstanding Shares in Fiscal 2020

 

 Stock Ownership Policy for Directors and Executive Officers

 

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

 

 Regular Executive Sessions of Independent Directors

 

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  DIRECTORS AND CORPORATE GOVERNANCE (CONTINUED)  

 

       

 

Board Members

 

Summary of Director Experience and Qualifications

The matrix below summarizes what our Board believes are desirable types of experience, qualifications, attributes and skills possessed by one or more of Salesforce’s directors, 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 directors.

 

 

 

  Significant
technical
or
business
experience
in software
industry.
  Experience
with cloud
computing
technology
infrastructure.
  Experience
as CEO or
senior
executive
at a public
company or
other large
organization.
  Experience
as a
director of
another
public
company.
  Leadership
experience
in sales
and
distribution.
  Leadership
experience
in
marketing
and brand
building.
  Expertise in
financial
statements
and
accounting.
  Experience
founding or
growing
new
businesses
directly or
through
venture
capital
work.
  Diversity,
including
diversity
of
gender
or
race.
  Leadership
experience
in
government,
law
or military.
 

Leadership
experience

involving 

international

operations or
relations. 

Marc Benioff

             

 

   

 

 

 

 

Craig Conway

                 

 

 

 

 

Parker Harris

       

 

 

 

 

 

 

 

   

 

 

 

 

 

Alan Hassenfeld

 

 

 

 

         

 

   

 

 

 

 

Neelie Kroes

 

 

 

 

 

 

   

 

 

 

 

 

 

 

     

General Colin Powell

 

 

 

 

 

 

   

 

 

 

 

 

       

Sanford Robertson

 

 

 

 

 

 

     

 

     

 

 

 

 

 

John V. Roos

 

 

 

 

 

 

   

 

 

 

 

 

   

 

   

Robin Washington

   

 

     

 

 

 

   

 

   

 

 

 

Maynard Webb

         

 

 

 

 

 

   

 

 

 

 

Susan Wojcicki

           

 

     

 

   

 

     

 

   

 

 

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Biographies of Our Board Members

Set forth below are the names and certain information about our director nominees, all of whom are currently members of our Board and were elected by stockholders at the 2019 Annual Meeting. 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. Sadly, Bernard Tyson, who served on our Board since 2017, unexpectedly passed away last year. We have incredible gratitude for his contributions to the Board, and he will be dearly missed.

 

LOGO  

Marc Benioff

Chair of the Board and CEO

Age: 55

 

Director Since: 1999

Marc Benioff is Chair, CEO and co-Founder of Salesforce and a pioneer of cloud computing. Under Mr. Benioff’s leadership, Salesforce is the fastest-growing top-five enterprise software company and the #1 provider of CRM software globally. Mr. Benioff was named Innovator of the Decade by Forbes and recognized as one of the World’s 50 Greatest Leaders by Fortune and one of the 10 Best-Performing CEOs by Harvard Business Review. A member of the World Economic Forum Board of Trustees, Mr. Benioff serves as the inaugural chair of WEF’s Forum Center for the Fourth Industrial Revolution in San Francisco. Mr. Benioff also serves as chair of the Salesforce Foundation. Mr. Benioff received a B.S. in Business Administration from the University of Southern California, where he serves on its Board of Trustees.

Qualifications

Mr. Benioff’s vision and status as one of our founders, as well as his tenure as our CEO and Chair of the Board, bring unique and invaluable experience to the Board. Further, his experience in sales, marketing and product development in the technology industry supports our conclusion that Mr. Benioff has the necessary and desired skills, experience and perspective to serve on our Board.

LOGO  

Craig Conway

Age: 65

 

Director Since: 2005

 

Committees: Compensation

                     Mergers & Acquisitions

                     Real Estate (Chair)

Craig Conway has served as a Director since October 2005. Mr. Conway served as President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company, from 1999 to 2004. Mr. Conway also served as President and Chief Executive Officer of One Touch Systems from 1996 to 1999 and TGV Software from 1993 to 1996. Prior to that, Mr. Conway held executive management positions at a variety of leading technology companies, including Executive Vice President at Oracle Corporation. Mr. Conway currently serves as a director of Nutanix, Inc. During the past five years, Mr. Conway also served as a director of Guidewire Software, Inc. Mr. Conway received a B.S. in Computer Science and Mathematics from the State University of New York at Brockport.

Qualifications

Mr. Conway’s extensive and broad background in business management, including his experience as president and chief executive officer of three technology companies, as well as his service on the boards of other publicly held companies, supports our conclusion that Mr. Conway has the necessary and desired skills, experience and perspective to serve on our Board.

 

 

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Parker Harris

Age: 53

 

Director Since: 2018

Parker Harris has served as a Director since August 2018 and as our co-Founder and Chief Technology Officer since September 2016. Mr. Harris co-founded Salesforce in February 1999 and has served in senior technical positions since inception. Prior to that, from December 2004 to February 2013, Mr. Harris served as our Executive Vice President, Technology. Prior to Salesforce, Mr. Harris was a Vice President at Left Coast Software, a Java consulting firm he co-founded, from October 1996 to February 1999. Mr. Harris received a B.A. from Middlebury College.

Qualifications

Mr. Harris’s status as one of our founders, as well as his tenure as our Chief Technology Officer, bring unique and invaluable experience to the Board. Further, his deep experience in the technology industry and intimate knowledge of Salesforce support our conclusion that Mr. Harris has the necessary and desired skills, experience and perspective to serve on our Board.

LOGO  

Alan Hassenfeld

Age: 71

 

Director Since: 2003

 

Committees: Audit & Finance

                     Nominating & Corporate

                     Governance

Alan Hassenfeld has served as a Director since December 2003. Mr. Hassenfeld has been a Director of Hasbro, Inc., a provider of children’s and family entertainment products, since 1978. He served as its Chairman from 1989 to 2008, and also served as its Chairman and Chief Executive Officer from 1989 to 2003. Mr. Hassenfeld is a trustee of the Hasbro Charitable Trust and Hasbro Children’s Foundation. During the past five years, Mr. Hassenfeld also served as a director of Global Cornerstone Holdings Limited. Mr. Hassenfeld received a B.A. from the University of Pennsylvania.

Qualifications

Mr. Hassenfeld has an extensive and broad background in business management, including his experience as a chief executive officer of a publicly traded company. This deep business knowledge, combined with the leadership roles he plays within many philanthropic organizations, supports our conclusion that Mr. Hassenfeld has the necessary and desired skills, experience and perspective to serve on our Board.

 

 

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Neelie Kroes

Age: 78

 

Director Since: 2016

 

Committees: Compensation

                     Privacy (Chair)

                     Real Estate

Neelie Kroes has served as a Director since May 2016. Ms. Kroes is the former Vice President of the European Commission, European Commissioner for Competition and European Commission for Digital Agenda. Ms. Kroes served as Commissioner for Competition from 2004 to 2010 and as Vice President and Commissioner for Digital Economy and Society from 2010 to 2014. Prior to joining the European Commission, Ms. Kroes served in the Dutch House of Representatives and as State Secretary and Cabinet Minister. She is also a member of the Finance Committee of Rijksmuseum Fonds (Amsterdam). Ms. Kroes previously served on the boards of Lucent Netherlands, AB Volvo and McDonald’s Netherlands and was chairperson of Nyenrode University. Ms. Kroes received her M.S. in Economics from Erasmus University.

Qualifications

Ms. Kroes brings valuable international and leadership expertise to our Board and possesses an extensive background in cross-border technology, competition and data security. This extensive experience, combined with her leadership positions in governmental organizations, supports our conclusion that Ms. Kroes has the necessary and desired skills, experience and perspective to serve on our Board.

LOGO  

General Colin Powell

Age: 83

 

Director Since: 2014

 

Committees: Nominating &

                     Corporate Governance

General Colin Powell has served as a Director since March 2014. General Powell is a retired four-star general and served for 35 years in the United States Army. He has served as U.S. National Security Advisor, Commander of the U.S. Army Forces Command, Chairman of the Joint Chiefs of Staff and was the 65th Secretary of State of the United States. General Powell currently serves as a director of Bloom Energy Corporation. General Powell also is a member of the Council on Foreign Relations, the Chair of the Board of Visitors of the Colin Powell School for Civic and Global Leadership at the City College of New York and the Founder and Chairman Emeritus of the America’s Promise Alliance. In addition, General Powell has served as an Advisor at Kleiner Perkins Caufield & Byers, a venture capital firm, since 2005. General Powell received a B.S. from the City College of New York and an M.B.A. from The George Washington University.

Qualifications

General Powell has an extensive background in management and leadership, including at the highest levels of the U.S. government. This extensive experience, in addition to his leadership positions in various philanthropic organizations, supports our conclusion that General Powell has the necessary and desired skills, experience and perspective to serve on our Board.

 

 

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Sanford Robertson

Lead Independent Director

Age: 88

 

Director Since: 2003

 

Committees: Audit & Finance

                     Nominating & Corporate

                     Governance (Chair)

                     Real Estate

Sanford Robertson has served as a Director since October 2003. Mr. Robertson has been an active technology investor and advisor to several technology companies. He is a principal of Francisco Partners, a technology buyout fund. Prior to founding Francisco Partners in 1999, Mr. Robertson was the founder and chairman of Robertson, Stephens & Company, a technology investment bank. Mr. Robertson was also the founder of Robertson, Colman, Siebel & Weisel, later renamed Montgomery Securities, another prominent technology investment bank. Mr. Robertson currently serves as a director of Cassava Sciences, Inc. and, in the past five years, served as a director of RPX Corporation. Mr. Robertson received a B.B.A., an M.B.A. and an HLLD from the University of Michigan.

Qualifications

Mr. Robertson brings valuable financial expertise to our Board of Directors. His extensive experience in investment banking, private equity and capital markets transactions, as well as his service on the boards of other publicly held companies, supports our conclusion that Mr. Robertson has the necessary and desired skills, experience and perspective to serve on our Board.

LOGO  

John V. Roos

Age: 65

 

Director Since: 2013

 

Committees: Compensation (Chair)

                      Privacy

 

John V. Roos has served as a Director since September 2013. He served as the U.S. Ambassador to Japan from 2009 to 2013. Ambassador Roos currently serves as Co-Founder and General Partner of Geodesic Capital, a mid-late stage venture capital firm. Since April 2014, Ambassador Roos has also served as Senior Advisor to Centerview Partners, an international investment banking advisory firm, and since October 2013, he has served on the global advisory board of Mitsubishi UFJ Financial Group, a Japanese banking and financial network. Since January 2016, Ambassador Roos has served as Advisor for the Toyota Research Institute. From 1985 to 2009, Ambassador Roos practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati, P.C., where he most recently served as Chief Executive Officer. Ambassador Roos also serves as a director of Sony Corporation and the Maureen and Mike Mansfield Foundation. Ambassador Roos received an A.B. in Political Science and a J.D. from Stanford University.

Qualifications

Ambassador Roos brings valuable international and strategic expertise to our Board of Directors, and possesses an extensive and broad background in management, leadership and law. This extensive experience supports our conclusion that Ambassador Roos has the necessary and desired skills, experience and perspective to serve on our Board.

 

 

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Robin Washington

Age: 57

 

Director Since: 2013

 

Committees: Audit & Finance (Chair)

 

Robin Washington has served as a Director since September 2013. Ms. Washington served as an advisor to Gilead Sciences, Inc., a biopharmaceutical company, from November 2019 to March 2020 and served as Executive Vice President and Chief Financial Officer of Gilead from February 2014 to November 2019. She joined Gilead as Senior Vice President and Chief Financial Officer in 2008. From 2006 to 2007, Ms. Washington served as Chief Financial Officer of Hyperion Solutions, an enterprise software company. Prior to Hyperion, Ms. Washington served in a number of executive positions with PeopleSoft, Inc., a provider of enterprise application software. Ms. Washington currently serves as a director of Alphabet Inc. and Honeywell International, Inc. Ms. Washington is a certified public accountant and received a B.A. in Business Administration from the University of Michigan and an M.B.A. from Pepperdine University.

Qualifications

Ms. Washington brings extensive experience in management, operations and accounting in the technology sector to our Board of Directors. Her financial expertise in tax, financial reporting, accounting and controls, corporate finance, mergers and acquisitions and capital markets, along with her service on the boards of other public companies, supports our conclusion that Ms. Washington has the necessary and desired skills, experience and perspective to serve on our Board.

LOGO  

Maynard Webb

Age: 64

 

Director Since: 2006

 

Committees: Audit & Finance

                     Compensation

                     Merger & Acquisitions

                     (Chair)

Maynard Webb has served as a Director since September 2006. Mr. Webb is the founder of Webb Investment Network, an early stage venture capital firm he started in 2010. From 2006 to 2011, Mr. Webb served as Chief Executive Officer of LiveOps, Inc., a provider of on-demand call center solutions. From 2002 to 2006, Mr. Webb served as Chief Operating Officer of eBay Inc., an online global marketplace. From 1999 to 2002, Mr. Webb served as President of eBay Technologies. Prior to that, Mr. Webb served as Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer, and Vice President and Chief Information Officer at Bay Networks, Inc., a manufacturer of computer networking products. Mr. Webb currently serves as a director of Visa Inc. During the past five years, Mr. Webb also served as a director of Yahoo! Inc., where he previously served as Chairman of the board. Mr. Webb received a B.A.A. from Florida Atlantic University.

Qualifications

Mr. Webb brings extensive experience in management, engineering and technical operations to our Board of Directors. Additionally, his tenure in management positions at various technology companies, along with his service on the boards of other public companies, supports our conclusion that Mr. Webb has the necessary and desired skills, experience and perspective to serve on our Board.

 

 

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Susan Wojcicki

Age: 51

 

Director Since: 2014

 

Committees: Mergers & Acquisitions

                     Privacy

 

Susan Wojcicki has served as a Director since December 2014. Ms. Wojcicki has served as Chief Executive Officer of YouTube, a digital video platform and subsidiary of Alphabet Inc. (previously Google Inc.), since February 2014. She joined Google as its marketing manager in 1999, and after serving in various positions in marketing and product development, from April 2011 to January 2014, Ms. Wojcicki served as Google’s Senior Vice President of Advertising & Commerce. Prior to joining Google, she worked at Intel and served as a management consultant at both Bain & Company and R.B. Webber & Company. Ms. Wojcicki received an A.B. in History and Literature from Harvard University, an M.S. in Economics from the University of California, Santa Cruz and an M.B.A. from the University of California, Los Angeles.

Qualifications

Ms. Wojcicki brings extensive experience in management, operations and marketing in the technology sector to our Board of Directors. Additionally, her expertise in technology, brand building and product development supports our conclusion that Ms. Wojcicki has the necessary and desired skills, experience and perspective to serve on our Board

    

 

 

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Board Independence

 

The Board believes that it should consist of a substantial majority of independent directors. The Board has determined that, except for Mr. Benioff and Mr. Harris, each of our current directors has no material relationship with Salesforce and is independent within the meaning of the standards established by the New York Stock Exchange, or NYSE, as currently in effect. Former director Bernard Tyson was independent during the period he served on the Board, while Keith Block was not, due to his employment with Salesforce. In making that determination, the Board considered all relevant facts and circumstances, including the director’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and applied the following standards under NYSE rules, which provide that a director will not be considered independent if he or she:

 

  is currently an employee of Salesforce or has an immediate family member who is an executive officer of Salesforce;

 

  has been an employee of Salesforce within the past three years or has an immediate family member who has been an executive officer of Salesforce within the past three years;

 

  has, or has an immediate family member who has, received within the past three years more than $120,000 during any twelve-month period in direct compensation from Salesforce, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided
   

such compensation is not contingent in any way on continued service), and other than a family member’s compensation for service as a non-executive employee;

 

  is a current partner or employee of a firm that is Salesforce’s internal or external auditor; has an immediate family member who is a current partner of such a firm; has an immediate family member who is a current employee of such firm and personally works on Salesforce’s audit; or was, or has an immediate family member who was within the last three years, a partner or employee of such a firm and personally worked on Salesforce’s audit within that time;

 

  has, or has an immediate family member who has, been employed as an executive officer of another company where any of Salesforce’s present executives have served on the other company’s compensation committee during the past three years; or

 

  is currently employed as an executive officer or employee, or has an immediate family member who is currently employed as an executive officer, of another company that makes payments to, or receives payments from, Salesforce for property or services in an amount which, in any single fiscal year, exceeds the greater of (a) $1 million or (b) 2% of such other company’s consolidated gross revenues.
 

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 Chair of the Board 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. Mr. Benioff possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business. We believe this extensive Company-specific experience and 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, ensures clear accountability and enhances the Company’s ability to communicate its message and strategy clearly and consistently to its stockholders, employees and customers. Given our strong business, operational and financial performance, the Board believes that stockholders are best served by continuing this leadership structure.

Lead Independent Director

Importantly, the Board also has a strong and empowered Lead Independent Director who provides an effective independent voice in our leadership structure. The Lead Independent Director presides over the meetings of the independent directors, serves as a liaison between the independent directors and the Chair of the Board and CEO, and has the authority generally held by a lead independent director and as the independent directors may determine from time to time. Sanford Robertson has served as the Lead Independent Director since June 2007 and his current two-year term will expire in June 2021. The Board continues to review the leadership of the Board on a regular basis.

 

 

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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 in the Corporate Governance section of the Company’s website at https://investor.salesforce.com/corporate-governance or in print by contacting Investor Relations at 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. 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 in the Corporate Governance section of the Company’s website at https://investor.salesforce.com/corporate-governance or in print by contacting Investor Relations at our principal executive offices.

We have also evaluated our governance practices and principles against 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

 

Principle 1: 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

 

 

Principle 2: Stockholders should be entitled to voting rights in proportion to their economic interest.

 

  

 

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

 

Principle 3: Boards should be responsive to stockholders and be proactive in order to understand their perspectives.

  

 

  Extensive year-round stockholder engagement program, with feedback reported directly to the Board

  The Board has been responsive to stockholder feedback, including on ESG disclosures, executive compensation and governance matters pertaining to stockholder rights

  All directors attended our 2019 Annual Meeting, at which they were available to respond to stockholder questions

 

 

Principle 4: Boards should have a strong, independent leadership structure.

 

  

 

  Strong Lead Independent Director

  Our Board committees consist solely of independent directors

 

Principle 5: Boards should adopt structures and practices that enhance their effectiveness.

  

 

  Over 80% of our director nominees are independent, with diverse backgrounds, skills and experiences

  No overboarded directors

  Annual Board and committee self-evaluation program

  Consistent track record of open dialogue between Board and management

 

 

Principle 6: Boards should develop management incentive structures that are aligned with the long-term strategy of the company.

  

 

  Executive compensation program received over 95% support in 2019

  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

 

 

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Board Meeting Attendance and Director Communications

 

During the fiscal year ended January 31, 2020, or fiscal 2020, the Board held nine meetings. During fiscal 2020, 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. On average, our directors attended 95% of meetings in fiscal 2020.

Directors are also expected to attend our annual meeting of stockholders absent an unavoidable and irreconcilable conflict. In fiscal 2020, all directors attended the annual meeting of stockholders.

The non-management members of the Board also meet in executive sessions without management present. At these sessions, the Lead Independent Director acts as Presiding

Director. In the absence of the Lead Independent Director at any such executive session, the chair of the Audit and Finance Committee serves as Presiding Director.

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 salesforce.com, inc., 415 Mission Street, Third Floor, San Francisco, California 94105 (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.

 

 

Board Committees and Responsibilities

 

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 Ms. Washington qualifies as an “audit committee financial expert” as defined by the SEC.

 

 

Committees of the Board of Directors

 

    Director

 

Independent

   

Audit

   

Compensation

 

Governance

  M&A   Privacy   Real Estate

Marc Benioff (Chair & CEO)

             

Craig Conway

 

 

 

   

M

   

M

   

C

Parker Harris

             

Alan Hassenfeld

 

 

 

 

 

M

 

   

M

     

Neelie Kroes

 

 

 

   

M

     

C

 

M

General Colin Powell

 

 

 

     

M

     

Sanford Robertson (Lead Independent Director)

 

 

 

 

 

M

 

   

C

 

M

   

M

John V. Roos

 

 

 

   

C

     

M

 

Robin Washington (Financial Expert)

 

 

 

 

 

C

 

         

Maynard Webb

 

 

 

 

 

M

 

 

M

   

C

   

Susan Wojcicki

 

 

 

                 

M

 

M

   

Total Meetings in Fiscal 2020

         

 

9

 

 

18

 

7

 

11

 

3

 

5

Legend: C = Chair; M = Member

 

  Audit and Finance Committee

 

Committee Members:

 

Robin Washington (Chair)

Alan Hassenfeld

Sanford Robertson

Maynard Webb

 

 

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

 

Number of meetings in fiscal 2020: 9

 

Committee Report: page 61

 

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, including cybersecurity risk. Among other

matters, the Audit Committee: evaluates the independent registered public accounting firm’s qualifications, independence and performance; determines the engagement of the independent registered public accounting firm (“independent auditors”);

 

 

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approves the retention of the independent auditors to perform any proposed permissible non-audit services; considers the rotation of partners of the independent auditors 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 and the Company’s independent auditors and internal auditors the

adequacy of internal financial controls; oversees the Company’s financial and treasury policies, strategies and capital structure; 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 auditors the results of the annual audit and the review of our quarterly financial statements.

 

 

  Compensation Committee

 

Committee Members:

 

John V. Roos (Chair)

Craig Conway

Neelie Kroes

Maynard Webb

 

 

All Committee members are independent

 

Number of meetings in fiscal 2020: 18

 

Committee Report: page 60

 

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. The Compensation Committee may delegate its authority to one or more subcommittees or to one member of the Compensation Committee. 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. Although the Compensation Committee does not currently do so, it may delegate its authority to members of management to

determine awards under the Company’s equity-based compensation plans for non-executive officer employees of the Company. The Compensation Committee has delegated authority to management to determine cash awards under our cash incentive plans for non-executive officers. The Compensation Committee also reviews and evaluates its performance, including compliance with its charter, and prepares any report required under SEC rules.

The Compensation Committee has the authority to engage independent advisors, such as compensation consultants, to assist it in carrying out its responsibilities. The Compensation Committee periodically engages an outside consultant to advise on compensation-related matters.

 

 

  Nominating and Corporate Governance Committee

 

Committee Members:

 

Sanford Robertson (Chair)

Alan Hassenfeld

General Colin Powell

 

 

All Committee members are independent.

 

Number of meetings in fiscal 2020: 7

 

The Nominating and Corporate Governance Committee (the “Governance Committee”) is responsible for: overseeing corporate governance matters generally, including the development and recommendation of corporate governance principles applicable to the Company; identifying individuals qualified to become members of the Board; recommending to the Board director nominees for each election of directors; developing and recommending to the Board criteria for selecting qualified director

candidates; considering committee member qualifications, appointment and removal; review and make recommendations to the Board concerning Board and committee compensation; and providing oversight in the evaluation of the Board and each committee. The Governance Committee also periodically reviews the Company’s policies and practices concerning environmental, social and governance, or “ESG,” initiatives, political contributions and lobbying activities.

 

 

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Additional Committees

Pursuant to the Company’s Bylaws, the Board may designate other standing or ad hoc committees to serve at the pleasure of

the Board from time to time. Currently, the Board maintains a Mergers and Acquisitions Committee (the “M&A Committee”), Privacy & Ethical Use Committee (the “Privacy Committee”) and a Real Estate Committee.

 

 

Mergers and Acquisitions Committee

 

Privacy & Ethical Use Committee

 

Real Estate Committee

 

Committee Members:

 

Maynard Webb (Chair)

Craig Conway

Sanford Robertson

Susan Wojcicki

 

All Committee members are independent.

 

Number of meetings in fiscal 2020: 11

 

 

Committee Members:

 

Neelie Kroes (Chair)

John V. Roos

Susan Wojcicki

 

 

All Committee members are independent.

 

Number of meetings in fiscal 2020: 3

 

 

Committee Members:

 

Craig Conway (Chair)

Neelie Kroes

Sanford Robertson

 

 

All Committee members are independent.

 

Number of meetings in fiscal 2020: 5

 

Identification, Criteria and Evaluation of Director Nominees

The Governance Committee uses a variety of methods for identifying and evaluating director nominees. 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. Candidates may come to the attention of the Governance Committee through directors, management, stockholders or third parties. If the Governance Committee believes that the Board requires additional candidates for nomination, the Governance Committee may engage, as appropriate, a third-party search firm to assist in identifying qualified 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, an interview of the candidate or other actions the Governance Committee deems appropriate, including the use of third parties to review candidates.

The Governance Committee will evaluate and recommend 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. The Governance Committee also focuses on diversity, such as diversity of gender, race and national origin, education,

professional experience and differences in viewpoints and skills. The Governance Committee does not have a formal policy with respect to diversity; however, 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 Board evaluation process. 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 all Board and applicable committee meetings.

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 Secretary of the Company. The Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

 

 

Proxy Access

The Company’s Bylaws provide procedures that allow a stockholder or a group of up to 20 stockholders that has continuously owned for at least three years 3% or more of the

Company’s common stock 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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Board’s Role in Risk Oversight

 

The Board as a whole has responsibility for risk oversight. The committees of the Board play a key role in this oversight responsibility, as discussed below and in the charters of each of the committees.

All committees receive regular reports from Company officers responsible for monitoring and mitigating particular risk exposures. The Board regularly receives reports from each committee chair regarding the committee’s considerations and actions.

 

 

 

  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, corporate infrastructure and cybersecurity (as discussed below)

Compensation Committee

  

   Oversees risks associated with our compensation policies and practices, with respect to both executives and employees

Governance Committee

  

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

Privacy Committee

  

   Oversees risks associated with data privacy and emerging ethical topics relevant to technology companies

M&A Committee

  

   Oversees risks related to mergers, acquisitions and investments, including with respect to the integration of acquired technology and employees

Real Estate Committee

  

   Oversees risks related to employee safety, headcount and geographic expansion, and employee productivity

 

Cybersecurity and Information Security Risk

Trust is our number one value and the foundation of everything we do. As part of its independent oversight of the risks facing the Company, the Board devotes significant time and attention to cyber security and information security risk, and cyber incident preparedness and response. Our Chief Trust Officer provides

regular reports to the Audit Committee and Board on cyber threats, incident response, and progress towards internal goals. These reports address a range of topics, including the threat environment, updates on technology trends, policies and practices, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats.

 

 

Compensation of Directors

 

Under our fiscal 2020 compensation arrangement for non-employee directors, each non-employee director received a cash fee of $12,500 per fiscal quarter. In addition, the chair of the Audit Committee received an additional $10,000 in cash per quarter, and the chair of each other Board committee received an additional $5,000 in cash per quarter. The Lead Independent Director also received an additional $30,000 in cash per year.

During fiscal 2020, each non-employee director also received a quarterly grant of fully vested shares of our common stock for service during the respective preceding quarter with a dollar value intended to approximate $125,000 based on the average recent trading price over a period of time before the grant date. All equity awards were made pursuant to our 2013 Equity Incentive Plan.

 

We also reimbursed our non-employee directors for travel, lodging and other reasonable expenses incurred in connection with attending Board and committee meetings and other Company events.

The following table sets forth information concerning the compensation earned during fiscal 2020 by our Board members. The table excludes Messrs. Benioff, Block and Harris, who did not receive separate compensation for their service as directors for fiscal 2020. Mr. Block resigned as Co-CEO and a member of the Board on February 24, 2020. For additional information on Mr. Block’s resignation please see “Compensation Discussion and Analysis – Keith Block Transition.”

 

 

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DIRECTOR COMPENSATION FOR FISCAL 2020

 

  Name    Fees Earned
or Paid in
Cash
     Stock
Awards
(1) (2)
     Total  

 Craig Conway

     $  70,000      $ 521,915      $ 591,915  

 Alan Hassenfeld

     $  50,000      $ 521,915      $ 571,915  

 Neelie Kroes

     $  70,000      $ 521,915      $ 591,915  

 General Colin Powell

     $  50,000      $ 521,915      $ 571,915  

 Sanford Robertson

     $100,000      $ 521,915      $ 621,915  

 John V. Roos

     $  75,000      $ 521,915      $ 596,915  

 Bernard Tyson

     $175,000      $ 386,457      $ 561,457  

 Robin Washington

     $  90,000      $ 521,915      $ 611,915  

 Maynard Webb

     $  70,000      $ 521,915      $ 591,915  

 Susan Wojcicki

     $  50,000      $ 521,915      $ 571,915  
(1)

Stock awards consist solely of grants of fully vested shares of Salesforce common stock. The amounts reported are the aggregate grant date fair value, which is calculated by multiplying the number of shares subject to the stock 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 2020.

(2)

During fiscal 2020, all non-employee directors other than Mr. Tyson received stock awards of fully vested shares of Salesforce common stock on February 22, 2019, May 22, 2019, August 22, 2019 and November 22, 2019, with grant date fair values of $143,405, $123,274, $119,778 and $135,458, respectively. Mr. Tyson passed away in November 2019. In lieu of the November 22, 2019 equity grant, his estate will be paid in cash ($125,000), which is reflected in the amount reported as Fees Earned or Paid in Cash. Like the other non-employee directors, Mr. Tyson received stock awards of fully vested shares of Salesforce common stock on February 22, 2019, May 22, 2019 and August 22, 2019 with grant date fair values of $143,405, $123,274, and $119,778, respectively.

Fiscal 2021 Director Compensation Program

Our Governance Committee periodically reviews our director compensation program. In fiscal 2020, in connection with the resolution of claims relating to the compensation of our directors, the Governance Committee retained Compensia, Inc. (“Compensia”), an independent compensation consultant, to help evaluate our director compensation program, particularly in relation to our peer companies. In considering and ultimately recommending the compensation for our non-employee directors for fiscal 2021, 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 setting forth competitive market data for the same peer group used to benchmark Executive Officer compensation. 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 January 2020 the Board of Directors adopted a new non-employee director compensation program. In determining the structure of, and amounts payable under, the new program, the Board’s considerations included the advice of the independent compensation consultant, stockholder input, amounts payable at the peer companies, and the desire to appropriately compensate our directors for their significant work and contributions and to closely align their interests with our stockholders’ interests.

Under the new non-employee director compensation program adopted for fiscal 2021:

 

 

Our directors will no longer receive cash retainer fees, other than for service as Committee chairs or lead independent director.

 

 

Each non-employee director received an RSU grant on February 1, with a grant date fair value of approximately $375,000, vesting in four equal installments on February 22, May 22, August 22, and November 22, subject to each non-employee director’s continued service through such date.

 

 

Our lead independent director receives a cash fee of $7,500 on the first day of each fiscal quarter.

 

 

Our Audit Committee chair receives a cash fee of $10,000 on the first day of each fiscal quarter.

 

 

The chair of each other committee receives a cash fee of $5,000 on the first day of each fiscal quarter.

 

 

We continue to reimburse our non-employee directors for travel, lodging and other reasonable expenses incurred in connection with attending Board and committee meetings and other Company events.

 

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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 of 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. As of April 1, 2020, all non-employee directors were in compliance with our stock ownership policy.

 

 

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  ESG AT SALESFORCE  

 

 

ESG AT SALESFORCE*

We believe the business of business is to make the world a better place for all of our stakeholders, including our stockholders, customers, employees, partners, the planet and the communities in which we work and live. To this end, we are proud to have signed and to support the Business Roundtable’s Statement on the Purpose of a Corporation, which affirms the essential role corporations can play in improving our society—a belief that Salesforce has long held and long incorporated into our business practices—to make sure we are doing well and doing good.

Delivering innovative solutions to our customers is core to our mission and, as a technology company, we have also developed solutions on the Salesforce platform that enable our customers and stakeholders to address environmental, social and governance (“ESG”) matters that are meaningful to them. All of these goals align with our long-term growth strategy and financial and operational priorities.

Salesforce is also committed to transparent ESG disclosures and maintaining programs that support the success of ESG initiatives. We believe that transparently disclosing our ESG goals and relevant metrics related to our ESG programs will allow our stakeholders to be informed on our progress. To this end, we are working to align with the recommendations of the Sustainability Accounting Standards Board (SASB) and of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD). Each year, we publish an annual stakeholder impact report on our website detailing our overall strategy relating to ESG programs as well as our efforts and key metrics in these areas. In fiscal 2020, during our annual Dreamforce conference, we also held our first ESG-focused panel at our annual Investor Day and updated the analyst and investment community on our ESG initiatives.

Protecting Our Planet

 

At Salesforce, we consider the environment to be one of our key stakeholders and we are committed to harnessing our culture of innovation to improve the state of the world. To that end, we are working to play a meaningful role in creating a sustainable, low-carbon future by integrating sustainability into our business operations. This includes not only managing our own environmental footprint as we continue to grow, but also participating in initiatives to help others drive impactful climate action. We believe that improving our environmental footprint and addressing sustainability risks contributes to the long-term benefit of our company and our stockholders.

Carbon and Energy Strategy

Salesforce delivers all customers a carbon neutral cloud and we are committed to achieving 100 percent renewable energy for our global operations by the end of fiscal 2022. In fiscal 2020, we procured electricity from renewable energy resources equivalent to 63 percent of what we used globally. We have set an internal price on carbon by offsetting all of our Scope 1 and 2 emissions, as well as the parts of our Scope 3 (indirect emissions) related to delivering a carbon neutral cloud and all employee commuting and business travel emissions.

Global Collaboration & Initiatives

Salesforce, along with a coalition of businesses and U.N. leaders, has pursued setting 1.5 degree science-based emissions reduction targets in order to combat climate change. The Science-Based Targets Initiative has approved Salesforce’s emissions reduction targets. This also includes a supply chain engagement commitment whereby suppliers representing 60 percent of Salesforce’s Scope 3 emissions, covering all upstream emission categories, will set science-based targets by 2024.

In January 2020, the World Economic Forum (WEF) and certain partners, including Salesforce, launched 1t.org with a goal to conserve, restore and grow 1 trillion trees within this decade. This initiative is designed to empower and mobilize communities to slow the planet’s rising temperatures and work towards decreasing emissions to a 1.5 degree science-based target. To achieve this goal, Salesforce will contribute our technology to WEF’s Uplink, a new digital platform to bring stakeholders together to solve the United Nations’ Sustainable Development Goals. We have also made a commitment to support and mobilize the conservation and restoration of 100 million trees over the next decade.

 

* 

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 Cloud

We believe that our technology can play an important role in helping to drive climate action to accelerate the world’s efforts towards carbon neutrality. In fiscal 2020, we launched Salesforce Sustainability Cloud, a carbon accounting product for businesses and governments to track and manage their greenhouse gas emissions. Salesforce Sustainability Cloud is a prebuilt solution that empowers businesses to quickly track, analyze, and report reliable environmental data to help them reduce their carbon emissions. A company’s carbon data is easily integrated into Salesforce and surfaced in Salesforce Einstein Analytics, which creates reports and dashboards with insights that empower businesses to drive climate action programs at scale. We use the product internally to manage our own environmental footprint and deliver high-quality data to our own stakeholders.

 

 

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Empowering the Community

 

We believe that businesses can be powerful platforms for social change, and we have championed causes we believe have a positive impact on our communities. We also believe in widening access to the tech industry, and Salesforce technology, through our philanthropic efforts and through various workforce development programs to empower a diverse workforce of tomorrow. These programs include our Pathfinder program in partnership with Deloitte, Trailhead, and our partnerships with external programs, including Year Up and Genesys Works. We believe that these initiatives are in line with our core values and contribute to the long-term success of our company and our stockholders.

Philanthropy

From our very 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 percent of a company’s equity, employee time and product to help improve communities around the world. Together with the Salesforce Foundation, a 501(c)(3) non-profit organization, and Salesforce.org, as of January 31, 2020, we have given approximately $330 million to charitable organizations and logged more than 4.9 million employee volunteer hours around the world. In fiscal 2020, Salesforce.org was integrated into Salesforce and continues to focus on furthering these philanthropic efforts with the use of Salesforce’s platform. We continue to provide free and highly discounted technology to the non-profit and education sectors, with over 46,000 non-profits, higher education organizations and philanthropies currently using our technology today.

Trailhead

Salesforce is committed to enabling the workforce to learn the skills needed to thrive in the jobs of today and tomorrow. Our free online learning platform, Trailhead, allows anyone to learn in-demand technology and business skills, earn resume-worthy credentials and connect to mentorship opportunities with the Trailblazer Community. To date, over 20 million badges have been earned on Trailhead.

Civic Engagement

Salesforce’s Government Affairs and Public Policy team works with policymakers and elected officials around the globe on issues that matter to our stakeholders, including our employees, our customers, our stockholders, our communities, and the environment. Salesforce is nonpartisan in our work, and we support candidates and eligible organizations of any party who share our priorities, align with our core values, represent and engage with significant numbers of our employees and demonstrate leadership. 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 and with various state campaign finance commissions. Our Governance Committee provides independent oversight of and annually reviews our political contributions and management prepares a detailed report of our corporate political spending, which is publicly accessible at https://www.salesforce.com/company/public-policy/.

COVID-19

The COVID-19 pandemic has challenged all of us in many ways, in our work and personal lives. At Salesforce, our commitment to our stakeholders is unwavering. Indeed, the urgency for businesses to give back to their communities has never been greater, and we remain committed to putting our values into action.

 

 

Protecting Our Workforce. Protecting the safety and wellbeing of our employees has been our top priority during the pandemic. We proactively closed our offices around the world and provided allowances for employees to equip their home workspaces. We have provided frequent communication and updates, including company-wide video calls led by senior management and participation of Board members and guest experts in psychology and other medical fields. We also launched a daily company-wide video program also featuring physical and mental health experts and other informative and inspiring speakers. In addition, in March 2020, we announced a 90-day pledge of no significant layoffs. We also have continued to pay our on-site service providers so that suppliers compensate their hourly employees who provide on-site services at our offices with their regular pay for the time they otherwise would have worked.

 

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Integrated Philanthropy. In connection with our broader philanthropic efforts, we have also partnered with numerous local and national charities during this time, including expanding our support to organizations like the Italian Red Cross, Madrid Food Bank, and the New York COVID-19 Emergency Fund. We also continue to match employee donations to eligible organizations. Additionally, to support our communities, we have worked with government agencies, hospitals and relief organizations to help address the personal protective equipment shortage for medical personnel. We are also providing our technology to companies to support their own philanthropic efforts. For example, together with our partner United Way, we are offering free access to Philanthropy Cloud for a limited time to companies to enable their employees to give back to their communities.

 

 

Innovation & Customer Support. We’re innovating rapidly and offering assistance to help our customers and partners navigate through this crisis, including making some of our technology available for free for a period of time through our Salesforce Care rapid response solutions. Some examples of these solutions include:

 

   

Salesforce Care Small Business Grants, supporting small businesses as they work to replenish materials, pay salaries, or adapt their business models.

 

   

Quip Starter, for customers and non-profits to help their teams collaborate while employees work away from the office.

 

   

Tableau’s COVID-19 Data Hub, to help organizations around the world see and understand data about the pandemic in near real-time.

 

   

AppExchange COVID-19 Resource Center, a dedicated resource to support employee, customer, and community needs with applications built by partners and Salesforce Labs.

As the COVID-19 pandemic evolves, we continue to monitor developments closely and care for our employees, customers, partners and our communities.

Fostering Employee Success

 

 

We believe that a key element of our ESG programs is being a great place to work for our employees. We deliver on our commitment to be a great place to work by being an inclusive workplace for our employees around the world and supporting employees’ physical, emotional, and financial wellness. We also invest in human capital management initiatives designed to enhance employee success and create a safe, healthy and engaging working environment. This commitment to our culture allows us to attract world-class talent and contributes to the long-term success of our company and our stockholders. We employed more than 49,000 employees by the end of fiscal 2020.   

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Equality

Equality is a core value at Salesforce. Creating a culture of equality empowers us to innovate, build deeper connections with our customers and ultimately become a better company. We have spearheaded initiatives to drive equality in four key areas: equal rights, equal pay, equal education and equal opportunity. Some examples of our initiatives include:

 

 

Office of Equality: Our Chief Equality Officer and the Office of Equality work to continuously further equality for all and uphold the values of the communities we serve, including by partnering with others across the organization to drive positive change. We believe in holding ourselves accountable by being transparent about our initiatives and progress. For example, our website includes a dedicated “Equality” page which highlights the Company’s equality efforts.

 

 

A Diverse Workplace: We believe that achieving strong operating results starts with our employees. Our diversity makes us stronger, and the value we deliver as a company is strengthened when we bring broad perspectives together to meet the needs of our diverse stakeholders. As of October 31, 2019, approximately 44 percent of our U.S. workforce was made up of underrepresented groups (Women, Black, Latinx, Indigenous, Multiracial, Lesbian, Gay, Bi-Sexual, Trans, Queer, People with Disabilities, and Veterans). Our goal is to increase this figure to 50% by 2023 while we continue building a diverse and inclusive workplace that reflects society around the globe.

 

 

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. We also support 12 employee-led and founded employee resource groups, or “Equality Groups,” that provide a community for underrepresented groups and their allies, offer professional development and mentoring opportunities, and empower employees to be responsive equality leaders in their communities. In fiscal 2020, nearly half of our employees engaged in one or more such Equality Groups.

 

 

Equal Pay for Equal Work: We believe in compensating our employees fairly and equitably, with equal pay for equal work. We review the salaries and bonuses of our global workforce on an annual basis to confirm everyone is paid equally for equal work, and then close any unexplained gaps. To date, we have committed over $12 million to promote equal pay for equal work. In the United States, we also review differences in pay for not only as they may relate to gender, but also as they may relate to race and ethnicity.

 

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Workplace Development

Our Employee Opinion Survey is a vehicle for employees to provide confidential feedback on their experience as a Salesforce employee. Twice a year, we ask more than 60 questions across eight factors: engagement, manager 101, ethics, wellbeing, senior leadership, innovation, job satisfaction, and psychological safety. The results are used to measure employee engagement, the health of our culture, and how we’re living up to our mission to make Salesforce a great place to work. It’s unique because the results are accessible to all employees who can look at the data by region, country and leader. By regularly measuring our progress and sharing the results with all employees, we are able to focus on the things that matter most to employees, and improve in areas that may need work. In fact, it has led to major company initiatives, such as our Camp B-Well Wellness Program. The initiative provides resources, information, and support (across five pillars: Nourish, Revive, Move, Thrive, Prosper) for employees who want to live well every day, in every way.

Supporting Employee Wellness

We prioritize wellbeing, and we invest in benefits and programs to keep our employees and their families happy and healthy, so they can bring their best selves to work every day.

 

 

Wellbeing: We are committed to supporting our employees’ and their families’ wellbeing by offering flexible, competitive benefits, and through major life events. This includes robust health and insurance benefits and wellness resources. We also offer generous time off and leave programs to help rejuvenate our employees, including volunteer time off (VTO). For example, we’re proud to provide all employees globally with seven days of paid time off (56 hours) to volunteer in their communities.

 

 

Work/Life Balance: Through a range of flexible programs and benefits, we also support our employees through everyday challenges, special moments, and critical life events. For example, we provide 26 weeks of paid parental leave for parents to bond with their new baby or adopted child.

 

 

Financial Wellness: We offer robust financial benefits focused on aiding our employees with their financial goals, from 401(k) plan matching to an employee stock purchase plan. As of April 23, 2020, approximately 51,769 employees were eligible to participate in our ESPP program.

 

 

 

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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.

 

Great Place to Work:   

   Australia (#1 in 2019)

 

   France (#1 in 2019)

 

   U.K. (#1 in 2019)

 

   Japan (#1 in 2019)

 

   Bavaria (#1 in 2019)

 

   U.S. (#2 in 2019)

 

   Singapore (#2 in 2019)

  

   Ireland (#3 in 2019)

 

   Netherlands (#3 in 2019)

 

   Argentina (#4 in 2019)

 

   Germany (#4 in 2019)

 

   Canada (#4 in 2019)

 

   India (#36 in 2019)

  

   Europe (#1 in 2019)

 

   Asia (#9 in 2019)

 

   Latin America (#18 in 2019)

 

   World’s Best (#3 in 2019)

 

   UK’s Best Workplaces in Tech 2019 (#1 in 2019)

Fortune:   

   Fortune 100 Best Companies to Work For (#2 in 2019)

 

   Best Workplaces for Millennials (#3 in 2019)

 

   Best Workplaces in Technology (#3 in 2019)

 

   Best Workplaces for Women (#7 in 2019)

 

   Future 50 (#9 in 2019)

 

   Best Workplaces for Parents (#15 in 2019)

 

   Best Workplaces for Diversity (#25 in 2019)

People:   

   Companies That Care (#1 in 2019)

 

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  ESG AT SALESFORCE (CONTINUED)  

 

 

Operating with Integrity and Trust

 

Salesforce is committed to a core set of values: trust, customer success, innovation and equality. Foremost among these is trust, which is the foundation for everything we do. As such, Salesforce believes ethics and integrity are critical to the success of our customers, employees, our business, and to improving the state of the world. We’re proud to have been named on Ethisphere’s 2020 World’s Most Ethical Companies’ Honoree list for the 11th time.

Governance

We are committed to a corporate governance structure that promotes long-term stockholder value creation by providing a leadership structure and composition of the Board of Directors that is aligned with our strategic direction and providing our stockholders with both the opportunity to provide direct feedback and key substantive rights to drive board accountability. Governance is foundational to our ESG programs and we work actively with our Board of Directors on our initiatives. For example, our Audit Committee oversees cybersecurity matters and meets regularly with our Chief Trust Officer, and our Governance Committee oversees our ESG programs as set forth in its charter. The Privacy Committee also oversees our privacy matters and meets regularly with our Office of Ethical and Humane Use of Technology.

We understand that part of our employee and customer success 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, describe the way we treat employees and key stakeholders and clearly communicate our values and expectations. Our Corporate Governance Guidelines, which detail our corporate governance practices with respect to our Board and Committees, is reviewed periodically by our Governance Committee and is also publicly available.

 

 

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Trust, Security and Privacy

Customers entrust us with their most sensitive data, and they expect us to protect it using security risk management practices and advanced systems that respond to the changing security landscape and emerging threats. We have made and will continue to make substantial investments in our cybersecurity programs. In addition, we believe that improvements in data security are critical to realizing the potential of technology and greater connectivity to improve lives around the world, and that effective cybersecurity requires an ecosystem-wide approach. This is why we work with partners and stakeholders across the globe to support legislation and initiatives such as the Cybersecurity Tech Accord that would help modernize how we approach cybersecurity as an industry.

 

 

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Our customers also trust us to help them build meaningful relationships with their own customers. The privacy of the data that we are entrusted to protect is a top priority. Our customer agreements (templates of which are publicly available on our website) and our privacy policies (also publicly available on our website) describe how we safeguard data. We also offer resources to help our customers operate globally in compliance with privacy laws such as the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

 

 

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Ethical and Humane Use of Technology

We aspire to create technology that not only drives the success of our customers, but also upholds the basic human rights of every individual. Core to this effort is the establishment of the Office of Ethical and Humane Use of Technology, working across product, law, policy, and ethics to develop and implement a strategic framework for the ethical and humane use of technology across Salesforce.

 

 

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Table of Contents

  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 1, 2020, and for other stockholders, the information is as of December 31, 2019 based on their filings with the SEC.

Except as set forth below, the address of each stockholder listed in the following table is salesforce.com, inc., 415 Mission Street, 3rd Floor, San Francisco, California 94105. Applicable percentage ownership for our directors and executive officers in the following table is based on 895,428,861 shares of Salesforce common stock outstanding as of March 1, 2020, plus, as applicable, 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

                 

  FMR LLC (1)

     91,673,463        10.3%  

  245 Summer Street, Boston, Massachusetts 02210

     

  The Vanguard Group (2)

     68,073,060        7.7%  

  100 Vanguard Boulevard, Malvern, PA 19355

     

  BlackRock, Inc. (3)

     63,215,466        7.1%  

  55 East 52nd Street, New York, New York 10022

     

  T. Rowe Price Associates Inc. (4)

     45,608,407        5.1%  

  100 East Pratt Street, Baltimore, Maryland 21202

     

  Directors and Named Executive Officers

                 

  Marc Benioff (5)

     34,202,950        3.8%  

  Keith Block (6)

     841,319        *  

  Craig Conway

     10,390        *  

  Parker Harris (7)

     2,697,895        *  

  Alan Hassenfeld (8)

     129,913        *  

  Mark Hawkins (9)

     57,490        *  

  Neelie Kroes

     10,458        *  

  General Colin Powell

     59,874        *  

  Sanford R. Robertson

     125,363        *  

  John V. Roos

     9,258        *  

  Srinivas Tallapragada (10)

     387,343        *  

  Bret Taylor (11)

     1,472,298        *  

  Robin Washington

     33,129        *  

  Maynard Webb

     42,344        *  

  Susan Wojcicki

     103,183        *  

  Current Directors and Executive Officers as a Group (18 Persons) (12)

     39,793,012        4.4%  
*

Less than 1%.

 

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  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (CONTINUED)  

 

 

1)

Based upon a Schedule 13G/A filed with the SEC on February 7, 2020 by FMR LLC, on behalf of itself, Crosby Advisors LLC, FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company, Fidelity Personal Trust Company, FSB, FMR Co., Inc. and Strategic Advisers LLC. FMR LLC reported that it has sole voting power with respect to 17,475,529 shares of common stock, sole dispositive power with respect to 91,673,463 shares of common stock, and no shared voting or shared dispositive power.

2)

Based upon a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group on behalf of itself, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. The Vanguard Group, Inc. reported that it has sole voting power with respect to 1,337,990 shares of common stock, sole dispositive power with respect to 66,581,498 shares of common stock, shared voting power of 228,379 shares of common stock, and shared dispositive power of 1,491,562 shares of common stock.

3)

Based upon a Schedule 13G/A filed with the SEC on February 6, 2020 by BlackRock, Inc., on behalf of itself, BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, N.A., BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co. Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, Future Advisor Inc., BlackRock Investment Management (UK) Ltd., BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd. BlackRock, Inc. reported that it has sole voting power with respect to 53,937,968 shares of common stock, sole dispositive power with respect to 63,215,466 shares of common stock, and no shared voting or shared dispositive power.

4)

Based upon a Schedule 13G filed with the SEC on February 14, 2020 by T. Rowe Price Associates, Inc., which reported that it has sole voting power with respect to 17,802,277 shares of common stock, sole dispositive power with respect to 45,608,407 shares of common stock, and no shared voting or shared dispositive power.

5)

Includes 3,984,150 shares issuable upon the exercise of options vested and exercisable as of March 1, 2020 or, assuming continued service to the Company, vesting within 60 days of March 1, 2020. All other shares are held in the Marc R. Benioff Revocable Trust.

6)

Includes 781,172 shares issuable upon the exercise of options vested and exercisable as of March 1, 2020 or, assuming continued service to the Company, vesting within 60 days of March 1, 2020 and upon settlement of RSUs vesting within 60 days of March 1, 2020.

7)

Includes 878,608 shares issuable upon the exercise of options vested and exercisable as of March 1, 2020 or, assuming continued service to the Company, vesting within 60 days of March 1, 2020 and upon settlement of RSUs vesting within 60 days of March 1, 2020. Also includes 1,763,691 shares held in trusts.

8)

Includes 1,350 shares held by a family member.

9)

Includes 39,408 shares issuable upon the exercise of options vested and exercisable as of March 1, 2020 or, assuming continued service to the Company, vesting within 60 days of March 1, 2020 and upon settlement of RSUs vesting within 60 days of March 1, 2020.

10)

Includes 350,306 shares issuable upon the exercise of options vested and exercisable as of March 1, 2020 or, assuming continued service to the Company, vesting within 60 days of March 1, 2020 and upon settlement of RSUs vesting within 60 days of March 1, 2020.

11)

Includes 124,910 shares issuable upon the exercise of options vested and exercisable as of March 1, 2020 or, assuming continued service to the Company, vesting within 60 days of March 1, 2020 and upon settlement of RSUs vesting within 60 days of March 1, 2020. Also includes 260,424 shares held in trusts.

12)

Includes 5,688,117 shares issuable upon the exercise of options vested and exercisable as of March 1, 2020 or, assuming continued service to the Company, vesting within 60 days of March 1, 2020, and upon the settlement of RSUs vesting, assuming continued service to the Company, within 60 days of March 1, 2020.

 

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Table of Contents

  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 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, including the Salesforce Tableau Equity Incentive Plan (the “Salesforce Tableau Plan”), which plans have not been approved by Salesforce’s stockholders.

The following table sets forth information regarding outstanding stock options and restricted stock units as well as shares reserved for future issuance under the foregoing plans as of January 31, 2020:

 

 

  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

 

 

 

 

 

 

40,478,653(2)

 

 

 

 

  

 

 

 

 

$58.10

 

 

 

 

  

 

 

 

 

74,782,715(3)

 

 

 

 

 

  Equity compensation plans not approved by stockholders

 

 

 

 

 

 

14,182,257(4)

 

 

 

 

  

 

 

 

 

$7.98

 

 

 

 

  

 

 

 

 

3,112,500(5)

 

 

 

 

 

 

 

 

 

  Total

 

 

 

 

 

 

54,660,910    

 

 

 

  

 

 

 

 

$45.10

 

 

 

 

  

 

 

 

 

77,895,215    

 

 

 

 

(1)

The weighted average exercise price of outstanding options, warrants and rights includes the purchase price of $0.001 per restricted stock unit.

(2)

Consists of options, restricted stock units, and performance-based restricted stock units granted under the 2013 Equity Plan. Performance-based restricted stock units are for purposes of this column assumed to be payable at 100% of target. If instead the maximum amount of shares were achieved, the number of securities to be issued would be 41,318,814.

(3)

Consists of 755,930 shares available under the ESPP and 74,026,785 shares available under the 2013 Equity Plan. Offerings under the ESPP were authorized by the Board of Directors in September 2011.

(4)

Consists of shares 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 Assistly, Inc. 2009 Stock Plan assumed by us with our acquisition of Assistly, Inc. in September 2011; the Model Metrics, Inc. 2008 Stock Plan assumed by us with our acquisition of Model Metrics, Inc. in December 2011; the Buddy Media, Inc. 2007 Equity Incentive Plan assumed by us with our acquisition of Buddy Media, Inc. in August 2012; the EdgeSpring, Inc. 2010 Equity Incentive Plan assumed by us with our acquisition of EdgeSpring, Inc. in June 2013; the ExactTarget, Inc. 2008 Equity Incentive Plan assumed by us with our acquisition of ExactTarget, Inc. in July 2013; the RelateIQ, Inc. 2011 Stock Plan assumed by us with our acquisition of RelateIQ, Inc. in August 2014; 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 Backchannel, Inc. 2012 Equity Incentive Plan assumed by us with our acquisition of Quip, Inc. in August 2016; the BeyondCore, Inc. 2007 Stock Incentive Plan and the BeyondCore, Inc. 2016 Equity 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 in connection with our acquisition of Datorama, Inc. in August 2018, the Optimizer Topco S.A.R.L. 2015 Share Incentive Plan assumed by us in connection with our acquisition of ClickSoftware Technologies Ltd. in October 2019, the MapAnything, Inc. Amended and Restated 2015 Stock Incentive Plan assumed by us in connection with our acquisition of MapAnything, Inc. in May 2019, and the Salesforce Tableau Plan and the Tableau Software, Inc. 2004 Equity Incentive Plan, each assumed by us in connection with our acquisition of Tableau Software, Inc. in August 2019.

(5)

Consists of the 2014 Inducement Plan, the Salesforce Tableau Plan and the MetaMind Plan. The material features of the 2014 Inducement Plan and the Salesforce Tableau 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

 

 

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  EQUITY COMPENSATION PLAN INFORMATION (CONTINUED)  

 

 

of restricted stock units 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, 2020, 2,022,427 shares of Salesforce common stock remained available for issuance under the 2014 Inducement Plan.

 

 

Material Features of the Salesforce Tableau Equity Plan

 

The Tableau Software, Inc. 2013 Equity Incentive Plan (the “Original Tableau Plan”) was originally established by Tableau Software, Inc. (“Tableau”) in 2013. In connection with Salesforce’s acquisition of Tableau in 2019, Salesforce assumed the Original Tableau Plan, as amended, renamed it the Salesforce Tableau Equity Plan and amended and restated it as of August 1, 2019 (the “Salesforce Tableau Plan”). The purposes of the Salesforce Tableau Plan are to help Salesforce secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of Salesforce and its affiliates and provide a means by which eligible recipients may benefit from increases in the value of our common stock. From and after August 1, 2019, only employees and consultants of Tableau as of immediately prior to such date and employees and consultants of Salesforce hired on or following such date are eligible to receive grants of new awards under the Salesforce Tableau Plan.

The Salesforce Tableau 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; restricted stock unit awards; performance stock awards; performance cash awards and other stock awards.

As of August 1, 2019, the aggregate number of shares of common stock issuable under the Salesforce Tableau Plan (from and after such date) was 11,712,661. Following August 1, 2019, when a stock award or any portion of a stock award expires or otherwise terminates without all of the shares covered by such award having been issued, or if a stock award is settled in cash, such expiration, termination or settlement reduces or otherwise offsets the number of shares of common stock available for issuance under the Salesforce Tableau Plan. From and after August 1, 2019, Salesforce has only granted restricted stock units and stock options under the Salesforce Tableau Plan, and these are the only types of equity awards outstanding under the Salesforce Tableau Plan. As of January 31, 2020, 1,047,728 shares of Salesforce common stock remained available for issuance under the Salesforce Tableau Plan.

 

 

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  A LETTER FROM OUR COMPENSATION COMMITTEE  

 

       

 

A LETTER FROM OUR COMPENSATION COMMITTEE

May 1, 2020

Dear Fellow Stockholders,

We would like to thank you for your continued support of Salesforce. As members of the Compensation Committee, we are committed to ensuring that our compensation programs attract, motivate and retain key executives critical to the success of our business and the creation of long-term stockholder value. We remain accountable to this charge during good times and bad.

In recent months, the COVID-19 pandemic has put companies, including Salesforce, to the test. Crisis is bound to reveal the character of a company’s culture, employees, and leadership. In particular, the quality of a company’s leadership could not be more critical to how quickly it can adapt and whether it is ultimately able to emerge stronger than before.

Salesforce has the people, culture and management team that will enable it to survive, thrive, and lead during this time and beyond. The management team has distinguished itself by leading based on the Company’s values: prioritizing the wellness of employees, communicating frequently and transparently, helping customers and communities, and innovating quickly in response to immediate needs. They also remain relentlessly focused on the imperative for digital transformation, which this crisis has spotlighted and which presents a growing opportunity for the Company over the long term. We believe this kind of leadership serves the Company and its stockholders well.

As a Committee, we remain focused on incentivizing and retaining this crucial team, including through our compensation program. We believe that over the years, we’ve created a program that is motivating in a very competitive industry. Our program, even during times of economic downturn or market disruption, helps keep management aligned with the Company’s strategic goals and stockholders’ long-term interests.

Fiscal 2020 Highlights

In fiscal 2020, the Company had outstanding financial results, with revenue up 29% to $17.1 billion, operating cash flow up 27%, and remaining performance obligation1 up by 20% year-over-year. In fiscal 2020, the Company acquired Tableau Software, Inc., its largest acquisition to date, and it continued to grow internationally, expand its industry-specific solutions, and accelerate its partner ecosystem. With Salesforce Customer 360, the Company now offers an integrated platform that unites sales, service, marketing, commerce, integration, analytics and more to give companies a single source of truth about their customers.

Leadership Incentives and Retention

Now, as ever, the Committee seeks to maintain a compensation program that supports Salesforce’s strategic goals. The program reflects our pay-for-performance philosophy and promotes retention of high-performing executives and the creation of long-term stockholder value.

Our primary incentive and retention tool remains our equity compensation program, under which we grant a combination of performance-based restricted stock units (“PRSUs”), stock options and restricted stock units (“RSUs”). PRSUs pay out, if at all, based on our performance over a three-year period relative to the Nasdaq 100. The relative measurement approach ensures a pay-for-performance link in different market environments, balanced by a cap on payout if absolute return is negative.

As for stock options, we continue to believe they play an important role in our compensation program, by aligning compensation with increases in stockholder value. If our stock price does not rise, the executives cannot realize value. In addition, our four-year option vesting schedule and seven-year option term promote executive focus on the long term.

Lastly, we grant RSUs, which are also subject to service-based vesting over four years. RSUs play an important role in promoting stability and retention, particularly during times of market volatility.

We hope this letter provides useful context as you review the details of our executive compensation program in the Compensation Discussion & Analysis below. We hope we can count on your support of our pay program this year. As the world rapidly changes, we continue to believe that our program will motivate and retain our executives, align pay with performance, and lead to stockholder value over the long term.

Thank you for your continued support and investment in Salesforce.

Sincerely,

The Compensation Committee

John V. Roos (Chair)

Craig Conway

Neelie Kroes

Maynard Webb

 

1 

Remaining performance obligation represents future revenues that are under contract but have not yet been recognized, which includes unearned revenue and unbilled amounts.

 

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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. Specifically, it describes how and why the Compensation Committee of the Board (the “Compensation Committee” or “Committee”) arrived at the specific compensation decisions for our NEOs for and during fiscal 2020 (February 1, 2019 – January 31, 2020) and the key factors the 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, as defined under SEC regulations (the “Executive Officers”).

Named Executive Officers

 

For fiscal 2020, our NEOs included our principal executive officers, our principal financial officer and the three next most highly compensated Executive Officers, who were:

 

 

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

 

 

Keith Block, our former Co-CEO (“Former Co-CEO”);

 

 

Mark Hawkins, our President and Chief Financial Officer (“CFO”);

 

 

Parker Harris, our Co-Founder and Chief Technology Officer;

 

 

Srinivas Tallapragada, our President and Chief Engineering Officer; and

 

 

Bret Taylor, our President and Chief Operating Officer (“COO”).

Executive Summary

 

Business Overview and Fiscal 2020 Performance Highlights

Salesforce is a global leader in customer relationship management technology that brings companies and customers together. Founded in 1999, Salesforce enables companies of every size and industry to connect with their customers in new ways through existing and emerging technologies, including cloud, mobile, social, blockchain, voice and artificial intelligence, to transform their businesses.

In fiscal 2020, the Company acquired Tableau Software, Inc., its largest acquisition to date, and it continued to grow internationally, expand its industry-specific solutions, and accelerate its partner ecosystem. With Salesforce Customer 360, the Company now offers an integrated platform that unites sales, service, marketing, commerce, integration, analytics and more to give companies a single source of truth about their customers.

In fiscal 2020, the Company delivered significant growth and strong financial performance, including:

 

 

Revenue.    Fiscal 2020 revenue grew by 29% year-over-year.

 

 

Operating Cash Flow.    Fiscal 2020 operating cash flow grew by 27% year-over-year.

 

 

Remaining Performance Obligation.    Fiscal 2020 remaining performance obligation (representing future revenues that are under contract but have not yet been recognized, which includes unearned revenue and unbilled amounts) grew by 20% year-over-year.

 

 

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(1)

Revenues from fiscal 2017 - 2020 are accounted for under “Accounting Standards Update 2014-09, “Revenue from Contracts with Customers”

 

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  COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)  

 

       

 

Return to Stockholders

We have delivered significant long-term total stockholder return (“TSR”) as evidenced by the chart below, which shows how a $100 investment in Salesforce on January 31, 2015 would have grown to $323 on January 31, 2020. The chart also compares the TSR on an investment in our common stock to the same investment in the S&P 500 Index, the Nasdaq Computer & Data Processing Index and the Nasdaq 100 Index over the last five fiscal years.

 

 

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   1/30/2015      1/31/2016      1/31/2017      1/31/2018      1/31/2019      1/31/2020  

salesforce.com

     $100        $121        $140        $202        $269        $323  

S&P 500 Index

     $100        $  97        $114        $142        $136        $162  

Nasdaq Computer & Data Processing Index

     $100        $105        $129        $183        $179        $257  

Nasdaq 100 Index

     $100        $103        $123        $168        $166        $217  

 

Data for the Standard & Poor’s 500 Index, the Nasdaq Computer & Data Processing Index and the Nasdaq 100 Index assume reinvestment of dividends. The comparisons in the graph above are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

As shown above, the Company has shown consistently strong performance with a stock price that has appreciated substantially over the past five years. For example, our closing stock price on January 30, 2015 was $56.45, and our closing stock price on January 31, 2020 was $182.31, approximately 3x the January 2015 stock price.

 

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Highlights of Our Executive Compensation Program for our Named Executive Officers

 

   

FY2016

 

  

   Introduced PRSUs for Mr. Benioff to further align his compensation with stockholder returns.

 

FY2017   

   Reduced Mr. Benioff’s total compensation to respond to stockholder feedback.

 

   Expanded our use of PRSUs to all Executive Officer direct reports of the CEO to further align pay with performance.

 

FY2018   

   Granted no annual equity awards due to a change in the timing of our grant cycle (November to March), to allow the Compensation Committee to evaluate Company and individual performance for the prior full fiscal year when making annual equity award decisions.

 

FY2019   

   Equity awards granted in FY2019 reflected a 1.33 year equity cycle due to the change in our grant timing in FY2018.

 

   Mr. Block was appointed Co-CEO (August 2018) and his salary and annual bonus target were increased to reflect his increased responsibilities.

 

FY2020   

   Expanded our use of PRSUs further to all Executive Vice Presidents and above.

 

   Mr. Taylor promoted to President and Chief Operating Officer.

 

   Mr. Tallapragada promoted to President and Chief Engineering Officer.

 

FY2021   

   Mr. Benioff resumed role as sole CEO upon Mr. Block’s resignation.

 

   Annual equity grants to eligible employees, including our NEOs, delayed from March to April in light of COVID-19 market disruption.

Fiscal 2020 Compensation Program—Highlights

Highlights of our fiscal 2020 compensation program for the Named Executive Officers and other Executive Officers were:

 

 

Maintained Marc Benioff Target Total Cash Compensation at Fiscal 2016 Level.    For the fifth year in a row, the Compensation Committee maintained Mr. Benioff’s base salary and target bonus at fiscal 2016 levels.

 

 

Continued Use of PRSUs.    In fiscal 2020, the Compensation Committee continued the use of PRSUs for all Executive Vice Presidents and above, with our NEOs receiving at least 25% of their total target value of equity awards in the form of PRSUs (and 60% for Mr. Benioff and Mr. Block), with target payout requiring 60th percentile relative TSR performance.

 

 

Continued Leadership Development.    In December 2019, we promoted Mr. Taylor to President and Chief Operating Officer and Mr. Tallapragada to President and Chief Engineering Officer. Neither received compensation increases in connection with their promotions.

Keith Block Transition

 

In February 2020, Mr. Block, who had served as our Co-CEO since August 2018 and as an officer and member of our Board since 2013, resigned from his Co-CEO position and from the Board. Following his resignation, Mr. Block continued his service as advisor to the CEO, Marc Benioff, and, subject to the terms of his transition agreement with the Company, may continue in this role through February 25, 2021. For details on the terms of Mr. Block’s transition agreement (the “Block Transition Agreement”), please see “Employment Contracts and Certain Transactions” on page 55. Following Mr. Block’s resignation, Mr. Benioff serves as our sole CEO and continues to serve as Chair of the Board.

Stockholder Outreach, Board Responsiveness, Program Evolution

 

Our Board and Compensation Committee value our stockholders’ views on our executive compensation program, as communicated to us via our stockholder engagement program and through our stockholders’ voting decisions. We take seriously, and believe it is important to respond to, stockholder input on our executive compensation programs. Our Compensation Committee has put considerable thought and care into evolving our executive compensation program over the last few years. We conduct extensive ongoing outreach with our stockholders. Since our 2019 annual meeting, we have met directly (in person or via telephone) with stockholders who own over half of our stock on compensation, governance, financial, strategic and other matters. The stockholder perspectives that we receive, through direct engagement as well as through voting decisions, provide valuable insight and have continued to help influence our program.

 

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For example, over the past five fiscal years we have:

 

 

Continued to maintain rigorous performance goals each year for our cash incentive plan applicable to our Executive Officers, including performance targets that exceeded our publicly announced financial guidance;

 

 

Increased share ownership requirements for the Board and Executive Officers in fiscal 2016;

 

 

Changed the timing of our annual equity award cycle to better align with the Company’s fiscal year, so that the Compensation Committee can evaluate recent full fiscal year Company and individual performance when making annual equity grant decisions; and

 

 

Continued to align pay with performance by implementing and expanding our use of performance-based restricted stock units (“PRSUs”) that require above-median TSR performance (60th percentile) to achieve target payout.

The changes that we have made over the past five years have been responsive to feedback received from our stockholders. We believe these changes have advanced our compensation practices and governance in a manner that both benefits stockholders and continues to align with our strategy and pay philosophy.

Compensation Philosophy and Practices

 

Compensation Philosophy, Objectives and Challenges

 

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 extremely competitive environment and to strongly align the interests of our Executive Officers with those of our stockholders for the long term. 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 revenue, operating cash flow and non-GAAP income from operations. Our Executive Officer compensation program is aligned with our overall business strategy, with a focus on driving growth and long-term value for our stockholders.

Our Executive Officer compensation program, including the program for our NEOs, is structured to use a mix of base salary, annual performance-based cash incentive awards and long-term equity awards to incentivize and reward those individuals who make the greatest contributions to our performance and creation of stockholder value over time. The majority of our Executive Officer compensation is variable, with the largest portion in the form of long-term equity awards. Some elements of Executive Officer compensation, such as stock options and restricted stock units (“RSUs”), are extended to some employees beyond the Executive Officer group. Similarly, as a result of competitive demands and the nature of various roles, certain types of compensation may be offered to other employees that are not offered to Executive Officers.

Challenges.    We operate in a highly competitive market and industry, and the competition for executive talent continues to intensify. The challenges we face in hiring and retaining Executive Officers are due to a number of factors, including:

 

  Highly Competitive Cloud Computing Industry — We are a pioneer in the innovative and highly competitive enterprise cloud computing market. We are, however, an established, large public company, and some prospective Executive Officers may believe there is less opportunity to realize significant appreciation through equity compensation at an established public company of our size as compared with a privately held start-up or early stage public company. Further,
   

some of our competitors are much larger than we are and may be able to offer higher compensation.

 

  Fiercely Competitive Employee Retention Environment In the technology industry, there is substantial and continuous competition for executives with the experience and aptitude to motivate and lead engineers and others in designing, developing and managing software and Internet-related services, as well as qualified sales and operations personnel familiar with the technology industry. We are headquartered in the San Francisco Bay Area, where competition for top talent is particularly fierce. Further, our success has made our employees, including 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.

 

  High Growth — We are a high-growth company that continues to experience rapid changes to our technology, personnel and business tactics. We have experienced rapid growth in the geographic breadth and technical scope of our operations, along with the number of personnel we employ. Not all individuals desire or are suited to manage in such an environment, making the services of our current Executive Officers more valuable and in some cases hindering our efforts to recruit new Executive Officers.

 

  Executive Officer Background — We seek to recruit and retain experienced Executive Officers with specific skills in key functional areas who have worked in a high-growth environment 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 competitive with those companies with whom we

 

 

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compete for talent and to strengthen our ability to attract and retain the caliber of employees we need to sustain our industry-leading success.

 

 

Compensation and 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    What We Don’t Do

  Actively engage in year-round dialogue with our stockholders and incorporate feedback into our Executive Officer compensation programs

  

  No pension plans or Supplemental Executive Retirement Plans

  Significant portion of compensation for Executive Officers is at risk, based on both the Company’s absolute performance and performance relative to the broader market

  

  No stock option repricing without stockholder consent

  Provide Executive Officer compensation mix that more heavily weights variable pay

  

  No hedging or pledging of our securities

  PRSUs granted to all Executive Vice Presidents and above, including our Executive Officers

  

  No excise tax gross-ups upon a change of control

  Rigorous goal-setting, including PRSUs that require above-median (60th percentile) relative performance to earn target payout

    

 

  Stringent stock ownership requirements apply to all Executive Officers and directors

    

 

  Annual advisory vote on NEO compensation

    

 

  Regular reviews of Executive Officer compensation and peer group data

    

 

  Compensation clawback policy applies to performance-based cash and equity programs

    

 

  An independent compensation consultant advises the Compensation Committee

    

 

  Double-trigger cash, option and RSU change of control benefits

    

 

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

    

 

 

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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 Gratitude Bonus Plan, and we award equity compensation in the form of stock options, RSUs and PRSUs. To a lesser extent we also provide certain other benefits, generally consistent with what we provide to other employees, as described further below. We believe that each of these compensation elements is necessary to attract and retain individuals in a very competitive market for executive talent.

A description of our key pay elements, the applicable performance measures and the rationale for each element is set forth in the following table:

 

 

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Base Salaries

We believe we must offer competitive base salaries to attract, motivate and retain all employees, including our Executive Officers. The Compensation Committee has generally set the base salaries for our Executive Officers, including the NEOs other than our CEO and Former Co-CEO, based on three primary factors:

 

  a comparison to the base salaries paid by the companies in our compensation peer group;

 

  the overall compensation that each Executive Officer may potentially receive during his or her employment with us; and

 

  internal parity considerations with respect to the base salaries of other Executive Officers who are comparably situated in terms of reporting structure and level of responsibility.

In late fiscal 2019, the Compensation Committee conducted a review of our Executive Officer compensation program for purposes of informing its decisions regarding the base salaries and bonus opportunities for our Executive Officers for fiscal 2020.

These decisions took into account the above factors as well as overall Company and individual performance and the roles and responsibilities of each of our Executive Officers. At the beginning of fiscal 2020, the Compensation Committee approved fiscal 2020 base salaries and bonus opportunities for the Executive Officers (including the NEOs). Mr. Hawkins was the only NEO to receive an increase in base salary for fiscal 2020 after considering his performance, the increased complexity of his position, market data and peer practices.

The below table reflects the base salary for each NEO for fiscal 2020:

 

  Named Executive Officer   

Fiscal 2020

Base Salary

    

Change from

Fiscal 2019

 

Mr. Benioff

   $ 1,550,000        No change

Mr. Block

   $ 1,435,000        No change

Mr. Hawkins

   $ 1,000,000        11% increase

Mr. Harris

   $ 1,000,000        No change

Mr. Tallapragada

   $ 900,000        No change

Mr. Taylor

   $ 900,000        No change  
 

 

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Performance-Based Cash Bonuses

We provide annual performance-based cash incentive awards linked to achievement against certain corporate performance goals under our broad-based Gratitude Bonus Plan, which was formerly known as the Kokua Bonus Plan. The Compensation Committee believes that this plan’s annual performance metrics contribute to driving long-term stockholder value, play an important role in influencing Executive Officer performance and help attract, motivate and retain our Executive Officers and other employees.

Under the Gratitude Bonus Plan, the Compensation Committee establishes two bonus pool targets: one for our Executive Officers, including the NEOs, and a second for employees who are not Executive Officers. Each pool may be funded based on achievement of certain Company performance goals pre-established by the Committee for each of the groups. Funding of the pool applicable to Executive Officers is capped at 100%, unless otherwise determined by the Compensation Committee. The performance goals applicable to Executive Officers in fiscal 2020 are discussed in more detail below.

Typically, after the first half of the fiscal year, we pay 25% of the full target bonus amount, and after the end of the fiscal year, we pay the remaining amount. The remaining amount is determined based on the level of achievement against the applicable Company performance goals, and may also take into account individual performance.

The Compensation Committee administers the Gratitude Bonus Plan with respect to our Executive Officers and determines the amounts of any awards under this plan to our Executive Officers. Once the pool is funded, individual bonus amounts are determined by the Compensation Committee for each of our Executive Officers. Individual bonus amounts are capped at 125% of the individual’s target payout opportunity. The Committee may increase or decrease awards under this plan in its discretion based on factors the Committee deems appropriate, including an assessment of individual performance and input from our CEO. Historically, the Compensation Committee has determined not to pay more than 100% of the target bonus to any of our Executive Officers.

Fiscal 2020 Target Cash Bonus Opportunity

To establish our Executive Officers’ individual target cash bonus opportunities, which are expressed as a percentage of base

salary, the Compensation Committee considers competitive pay data, input from its compensation consultant, and the level, position, objectives and scope of responsibilities of each Executive Officer, as well as considerations of internal parity among similarly situated Company Executive Officers.

At the beginning of fiscal 2020, based on its review of our executive compensation program, peer company data, and the other factors described above, the Compensation Committee approved NEO target annual cash bonus opportunities for fiscal 2020. The below table reflects the target bonus opportunity for each NEO for fiscal 2020:

 

  Named Executive

  Officer

  

Fiscal

2020 Target

Cash Bonus
Percentage*

    

Change in
Target Cash
Bonus
Percentage
from

Fiscal 2019

    

Fiscal

2020 Target
Cash Bonus
Opportunity

 

Mr. Benioff

     200%        No change      $ 3,100,000  

Mr. Block

     200%        No change      $ 2,870,000  

Mr. Hawkins

     100%        No change      $ 1,000,000  

Mr. Harris

     100%        No change      $ 1,000,000  

Mr. Tallapragada

     100%        No change      $ 900,000  

Mr. Taylor

     100%        No change      $ 900,000  

 

*

As a percentage of base salary.

Fiscal 2020 Cash Bonus Pool Payout Metrics, Performance and Fiscal 2020 Payouts

For fiscal 2020, the amount of the bonus pool for Executive Officers was based on our performance during the fiscal year compared to pre-established target levels for three equally weighted measures. The Compensation Committee believes that these measures and this weighting are appropriate to incentivize achievement of certain annual corporate performance goals that further our strategy and that are used by investors to evaluate our financial performance.

The Compensation Committee believes that targets for the cash pool should be rigorous and challenging and therefore for fiscal 2020 it again set the targets at levels exceeding the financial guidance the Company publicly announced at the beginning of the fiscal year. Additionally, as shown below, the fiscal 2020 targets were significantly higher than the fiscal 2019 targets.

 

 

 

Annual Bonus Performance Metric Targets

(all amounts in millions)

 

 
 

 

  Fiscal 2019     Fiscal 2020  
  Guidance     Target     Actual(4)     Achievement     Guidance     Target     Actual(4)     Achievement  

Revenue

  $ 12,660 - $12,710(1)     $ 12,846     $ 12,851       Exceeded     $ 15,950 - $16,050(3)     $ 16,057     $ 16,181       Exceeded  
 

Operating Cash Flow

  $ 3,286 - $3,313(2)     $ 3,375     $ 3,548       Exceeded     $ 4,078 - $4,112(3)     $ 4,198     $ 4,289       Exceeded  
 

Non-GAAP Income from Operations

    N/A     $ 2,265     $ 2,297       Exceeded       N/A     $ 2,980     $ 3,064       Exceeded  

 

(1)

Guidance as published on April 2, 2018, after the Company adopted new accounting standards ASC 606, ASC 340-40 and ASU 2016-01.

(2)

Guidance as published at the beginning of fiscal 2019 on February 28, 2018.

(3)

Guidance as published at the beginning of fiscal 2020 on March 4, 2019.

(4)

Results based on adjustments applicable to the Gratitude Bonus Plan, as described in more detail below.

 

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For purposes of the Gratitude 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. “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 and amortization of acquisition-related intangible assets), as adjusted to exclude certain acquisitions and not including the impact of amounts payable under the Gratitude Bonus Plan.

In fiscal 2019 the Company adopted two new accounting standards that impacted the revenue and non-GAAP income from operations performance targets. The targets stated above for fiscal 2019 and fiscal 2020 incorporate the effects of these accounting changes.

The Compensation Committee believes that basing the Executive Officer bonus pool under the Gratitude Bonus Plan on these measures aligns Executive Officer incentives with stockholder interests in accordance with our compensation philosophy.

The Compensation Committee has the discretion to increase or decrease the bonus amounts actually paid to individual Executive Officers but did not exercise such discretion for fiscal 2020 awards, although the Company’s performance for fiscal 2020 exceeded the target for all three measures. Instead, the Compensation Committee continued to cap funding of the Executive Officer bonus pool and set the amounts payable to each individual NEO with respect to fiscal 2020 at 100% of the target opportunity.

Accordingly, the cash bonuses paid to the NEOs for fiscal 2020 under the Gratitude Bonus Plan were:

 

  Named Executive Officer    Fiscal 2020 Bonus Payment  

Mr. Benioff

     $3,100,000  

Mr. Block(1)

     $2,870,000  

Mr. Hawkins

     $1,000,000  

Mr. Harris

     $1,000,000  

Mr. Tallapragada

     $   900,000  

Mr. Taylor

     $   900,000  

 

(1)

Mr. Block resigned as Co-CEO of the Company on February 24, 2020. Per the terms of the Block Transition Agreement, he received 100% of his fiscal year 2020 Gratitude bonus calculable based on actual performance and payable in the ordinary course. As noted above, all NEOs earned 100% of the target bonus opportunity.

Equity Compensation

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 Executive Officers. Further, the Compensation Committee considers peer company data and competitive positioning analyses,

each Executive Officer’s individual performance, as described below, as well as stockholder input.

As discussed in prior proxy statements, in fiscal 2018 our Compensation Committee decided to shift the timing of our annual equity award cycle from November to March to align with other year-end performance evaluations when making annual equity award decisions. As a result of this shift in timing, our NEOs did not receive any equity grants in fiscal 2018. As a result, and as we reported in prior proxy statements, the equity awards granted in March 2018 compensated our executives for, and reflected strong performance over, a 16-month period. In determining the fiscal 2019 equity award amounts, the Compensation Committee took into account this delay in the equity grant cycle as well as outstanding Company and individual performance during fiscal 2018.

Performance-Based Restricted Stock Units (PRSUs)

We grant equity awards subject to pre-established performance-based vesting conditions. We initially granted PRSUs to Mr. Benioff in fiscal 2016 and, in fiscal 2017, the Compensation Committee expanded the use of PRSUs to all of our Executive Officers who reported directly to the CEO at that time. In fiscal 2019, the Compensation Committee further expanded the use of PRSUs in our annual equity award program more broadly to all executive vice presidents and above.

The PRSUs that we have granted to date contain the following key terms:

 

  A single, three-year performance period

 

  Require employment through the 15th day of the month following the end of the performance period

 

  The performance metric is three-year relative TSR compared to the Nasdaq 100 Index group of companies as of the grant date

 

  No payout above target if TSR is negative on an absolute basis

 

  Target payout requires 60th percentile TSR performance

 

  No payout if performance is below the 30th TSR percentile

 

  A maximum payout capped at 2x target

 

  Each percentile of TSR performance below target reduces payout by 3.3333%, whereas performance above target increases payout by only 2.5641%

In developing the performance conditions, performance period, comparison group, payout scale and other terms of the PRSUs, the Compensation Committee undertook significant deliberation, considering input received from stockholders, market data and the advice of its compensation consultant. The Compensation Committee also considered that the annual cash incentive plan already incentivizes performance on three key Company-specific financial measures, and the importance of emphasizing holistic Company performance, as opposed to an isolated metric; the importance of setting a sufficiently difficult target for maximum payout; the benefit of a large and objectively determined performance comparator group; and the overarching goal of an

 

 

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incentive clearly and directly aligned with stockholder interests. The chart and table below illustrate the potential PRSU payouts based on relative TSR percentile performance.

 

 

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  Percentile Rank   

Payout if Absolute

TSR Positive

    

Payout if Absolute

TSR Negative (1)

 

99th

     200%      100%

90th

     177%      100%

80th

     151%      100%

70th

     126%      100%

60th

     100%      100%

50th

     67%      67%

40th

     33%      33%

30th

     0%      0%

 

(1)

Potential payout is capped at 100% of target if our absolute TSR is negative.

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” beginning on page 56.

 

Historic PRSU Award Cycles and Performance

 

 

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     Beginning of
Performance
Period CRM
Stock Price
     End of
Performance

Period CRM
Stock Price
    

CRM TSR (1)

   rTSR (2)    % of Target
PRSUs Earned

Fiscal 2016 Grants

   $ 74.08      $ 145.48      96.37%    78th percentile    146%

Fiscal 2017 Grants

   $ 74.20      $ 153.50      106.89%    82nd Percentile    156%

Fiscal 2019 Grants

   $ 113.72        TBD     

TBD: 47.51%

As of January 31, 2020

   TBD: 81st Percentile

As of January 31,
2020

   TBD: 154%

As of January 31,
2020

Fiscal 2020 Grants

   $ 152.72        TBD     

TBD: 9.84%

As of January 31, 2020

   TBD: 28th Percentile

As of January 31,
2020

   TBD: 0%

As of January 31,
2020

 

  (1)

TSR is calculated by comparing the Company’s average closing share price over the 90 calendar days before commencement of the performance period and Company’s average closing share price over the 90 calendar days before the end of the performance period.

 
  (2)

rTSR is the Company’s relative TSR, i.e., its TSR measured against the TSRs of the constituents of the NASDAQ 100 as of the beginning of the performance period.

 

 

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2016-2019 PRSU Payout

As reflected in the chart above, PRSUs granted in fiscal 2017 vested and were paid out on December 15, 2019. Messrs. Benioff, Block, Harris and Hawkins received awards of PRSUs in fiscal 2017. The applicable performance period ended on November 22, 2019 and the Company’s TSR was at the 82nd percentile of the applicable peer group. As a result, 156% of the target PRSUs granted to Messrs. Benioff, Block, Harris and Hawkins vested on December 15, 2019.

 

  Named Executive
  Officer (1)
   Target
PRSU
Shares
Granted in
Fiscal 2017
     Earned
PRSU
Shares
Paid in
Fiscal 2020
     Actual Award
Value at
$161.13 per
share (2)
 

Mr. Benioff

     56,531        88,188      $ 14,209,732  

Mr. Block

     33,082        51,607      $ 8,315,436  

Mr. Hawkins

     19,850        30,966      $ 4,989,552  

Mr. Harris

     26,466        41,286      $ 6,652,413  

 

(1)

Mr. Tallapragada and Mr. Taylor were not Executive Officers of the Company in fiscal 2017 and as a result, did not receive PRSU grants in fiscal 2017.

(2)

PRSUs granted in fiscal 2017 vested and were paid out in shares on December 15, 2019, subject to each executive’s continued employment through such date.

Stock Options

We grant stock options to our Executive Officers and other employees to align their interests with those of our stockholders

and as an incentive to remain with us. 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, they provide a strong incentive to our Executive Officers and other employees to increase stockholder value. Further, because these options typically vest over a four-year period, they incentivize our Executive Officers and other employees to build value that can be sustained over time. Therefore, the Compensation Committee believes that options to purchase shares of our common stock, with an exercise price equal to the market price of our common stock on the date of grant, are inherently performance-based and are a very effective tool to motivate our Executive Officers and other employees to build stockholder value and reinforce our position as a growth company.

Restricted Stock Units (RSUs)

We also grant RSUs to our Executive Officers and other employees. RSUs align the interests of our Executive Officers and other employees 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 also result in our granting fewer shares of common stock than through 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 Executive Officers and other employees to build value that can be sustained over time.

 

 

Fiscal 2020 Equity Award Decisions

In March of 2019, the Compensation Committee granted fiscal 2020 equity awards in the form of stock options, RSUs, and PRSUs to the NEOs as shown below with vesting and other terms as described above. In determining the amounts of these fiscal 2020 equity awards, the Compensation Committee took into account the outstanding performance of the Company and the NEOs during fiscal 2019. Each of our NEOs other than Mr. Benioff and Mr. Block received 25% of their fiscal 2020 equity award value in RSUs, 25% of their equity award value in PRSUs, and 50% of their equity award value in stock options. Mr. Benioff and Mr. Block, our Co-CEOs when the fiscal 2020 equity awards were granted, did not receive any RSUs. Instead they received 40% of their fiscal 2020 equity award value in stock options and 60% of their fiscal 2020 equity award value in PRSUs, both of which the Compensation Committee considers to be performance-based.

 

  Named Executive Officer   

FY20

Stock
Options
($) (1)

    

FY20

Stock
Options
(#)

    

FY20

RSUs

($) (1)

    

FY20

RSUs
(#)

    

FY20

PRSUs

($) (1)

    

FY20

PRSUs

(#)

 

Mr. Benioff

   $ 8,000,000        195,872        —          —        $ 12,000,012        74,391  

Mr. Block

   $ 6,000,000        146,904        —          —        $ 9,000,130        55,794  

Mr. Hawkins

   $ 5,000,000        122,420      $ 2,500,020        15,480      $ 2,500,144        15,499  

Mr. Harris

   $ 5,500,000        134,662      $ 2,750,022        17,028      $ 2,750,013        17,048  

Mr. Tallapragada

   $ 5,000,000        122,420      $ 2,500,020        15,480      $ 2,500,144        15,499  

Mr. Taylor

   $ 5,000,000        122,420      $ 2,500,020        15,480      $ 2,500,144        15,499  

 

(1)

Dollar values reported reflect the aggregate grant date fair value of options, RSUs and PRSUs granted to the executives. For further information on how these grant date fair values are calculated please see footnotes 2 and 3 to the Summary Compensation Table on page 49.

 

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  COMPENSATION DISCUSSION AND ANALYSIS (CONTINUED)  

 

 

Mr. Benioff’s Security Program

We have provided a security program for Mr. Benioff since fiscal 2012 and continued to do so in fiscal 2020. The Compensation Committee believes that amounts paid by the Company for this security program have been reasonable, necessary and for the Company’s benefit.

In fiscal 2018, the Compensation Committee limited the Company-paid portion of Mr. Benioff’s security program to cover only security services provided at business facilities and during business-related travel. As a result, no amounts are reported as compensation for personal security for Mr. Benioff for fiscal 2018 in the Summary Compensation Table.

After seeking specific feedback from our major institutional investors on this topic, our Compensation Committee concluded that, beginning in fiscal 2019, resuming sponsorship of a comprehensive personal security program for Mr. Benioff was the right approach for his safety and in the best interests of the Company and its stockholders. Our stockholders agreed that, in certain circumstances, personal security services can be a necessary component of an overall executive compensation program, and that any such program should align with the executive’s security profile.

Factors contributing to an executive’s security profile can 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, as well as trends in the overall security climate, and after discussing this topic with the full Board, the Compensation Committee concluded that resuming sponsorship of a comprehensive personal security program for Mr. Benioff was the right approach for his safety and for the Company and its stockholders. The Compensation Committee periodically reviews the nature and cost of this program in relation to Mr. Benioff’s security profile. Because certain security services provided for

Mr. Benioff may be viewed as conveying a personal benefit to him, we have reported the incremental costs to us of those services in the “All Other Compensation” column in the Summary Compensation Table.

Benefits

Like other employees, our Executive Officers, including the NEOs, 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 the NEOs, with additional retirement benefits, pensions, perquisites or other personal benefits, except Mr. Benioff’s security program as described above. We also occasionally provide certain 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, typically on the same terms we would provide such benefits for other employees. For example, we covered employee and guest costs associated with attending certain motivational and leadership Company events in fiscal 2020, as well as the associated taxes, for NEOs consistent with how we treated this benefit for all other employees who attended these events.

In addition, in recognition of Mr. Hawkins’ and Mr. Taylor’s leadership in fiscal 2020, the Compensation Committee approved a special one-time recognition bonus to each of them in the form of a watch. All associated taxes were paid by the Company (see footnotes 6 and 10 to Summary Compensation Table for details). The Committee is sensitive to potential over-reliance on such one-off benefits.

Retention and Spot Bonuses

On occasion, the Company awards cash retention bonuses to high-performing employees believed to be at a risk of departure and spot-bonus cash awards to recognize extraordinary efforts. None of our Executive Officers received these types of awards in fiscal 2020.

 

 

Compensation-Setting Process

 

Role of the Compensation Committee, Tally Sheets and Competitive Data

 

The Compensation Committee oversees and administers our Executive Officer compensation program in accordance with its Charter, which can be viewed in the Corporate Governance section of our Investor Relations website at http://investor.salesforce.com/corporate-governance. The Committee’s role includes oversight of our equity and incentive-based plans.

The Compensation Committee meets regularly throughout the year, and it met 18 times in fiscal 2020. At least annually, it reviews the Executive Officer compensation program overall, and establishes base salaries, target annual cash bonus opportunities and equity grants (if any) for the fiscal year.

In setting these elements of compensation, the Compensation Committee reviews the total target compensation for our

Executive Officers and also considers developments in compensation practices outside of the Company. Specifically, the Compensation Committee is provided with competitive positioning data for similarly situated Executive Officers at companies in our peer group, as well as summary consolidated information about our Executive Officers’ total compensation and pay history (commonly called “tally sheets”) to use in setting individual compensation elements and making decisions on total Executive Officer compensation levels.

Peer 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,

 

 

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the amount of each compensation element and total target compensation. The Compensation Committee does not set or target the compensation of our Executive Officers at specific levels or within specified percentile ranges relative to peer company pay levels. Depending upon Company and individual performance, as well as the various other factors discussed in this Compensation Discussion and Analysis, target and actual total direct compensation of our Executive Officers, as well as individual compensation elements, may be within, below or above the market range for their positions.

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 2020. The compensation consultant provides the Compensation Committee and the Board 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 Board and Governance Committee with data and advice regarding the Board’s compensation program.

Representatives of the compensation consultant attend meetings of the Compensation Committee and Governance Committee, as requested, and also communicate with the Compensation Committee and Governance Committee outside of meetings. The compensation consultant reports to the Compensation Committee and 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 2020, the compensation consultant met with various Executive Officers to collect data and obtain management’s perspective on the fiscal 2020 compensation for our Executive Officers. The Compensation Committee may replace its compensation consultant or hire additional advisors at any time.

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 Committee’s review in connection with Executive Officer compensation decisions.

The compensation consultant regularly analyzes our group of peer companies based on similarity to us 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 2020 Peer Group (the “2020 Peer Group”) selected by the Compensation Committee after considering the input of the compensation consultant was:

 

     

Activision Blizzard, Inc.

 

 

   Microsoft Corporation
   

Adobe Systems, Inc.

 

 

   Netflix, Inc.
   

Amazon.com, Inc.

 

 

   NortonLifeLock Inc.
   

Apple, Inc.

 

 

   Oracle Corporation
   

Booking Holdings, Inc.

 

 

   Paypal Holdings, Inc.
   

eBay Inc.

 

 

   SAP
   

Electronic Arts Inc.

 

 

   Twitter, Inc.
   

Facebook, Inc.

 

 

   VMware, Inc.
   

IBM

 

 

   Workday, Inc.
   

Intuit, Inc.

   

 

    

 

In addition, as part of its Executive Officer compensation planning process, the Compensation Committee reviewed aggregated survey data, which provided additional context regarding executive compensation practices in the marketplace, drawn from a Radford Custom Compensation Survey. The Compensation Committee also from time to time reviews compensation data from certain other companies in the market for the executive talent for whom we compete.

Role of Executive Officers

Our CEO and Former Co-CEO provided input to the Compensation Committee with respect to the compensation of Executive Officers who reported directly to each of them, including the other NEOs, and reviewed their fiscal 2020 performance with the Compensation Committee. The Compensation Committee took our CEO’s and Former Co-CEO’s input into consideration when determining and approving Executive Officer compensation, including for the NEOs (other than the CEO and Former Co-CEO).

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, and attending Compensation Committee meetings as requested.

Role of Stockholder Input

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 as well as specific input provided by stockholders through our year-round engagement activities. Stockholder support for our fiscal 2019 NEO compensation program was very strong, and did not result in our making any fundamental changes to our executive compensation program.

 

 

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Summary Information Regarding Fiscal 2021 Compensation Decisions

 

Below is summary information regarding Compensation Committee decisions about fiscal 2021 NEO compensation. Our Proxy Statement for the 2021 Annual Meeting will provide additional detail on fiscal 2021 compensation matters.

In March 2020, the Compensation Committee set fiscal 2021 base salaries and target bonus opportunities, expressed as a percentage of base salary, for the NEOs as follows:

 

  Named

  Executive

  Officer

 

Fiscal

2021

Base

Salary

   

Change in
Base

Salary
from
Fiscal

2020

   

Fiscal 2021
Target Cash

Bonus
Percentage*

    Change in
Target Cash
Bonus
Percentage
from Fiscal
2020
 

Mr. Benioff

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

Mr. Hawkins

  $ 1,000,000       No Change       100%       No Change  

Mr. Harris

  $ 1,000,000       No Change       100%       No Change  

Mr. Tallapragada

  $ 950,000       6%       100%       No Change  

Mr. Taylor

  $ 1,000,000       11%       100%       No Change  

 

*

As a percentage of base salary.

Additionally, in April 2020, the Compensation Committee granted equity awards in the form of stock options, RSUs, and PRSUs to the NEOs with a grant date fair value as shown below, with vesting and other terms as described under “Equity Compensation” on page 40 above.

 

  Named

  Executive

  Officer

 

FY21

Stock
Options

   

FY21

RSUs

   

FY21

PRSUs

 

Mr. Benioff

  $ 8,000,038       —     $ 12,000,089  

Mr. Block

    —         —         —    

Mr. Hawkins

  $ 5,000,007     $ 2,500,151     $ 2,500,111  

Mr. Harris

  $ 5,500,012     $ 2,750,012     $ 2,750,136  

Mr. Tallapragada

  $ 5,500,012     $ 2,750,012     $ 2,750,136  

Mr. Taylor

  $ 6,000,017     $ 3,000,027     $ 3,000,022  

Generally, our Executive Officers, including our NEOs, receive annual equity grants in March of each year, along with other eligible employees. However, in March 2020, the Compensation Committee delayed all equity grants, including annual grants, originally intended to be granted in March 2020 in consideration of severe market disruption and volatility related to the COVID-19 pandemic.

In April 2020, taking into account the outstanding performance of the Company and the NEOs during fiscal 2020, and after reviewing market considerations, the Compensation Committee approved the above annual equity grants. With respect to the equity awards for Mr. Benioff, the Committee granted stock options and PRSUs only, which the Committee considers entirely performance-based. The Committee intends these awards to accomplish the dual goals of retaining Mr. Benioff for multiple years and motivating him to deliver near- and long-term growth and stockholder value.

Additionally, as noted above, in February 2020, Mr. Block resigned from his position as Co-CEO and from the Board. For further information on Mr. Block’s resignation and the Block Transition Agreement, please see “Employment Contracts and Certain Transactions” on page 55.

 

 

Other Compensation Policies

 

Stock Ownership Guidelines

 

We maintain a stock ownership policy for our Executive Officers, including our NEOs, as set forth in our Corporate Governance Guidelines (the “Guidelines”). The Guidelines provide that our CEO must attain ownership of, by no later than March 14, 2018 or the fifth anniversary of his or her appointment as CEO, and maintain ownership throughout his or her tenure of a number of shares of our common stock equal to the lesser of 112,000 shares or the number of shares equivalent in value to four times his or her annual salary. With ownership of over 31 million shares, Mr. Benioff significantly exceeds his ownership requirement under these guidelines. Mr. Block was also in compliance with the stock ownership policy as of January 31, 2020.

The Guidelines also provide that each other Executive Officer must attain ownership, by no later than the later of March 14, 2018 or the fifth anniversary from the date he or she becomes an

Executive Officer, and maintain ownership throughout his or her tenure as an Executive Officer of a number of shares equivalent in value to 1.5x his or her annual salary. Each of the NEOs is in compliance with the stock ownership policy.

We also maintain a stock ownership policy for our non-employee directors, as described earlier in “Directors and Corporate Governance—Compensation of Directors” and as set forth in our Guidelines.

Performance-Based Compensation Recoupment “Clawback” Policy

The Guidelines include a clawback provision, which provides that if we restate our reported financial results, the Board will review the performance-based awards made to our Executive Officers. If

 

 

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and to the extent required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, other clawback provisions of applicable law, or NYSE Listing Standards, we will seek to recover or cancel any such awards that were granted, vested or earned as a result of achieving performance targets that would not have been met under the restated financial results. We will also continue to monitor rule-making actions of the SEC and the NYSE related to clawback policies. In addition, if we are required as a result of misconduct to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws, our CEOs and CFO may be legally required to reimburse us for any bonus or other incentive- based or equity-based compensation they receive pursuant to the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

Prohibition on Hedging and Pledging Transactions

Our insider trading policy prohibits any employee (including our Executive Officers) or director from, among other things, engaging

in short sales, hedging of stock ownership positions, and transactions involving derivative securities relating to our common stock (other than stock options and other awards granted pursuant to the Company’s equity plans). Executive Officers and directors also are not permitted to pledge our securities.

Equity Award Grant Practices

The majority of our equity awards are granted on an annual basis, typically in March. New hire and ad hoc awards are generally granted monthly throughout the fiscal year, typically on the 22nd day of the month. In fiscal 2021, the Compensation Committee delayed annual and other equity award grants originally scheduled for March 2020 to April 2020, in light of severe market disruption resulting from the COVID-19 pandemic.

 

 

Post-Employment Compensation

 

We recognize that it is possible that we may be involved in a transaction involving a change of control of the Company, and that this possibility could result in the departure or distraction of our Executive Officers to the detriment of our business. The Compensation Committee and the Board believe that the prospect of such a change of control transaction would likely result in our Executive Officers facing uncertainties about their future employment and distractions resulting from concern over how the potential transaction might affect them.

To allow our Executive Officers to focus solely on making decisions that are in the best interests of our stockholders in the event of a possible, threatened, or pending change of control transaction, and to encourage them to remain with us despite the possibility that a change of control might affect them adversely, we have entered into Change of Control and Retention Agreements with each of our Executive Officers, including our NEOs, that provide them with certain payments and benefits in the event of the termination of their employment within the three-month period prior to, or the 18-month period following, a change of control of the Company (referred to as the “change of control period”). Severance payments and benefits under these agreements are conditioned on the NEOs’ signing a release of claims in favor of the Company. The Compensation Committee and the Board believe that these “double-trigger” agreements serve as an important retention tool to ensure that personal uncertainties do not dilute our NEO’s complete focus on building stockholder value. Mr. Block entered into a transition agreement with us when he resigned as Co-CEO. Pursuant to the Block Transition Agreement, he is no longer entitled to any payments or benefits under his Change in Control and Retention Agreement. For further details on the Block Transition Agreement please see “Employment Contracts and Certain Transactions” on page 55.

These agreements provide each of the NEOs (other than Mr. Benioff as described below, and Mr. Block, who is no longer entitled to any payments or benefits under this agreement as

described above) who has a qualifying termination of employment during the change of control period with a payment equal to 150% of his annual base salary and target cash bonus, Company-paid premiums for health care (medical, dental and vision) continuation coverage for a period of up to 18 months following termination of employment, and the full and immediate vesting of all outstanding and unvested equity awards (based on performance through the date of the change of control for PRSUs).

If Mr. Benioff has a qualifying termination of employment during the change of control period, his Change of Control and Retention Agreement provides him with a lump-sum payment equal to 200% of his annual base salary and target cash bonus, Company-paid premiums for health care (medical, dental and vision) continuation coverage for a period of up to 24 months following termination of employment, and the full and immediate vesting of all outstanding and unvested equity awards.

See “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” on page 56 for specific information regarding how such a qualifying termination would impact the NEOs’ (including Mr. Benioff’s) PRSUs.

In establishing the terms and conditions of these agreements, the Compensation Committee and the independent members of the Board considered competitive market data and governance best practices information provided by the compensation consultant. The Compensation Committee and the independent members of the Board also evaluated the cost to us of these arrangements and the potential payout levels to each affected Executive Officer under various scenarios. In approving these agreements, they determined that their cost to us and our stockholders was reasonable and not excessive, given the benefit conferred to us.

The Compensation Committee and the Board believe that these agreements will help to maintain the continued focus and dedication of our Executive Officers to their assigned duties without the distraction that could result from the possibility of a change of control of the Company.

 

 

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In addition, in connection with the negotiation of Mr. Block’s employment terms when he joined us in 2013, and Mr. Hawkins’ employment terms when he joined us in 2014, each of these NEOs received an offer letter that provided for eligibility for ongoing severance payments and benefits in connection with involuntary terminations of employment not in connection with a change of control. Under Mr. Block’s offer letter, if his employment was terminated without cause or he resigned for good reason, he would have been entitled to payments equal to one year of his base salary and 100% of his annual target cash bonus, as well as any bonus earned as of his termination but not yet paid, and unpaid reimbursement of expenses. Receipt of these severance payments and benefits was conditioned on Mr. Block’s signing a release of claims in favor of the Company. In addition, Mr. Block’s offer letter provided him (or his estate) with certain severance payments and benefits in the event his termination of employment is due to death or disability. Mr. Block entered into the Block Transition Agreement with us when he resigned as Co-CEO.

Pursuant to the Block Transition Agreement, he is no longer entitled to the severance compensation as stated in his offer letter. For further details on the transition agreement, please see “Employment Contracts and Certain Transactions” on page 55.

Under Mr. Hawkins’ offer letter, if his employment is terminated without cause or he resigns for good reason, he will be entitled to payments equal to one year of his base salary and 100% of his annual target cash bonus, and unpaid reimbursement of expenses. Receipt of these severance payments and benefits is conditioned on Mr. Hawkins’ signing a release of claims in favor of the Company.

For a summary of the material terms and conditions of agreements in effect during fiscal 2020, see “Employment Contracts and Certain Transactions—Payments Upon Qualifying Termination of Employment or a Change in Control,” elsewhere in this Proxy Statement.

 

 

Tax and Accounting Considerations

 

Deductibility of Executive Compensation

 

Section 162(m) of the Internal Revenue Code imposes limitations on the deductibility for corporate federal income tax purposes of remuneration in excess of $1 million paid to any person who has served as chief executive officer, chief financial officer and each of the three next most highly compensated executive officers of a public company. As a result, we expect that compensation awarded to our NEOs in or after fiscal 2019 will not be deductible to the extent it results in compensation in excess of the $1 million threshold.

Notwithstanding the repeal of the exemption for “performance-based compensation,” the Compensation Committee intends to maintain its commitment to structuring the Company’s executive compensation programs in a manner designed to align pay with performance.

Taxation of “Parachute” Payments and Deferred Compensation

Sections 280G and 4999 of the Internal Revenue Code provide that executive officers, directors who hold significant equity interests, and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change of control of the Company that exceed certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive might owe as a result of the application of Sections 280G or 4999 during fiscal 2020 and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement.

Section 409A of the Internal Revenue Code imposes significant additional taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not

satisfy the restrictive conditions of the provision. Although we do not maintain a traditional nonqualified deferred compensation plan, Section 409A applies to certain equity awards and severance arrangements. We generally have structured our equity awards in a manner intended to comply with the applicable Section 409A conditions. In addition, the Change of Control and Retention Agreements that we have entered into with the NEOs generally have been drafted or modified in a manner intended to comply with Section 409A.

Accounting for Stock-Based Compensation

We follow the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) in connection with the financial reporting of our stock options and other stock-based awards. ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock option grants using a variety of assumptions, as well as the grant date “fair value” of their other stock-based awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executives may never realize any value from their options or other stock-based awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock option grants and other stock-based awards in their income statements over the period in which an executive is required to render service in exchange for vesting of the option or other award. When determining the types and amounts of equity compensation granted to the NEOs, the Compensation Committee considers the advantages and disadvantages of various equity vehicles, such as stock options, RSUs and PRSUs. As part of this consideration, the Compensation Committee takes into account the overall program cost, which includes the associated compensation expense for financial reporting purposes.

 

 

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  COMPENSATION RISK ASSESSMENT  

 

       

 

COMPENSATION RISK ASSESSMENT

 

As part of its review of the compensation to be paid to our Executive Officers, as well as the compensation programs generally available to our employees, the Compensation Committee considers potential risks arising from our compensation programs and the management of these risks, in light of our overall business, strategy and objectives.

As is the case with our employees generally, our NEOs’ base salaries are fixed in amount and thus do not encourage risk-taking. Bonus amounts under our bonus plan are tied to overall corporate and individual performance, and the bonus pool for Executive Officers is based on our performance during the fiscal year compared to pre-established target levels for three equally weighted measures: revenue, operating cash flow and non-GAAP income from operations. These three financial measures counterbalance each other, decreasing the likelihood that our NEOs or other Executive Officers will pursue any one measure to the detriment of overall financial performance. Combined, these

measures limit the ability of an Executive Officer to be rewarded for taking excessive risk on our behalf by, for example, seeking revenue enhancing opportunities at the expense of profitability. Moreover, a significant portion of compensation provided to our NEOs and other Executive Officers is in the form of long-term equity awards, including PRSUs, that help further align their interests with those of our stockholders. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking because the ultimate value of the awards is tied to our stock price and because the awards are staggered and subject to long-term vesting schedules. Our Executive Officer stock ownership guidelines also help ensure that Executive Officers have significant value tied to long-term stock price performance. Additional controls such as our clawback policy, our Code of Conduct and related training, and periodic sub-certification requirements for our Executive Officers, help mitigate the risks of unethical behavior and inappropriate risk-taking.

 

CEO PAY RATIO

 

The fiscal 2020 total compensation of the median employee, based on the compensation of all employees who were employed as of November 1, 2019, other than our CEO and Former Co-CEO, was $167,750. Mr. Benioff’s fiscal 2020 annual total compensation was $25,969,494 and Mr. Block’s fiscal 2020 annual total compensation was $19,310,896. The ratios of our CEO’s and former Co-CEO’s fiscal 2020 pay to that of our median employee (our “Pay Ratios”) were 155-1 and 115-1, respectively.

The fiscal 2020 Pay Ratios are a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described herein. First,

we collected employee compensation data using salary, cash bonuses, equity compensation and commissions as our “consistently applied compensation measures” for purposes of the Pay Ratios. Second, we identified our employee population as of November 1, 2019 based on our payroll records. Finally, we identified the median compensated employee (“Median Employee”) and calculated her or his total compensation consistent with the compensation for our CEO and Former Co-CEO in accordance with SEC rules and as reflected in the Summary Compensation Table on page 49, the details of which are set forth in the table below:

 

 

   Employee   Fiscal
Year
    Salary
($)
    Bonus
($)
    Stock
Awards
($)
    Option
Awards
($)
    Non-Equity
Incentive
Plan
Compens-
ation
($)
   

All Other
Compens-

ation
($)

    Total
($)
 

  Marc Benioff, CEO

    2020     $ 1,550,000       —       $ 12,000,012     $ 8,000,000     $ 3,100,000     $ 1,319,482     $ 25,969,494  

  Keith Block, Former Co-CEO

    2020     $ 1,435,000       —       $ 9,000,130     $ 6,000,000     $ 2,870,000     $ 5,766     $ 19,310,896  

  Median Employee

    2020     $ 147,057       —         —         —       $ 15,287     $ 5,406     $ 167,750  

 

The SEC’s rules for identifying the Median Employee and calculating the Pay Ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the Pay Ratios reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and

assumptions in calculating their own pay ratios. In calculating our Pay Ratios, we did not annualize the compensation of any employees nor did we make use of any of the exclusions allowed under SEC rules. We did, however, exclude approximately 4,804 employees of Tableau Software, Inc., which we acquired on August 1, 2019, approximately 630 employees of ClickSoftware, Inc., which we acquired on October 1, 2019 and approximately 19 employees of Diffeo, Inc. and related entities, which we acquired on November 1, 2019.

 

 

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  2020 Proxy Statement

 


Table of Contents
       

  SUMMARY COMPENSATION TABLE  

 

 

SUMMARY COMPENSATION TABLE

The following table sets forth, for fiscal 2020 and the two prior fiscal years, the compensation reportable for our NEOs, as determined under SEC rules.

 

 
Name and Principal
Position(1)
  Fiscal
Year
    Salary     Bonus     Stock
Awards(2)
    Option
Awards(3)
    Non-Equity
Incentive
Plan
Compens-
ation
   

All Other
Compens-

ation

    Total  

 

   Marc Benioff

 

 

 

 

 

 

2020

 

 

 

 

 

 

$

 

 

1,550,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

12,000,012

 

 

 

 

 

 

$

 

 

8,000,000

 

 

 

 

 

 

$

 

 

3,100,000

 

 

 

 

 

 

$

 

 

1,319,482

 

 

(4) 

 

 

 

$

 

 

25,969,494

 

 

 

 

Chair of the Board and

Chief Executive Officer

 

 

 

 

 

2019

 

 

 

 

 

 

$

 

 

1,550,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

13,500,066

 

 

 

 

 

 

$

 

 

9,000,011

 

 

 

 

 

 

$

 

 

3,100,000

 

 

 

 

 

 

$

 

 

1,241,769

 

 

 

 

 

 

$

 

 

28,391,846

 

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

$

 

 

1,550,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

3,100,000

 

 

 

 

 

 

$

 

 

3,362

 

 

 

 

 

 

$

 

 

4,653,362

 

 

 

 

 

Keith Block

 

 

 

 

 

 

2020

 

 

 

 

 

 

$

 

 

1,435,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

 

 

9,000,130

 

 

 

 

 

 

$

 

 

6,000,000

 

 

 

 

 

 

$

 

 

2,870,000

 

 

 

 

 

 

$

 

 

5,766

 

 

(5) 

 

 

 

$

 

 

19,310,896

 

 

 

 

        Former Co-Chief Executive Officer

 

 

 

 

 

 

2019

 

 

 

 

 

 

$

 

 

1,342,500

 

 

 

 

 

 

$

 

 

 298,126

 

 

 

 

 

 

$

 

 

6,500,180

 

 

 

 

 

 

$

 

 

6,500,028

 

 

 

 

 

 

$

 

 

2,013,750

 

 

 

 

 

 

$

 

 

306,572

 

 

 

 

 

 

$

 

 

16,961,156

 

 

 

 

 

 

 

 

 

2018

 

 

 

 

 

 

$

 

 

1,150,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

1,150,000

 

 

 

 

 

 

$

 

 

49,889

 

 

 

 

 

 

$

 

 

2,349,889

 

 

 

 

 

Mark Hawkins

 

 

 

 

 

 

2020

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

$

 

 

17,800

 

 

(6) 

 

 

 

$

 

 

5,000,164

 

 

 

 

 

 

$

 

 

5,000,000

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

$

 

 

15,600

 

 

(7) 

 

 

 

$

 

 

12,033,564

 

 

 

 

President and Chief

 

 

 

 

 

 

2019

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

4,000,180

 

 

 

 

 

 

$

 

 

4,000,017

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

$

 

 

6,517

 

 

 

 

 

 

$

 

 

9,806,715

 

 

 

 

Financial Officer

 

 

 

 

 

 

2018

 

 

 

 

 

 

$

 

 

750,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

750,000

 

 

 

 

 

 

$

 

 

10,909

 

 

 

 

 

 

$

 

 

1,510,909

 

 

 

 

 

Parker Harris

 

 

 

 

 

 

2020

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

5,500,035

 

 

 

 

 

 

$

 

 

5,500,000

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

$

 

 

727

 

 

(8) 

 

 

 

$

 

 

13,000,762

 

 

 

 

Co-Founder and Chief

 

 

 

 

 

 

2019

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

5,000,128

 

 

 

 

 

 

$

 

 

5,000,022

 

 

 

 

 

 

$

 

 

1,000,000

 

 

 

 

 

 

$

 

 

421

 

 

 

 

 

 

$

 

 

12,000,571

 

 

 

 

Technology Officer

 

 

 

 

 

 

2018

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

$

 

 

604

 

 

 

 

 

 

$

 

 

1,800,604

 

 

 

 

 

    Srinivas Tallapragada

 

 

 

 

 

 

2020

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

5,000,164

 

 

 

 

 

 

$

 

 

5,000,000

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

$

 

 

5,505

 

 

(9) 

 

 

 

$

 

 

11,805,669

 

 

 

 

President and Chief Engineering Officer

 

 

 

 

 

 

2019

 

 

 

 

 

 

$

 

 

855,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

5,274,648

 

 

 

 

 

 

$

 

 

5,318,922

 

 

 

 

 

 

$

 

 

855,000

 

 

 

 

 

 

$

 

 

5,921

 

 

 

 

 

 

$

 

 

12,309,491

 

 

 

 

 

Bret Taylor

 

 

 

 

 

 

2020

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

$

 

 

87,440

 

 

(10) 

 

 

 

$

 

 

5,000,164

 

 

 

 

 

 

$

 

 

5,000,000

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

$

 

 

56,909

 

 

(11) 

 

 

 

$

 

 

11,944,513

 

 

 

 

    President and Chief Operating Officer

 

 

 

 

 

 

2019

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

 

 

 

—  

 

 

 

 

 

 

$

 

 

5,000,128

 

 

 

 

 

 

$

 

 

5,000,022

 

 

 

 

 

 

$

 

 

900,000

 

 

 

 

 

 

$

 

 

16,339

 

 

 

 

 

 

$

 

 

11,816,489

 

 

 

 

 

(1)

Bret Taylor and Srinivas Tallapragada were not Named Executive Officers in Fiscal 2018.

(2)

Amounts reported under the Stock Awards column do not reflect compensation actually received by the NEO. Instead, the amounts reported reflect the aggregate grant date fair value of RSUs and PRSUs granted to the executives, which for RSUs is calculated by multiplying the number of shares subject to the award by the closing price of one share of our common stock on the date of grant, and for PRSUs is calculated by multiplying the number of shares subject to the award by the estimated fair value using a Monte Carlo valuation method pursuant to FASB ASC Topic 718. The Monte Carlo valuation method simulates a range of possible future stock prices for Salesforce and each company in the Nasdaq 100 Index group over the PRSUs’ three-year performance period using certain factual data and an assumed risk-free interest rate. For each award in Fiscal 2020, the expected term was based on the actual three-year term of the PRSUs, the expected volatility of 28.19% was based on the Company’s historical stock price volatility over the three years prior to the date of grant to conform to the term of the awards and implied volatility on call options for the Company and the Index Group, consistent with the methodology addressed in FASB ASC Topic 718-10-55-37, and the expected dividend rate for Salesforce’s stock was based on the current dividend rate of zero, consistent with the statement in our Form 10-K that we do not intend to pay cash dividends for the foreseeable future. In addition to the foregoing, the risk-free rate of interest was 2.23% for PRSUs granted in March 2019 derived from prevailing interest rates on zero-coupon U.S. Treasury Bills for corresponding maturities. Based on this methodology, the valuation of the PRSUs granted in fiscal 2020 was 99.88% of the closing price of the Company’s stock on the date of grant for PRSUs granted in March 2019.

(3)

Amounts reported under the Option Awards column do not reflect compensation actually received by the NEO. Instead, the amounts reported are the grant date fair value of stock options granted to the executives as determined pursuant to FASB ASC Topic 718, excluding estimated forfeitures. The assumptions used to calculate the value of option awards are set forth under Note 10 of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for fiscal 2020 filed with the SEC on March 5, 2020.

(4)

This amount includes an allocation of costs paid by the Company for security arrangements provided for Mr. Benioff ($1,305,277) that are in addition to security arrangements provided while at work or on business travel. We view these security services as a necessary and appropriate business expense, but have reported incremental costs to us of the arrangements because they may be viewed as conveying a personal benefit to him. Additionally, this amount includes $4,641 for Company-paid costs of attending motivational Company leadership events and $4,564 for tax gross-ups provided with respect to such costs, consistent with how we treated these benefits for all other employees who attended such events as well as Company contributions to the Company 401(k) plan ($5,000). On occasion, family members of Mr. Benioff also may accompany him, at no incremental cost to the Company, on corporate aircraft used for business purposes.

(5)

This amount includes $766 for tax gross-ups provided with respect to Company-paid costs of attending motivational Company leadership and sales events, consistent with how we treated these benefits for all other employees who attended such events, and $5,000 Company contributions to the Company 401(k) plan. On occasion, family members of Mr. Block accompanied him, at no incremental cost to the Company, on corporate aircraft used for business purposes.

(6)

This amount reflects the value of a watch awarded in recognition of Mr. Hawkins’ leadership achievements.

(7)

This amount includes $691 for tax gross-ups provided with respect to Company-paid costs of attending motivational Company leadership and sales events, consistent with how we treated these benefits for all other employees who attended such events and $5,500 in Company contributions to the Company 401(k) plan. This amount also includes a tax gross-up provided with respect to the Company-paid cost of the watch ($9,409).

 

2020 Proxy Statement  

 

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Table of Contents

  SUMMARY COMPENSATION TABLE (CONTINUED)  

 

       

 

(8)

This amount includes tax gross-ups provided with respect to Company-paid costs of attending motivational Company leadership and sales events, consistent with how we treated these benefits for all other employees who attended such events.

(9)

This amount includes $505 for tax gross-ups provided with respect to Company-paid costs of attending motivational Company leadership and sales events, consistent with how we treated these benefits for all other employees who attended such events. and $5,000 in Company contributions to the Company 401(k) plan.

(10)

This amount includes the value of a watch awarded in recognition of Mr. Taylor’s leadership achievements ($84,940) and a patent bonus ($2,500).

(11)

This amount includes $6,448 for tax gross-ups provided with respect to Company-paid costs of attending motivational Company leadership and sales events, consistent with how we treated these benefits for all other employees who attended such events and $5,750 in Company contributions to the Company 401(k) plan. This amount also includes a tax gross-up provided with respect to the Company-paid cost of the watch ($44,711).

 

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Table of Contents
       

  GRANTS OF PLAN-BASED AWARDS TABLE  

 

 

GRANTS OF PLAN-BASED AWARDS TABLE

The following table sets forth certain information with respect to all plan-based awards granted to the NEOs during fiscal 2020.

 

         

 

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)

 

   

Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)(3)

 

   

 

All
Other Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)

 

   

 

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)

 

   

Exercise
or Base
Price of
Option
Awards(4)

 

   

Grant
Date Fair
Value of
Stock
and Option
Awards(5)

 

 

  Name

 

 

Grant
Date

 

   

 

Threshold

 

   

 

Target

 

   

 

Maximum

 

   

Threshold
(#)

 

   

Target
(#)

 

   

Maximum
(#)

 

 

  Marc Benioff

 

 

N/A

 

 

 

—  

 

 

$

3,100,000

 

 

$

3,875,000

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

03/22/2019

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

74,391

 

 

 

148,782

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

$

12,000,012

 

 

 

03/22/2019

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

195,872

 

 

$

161.50

 

 

$

8,000,000

 

  Keith Block

 

 

N/A

 

 

 

—  

 

 

$

2,870,000

 

 

$

3,587,500

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

03/22/2019

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

55,794

 

 

 

111,588

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

$

9,000,130

 

 

 

03/22/2019

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

146,904

 

 

$

161.50

 

 

$

6,000,000

 

  Mark Hawkins

 

 

N/A

 

 

 

—  

 

 

$

1,000,000

 

 

$

1,250,000

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

03/22/2019

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

15,499

 

 

 

30,998

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

$

2,500,144

 

 

 

03/22/2019

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

—  

 

 

 

122,420

 

 

$

161.50

 

 

$

5,000,000

 

 

 

03/22/2019