DEF 14A of Salesforce, Inc., Apr 24, 2025

DEF 14A of Salesforce, Inc.

Filed Apr 24, 2025 · FY20250001108524-25-000009

Open on EDGAR

  1. Table of Contents

    | Compensation Tables | 70 | | Summary Compensation Table | 70 | | Grants of Plan-Based Awards Table | 72 | | Outstanding Equity Awards at Fiscal 2025 Year-End Table | 74 | | Option Exercises and Stock Vested Table | 78 | | Employment Contracts and Certain Transactions | 79 | | Fiscal 2025 CEO Pay Ratio | 84 | | Pay Versus Performance | 85 | | Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters | 90 | | Equity Compensation Plan Information | 93 | | Committee Reports | 95 | | Report of the Compensation Committee of the Board of Directors | 95 | | Report of the Audit Committee of the Board of Directors | 95 | | Proposals to be Voted on | 97 | | Proposal 1 — Election of Directors | 98 | | Proposal 2 — Approval of an Amendment and Restatement of the Company’s 2013 Equity Incentive Plan | 99 | | Proposal 3 — Ratification of Appointment of Independent Auditor | 114 | | Proposal 4 — Advisory Vote to Approve Named Executive Officer Compensation | 116 | | Procedural Matters | 117 | | General | 117 | | Stockholders Entitled to Vote; Record Date | 117 | | Quorum; Abstentions; Broker Non-Votes | 117 | | Voting; Revocability of Proxies | 118 | | Expenses of Solicitation | 119 | | Procedure for Introducing Business or Director Nominations at Our 2026 Annual Meeting of Stockholders | 119 | | Delivery of Proxy Materials | 120 | | Transaction of Other Business | 121 | | Appendix A: GAAP to Non-GAAP Financial Reconciliation | A-1 | | Appendix B: Amended and Restated 2013 Equity Incentive Plan | B-1 |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Directors | Age | Director Since | Independent | | Marc Benioff Chair, Chief Executive Officer & Co-Founder | 60 | 1999 | | | Laura Alber President & Chief Executive Officer, Williams-Sonoma | 56 | 2021 | | | Craig Conway Former President & Chief Executive Officer, PeopleSoft | 70 | 2005 | | | Arnold Donald (Lead Independent Director) Former President & Chief Executive Officer, Carnival Corporation | 70 | 2023 | | | Parker Harris Co-Founder & Chief Technology Officer, Slack | 58 | 2018 | | | Neelie Kroes Former Vice President of the European Commission | 83 | 2016 | | | Sachin Mehra (Financial Expert) Chief Financial Officer, Mastercard | 54 | 2023 | | | Mason Morfit Co-Chief Executive Officer & Chief Investment Officer, ValueAct Capital | 49 | 2023 | | | Oscar Munoz Former Chairman & Chief Executive Officer, United Airlines | 66 | 2022 | | | John V. Roos Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital | 70 | 2013 | | | Robin Washington President & Chief Operating and Financial Officer | 62 | 2013 | | | Maynard Webb Founder, Webb Investment Network | 69 | 2006 | |

  4. Identification and Evaluation of Director Nominees

    Identification and Evaluation of Director Nominees The Governance Committee uses a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Governance Committee through directors, management, stockholders, or third parties, including an independent search firm. Such candidates are appointed to the Board following a robust assessment and recruiting process guided by our Lead Independent Director, which has involved extensive candidate interviews as well as consultations with a third-party search firm. In connection with Mr. Morfit’s appointment, the Company entered into an agreement with ValueAct Capital, as described in Salesforce’s Current Report on Form 8-K filed with the SEC on January 27, 2023. The Governance Committee regularly assesses the appropriate size, composition, and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. The Governance Committee believes that it is important to maintain and consistently refresh a list of qualified potential candidates for nomination and engages a third-party search firm to assist in identifying such candidates. The evaluation of these candidates may be based solely upon information provided to the Governance Committee or may also include discussions with persons familiar with the candidate, one or more interviews of the candidate, or other actions the Governance Committee deems appropriate, including the use of third parties to review candidates. The Governance Committee evaluates and recommends candidates for membership on the Board consistent with criteria established by the committee. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. They must have an inquisitive and objective perspective and mature judgment. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. The Governance Committee also focuses on building and maintaining a Board that reflects different and complementary backgrounds, experiences, perspectives and skills. Finally, director candidates also must have sufficient time available in the judgment of the Governance Committee to perform all Board and committee responsibilities. Members of the Board are expected to prepare for, attend, and participate in Board and applicable committee meetings. The Governance Committee assesses its effectiveness in this regard as part of the annual Board evaluation process described on page 16. 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, perspectives, and skills of its members. Stockholders may recommend director candidates for general consideration by the Governance Committee by submitting the individual’s name, qualifications, and the other information set forth in our Bylaws applicable to director nominees by stockholders to the Corporate Secretary of the Company. The Governance Committee evaluates candidates recommended by stockholders against the same criteria and pursuant to the same policies, procedures, and processes applicable to the evaluation of candidates proposed by other sources. As noted elsewhere in our proxy statement, stockholders may, pursuant to applicable law and the requirements of the Company’s Bylaws, directly nominate candidates to stand for election to the Board by stockholders, and the Company respects such stockholder rights. With respect to such Bylaw provisions, the Company will not, without a stockholder vote, adopt new amendments (except as noted below) that would expressly (1) require nominating investment fund stockholders to disclose the confidential identities of their less than five percent “passive” third-party limited partners who are not otherwise involved in the nomination, campaign, or the Company solely on account of such member’s economic interests in the nominating fund, or (2) require nominating stockholders to disclose unrelated information regarding their confidential future plans for nominating other candidates to other public company boards or prior nominations of other candidates and proposals previously privately submitted to other public companies in the past. If the Board, in its exercise of its fiduciary responsibilities, deems it to be in the best interests of the Company and its stockholders to adopt such a provision without the delay due to the time required to seek a stockholder vote, the Board will publicly disclose such Bylaw amendment in accordance with applicable law and either subsequently submit such bylaw provision to stockholders for ratification or cause the bylaw amendment to expire within one year.

  5. Identification and Evaluation of Director Nominees

    | Salesforce, Inc. | 16 | 2025 Proxy Statement |

  6. Identification and Evaluation of Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  7. Compensation of Directors

    Compensation of Directors Under our fiscal 2025 compensation policy for non-employee directors, on February 1, 2024, each non-employee director serving at such time (other than Mr. Morfit, who waived receipt of the fiscal 2025 grant) received a restricted stock unit (“RSU”) grant with a grant date fair value of approximately $375,000. The RSU grants generally vested in four equal installments on February 22, May 22, August 22, and November 22, 2024, subject to each non-employee director’s continued service through each such date. All RSU awards were made under our 2013 Equity Incentive Plan. In addition, we pay annual cash fees to our Lead Independent Director and the chairs of each Board committee. The fiscal 2025 annual fees for these Board leadership roles were as follows: $150,000 for the Lead Independent Director, $50,000 for the chair of each of the Audit Committee, Governance Committee, and Compensation Committee, and $25,000 for the chairs of each other standing committee of the Board. These cash fees are paid on a quarterly basis. We also reimbursed our non-employee directors for travel, lodging, and other reasonable expenses incurred in connection with attending Company meetings and events. The following table sets forth information on the compensation earned during fiscal 2025 by our non-employee directors. The table excludes Messrs. Benioff and Harris, who did not receive separate compensation for their service as directors for fiscal 2025.

  8. Compensation of Directors

    | Salesforce, Inc. | 19 | 2025 Proxy Statement |

  9. Compensation of Directors

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  10. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025

  11. Director Compensation for Fiscal 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Laura Alber | — | 374,900 | 374,900 | | Craig Conway | — | 374,900 | 374,900 | | Arnold Donald | — | 374,900 | 374,900 | | Neelie Kroes | 25,000 | 374,900 | 399,900 | | Sachin Mehra | 50,000 | 374,900 | 424,900 | | Mason Morfit | — | — | — | | Oscar Munoz | 25,000 | 374,900 | 399,900 | | John V. Roos | 50,000 | 374,900 | 424,900 | | Robin Washington(2) | 200,000 | 374,900 | 574,900 | | Maynard Webb | — | 374,900 | 374,900 | | Susan Wojcicki | — | 374,900 | 374,900 |

  12. Director Compensation for Fiscal 2025

    1.Stock awards consist of an RSU grant on February 1, 2024 to each of our then-serving non-employee directors with a grant date fair value of $374,900, calculated in accordance with FASB ASC Topic 718, except for Mr. Morfit who waived receipt of the fiscal 2025 RSU grant. The RSUs vested in four equal installments on February 22, May 22, August 22, and November 22, 2024, except that pursuant to the terms of Ms. Wojcicki’s RSU award, Ms. Wojcicki’s unvested RSU shares that would have vested on August 22 and November 22, 2024 vested upon her death in August 2024. The amounts reported are the aggregate grant date fair value, which is calculated by multiplying the number of shares subject to the RSU grant by the closing price of our common stock on the date of grant. No non-employee directors held unvested stock awards as of the end of fiscal 2025. 2.The fees for Ms. Washington relate to her services as Lead Independent Director and Chair of the Nominating and Corporate Governance Committee for fiscal 2025.

  13. Fiscal 2026 Director Compensation Program

    Fiscal 2026 Director Compensation Program At least annually our Governance Committee reviews our director compensation program. In considering and ultimately recommending the compensation for our non-employee directors for fiscal 2026, the Governance Committee considered the views and interests of stockholders and a comprehensive analysis of our director compensation program prepared by its independent compensation consultant, Semler Brossy, which included a review of competitive market data for the same peer group used to assess Executive Officer compensation as well as information on market practice. The Governance Committee determined that the companies included within this peer group were appropriate comparators for our industry, size, and competitive environment for executives and directors. After this review and upon the recommendation of the Governance Committee, in December 2024, the Board determined to make no changes to the fiscal 2026 compensation program for our non-employee directors.

  14. Fiscal 2026 Director Compensation Program

    | Salesforce, Inc. | 20 | 2025 Proxy Statement |

  15. Fiscal 2026 Director Compensation Program

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  16. Directors

    Directors

  17. Board Nominees

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

  18. Board Nominees

    | Directors & Occupation | Age | Director Since | Independent | A | C | G | C&P | BT | | Marc Benioff Chair, Chief Executive Officer & Co-Founder | 60 | 1999 | | | | | | | | Laura Alber President & Chief Executive Officer, Williams-Sonoma | 56 | 2021 | | | | | | | | Craig Conway Former President & Chief Executive Officer, PeopleSoft | 70 | 2005 | | | | | | | | Arnold Donald (L) Former President & Chief Executive Officer, Carnival Corporation | 70 | 2023 | | | | | | | | Parker Harris Co-Founder & Chief Technology Officer, Slack | 58 | 2018 | | | | | | | | Neelie Kroes Former Vice President of the European Commission | 83 | 2016 | | | | | | | | Sachin Mehra (FE) Chief Financial Officer, Mastercard | 54 | 2023 | | | | | | | | Mason Morfit Co-Chief Executive Officer & Chief Investment Officer, ValueAct Capital | 49 | 2023 | | | | | | | | Oscar Munoz Former Chairman & Chief Executive Officer, United Airlines | 66 | 2022 | | | | | | | | John V. Roos Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital | 70 | 2013 | | | | | | | | Robin Washington President & Chief Operating and Financial Officer | 62 | 2013 | | | | | | | | Maynard Webb Founder, Webb Investment Network | 69 | 2006 | | | | | | |

  19. Board Nominees

    A: Audit; C: Compensation; G: Governance; C&P: Cybersecurity & Privacy; BT: Business Transformation L = Lead Independent Director; FE = Financial Expert; ò = Chair; ö = Member

  20. Board Nominees

    | Salesforce, Inc. | 22 | 2025 Proxy Statement |

  21. Board Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  22. Director Experience and Qualifications

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

  23. Director Experience and Qualifications

    | | >10 Years | | | | | 6-10 Years | | 0-5 Years | | | | | | | Benioff | Conway | Webb | Roos | Washington | Kroes | Harris | Alber | Munoz | Donald | Mehra | Morfit | | Key Skills | | | | | | | | | | | | | | Profitable/sustainable growth strategies | | | | | | | | | | | | | | Operational efficiency and costs discipline | | | | | | | | | | | | | | Capital allocation | | | | | | | | | | | | | | Sales and distribution leadership | | | | | | | | | | | | | | Marketing and brand building leadership | | | | | | | | | | | | | | International operations or relations leadership | | | | | | | | | | | | | | Cybersecurity or data privacy | | | | | | | | | | | | | | Financial statements and accounting | | | | | | | | | | | | | | Key Experience | | | | | | | | | | | | | | Significant technical, advisory, or business experience in software industry | | | | | | | | | | | | | | Cloud computing infrastructure implementation, strategy, or advisory work | | | | | | | | | | | | | | Senior executive leadership at a public company or other large organization | | | | | | | | | | | | | | Government/regulatory experience | | | | | | | | | | | | | | Former/current director of another public company | | | | | | | | | | | | | | Long-term succession planning or executive leadership transitions | | | | | | | | | | | | | | Tenure | | | | | | | | | | | | | | No. of Years | 26 | 19 | 18 | 11 | 11 | 9 | 6 | 3 | 3 | 2 | 2 | 2 |

  24. Director Experience and Qualifications

    | Salesforce, Inc. | 23 | 2025 Proxy Statement |

  25. Director Experience and Qualifications

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  26. Biographies of Our Director Nominees

    Biographies of Our Director Nominees Set forth below are the names and certain information about our director nominees, all of whom are currently members of our Board. All director nominees were elected by stockholders at the 2024 Annual Meeting of Stockholders. There are no family relationships among any of our directors or executive officers. Our directors serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. Please see Proposal 1 in this Proxy Statement for more information about the election of our directors. Sadly, Susan Wojcicki, who served on our Board since 2014, passed away last year. We have incredible gratitude for her contributions to the Board, and she will be dearly missed.

  27. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Vision and status as one of our founders and a pioneer of cloud computing (named Innovator of the Decade by Forbes), as well as his tenure as our Chief Executive Officer and Chair of the Board, together providing unique and invaluable experience to our Board •Experience in sales, marketing, and product development in the technology industry, and deep knowledge of Salesforce’s customer base and product line •Leadership in growing Salesforce into the largest enterprise applications company in the world, and leading the Agentic AI revolution with Agentforce, the first enterprise digital labor solution (recognized as one of the World’s 50 Greatest Leaders by Fortune and 10 Best-Performing CEOs by Harvard Business Review) Professional Experience •Chair of the Board, Chief Executive Officer (since 2001) and Co-Founder of Salesforce (in 1999) •Member of the World Economic Forum (WEF) Board of Trustees, serving as the inaugural chair of WEF’s Forum Center for the Fourth Industrial Revolution in San Francisco •Chair of the Board of Salesforce Foundation •Member of the University of Southern California’s Board of Trustees Other Public Company Directorships (current) •N/A Former Public Company Directorships (within the past 10 years) •N/A Education •B.S. in Business Administration from the University of Southern California | | | Marc Benioff Chair, Chief Executive Officer & Co-Founder | | | | Age: 60 Director Since: 1999 | |

  28. Biographies of Our Director Nominees

    | Salesforce, Inc. | 24 | 2025 Proxy Statement |

  29. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  30. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Extensive background in business management, digital commerce, and global branding, with a deep understanding of how to use technology to drive innovation and growth •Experience implementing profitable growth strategies and business integrations, including expansion into global markets at a company with a portfolio of multi-channel brands •Experience in talent development and succession planning, including successful founder-led leadership transitions •Corporate governance experience at global, public companies through service on the boards of Williams-Sonoma, Fitbit, and RealD Professional Experience •President (since 2006), Chief Executive Officer (since 2010) at Williams-Sonoma, Inc., a consumer retail company •Member of the University of Pennsylvania’s Board of Trustees Other Public Company Directorships (current) •Director, Williams-Sonoma, Inc. (since 2010) Former Public Company Directorships (within the past 10 years) •Director, Fitbit, Inc. (2016 – 2021) •Director, RealD Inc. (2013 – 2015) Education •B.A. in Psychology from the University of Pennsylvania | | | Laura Alber President & CEO, Williams-Sonoma, Inc. | | | | Age: 56 Director Since: 2021 Committees: Nominating & Corporate Governance | |

  31. Biographies of Our Director Nominees

    | Salesforce, Inc. | 25 | 2025 Proxy Statement |

  32. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  33. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Extensive background leading technology and software companies, including as president and chief executive officer of three high-growth technology companies •Significant public company board and corporate governance experience, including on the boards of technology and software companies such as Nutanix, Guidewire Software, and Advanced Micro Devices •In-depth knowledge of the technology sector and Salesforce, having served on our Board and its M&A Committee through periods of immense growth and transformation Professional Experience •Former President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company (1999 – 2004) •Former President and Chief Executive Officer of One Touch Systems (1996 – 1999) •Former President and Chief Executive Officer of TGV Software (1993 – 1996) •Various former executive management positions at leading technology companies, including as Executive Vice President at Oracle Corporation Other Public Company Directorships (current) •Director, Paylocity Holding Corporation (since 2024) •Director, Nutanix, Inc. (since 2017) Former Public Company Directorships (within the past 10 years) •Director, Guidewire Software (2010 – 2019), including as Executive Chairman (2010 – 2014) and Chairman (2014 – 2017) Education •B.S. in Computer Science and Mathematics from the State University of New York at Brockport | | | Craig Conway Former President & CEO, PeopleSoft | | | | Age: 70 Director Since: 2005 Committees: Audit & Finance; Business Transformation | |

  34. Biographies of Our Director Nominees

    | Salesforce, Inc. | 26 | 2025 Proxy Statement |

  35. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  36. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Expertise in business transformations resulting in growth and operating discipline across several industries, including extensive experience in strategic planning, operations, and distribution at large global companies over a nearly four-decade career •Significant experience in corporate governance and risk management gained through executive leadership and service on the boards of several public companies, including succession planning at founder-led companies •Global, governmental, and regulatory experience including through experience on The President’s Export Council, the principal national advisory committee on international trade Professional Experience •Former President and CEO (2013 – 2022) of Carnival Corporation & plc, the world’s largest cruise company •Chair of the World Travel and Tourism Council (since 2021) •Executive Advisor to Wind Point Partners (since 2005) •Operating Partner of Atlas Holdings LLC (since 2002) •Member of the President’s Export Council (1998 – 2005) •Various senior leadership roles at Monsanto Co., including Co-President of the Agricultural Sector and Senior VP and Division President of the Nutrition and Consumer Sector (1977 – 2000) •Member of Washington University in St. Louis’ Board of Trustees and Tulane University’s Board of Tulane •Chair of World Travel and Tourism Council (2021 – 2024) Other Public Company Directorships (current) •Director, GE Vernova, a spin-off of General Electric Company (since 2023) •Director, MP Materials Corp (since 2023) •Director, Bank of America Corp (since 2013) Former Public Company Directorships (within the past 10 years) •Director, Carnival Corporation & plc (2001 – 2022), including as Vice Chair (2022) •Director, Crown Holdings, Inc. (1999 – 2019) •Director, The Laclede Group Inc. (2003 – 2014) Education •B.A. in Economics from Carleton College •B.S. in Mechanical Engineering from Washington University in St. Louis •M.B.A. from The University of Chicago Booth School of Business | | | Arnold Donald Lead Independent Director, Former President & CEO, Carnival Corporation & plc | | | | Age: 70 Director Since: 2023 Committees: Audit & Finance; Nominating & Corporate Governance | |

  37. Biographies of Our Director Nominees

    | Salesforce, Inc. | 27 | 2025 Proxy Statement |

  38. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  39. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Extensive experience in the software sector and deep knowledge of our technology and customer base provides a valuable perspective on our strategic integration and re-positioning of products to create a fully integrated Customer 360 •Deep institutional knowledge of Salesforce and position as a Co-Founder supports the Board’s talent development and leadership planning, and provides invaluable insights into Salesforce’s culture and ecosystem from Trailblazers across the globe •Valuable expertise in cybersecurity and data privacy infrastructure provides our Board and its Cybersecurity & Privacy Committee with deep knowledge in these areas Professional Experience •Co-Founder of Salesforce (in 1999) and Chief Technology Officer of Slack Technologies (since 2024) •Various former senior technical positions at Salesforce since inception, including Chief Technology Officer (2016 – 2024) and Executive Vice President, Technology (2004 – 2013) •Former Co-Founder and Vice President of Left Coast Software, a Java consulting firm (1996 – 1999) •Member of Middlebury College’s Board of Directors Other Public Company Directorships (current) •N/A Former Public Company Directorships (within the past 10 years) •N/A Education •B.A. in English Literature from Middlebury College | | | Parker Harris Co-Founder & Chief Technology Officer, Slack | | | | Age: 58 Director Since: 2018 Committees: Cybersecurity & Privacy | |

  40. Biographies of Our Director Nominees

    | Salesforce, Inc. | 28 | 2025 Proxy Statement |

  41. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  42. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Deep knowledge of international markets and regulatory systems from decades of leadership in multiple European markets and service on numerous global public and private company boards supports the Board’s oversight of Salesforce’s global operations and strategy •Regulatory and governmental relations expertise provides unique insights into the governance of cross-border technology, competition, and data security matters •Experience in commercial competition, company mergers, and antitrust law, which together provide a valuable perspective as Salesforce competes under a wide range of regulatory regimes Professional Experience •Former Vice President of the European Commission, European Commissioner for Digital Economy and Society (previously for Digital Agenda) (2010 – 2014) and European Commissioner for Competition (2004 – 2010) •Former member of the Dutch House of Representatives, including as State Secretary and Cabinet Minister •Former member of the Global Policy Advisory Board of Uber Technologies (2016 – 2019) •Former Special Advisor to Bank of America Merrill Lynch (2015 – 2018) •Former member of the boards of Prologis, Lucent Technologies Netherlands, Volvo AB, McDonald’s Netherlands, Thales Group, Brambles Industries Ltd., Royal P&O Nedlloyd, and as chairperson of Nyenrode University Other Public Company Directorships (current) •N/A Former Public Company Directorships (within the past 10 years) •N/A Education •M.S. in Economics from Erasmus University | | | Neelie Kroes Former Vice President of the European Commission | | | | Age: 83 Director Since: 2016 Committees: Compensation; Cybersecurity & Privacy (Chair) | |

  43. Biographies of Our Director Nominees

    | Salesforce, Inc. | 29 | 2025 Proxy Statement |

  44. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  45. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Deep financial and operational expertise, including strong cybersecurity and data privacy knowledge •Leadership experience at a large, global FinTech company, with a track record of technology-focused and customer-centric innovation in a rapidly evolving industry •Significant financial planning and analysis, risk management, treasury, and business unit finance experience as well as extensive global leadership and experience in major markets outside the U.S. Professional Experience •Chief Financial Officer of Mastercard, a global technology company in the payments industry (since 2019), as well as various former financial leadership roles at Mastercard (during his more than 14-year tenure) •Former Vice President and Treasurer (2008 – 2010) and Vice President and Deputy Treasurer (2007 – 2008) at Hess Corporation, a leading global independent energy company •Various former domestic and international roles at General Motors, a global automotive manufacturing company (more than 10 years) Other Public Company Directorships (current) •N/A Former Public Company Directorships (within the past 10 years) •N/A Education •Bachelor of Commerce from the University of Mumbai •M.B.A. from the University of Virginia Darden School of Business | | | Sachin Mehra Financial Expert; Chief Financial Officer, Mastercard | | | | Age: 54 Director Since: 2023 Committees: Audit & Finance (Chair) | |

  46. Biographies of Our Director Nominees

    | Salesforce, Inc. | 30 | 2025 Proxy Statement |

  47. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  48. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Extensive experience working with boards and management teams at companies navigating transformational change to evolve strategic priorities, establish operational discipline, and create long-term value for stockholders •First-hand investor perspective and a long track record of supporting and driving profitable growth at portfolio companies, including several in the technology sector •Deep knowledge of and informed perspectives on corporate governance and executive compensation practices from experience as an investor and public company board member Professional Experience •Co-Chief Executive Officer (since 2023), Chief Executive Officer (2020 – 2023) and Chief Investment Officer (since 2017) of ValueAct Capital, a San Francisco-based investment firm with more than $10 billion in assets under management •Frequent lecturer on corporate governance and executive compensation at Stanford Law School’s Director’s College, the Graduate School of Business at Stanford University, and the Haas School of Business at the University of California, Berkeley Other Public Company Directorships (current) •N/A Former Public Company Directorships (within the past 10 years) •Microsoft Corporation (2014 – 2017) •Valeant Pharmaceuticals (2007 – 2014; 2015 – 2016) Education •B.A. in Political Economy from Princeton University | | | G. Mason Morfit Co-CEO & Chief Investment Officer, ValueAct Capital | | | | Age: 49 Director Since: 2023 Committees: Compensation (Chair); Business Transformation | |

  49. Biographies of Our Director Nominees

    | Salesforce, Inc. | 31 | 2025 Proxy Statement |

  50. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  51. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Experiences gained over four decades in business management, operations, corporate finance, and accounting, including executive leadership roles across multiple industries and several public company board roles, provides a perspective that spans market cycles, business cycles, and the navigation of strategic priorities by businesses over the long-term •Significant experience leading successful business transformations at large, global companies, which included driving topline growth, cost management, and digital innovation to enhancing customer satisfaction; this experience is key to Mr. Munoz’s leadership of the Board’s Business Transformation Committee • Insights gained as a former member of Salesforce’s Global Advisory Board inform deep understanding of our customers and brand building Professional Experience •Former Chief Executive Officer of United Airlines Holdings, Inc., an aviation company (2015 – 2020) •Former member of the Salesforce Global Advisory Board (2020 – 2021) •Former President and Chief Operating Officer (2015), Executive Vice President and Chief Operating Officer (2012 – 2015), and Executive Vice President and Chief Financial Officer (2003 – 2012) of CSX Corporation, a railroad and intermodal transportation services company •Member of the Board of Trustees of Fidelity Investment’s Equity & High Income Funds, the Brookings Institution and the University of Southern California •Member of TelevisaUnivision’s Board of Directors and the Defense Business Board •Various former leadership roles at AT&T, US West and The Coca Cola Company Other Public Company Directorships (current) •Director, Archer Aviation Inc. (since 2021) •Director, CBRE Group, Inc. (since 2020) Former Public Company Directorships (within the past 10 years) •Director, United Airlines Holdings, Inc. (2010 – 2021), including as Chairman (2020 – 2021) •Director, CSX Corporation (2015) Education •B.A. from the University of Southern California •M.B.A. from Pepperdine University | | | Oscar Munoz Former Chairman & CEO, United Airlines Holdings, Inc. | | | | Age: 66 Director Since: 2022 Committees: Audit & Finance; Business Transformation (Chair) | |

  52. Biographies of Our Director Nominees

    | Salesforce, Inc. | 32 | 2025 Proxy Statement |

  53. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  54. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Extensive experience advising growth-oriented technology companies on strategic, legal, and regulatory matters from more than two decades at Wilson Sonsini Goodrich & Rosati, P.C. •Brings significant global leadership experience and relationships, a deep understanding of global markets, and a track record of successful crisis management •Deep knowledge and experience overseeing and guiding digital transformation strategies as an investor and through service on the boards of Rakuten Group and Sony Professional Experience •Co-Founding Partner of Geodesic Capital, a mid-late stage venture capital firm founded in 2015 •Senior Advisor to Centerview Partners, an international investment banking advisory firm (2014 – 2024) •Advisor for the Toyota Research Institute (since 2016) •Member of the Board of Directors for the Maureen and Mike Mansfield Foundation (current) •Former U.S. Ambassador to Japan (2009 – 2013) •Former Chief Executive Officer of Wilson Sonsini Goodrich & Rosati, P.C. and practicing corporate and securities law attorney (1985 – 2009) •Formerly served on the Global Advisory Board of Mitsubishi UFJ Financial Group •Founder of the TOMODACHI Initiative, a partnership to identify and invest in the next generation of Japanese and American leaders •Recipient of the Grand Cordon of the Order of the Rising Sun, Japan’s highest honor for foreign nationals •Member of Stanford Medicine’s Center for Asian Health Research & Education Advisory Board Other Public Company Directorships (current) •N/A Former Public Company Directorships (within the past 10 years) •Director, Rakuten Group, Inc. (2021 – 2023) •Director, Sony Corporation (2014 – 2020) Education •A.B. in Political Science from Stanford University •J.D. from Stanford Law School | | | John V. Roos Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital | | | | Age: 70 Director Since: 2013 Committees: Compensation; Nominating & Corporate Governance (Chair) | |

  55. Biographies of Our Director Nominees

    | Salesforce, Inc. | 33 | 2025 Proxy Statement |

  56. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  57. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Extensive leadership and operational experience across industries, including the technology and life sciences industries, where Ms. Washington has led and overseen the maturation of strategy and operations at multiple highly successful companies •Deep financial and capital markets expertise with a track record of operating discipline and a differentiated ability to build relationships with key stakeholders to drive action •Strong public board and corporate governance experience, developed through board roles at companies such as Alphabet, Honeywell International, and Vertiv Holdings, and experience serving on and leading key board committees Professional Experience •President and Chief Operating & Financial Officer of Salesforce (since March 2025) •Former Advisor (2019 – 2020), Executive Vice President and Chief Financial Officer (2014 – 2019), and Senior Vice President and Chief Financial Officer (2008 – 2014) of Gilead Sciences, Inc., a biopharmaceutical company •Former Chief Financial Officer of Hyperion Solutions, an enterprise software company (2006 – 2007) •Various former executive positions at PeopleSoft, Inc., a provider of enterprise application software (nearly 10 years) •Member of the Presidents Council and Ross Business School Advisory Board at the University of Michigan and the Board of Trustees of the Financial Accounting Foundation •Member of the Board of Directors of UCSF Benioff Children’s Hospital Oakland (2015 – 2024) and MasterCard Foundation (current) •Certified Public Accountant Other Public Company Directorships (current) •Director, Alphabet Inc. (since 2019) Former Public Company Directorships (within the past 10 years) •Director, Honeywell International, Inc. (2013 – 2025) •Director, Vertiv Holdings Co. (2020 – 2025) Education •B.A. in Business Administration from the University of Michigan •M.B.A. from Pepperdine University | | | Robin Washington President and Chief Operating & Financial Officer | | | | Age: 62 Director Since: 2013 Committees: Business Transformation | |

  58. Biographies of Our Director Nominees

    | Salesforce, Inc. | 34 | 2025 Proxy Statement |

  59. Biographies of Our Director Nominees

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  60. Biographies of Our Director Nominees

    | | | | | | | Qualifications and Expertise Provided to Our Board •Decades of experience successfully scaling, managing, and guiding high-growth technology companies, as an executive, board member, and investor •Expert technologist with an extensive background in controls, technical operations, and cybersecurity and a demonstrated track record of solving complex problems to scale businesses •During his tenure on the Salesforce Board, he has helped guide the Company’s growth and scale as its market capitalization has increased by more than 6000% •Experience on the boards of other public companies, including as former Chairman of Yahoo!, brings continued independent leadership to the Board Professional Experience •Founder of Webb Investment Network, an early-stage venture capital firm dedicated to nurturing entrepreneurs and enabling them to build high-growth companies (since 2010) •Member of the Executive Partner Group at Solamere Capital, a multi-strategy private equity investment firm (since 2022) •Former Chairman of the Board (2008 – 2013) and Chief Executive Officer (2006 – 2011) of LiveOps, Inc., a provider of on-demand call center solutions •Former Chief Operating Officer of eBay Inc., a global online marketplace (2002 – 2006) •Former President of eBay Technologies (1999 – 2002) •Former Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer (1998 – 1999) •Vice President and Chief Information Officer at Bay Networks, Inc., a computer networking products manufacturer (1995 – 1998) •Author of “Rebooting Work: Transform How You Work in the Age of Entrepreneurship” and “Dear Founder: Letters of Advice for Anyone Who Leads, Manages, or Wants to Start a Business” Other Public Company Directorships (current) •Director, AppLovin Corporation (since 2025) •Director, Visa Inc. (since 2014) Former Public Company Directorships (within the past 10 years) •Director, Yahoo! Inc. (2012 – 2017), including as Chairman (2013 – 2017) Education •B.A.A. from Florida Atlantic University | | | Maynard Webb Founder, Webb Investment Network | | | | Age: 69 Director Since: 2006 Committees: Compensation; Cybersecurity & Privacy; Business Transformation | |

  61. Biographies of Our Director Nominees

    | Salesforce, Inc. | 35 | 2025 Proxy Statement |

  62. Fiscal 2025 Executive Compensation Program Highlights

    | Our NEO Compensation Program Drives Pay-for-Performance and Alignment with Stockholders | | •Robust Response to Stockholder Feedback. Following our 2024 Annual Meeting, the Compensation Committee commenced a robust engagement program focused on compensation with the goal of better understanding the perspectives of our stockholders. We adopted several actions that were directly responsive to feedback from stockholders, including: (1) making a commitment to not grant future off-cycle equity awards to NEOs absent extraordinary circumstances; (2) updating our peer group to remove several mega-cap companies; (3) implementing a cap on CEO aircraft and security perquisites for fiscal 2025 and fiscal 2026; (4) reducing the target grant value of the CEO’s fiscal 2026 long-term equity award granted in March 2025 by approximately 17% compared to his fiscal 2025 award, which was granted in March 2024; (5) redesigning our fiscal 2026 long-term equity and annual performance bonus programs to drive exceptional performance during the next phase of our transformation; (6) enhancing disclosure on performance-based RSU (“PRSU”) goal-setting; and (7) providing greater transparency around performance hurdles under our annual bonus program. | | •Performance Metrics Tied to Profitable Growth Strategy. Incentive metrics within our fiscal 2025 annual performance bonus plan are based entirely on key financial measures aligned with our external operating framework. Fiscal 2025 annual bonus payouts remain linked to pre-established objective Company performance goals, with a 100% funding cap and a 125% maximum payout based on individual performance. To further promote profitable growth, fiscal 2025 PRSUs are structured with performance metrics directly aligned to our strategy. These metrics — non-GAAP operating margin and relative TSR — are weighted equally to incentivize both operational efficiency and stock price appreciation. | | •Incentive Plans Reflect Rigorous Performance Targets; Payout Limited if Negative Absolute TSR. Fiscal 2025 financial performance targets for annual performance bonuses and PRSUs were aligned with our strategy and operating plan and were set above fiscal 2024 targets and actuals. For our relative TSR PRSUs, target payouts require TSR outperformance at the 60th percentile relative to the Nasdaq-100, with no payout above target if our absolute TSR is negative. | | •FY25 Target Bonus Opportunities Set to Incentivize Transformational Value Creation. To maintain market competitiveness, incentivize transformational value creation and executive leadership retention, and strengthen performance-based incentives in a highly competitive market for executive talent with proven AI technology experience, the Compensation Committee approved increases to target cash bonus opportunities for fiscal 2025. | | •Emphasis on Performance-Based Equity to Drive Results. The CEO’s fiscal 2025 equity award, which was granted in March 2024, continued to be fully performance-based, delivered 60% in PRSUs and 40% in stock options. 50% of our other NEOs’ fiscal 2025 equity awards continued to be performance-based, delivered in PRSUs.* | | •Implemented a Cap on Fiscal 2025 and Fiscal 2026 CEO Aircraft and Security Perquisites. The Compensation Committee capped fiscal 2025 and fiscal 2026 CEO aircraft and security perquisites at fiscal 2024 levels to appropriately balance the need for a comprehensive security program for our CEO and maintain expenses that are reasonable and predictable for stockholders. | | •Increased Stock Ownership Requirements. To further align executive interests with stockholder value and strengthen corporate governance, the Compensation Committee approved new guidelines that require our CEO to hold a number of shares equal to 10 times annual base salary (compared to the lesser of 4 times annual base salary and 112,000 shares under the prior guidelines), and Executive Officers to hold a number of shares equal to 3 times annual base salary (compared to 1.5 times annual base salary under the prior guidelines). |

  63. Fiscal 2025 Executive Compensation Program Highlights

    *Mr. Millham’s fiscal 2025 award, up to his contractually required amount, was split evenly between stock options and RSUs per his pre-existing agreement, with the remaining value delivered in PRSUs.

  64. Key Themes from Stockholder Engagement & Actions Taken

    | WHAT WE HEARD - KEY THEMES | WHAT WE DID - OUR PERSPECTIVES & ACTIONS | | Personal Security and Corporate Aircraft We received varied feedback on this topic, with most stockholders supportive of the comprehensive personal security program for our CEO. While some stockholders commented on the overall value of CEO perquisites and potential variability, many did not raise it as a topic of concern or focus. | Capped CEO aircraft and security perquisites for fiscal 2025 and fiscal 2026 The Compensation Committee believes that a comprehensive personal security program for our CEO is the appropriate approach for his safety and security as well as for the continuity of the Company and the best interests of its stockholders. Most stockholders affirmed this perspective in recent meetings. Despite the topic not being a primary concern of stockholder feedback, after balancing the varying views with the importance of ensuring the safety and security of our CEO, and to maintain expenses that are reasonable and predictable for stockholders, the Compensation Committee determined it was appropriate to implement an aggregate annual cap of $4.6 million on CEO aircraft and security perquisites for fiscal 2025 and fiscal 2026, to keep flat at 2024 levels. Mr. Benioff is required to reimburse the Company for any personal security and aircraft expenses above this amount. In determining to implement a cap, the Compensation Committee considered several factors, such as the evolving personal security landscape and an independent security study it commissioned in 2024, which concluded that the comprehensive security measures, including travel on private aircraft, are essential and commensurate with our CEO’s risk profile. | | Fiscal 2024 CEO Pay Levels Some stockholder feedback highlighted concerns regarding the level of fiscal 2024 CEO pay. | Reduced the target grant value of the CEO’s fiscal 2026 long-term equity award (granted in March 2025) by approximately 17% compared to his fiscal 2025 award (granted in March 2024) In March 2025, the Compensation Committee approved a fiscal 2026 long-term equity award for Mr. Benioff with a total target intended value of $36 million, representing a reduction of approximately 17% from his fiscal 2025 long-term equity award, which was granted in March 2024, prior to our 2024 Annual Meeting and fiscal 2024 say-on-pay vote. To reinforce the importance of performance-based compensation, 100% of Mr. Benioff’s fiscal 2026 long-term equity award will be earned based on performance against financial metrics or relative TSR performance, with the award split between PRSUs (67% of the target value) and performance options (33% of the target value). |

  65. Key Themes from Stockholder Engagement & Actions Taken

    | WHAT WE HEARD - KEY THEMES | WHAT WE DID - OUR PERSPECTIVES & ACTIONS | | Incentive Program Structure and Design Some stockholders inquired about future performance metrics for our incentive programs, expressing interest in both north star metrics and metrics focused on margin and top-line growth, including within the long-term equity incentive program. | Redesigned our fiscal 2026 incentive program to drive exceptional performance and strategic execution during the next phase of our transformation In March 2025, the Compensation Committee approved changes to the structure of our fiscal 2026 long-term incentive program to directly link rewards with profitable growth and strategic execution of Agentforce and Data Cloud initiatives. Specifically, we (1) introduced performance options for all NEOs with a metric tied to our Agentforce and Data Cloud strategy; (2) incorporated a new metric into the PRSU program that measures non-GAAP operating margin and subscription and support revenue growth (“Margin & Growth”), and set the goals at grant for each annual measurement period during the fiscal 2026 – fiscal 2028 performance period; and (3) structured the CEO’s long-term equity award to pay out solely based on financial results and relative TSR performance (67% PRSUs and 33% performance options). In addition, the Compensation Committee redesigned the fiscal 2026 annual performance bonus program to directly link payouts to profitable growth based on two metrics—subscription and support revenue and non-GAAP operating income. The bonus achievement resulting from this financial performance will be adjusted up or down by a strategic multiplier based on a performance assessment against strategic objectives aligned to our strategy and priorities for a given fiscal year. See page 64 below for additional detail on these changes. | | PRSU Goal Setting Some stockholders expressed a desire to better understand the timing of goal setting for the non-GAAP operating margin metric in our PRSU program, and some noted their preference for a multi-year performance period for the operating margin PRSUs. | Enhanced our disclosure on goal-setting for our PRSU program We enhanced our disclosure regarding the measurement periods and goal setting for PRSUs that vest based on non-GAAP operating margin performance, including to explain the Compensation Committee’s rationale for including annual performance measurement periods instead of a multi-year performance period and the timing of goal setting. As noted above, for our fiscal 2026 PRSUs granted in March 2025, we set the Margin & Growth goals for fiscal 2026, fiscal 2027, and fiscal 2028 at grant, a departure from prior practice. This approach reflects the Compensation Committee’s assessment of improved predictability in our long-range plan, based on our progress against our profitable growth strategy and transformation journey. See page 57 below. | | Annual Performance Bonus Plan Goals Some stockholders would prefer greater transparency on the threshold and maximum performance goals for our Annual Performance Bonus Plan to better evaluate goal rigor. | Expanded disclosure of threshold and maximum performance goals We enhanced our disclosure to include the threshold and maximum financial performance goals for our fiscal 2025 Annual Performance Bonus Plan to enable investors to better evaluate goal rigor. See page 54 below. |

  66. Additional Executive Compensation Program Changes

    | Timing | | Actions | | Before our 2024 Annual Meeting and 2024 Say-on-Pay Vote | Fiscal 2024 (Feb. 1, 2023 - Jan. 31, 2024) | September 2023 •Established our peer group for fiscal 2025 NEO compensation decisions | | | Fiscal 2025 (Feb. 1, 2024 - Jan. 31, 2025) | March 2024 •Set fiscal 2025 NEO target pay levels and established the fiscal 2025 annual bonus design •Granted fiscal 2025 long-term equity awards (PRSUs, RSUs, and options) to our NEOs | | 2024 Annual Meeting - June 27, 2024 | | | | After our 2024 Annual Meeting and 2024 Say-on-Pay Vote | Fiscal 2025 (Feb. 1, 2024 - Jan. 31, 2025) | September 2024 •Refreshed the membership of the Compensation Committee, with Maynard Webb joining •Engaged a new independent compensation consultant | | | | October 2024 •Made commitment to not grant off-cycle equity awards to NEOs, except in extraordinary circumstances •Established a new peer group for fiscal 2026 compensation decisions for our NEOs, replacing several mega cap companies | | | | December 2024 & January 2025 •Implemented a cap on CEO aircraft and security perquisites for fiscal 2025 •Further refreshed the membership of the Compensation Committee, with Mason Morfit joining and Craig Conway transitioning to the Audit & Finance Committee •In January 2025, Mason Morfit was appointed Chair of the Compensation Committee | | | Fiscal 2026 (Feb. 1, 2025 - Jan. 31, 2026) | March 2025 Enhanced the performance orientation of our fiscal 2026 incentive program design •Included a new PRSU metric, Margin & Growth, while maintaining the relative TSR metric •Introduced performance options with a metric tied to our Agentforce and Data Cloud strategy •Revised our annual bonus program to include profitable growth measures and a strategic multiplier aligned with Company strategic priorities •Updated PRSU goal-setting practice to set the fiscal 2026, 2027 & 2028 operating goals at grant CEO pay •Reduced fiscal 2026 target equity award value by ~17% and capped fiscal 2026 perquisites •Restructured fiscal 2026 long-term equity award to pay out solely based on financial results and relative TSR performance (67% PRSUs and 33% performance options) Other compensation practice and disclosure enhancements •Increased the stock ownership guidelines for our executive officers •Enhanced disclosures on goal-setting and rigor for our fiscal 2025 PRSUs and annual bonus program |

  67. Compensation Elements for Named Executive Officers

    Compensation Elements for Named Executive Officers We award cash compensation to our NEOs in the form of base salaries and annual cash incentives under our Annual Performance Bonus Plan, and we award long-term equity incentives in the form of PRSUs, RSUs, and stock options. We also provide certain other benefits, generally consistent with what we provide to other employees. We believe that each of these compensation elements is necessary to attract and retain our NEOs in a highly competitive market for executive talent. Over 90% of our NEOs’ combined cash and equity target compensation opportunity for fiscal 2025 was variable and at-risk.

  68. Compensation Elements for Named Executive Officers

    | Compensation Element | Fiscal 2025 Program Design and Purpose | | Base Salary | •Base level of compensation commensurate with each executive’s responsibilities •Serves to attract and retain high-performing executives | | Annual Performance-Based Cash Bonus | •Financial measures are key indicators of our profitable growth •Drive achievement of key financial goals aligned with external operating framework | | Long-Term Equity Incentives | •Long-term equity incentives align executive interests with stockholders, stock price performance, and financial performance and promote long-term retention ◦CEO: 60% PRSUs and 40% stock options ◦Other NEOs: 50% PRSUs and 50% RSUs* | | Performance-Based Restricted Stock Units | •PRSU payouts tied to three-year relative TSR and annual non-GAAP operating margin performance, with no payout above target for relative TSR if absolute TSR is negative | | Restricted Stock Units | •RSU value directly linked to our stock price performance | | Stock Options | •Stock option value directly linked to stock price appreciation |

  69. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee oversees and administers our executive compensation program and our equity and incentive-based plans, in accordance with its charter, which can be viewed in the Corporate Governance section of our Investor Relations website at investor.salesforce.com/governance. The Compensation Committee meets regularly throughout the year, and it met 18 times in fiscal 2025. As discussed above, as part of Board committee rotation, we refreshed the composition of the Compensation Committee during fiscal 2025. Maynard Webb and Mason Morfit joined the Compensation Committee in September 2024 and December 2024, respectively. In December 2024, Craig Conway transitioned to the Audit & Finance Committee, and in January 2025, Mr. Morfit became Chair of the Compensation Committee. At least annually, the Compensation Committee reviews the NEO compensation program and approves the target total direct compensation for our NEOs, including base salaries, target annual performance cash bonus opportunities and long-term equity grants for the fiscal year. In setting these compensation elements, the Compensation Committee reviews the total target compensation for our NEOs and considers market and peer benchmarks and practices. Specifically, the Compensation Committee is provided with competitive positioning data for similarly situated executives at companies in our peer group, as well as summary consolidated information about our NEOs’ total compensation and pay history to use in setting individual compensation elements and making decisions on total NEO compensation levels.

  70. Role of Peer Companies

    Role of Peer Companies The Compensation Committee annually reviews the appropriateness of the compensation peer group used by the compensation consultant to generate competitive pay data for the Compensation Committee’s review in connection with Executive Officer compensation decisions. Peer practice informs pay levels, design, and our compensation governance practices. The peer group used to evaluate our fiscal 2025 executive compensation program was selected by the Compensation Committee in September 2023 after considering the input of the compensation consultant, Compensia, based on a review of various financial and other measures, such as industry, revenue, market capitalization, number of employees, and growth history and potential, as well as competition for executive officers. The peer group, comprised of the 17 companies listed in the table below, places Salesforce in the third quartile for revenue (38th percentile) and just above mid-range (52nd percentile) for market capitalization, as of fall 2023.

  71. Role of Peer Companies

    | Peer Group for Fiscal 2025 Compensation Decisions (Approved Fall 2023) | | | | Accenture plc | Cisco, Systems, Inc. | Oracle Corporation | | Adobe Inc. | Dell Technologies Inc. | PayPal Holdings, Inc. | | Alphabet Inc.* | International Business Machines Corporation | SAP SE | | Amazon.com, Inc.* | Intuit Inc. | ServiceNow, Inc. | | Apple Inc.* | Meta Platforms, Inc.* | Workday, Inc. | | Block, Inc. | Microsoft Corporation | |

  72. Role of Peer Companies

    *We subsequently removed these peer companies from our new peer group (see below). New Peer Group. Following the 2024 Annual Meeting, the Compensation Committee, with support from its new compensation consultant, Semler Brossy, undertook an in-depth review of our peer group. The compensation consultant reviewed current and potential peers based on a framework that evaluates quantitative and qualitative criteria, as summarized below.

  73. Role of Peer Companies

    | Peer Company Screening Methodology | | | Initial Screen | Identify public companies with market cap > $35 billion that operate in similar and adjacent industries. | | Size Screen | Further evaluate companies based on revenue and market cap (approximately 0.33x to 3x Salesforce’s revenue and market cap), with additional consideration given to revenue growth and valuation multiples. | | Qualitative Screen | Prioritize companies using a scorecard approach based on qualitative criteria primarily focused on (1) business fit, considering similarity of revenue models, customer type, and economics; and (2) relevant business attributes, such as companies with innovative and disruptive strategic priorities, including their emphasis on AI. |

  74. Role of Peer Companies

    | Salesforce, Inc. | 50 | 2025 Proxy Statement |

  75. Role of Peer Companies

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  76. Role of Peer Companies

    After considering input from our stockholders and data prepared by the compensation consultant, in October 2024 the Compensation Committee approved the following key changes to the peer group: •Removed four mega cap companies due to their outsized market capitalization: Alphabet, Amazon.com, Apple, and Meta Platforms; and •Added four companies based on comparability of size and business focus: Advanced Micro Devices, Broadcom, Palo Alto Networks, and Qualcomm. The new peer group, comprised of the 17 companies listed in the table below, places Salesforce just above mid-range for revenue (54th percentile) and in the top quartile for market capitalization (81st percentile), as of fall 2024.

  77. Role of Peer Companies

    | New Peer Group (Approved Fall 2024) | | | | Accenture plc | Dell Technologies Inc. | PayPal Holdings, Inc. | | Adobe Inc. | International Business Machines Corporation | QUALCOMM Incorporated* | | Advanced Micro Devices, Inc.* | Intuit Inc. | SAP SE | | Block, Inc. | Microsoft Corporation | Service Now, Inc. | | Broadcom Inc.* | Oracle Corporation | Workday, Inc. | | Cisco Systems, Inc. | Palo Alto Networks, Inc.* | | | Companies Removed from New Peer Group | | | | Alphabet Inc., Amazon.com, Inc., Apple Inc., and Meta Platforms, Inc. | | | | Salesforce Positioning Against Peer Group | | | | | New Peer Group (Fall 2024) | Previous Peer Group (Fall 2023) | | Revenue | 54th percentile | 38th percentile | | Market Capitalization | 81st percentile | 52nd percentile |

  78. Role of Peer Companies

    *New peer companies approved in fall 2024.

  79. Application of Peer and Survey Market Data

    Application of Peer and Survey Market Data Comparative Market Data. Peer and market data is a helpful reference for the Compensation Committee to assess the competitiveness and appropriateness of our Executive Officer compensation program within our industry sector and the broader business community. Ultimately, the Compensation Committee applies its own business judgment and experience to determine the individual compensation elements, the amount of each compensation element and total target compensation. Depending on Company and individual performance, and the various other factors discussed in this Compensation Discussion and Analysis, target and actual total direct compensation of our NEOs, as well as individual compensation elements, may be within, below or above the market range for their positions. Role of Survey Data. In addition, as part of its Executive Officer compensation planning process, the Compensation Committee reviewed aggregated survey data, drawn from a Radford Custom Compensation Survey. The survey data informs pay levels and provides additional context regarding executive compensation practices in the marketplace. The Compensation Committee also periodically reviews compensation data from certain other companies in the market for the executive talent for whom we compete.

  80. Application of Peer and Survey Market Data

    | Salesforce, Inc. | 51 | 2025 Proxy Statement |

  81. Application of Peer and Survey Market Data

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  82. Fiscal 2025 Base Salary and Target Cash Bonus Opportunity

    Fiscal 2025 Base Salary and Target Cash Bonus Opportunity We believe we must offer competitive base salaries to attract, motivate, and retain high-performing executive officers. Base salary also informs each NEO’s individual target cash bonus opportunity, which is expressed as a percentage of base salary. The Compensation Committee generally sets the base salaries and annual bonus opportunities for our NEOs after considering factors and input from its compensation consultant, which include: •a market review of base salaries and target bonus opportunities for executives in our compensation peer group, as well as broader market survey data; •the overall compensation that each NEO may potentially receive during employment with us; •Company and individual performance; •the role, responsibility and experience of each NEO; •the level, scope, complexity and objectives of each NEO’s position; and •internal compensation alignment. Before setting fiscal 2025 base salaries and target bonus opportunities, the Compensation Committee conducted a review of our executive compensation program considering the factors above. The Compensation Committee determined to align Mr. Benioff’s cash compensation closer to a competitive range of market by increasing his target bonus opportunity, rather than his base salary, to reinforce our pay for performance philosophy. This was the first increase to Mr. Benioff’s target cash compensation opportunity since fiscal 2016. Consistent with this philosophy, and to reinforce the importance of performance-based compensation and market-competitive total cash compensation opportunities, the Compensation Committee increased the target bonus opportunities for each of our other NEOs. The Compensation Committee also adjusted Mr. Millham’s base salary to reflect the significant expansion of his responsibilities as President and Chief Operating Officer, including his pivotal role in shaping Company strategy, driving operational excellence, and overseeing Salesforce’s global transformation efforts. In addition, the Compensation Committee increased Ms. Weaver’s base salary to recognize her performance over the previous year. Fiscal 2025 base salaries and target bonus opportunities are set forth below.

  83. Fiscal 2025 Base Salary and Target Cash Bonus Opportunity

    | NEO | Fiscal 2025 Base Salary ($) | Change from Fiscal 2024 | Fiscal 2025 Target Cash Bonus Opportunity (% of Base Salary) | Change from Fiscal 2024 | | Marc Benioff | 1,550,000 | No change | 225% | 13% | | Amy Weaver | 1,050,000 | 5% | 150% | 50% | | Parker Harris(1) | 1,000,000 | No change | 125% | 25% | | Srinivas Tallapragada | 1,000,000 | No change | 150% | 50% | | Brian Millham | 1,100,000 | 22% | 175% | 75% |

  84. Fiscal 2025 Base Salary and Target Cash Bonus Opportunity

    1.Mr. Harris was not a named executive officer in fiscal 2024.

  85. Fiscal 2025 Base Salary and Target Cash Bonus Opportunity

    | Salesforce, Inc. | 52 | 2025 Proxy Statement |

  86. Fiscal 2025 Base Salary and Target Cash Bonus Opportunity

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  87. Annual Performance-Based Cash Bonuses

    Annual Performance-Based Cash Bonuses Our broad-based Annual Performance Bonus Plan is designed to tie individual cash bonus awards to achievement against key Company performance metrics that align with the interests of our stockholders. The actual bonus amounts earned by each NEO are based upon the achievement of pre-established Company financial performance goals and the NEO’s individual performance for the year. Under the fiscal 2025 bonus plan: •Attainment against Company performance goals is capped at 100% of target funding; •A threshold level of performance must be met for each of the financial metrics to fund that component of funding; •The Compensation Committee can exercise discretion to reduce the formulaic funding percentage; and •Individual performance can increase (up to a maximum of 125% of target bonus) or decrease the final payouts. The Compensation Committee believes that the annual performance metrics contribute to driving long-term stockholder value, play an important role in incentivizing performance, and help attract, motivate, and retain our NEOs. Consideration of individual performance provides for individual accountability and the ability to differentiate pay based on outcomes that fall above or below expectations for the year, taking into consideration input from our CEO for NEOs other than himself.

  88. NEO Bonus Payout Formula

    NEO Bonus Payout Formula

  89. NEO Bonus Payout Formula

    | = |

  90. NEO Bonus Payout Formula

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

  91. Fiscal 2025 Company Performance Metrics

    Fiscal 2025 Company Performance Metrics For fiscal 2025, the Compensation Committee approved the following three equally weighted Company financial performance metrics: revenue, operating cash flow, and non-GAAP income from operations. The Compensation Committee believes that basing NEO bonus amounts on these financial measures aligns NEO and stockholder interests and incentivizes achievement of financial objectives that further our strategy, are used by investors to evaluate our financial performance, and build accountability. The financial measures serve as clear goals for our NEOs to achieve growth and profitability objectives that are key indicators of our financial strength and long-term profitable growth. The Compensation Committee believes that financial targets should be rigorous and challenging. As shown below, the Compensation Committee set the fiscal 2025 financial targets based on the Company’s fiscal 2025 annual operating plan, with each target set substantially higher than our fiscal 2024 financial targets and actual results. In response to the evolving regulatory environment in the U.S. during fiscal 2025, the Compensation Committee did not factor any environmental, social, and governance measures into the final payouts for the fiscal 2025 Annual Performance Bonus. Accordingly, Company performance for fiscal 2025 was measured solely based on the pre-established financial performance metrics and targets.

  92. Fiscal 2025 Company Performance Metrics

    | Salesforce, Inc. | 53 | 2025 Proxy Statement |

  93. Fiscal 2025 Company Performance Metrics

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  94. Fiscal 2025 Company Performance Results and NEO Payouts

    Fiscal 2025 Company Performance Results and NEO Payouts As shown below, we exceeded our fiscal 2025 operating cash flow and non-GAAP income from operations targets, but did not meet our revenue target.

  95. Fiscal 2025 Company Performance Results and NEO Payouts

    | •Revenue of $37,895 million, was approximately 99.7% of our fiscal 2025 target; •Operating cash flow of $13,092 million, was approximately 103.5% of our fiscal 2025 target; and •Non-GAAP income from operations of $12,529 million, was approximately 101.5% of our fiscal 2025 target. |

  96. Annual Performance Cash Bonus Measures for Fiscal 2025 — Financial Measures and Attainment

    Annual Performance Cash Bonus Measures for Fiscal 2025 — Financial Measures and Attainment (Amounts in $ millions)

  97. Annual Performance Cash Bonus Measures for Fiscal 2025 — Financial Measures and Attainment

    | Financial Measures(1) | Fiscal 2024 | | Fiscal 2025 | | | | | | | | Target ($) | Actual(2)($) | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | Attainment Against Target (%) | Weighted Payout Percentage(3) (%) | | Revenue | 34,705 | 34,857 | 34,200 | 38,000 | 41,800 | 37,895 | 99.7 | 32.9 | | Operating Cash Flow | 8,320 | 10,234 | 9,488 | 12,650 | 15,813 | 13,092 | 103.5 | 35.7 | | Non-GAAP Income from Operations | 9,370 | 10,689 | 9,263 | 12,350 | 15,438 | 12,529(4) | 101.5 | 34.3 | | Total Formulaic Payout Percentage(5) | | | | | | | | 102.8% | | Final Payout Percentage (Reflecting Funding Cap) | | | | | | | | 100.0% |

  98. Annual Performance Cash Bonus Measures for Fiscal 2025 — Financial Measures and Attainment

    *For each percentage of achievement above or below target, the payout will be adjusted by (a) +/- 5% for revenue and (b) +/- 2% for operating cash flow and non-GAAP income from operations. As noted above, formulaic funding is capped at 100% for Company performance. 1.For purposes of the Bonus Plan, “Revenue” is defined as our GAAP revenues, as may be adjusted to exclude certain acquisitions; “Operating Cash Flow” is defined as our GAAP operating cash flow; and “Non-GAAP Income from Operations” is defined as our non-GAAP income from operations (revenues less cost of revenues and operating expenses, excluding the impact of stock-based compensation expense, amortization of acquisition-related intangible assets, and charges related to the restructuring plan), further excluding the impact of adjustments to the bonus payout percentage for amounts payable under the Bonus Plan, and as may be further adjusted for the impact of certain acquisitions. As a result, these financial metrics may differ from the financial results we report in our quarterly earnings release materials. See also Appendix A for an explanation of how non-GAAP income from operations, as reported in our quarterly earnings release materials, is calculated from our audited financials. 2.Results based on fiscal 2024 adjustments applicable to the bonus plan, as described in our 2024 proxy statement. 3.The payout percentages were 98.6%, 107.0%, and 102.9% for Revenue, Operating Cash Flow, and Non-GAAP Income from Operations, respectively. The weighted payout percentages are rounded to the nearest 1/10th. 4.Results based on fiscal 2025 adjustments applicable to the bonus plan, as described in note 1 above. 5.Represents the sum of the weighted payout percentages for each metric. However, as noted above, formulaic funding is capped at 100% for Company performance. Our achievement against our financial performance goals resulted in a formulaic payout percentage of approximately 102.8% of target for fiscal 2025. However, the actual payout percentage was reduced to 100% because funding for NEOs for Company performance is capped at 100% of target.

  99. Annual Performance Cash Bonus Measures for Fiscal 2025 — Financial Measures and Attainment

    | Salesforce, Inc. | 54 | 2025 Proxy Statement |

  100. Annual Performance Cash Bonus Measures for Fiscal 2025 — Financial Measures and Attainment

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  101. Annual Performance Cash Bonus Measures for Fiscal 2025 — Financial Measures and Attainment

    After reviewing individual performance and contributions for the year, including against each NEO’s performance objectives for the year, and the recommendations of the CEO (for NEOs other than himself) and Chief People Officer, the Compensation Committee approved individual performance multipliers of 100% for each NEO. As noted above, the individual performance multipliers are capped at 125% for each NEO. Taking these factors into account, the Compensation Committee approved fiscal 2025 bonus payments for each NEO at 100% of target opportunity, as set forth below.

  102. Annual Performance Cash Bonus Measures for Fiscal 2025 — Financial Measures and Attainment

    | NEO | | Target Annual Bonus Opportunity ($) | Company Performance: Final Payout Percentage Reflecting Funding Cap(1) (%) | | Individual Performance Multiplier (%) | Fiscal 2025 Actual Bonus Payment ($) | | Marc Benioff | 3,487,500 | | 100 | 100 | | 3,487,500 | | Amy Weaver | 1,575,000 | | 100 | 100 | | 1,575,000 | | Parker Harris | 1,250,000 | | 100 | 100 | | 1,250,000 | | Srinivas Tallapragada | 1,500,000 | | 100 | 100 | | 1,500,000 | | Brian Millham | 1,925,000 | | 100 | 100 | | 1,925,000 |

  103. Annual Performance Cash Bonus Measures for Fiscal 2025 — Financial Measures and Attainment

    1.Actual performance resulted in a formulaic payout percentage of approximately 102.8% of target prior to applying the funding cap.

  104. Fiscal 2025 Long-Term Equity Incentives

    Fiscal 2025 Long-Term Equity Incentives The Compensation Committee periodically reviews our equity compensation program from a market perspective as well as in the context of our overall compensation philosophy. When evaluating the long-term incentive mix for our NEOs, the Compensation Committee 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). Consistent with the annual long-term equity award mix for our NEOs in fiscal 2024, for fiscal 2025, we maintained a 60% PRSU weighting for Mr. Benioff, and a 50% PRSU weighting for all other NEOs.* *Mr. Millham’s fiscal 2025 award, up to his contractually required amount, was split evenly between stock options and RSUs per his pre-existing agreement, with the remaining value delivered in PRSUs.

  105. Fiscal 2025 Long-Term Equity Incentives

    | Salesforce, Inc. | 55 | 2025 Proxy Statement |

  106. Fiscal 2025 Long-Term Equity Incentives

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  107. Performance-Based Restricted Stock Units (PRSUs)

    Performance-Based Restricted Stock Units (PRSUs) Beginning in fiscal 2024, we transitioned from a PRSU program that paid out based on a single performance metric (relative TSR) to a program that pays out based on relative TSR and non-GAAP operating margin performance, weighted equally. The Compensation Committee believes that including an operational metric in addition to TSR better motivates our Executive Officers to focus on core operational performance, which our leaders are most able to directly influence, while continuing to align their interests with stockholders through the relative TSR metric. We selected non-GAAP operating margin because it is a key indicator of our performance as we continue to transform our Company and drive stockholder value through operating discipline and profitable growth.

  108. PRSU Performance Levels and Payout Scales

    PRSU Performance Levels and Payout Scales

  109. PRSU Performance Levels and Payout Scales

    | Performance Level* | Relative TSR PRSUs | Operating Margin PRSUs | Payout Percentage (as % of Target PRSUs) | | | TSR Percentile Rank v. PRSU Index Group over Three-Year Measurement Period | Operating Margin Performance (% of FY Non-GAAP Operating Margin Target) | | | | | (% of FY Non-GAAP | | | Below Threshold | Below 25th percentile | Below 85% of Target | 0% | | Threshold | ≥ 25th percentile | ≥ 85% of Target | 25% | | Target | ≥ 60th percentile | ≥ 100% of Target | 100% | | Maximum | ≥ 85th percentile | ≥ 115% of Target | 200% |

  110. PRSU Performance Levels and Payout Scales

    *Attainment between performance levels and the corresponding payout percentages is interpolated on a straight-line basis, and rounded to the nearest whole percentage. For Relative TSR PRSUs, there is no payout above target if our absolute TSR is negative. For Operating Margin PRSUs, threshold and maximum levels are equal to ~85% and ~115% of target, respectively (actual levels may differ slightly due to rounding to the tenth decimal). Relative TSR PRSUs. For the Relative TSR PRSUs granted in fiscal 2025, vesting is tied to our TSR performance compared to the Nasdaq-100 Index group of companies (the “PRSU Index Group”) over a three-year performance period. The final payout percentage ranges from 0% to 200% of target, based on the payout scale above. There is no payout if our relative TSR rank is below the 25th percentile, and target payout requires TSR outperformance at the 60th percentile compared to the PRSU Index Group over the three-year performance period. Payouts are capped at 100% of target if our absolute TSR is negative, regardless of our relative TSR percentile rank. Any earned Relative TSR PRSUs “cliff” vest on (or shortly after) the third anniversary of grant. Additional vesting rules apply in the event of a change of control of the Company, as described under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” below.

  111. PRSU Performance Levels and Payout Scales

    | Salesforce, Inc. | 56 | 2025 Proxy Statement |

  112. PRSU Performance Levels and Payout Scales

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  113. PRSU Performance Levels and Payout Scales

    Operating Margin PRSUs. For the Operating Margin PRSUs granted in fiscal 2025, vesting is tied to our non- GAAP operating margin performance for fiscal years 2025, 2026, and 2027. The final payout percentage ranges from 0% and 200% of target, based on the payout scale above. There is no payout if performance is below threshold (i.e., below ~85% of target). The final payout percentage is determined at the end of the three-year performance period, based on the average of the annual vesting achievement percentages for each fiscal year period. Any earned Operating Margin PRSUs “cliff” vest on (or shortly after) the third anniversary of grant. Additional vesting rules apply in the event of a change of control of the Company, as described under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” below.

  114. Fiscal 2025 Non-GAAP Operating Margin Performance

    Fiscal 2025 Non-GAAP Operating Margin Performance PRSUs Granted in Fiscal 2025. The table below shows the annual vesting achievement percentages for the fiscal 2025 tranche of the Fiscal 2025 OM PRSUs, based on fiscal 2025 non-GAAP operating margin performance. At the end of the three-year performance period, the average of the annual vesting achievement percentages for each fiscal year will be used to determine the final payout percentage for the Operating Margin PRSUs.

  115. Fiscal 2025 Non-GAAP Operating Margin Performance

    1.Non-GAAP operating margin for each fiscal year means the proportion of non-GAAP income from operations for the applicable fiscal year as a percentage of GAAP revenue for the applicable fiscal year, rounded to the nearest 1/10th percent. GAAP revenues for the applicable fiscal year are defined as GAAP revenues for the applicable fiscal year as reported by the Company in its financial statements on Form 10-K filed with the SEC. Non-GAAP income from operations for the applicable fiscal year is defined as GAAP income from operations for the applicable fiscal year as reported by the Company in its financial statements on Form 10-K filed with the SEC, excluding the impact of stock-based compensation expense (excluding stock-based compensation expense associated with a formal restructuring plan(s)), amortization of acquisition-related intangibles, and charges related to a formal restructuring plan(s) for the applicable fiscal year as reported by the Company in its financial statements on its Annual Report on Form 10-K filed with the SEC. See also Appendix A for a reconciliation of GAAP to non-GAAP financial metrics. 2.The average of the annual vesting achievement percentages for each fiscal year in the three-year performance period will be used to determine the final payout percentage for the OM PRSUs. PRSUs Granted in Fiscal 2024. The table below shows the annual vesting achievement percentages for the fiscal 2024 and fiscal 2025 tranches of the Fiscal 2024 OM PRSUs, based on our fiscal 2024 and fiscal 2025 non-GAAP operating margin performance. At the end of the three-year performance period, the average of the annual vesting achievement percentages for each fiscal year will be used to determine the final payout percentage for the Fiscal 2024 OM PRSUs. Any earned PRSUs will vest on April 22, 2026 or March 22, 2027 (for the PRSUs granted in January 2024), subject to the NEO’s continuous employment through the applicable vesting date.

  116. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) We also grant RSUs to our NEOs other than our CEO. RSUs align the interests of our NEOs with those of our stockholders and help manage the dilutive effect of our equity compensation program. Because RSUs have value to the recipient even in the absence of stock price appreciation, RSUs help us retain and incentivize employees during periods of market volatility and require us to grant fewer shares of common stock than stock options of equivalent grant date fair value. Our RSUs typically vest over a four-year period, and we believe that, like stock options, they help incentivize our NEOs to build value that can be sustained over time. Beginning in March 2024, RSU awards granted under our 2013 Equity Incentive Plan and 2014 Inducement Plan have dividend equivalent rights. The dividend equivalents will be paid in cash if and to the extent that the time-based vesting conditions have been met for the underlying RSUs.

  117. Stock Options

    Stock Options We have historically granted stock options to certain Executive Officers to align their interests with those of our stockholders. In fiscal 2025, the Compensation Committee granted stock options to Mr. Benioff, rather than RSUs, to maximize the alignment of his pay with performance. Mr. Millham also received stock options in fiscal 2025 per the terms of his retention agreement, as described in “—Pre-existing Retention Agreement with Mr. Millham” below. Because stock options generate value only to the extent the market price of our common stock increases during the period the option is outstanding, the Compensation Committee believes they are inherently performance-based and provide a strong incentive to build stockholder value over time.

  118. Vesting of Prior Performance Awards with Performance Periods Ending in Fiscal 2025

    Vesting of Prior Performance Awards with Performance Periods Ending in Fiscal 2025 PRSUs granted to our NEOs in fiscal 2022 were eligible to vest based on our TSR relative to the PRSU Index Group for the three-year performance period beginning on March 22, 2021, with any earned PRSUs vesting in April 2024. Our TSR for the three-year performance period ending March 22, 2024 was at the 54th percentile of the PRSU Index Group. As a result, 80% of the target PRSUs granted to our fiscal 2025 NEOs vested on April 15, 2024.

  119. Fiscal 2025 Long-Term Equity Award Decisions

    Fiscal 2025 Long-Term Equity Award Decisions As discussed above, when making annual compensation decisions, the Compensation Committee (1) reviews Company performance over the prior year; (2) assesses individual performance for each NEO, as well as the NEO’s role and responsibilities; and (3) reviews a comprehensive analysis of our executive compensation program using comparative market and peer group data to evaluate the long-term incentives and target total direct compensation of our NEOs. After considering these factors, in March 2024, the Compensation Committee approved fiscal 2025 long-term equity awards for our NEOs. The table below shows the intended target values of these awards.

  120. Fiscal 2025 Long-Term Equity Award Decisions

    | Salesforce, Inc. | 59 | 2025 Proxy Statement |

  121. Fiscal 2025 Long-Term Equity Award Decisions

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  122. Fiscal 2025 Long-Term Equity Award Decisions

    | | Intended Target Values(1) | | | | | NEO | Fiscal 2025 PRSUs ($) | Fiscal 2025 Stock Options ($) | Fiscal 2025 RSUs ($) | Total Target Value ($) | | Marc Benioff | 26,100,000 | 17,400,000 | — | 43,500,000 | | Amy Weaver | 7,500,000 | — | 7,500,000 | 15,000,000 | | Parker Harris | 6,250,000 | — | 6,250,000 | 12,500,000 | | Srinivas Tallapragada | 7,500,000 | — | 7,500,000 | 15,000,000 | | Brian Millham | 6,000,000 | 6,000,000 | 6,000,000 | 18,000,000 |

  123. Fiscal 2025 Long-Term Equity Award Decisions

    1.The values are the intended total target values of fiscal 2025 annual long-term equity awards and differ from the values reflected in the Fiscal 2025 Summary Compensation Table, which are reported in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), as described in the footnotes to the Fiscal 2025 Summary Compensation Table below. Fiscal 2025 Equity Awards for Mr. Benioff. In determining the value of Mr. Benioff’s fiscal 2025 equity awards, the Compensation Committee considered the factors above, including the Company’s strong performance in fiscal 2024, a market competitive review of peer company and other data, and Mr. Benioff’s performance. In light of the Company’s successful transformation actions to date, strong financial performance under Mr. Benioff’s leadership as sole CEO, and the critical strategic vision he brings to lead the Company through its next evolution with AI and Data Cloud, the Compensation Committee approved a long-term target incentive opportunity for Mr. Benioff that it targeted to be market-competitive for experienced talent based on peer group benchmarks. In determining the value of this award, the Compensation Committee considered Mr. Benioff’s proven track record of stockholder value creation since the Company’s inception, our current transformation priorities, and the need to incentivize significant outperformance at this stage in our evolution. The Compensation Committee believes that the size and structure of the fiscal 2025 equity awards appropriately align Mr. Benioff’s long-term compensation opportunity with the Company’s financial performance and, as with Mr. Benioff’s overall compensation arrangements, are in the best interests of the Company and its stockholders. Fiscal 2025 Equity Awards for Other NEOs. After considering the factors discussed above, including the Company’s strong performance in fiscal 2024 and a market competitive review of peer company and other data, as well as rapidly intensifying competition for high caliber executive talent with demonstrated accomplishments in bringing AI technologies to the market, the Compensation Committee increased the target values of the fiscal 2025 long-term equity awards for our other NEOs. These adjustments resulted in higher target values compared to fiscal 2024, when the Compensation Committee made across-the-board reductions to the fiscal 2024 long-term equity awards for NEOs then in service (other than as contractually required) based on Company performance at the time. As in fiscal 2024, Mr. Millham’s fiscal 2025 compensation was governed by his pre-existing retention agreement, which requires that he be granted stock options and RSUs with a total target value of $12 million. See “—Pre-existing Retention Agreement with Mr. Millham” below for additional information. After evaluating Mr. Millham’s performance over fiscal 2024, including his pivotal role in overseeing Salesforce’s global transformation efforts as President and Chief Operating Officer, the Compensation Committee approved a fiscal 2025 long-term equity award with an intended total target value of $18 million. The Compensation Committee believed it was important to grant Mr. Millham PRSUs to align his compensation and incentives to other NEOs, and therefore split the target value of his fiscal 2025 award evenly between PRSUs, stock options, and RSUs. Mr. Millham will forfeit these PRSUs when he transitions to a non-employee advisor role in May 2025.

  124. Fiscal 2025 Long-Term Equity Award Decisions

    | Salesforce, Inc. | 60 | 2025 Proxy Statement |

  125. Fiscal 2025 Long-Term Equity Award Decisions

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  126. Pre-existing Retention Agreement with Mr. Millham

    Pre-existing Retention Agreement with Mr. Millham In February 2021, prior to becoming an Executive Officer, Mr. Millham received an exceptionally strong offer for a high-profile leadership position at a high growth company. The CEO and other members of management then met with the Compensation Committee and discussed, among other things, Mr. Millham’s extraordinary contributions to the Company throughout his over twenty-year tenure at the time, his deep relationships with key customers, his leadership of the Company’s distribution organization, the potential for him to take on additional responsibilities as part of broader leadership team succession planning, and the potential adverse impacts to the Company if he were to depart. The Compensation Committee agreed that it was in the best interests of stockholders and the Company to retain Mr. Millham. Accordingly, the CEO and other members of management negotiated a competitive retention package with Mr. Millham (the “Millham Agreement”), subject to the Compensation Committee’s approval. The Compensation Committee then reviewed relevant market data comparisons, received input from its independent advisor, and considered the factors outlined above and approved the Millham Agreement. Per the terms of the Millham Agreement, Mr. Millham’s annual equity grants are required to have a value of no less than $12 million per year, split evenly between options and RSUs. Annual equity awards in excess of that amount may be granted in the form of PRSUs. The Millham Agreement provides for a one-time retention bonus payable in four equal annual installments of $2.5 million each through 2025, subject to Mr. Millham’s continued employment through each applicable payment date. Mr. Millham received the first, second, and third payments of the retention bonus in September 2022, 2023, and 2024, respectively. In connection with his retirement from the Company and transition to a non-employee advisor role in May 2025, Mr. Millham will forfeit his right to receive the final installment of the retention bonus otherwise due to be paid in September 2025. As previously disclosed and included in the applicable compensation tables below, Mr. Millham was granted a retention equity award in February 2021 consisting of an option that vests over four years, subject to Mr. Millham’s continued service through each applicable vesting date. Mr. Millham also is entitled to payments and benefits upon certain qualifying terminations of employment in accordance with the terms of the Millham Agreement, as described below under “—Employment Contracts and Certain Transactions—Millham Agreement.” Under the terms of this agreement, when Mr. Millham transitions to a non-employee advisor role in May 2025, he will not receive any compensation for his services as a non-employee advisor other than continued vesting of outstanding and unvested stock option and RSU awards, as described below under “—Employment Contracts and Certain Transactions—Millham Agreement.”

  127. Changes to Our Fiscal 2026 Incentive Program

    Changes to Our Fiscal 2026 Incentive Program As part of our ongoing commitment to drive performance and align executive compensation with strategic priorities and stockholder interests, the Compensation Committee made significant changes to our fiscal 2026 incentive program, as outlined below. These changes were made in consultation with the Compensation Committee’s independent compensation consultant taking into account stockholder feedback. Our Proxy Statement for the 2026 Annual Meeting will provide additional detail on the fiscal 2026 incentive program for our NEOs. Following its March 2025 annual compensation review, the Compensation Committee implemented key changes to the fiscal 2026 long-term equity incentive program to strengthen the program’s performance orientation, particularly in support of our Agentforce and Data Cloud strategy. These enhancements include: •Introduced performance options for all NEOs, earned based on attainment against a one-year Agentforce and Data Cloud performance metric designed to directly link payouts to rapid adoption of the AI technologies that form the foundation of our future strategy, with any earned options subject to service-based vesting over four years; •Fiscal 2026 PRSUs (1) incorporate a new operating metric that measures both subscription and support revenue growth and non-GAAP operating margin (instead of just non-GAAP operating margin), further emphasizing our focus on profitable growth, and (2) maintain our three-year relative TSR metric; •100% of the CEO’s fiscal 2026 long-term equity award will be earned based on performance measured against financial metrics or relative TSR performance, with the target award delivered 67% in PRSUs and 33% in performance options; and •Other NEOs’ long-term equity award mix now includes performance options, while maintaining a 50% performance-based weighting (33% PRSUs and 17% performance options). We also redesigned our fiscal 2026 annual performance bonus program to more directly link payouts to profitable growth and strategic execution. Under the new design, payouts are based on two equally weighted financial metrics—subscription and support revenue and non-GAAP operating income—adjusted by a strategic multiplier based on an assessment against strategic objectives aligned to our strategy and priorities for a given fiscal year. To further drive outperformance and alignment with stockholder interests, as well as the competitiveness of our compensation program, attainment against financial and strategic objectives results will be capped at 150% of target funding, an increase from our prior cap of 100%, and within our peer group and market benchmarks.

  128. Fiscal 2026 Base Salaries and Target Bonus Opportunities

    Fiscal 2026 Base Salaries and Target Bonus Opportunities Fiscal 2026 base salaries and target bonus opportunities, expressed as a percentage of base salary, for our current NEOs are set forth below. The Compensation Committee did not increase base salaries or target bonus opportunities for our current NEOs other than for Mr. Tallapragada, due to his expanded scope and responsibilities as President and Chief Engineering and Customer Success Officer with oversight of engineering, customer success, technical support, and professional services. The table below also includes the fiscal 2026 base salary and target bonus opportunity for Ms. Washington, who assumed the role of President and Chief Operating & Financial Officer in March 2025.

  129. Fiscal 2026 Base Salaries and Target Bonus Opportunities

    | NEO | Fiscal 2026 Base Salary ($) | Change in Base Salary from Fiscal 2025 | Fiscal 2026 Target Cash Bonus Opportunity (as % of Base Salary) | Change in Target Cash Bonus Percentage from Fiscal 2025 | | Marc Benioff | 1,550,000 | No change | 225% | No change | | Parker Harris | 1,000,000 | No change | 125% | No change | | Srinivas Tallapragada | 1,100,000 | 10.0% | 175% | 16.7% | | Robin Washington* | 1,100,000 | N/A | 175% | N/A |

  130. Fiscal 2026 Base Salaries and Target Bonus Opportunities

    *Ms. Washington was appointed President and Chief Operating and Financial Officer effective March 21, 2025 and was not a fiscal 2025 NEO.

  131. Fiscal 2026 Long-Term Equity Incentive Awards

    Fiscal 2026 Long-Term Equity Incentive Awards As part of its March 2025 annual compensation review, the Compensation Committee approved fiscal 2026 long-term equity incentive awards for our current NEOs after evaluating market and peer data and the factors described above. The total target intended value of Mr. Benioff’s award was $36 million, approximately 17% lower than his fiscal 2025 award. The Compensation Committee believes this amount represents a market competitive compensation level based on the Company’s refreshed peer group comparable data. The Compensation Committee approved an increase to Mr. Tallapragada’s fiscal 2026 award after considering his expanded scope and responsibilities as President and Chief Engineering and Customer Success Officer and reviewing relevant market and peer data. The fiscal 2026 award for Mr. Harris is consistent with fiscal 2025 levels. The table below also includes the total target intended value of the long-term equity award for Ms. Washington, which was granted in accordance with her February 5, 2025 offer letter.

  132. Target Value of Fiscal 2026 Long-Term Equity Incentive Awards(1)(2)

    Target Value of Fiscal 2026 Long-Term Equity Incentive Awards(1)(2)

  133. Target Value of Fiscal 2026 Long-Term Equity Incentive Awards(1)(2)

    | NEO | Fiscal 2026 PRSUs ($) | Fiscal 2026 Performance Stock Options ($) | Fiscal 2026 RSUs ($) | Total Fiscal 2026 Intended Target Equity Value ($) | | Marc Benioff | 24,000,000 | 12,000,000 | — | 36,000,000 | | Parker Harris | 4,166,667 | 2,083,333 | 6,250,000 | 12,500,000 | | Srinivas Tallapragada | 6,000,000 | 3,000,000 | 9,000,000 | 18,000,000 | | Robin Washington* | 6,000,000 | 3,000,000 | 9,000,000 | 18,000,000 |

  134. Target Value of Fiscal 2026 Long-Term Equity Incentive Awards(1)(2)

    *Ms. Washington was appointed President and Chief Operating and Financial Officer effective March 21, 2025 and was not a fiscal 2025 NEO. 1.Values are the intended target values of fiscal 2026 annual equity awards and, in accordance with FASB ASC Topic 718, may differ from the values reported in the Summary Compensation Table for fiscal 2026 or the values actually realized. These awards were granted on March 22, 2025. Performance stock options were granted with a per share exercise price of $280.62. 2.Mr. Millham was granted an equity award on March 22, 2025 with a total intended target value of $12 million, split evenly between RSUs and stock options, as contractually required under his retention agreement (described above under “—Pre-existing Retention Agreement with Mr. Millham”). Stock options were granted with a per share exercise price of $280.62.

  135. Target Value of Fiscal 2026 Long-Term Equity Incentive Awards(1)(2)

    | Salesforce, Inc. | 65 | 2025 Proxy Statement |

  136. Target Value of Fiscal 2026 Long-Term Equity Incentive Awards(1)(2)

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  137. Equity Award Grant Practices and Grant Timing

    Equity Award Grant Practices and Grant Timing The majority of our equity awards are granted on an annual basis, typically in March, although this practice has varied in the past for administrative reasons, and may vary in the future. New hire and ad hoc awards are generally granted monthly throughout the fiscal year, based on business needs, with these grants typically made on the 22nd day of the month, although this practice has varied in the past and may vary in the future. In addition, eligible employees (other than our Executive Officers) may voluntarily enroll in our Employee Stock Purchase Plan and receive an option to purchase shares of Company common stock at a discount using payroll deductions accumulated over the applicable purchase periods. The Company does not have a practice or policy of granting equity awards in anticipation of the release of material non-public information, and the Company does not time the release of material non-public information in coordination with grants of equity awards to affect the value of our executive’s compensation. In line with our policies, during fiscal 2025, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards and did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2025, we did not grant option awards during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information.

  138. Post-Employment Compensation

    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 NEOs 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 NEOs facing uncertainties about their future employment and distractions resulting from concern over how the potential transaction might affect them. To allow our NEOs 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 if their employment is terminated 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 an Executive Officer’s effective release of claims against 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 NEOs’ focus on building stockholder value. Upon a qualifying termination of employment during the change of control period, these agreements provide each of our current NEOs with a payment equal to 150% (or 200% for Mr. Benioff) of his or her annual base salary and target cash bonus, Company-paid premiums for health care continuation coverage for a period of up to 18 months (or 24 months for Mr. Benioff) following termination of employment, and the full and immediate vesting of all outstanding and unvested equity awards, with the number of PRSUs that vest determined as set forth under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” below. In establishing these terms and conditions, the Compensation Committee and the other independent directors considered competitive market data and governance best practices information provided by the compensation consultant. They also evaluated the cost of these arrangements and the potential payout levels to each affected NEO under various scenarios. In approving these agreements, they determined that the cost to us and our stockholders was reasonable and not excessive, in light of the benefits to the Company and its stockholders. The Compensation

  139. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow FASB ASC Topic 718 in connection with the financial reporting of our stock options and other stock-based awards. FASB 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. FASB 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 considers the overall program cost, which includes the associated compensation expense for financial reporting purposes.

  140. Summary Compensation Table

    Summary Compensation Table The following table sets forth, for fiscal 2025 and the two prior fiscal years, the compensation reportable for our NEOs, as determined under SEC rules.

  141. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(4) ($) | Total ($) | | Marc Benioff Chair of the Board and CEO | 2025 | 1,550,000 | 2,500(5) | 28,028,587 | 17,400,069 | 3,487,500 | 4,606,000 | 55,074,656 | | | 2024 | 1,550,000 | 2,500 | 16,338,290 | 14,000,033 | 3,100,000 | 4,651,350 | 39,642,173 | | | 2023 | 1,550,000 | 3,750 | 14,760,156 | 9,840,007 | 2,170,000 | 1,544,980 | 29,868,893 | | Amy Weaver Former President and CFO | 2025 | 1,050,000 | — | 15,640,564 | — | 1,575,000 | 16,888 | 18,282,452 | | | 2024 | 1,000,000 | — | 10,269,502 | — | 1,000,000 | 6,072 | 12,275,574 | | | 2023 | 1,000,000 | — | 7,000,150 | 7,000,007 | 700,000 | 7,317 | 15,707,474 | | Parker Harris Co-Founder and Chief Technology Officer, Slack | 2025 | 1,000,000 | — | 13,227,812 | — | 1,250,000 | — | 15,477,812 | | | 2024 | 1,000,000 | — | 10,269,502 | — | 1,000,000 | — | 12,269,502 | | | 2023 | 1,000,000 | — | 7,000,150 | 7,000,007 | 700,000 | — | 15,700,157 | | Srinivas Tallapragada President and Chief Engineering and Customer Success Officer | 2025 | 1,000,000 | — | 15,640,564 | — | 1,500,000 | 12,428 | 18,152,992 | | | 2024 | 1,000,000 | — | 10,269,502 | — | 1,000,000 | 5,000 | 12,274,502 | | | 2023 | 1,000,000 | — | 7,000,150 | 7,000,007 | 700,000 | 5,000 | 15,707,157 | | Brian Millham Former President and COO | 2025 | 1,100,000 | 2,500,000(6) | 11,583,216 | 6,000,056 | 1,925,000 | 284,374 | 23,392,646 | | | 2024 | 900,000 | 2,500,000 | 6,000,051 | 6,000,030 | 900,000 | 121,392 | 16,421,473 | | | 2023 | 900,000 | 2,500,000 | 5,957,788 | 6,557,060 | 630,000 | 36,840 | 16,581,688 |

  142. Summary Compensation Table

    1.Represents the aggregate grant date fair value of RSUs and PRSUs. The grant date fair value is determined for financial statement reporting purposes in accordance with FASB ASC Topic 718, and the amounts shown may not reflect the actual value realized by the recipient. PRSU and RSU values are included in this column to the extent the awards have a grant date under FASB ASC Topic 718 in fiscal 2025. The grant date fair value for the TSR component of PRSUs (“Relative TSR PRSUs”) reflected in the table above is calculated by multiplying the target number of shares subject to the Relative TSR PRSUs by the estimated fair value using a Monte Carlo valuation method pursuant to FASB ASC Topic 718, as described in footnote 2 below. The grant date fair value for the non-GAAP operating margin component of the PRSUs (the “OM PRSUs”) reflected in the table above is calculated by multiplying the target number of shares subject to the OM PRSUs by the closing price of one share of our common stock on the grant date. The grant date fair value for the OM PRSUs reported in the table above, assuming maximum performance will be achieved, is $23,539,993 for Mr. Benioff, $6,936,616 for Ms. Weaver, $6,167,807 for Mr. Harris, $6,936,616 for Mr. Tallapragada, and $3,690,162 for Mr. Millham. The grant date fair value 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 grant date. For additional information on the OM PRSU values included in this column, see footnote 3 to the fiscal 2025 “Grants of Plan-Based Awards Table” below. The grant date fair value for the remaining portion, if any, of these OM PRSUs will be reported in the Summary Compensation Table in the fiscal year(s) in which the performance goals are approved.

  143. Summary Compensation Table

    | Salesforce, Inc. | 70 | 2025 Proxy Statement |

  144. Summary Compensation Table

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  145. Summary Compensation Table

    2.The Monte Carlo valuation method simulates a range of possible future stock prices for Salesforce and each company in the PRSU Index Group over the relevant three-year performance periods using certain factual data and an assumed risk-free interest rate. For the Relative TSR PRSUs granted in fiscal 2025 (a) the expected term was based on the simulation period of 2.86 years, (b) the expected volatility of 33.19%, was based on the Company’s historical stock price volatility over the period equal to 2.86 years prior to the date of grant, and implied volatility on call options for the Company and the PRSU Index Group, consistent with the methodology addressed in FASB ASC Topic 718-10-55-37, and (c) the expected dividend rate for Salesforce’s stock was based on a dividend yield of 0.52%. In addition to the foregoing, the risk-free rate of interest was 4.34%, derived from prevailing interest rates on zero-coupon U.S. Treasury Bills for corresponding maturities. Based on this methodology, the valuation of the Relative TSR PRSUs was $415.64 for the fiscal 2025 PRSUs. 3.Amounts reported do not reflect compensation actually received by the NEO. Instead, the amounts reported are the grant date fair value of stock options granted to NEOs pursuant to FASB ASC Topic 718, excluding estimated forfeitures. The assumptions used to calculate the value of option awards are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2025 filed with the SEC on March 5, 2025. 4.Details about the amounts in the “All Other Compensation” column for fiscal 2025 are set forth in the table below.

  146. Summary Compensation Table

    | Named Executive Officer | 401(k) Contribution(A) ($) | Other Benefits(B) ($) | Tax Gross-Ups(C) ($) | Aircraft Usage(D) ($) | Personal Security(E) ($) | Total ($) | | Marc Benioff | 6,000 | — | — | 547,841 | 4,052,159 | 4,606,000 | | Amy Weaver | 5,250 | 3,218 | 6,154 | — | 2,266 | 16,888 | | Parker Harris | — | — | — | — | — | — | | Srinivas Tallapragada | 5,000 | 3,503 | 3,925 | — | — | 12,428 | | Brian Millham | 6,000 | 124,252 | 145,143 | 8,979 | — | 284,374 |

  147. Summary Compensation Table

    A.Includes Company matching and employer contributions under the Company 401(k) plan, which were made on the same basis as for other employees in the 401(k) plan. B.Represents costs related to attendance, including attendance by family members in Mr. Millham’s and Ms. Weaver’s case, at certain motivational Company sales team and Company leadership events (collectively, “Company Leadership Events”). C.For Ms. Weaver, represents a tax gross-up associated with costs paid by the Company for security benefits ($2,543) and to attend Company Leadership Events ($3,611). For Mr. Tallapragada and Mr. Millham, amounts represent a tax gross-up associated with costs to attend Company Leadership Events. D.For Mr. Benioff, represents the aggregate incremental cost to the Company attributable to Mr. Benioff’s work-related travel on private aircraft primarily between the location of his permanent residence and the Company’s headquarters in San Francisco, California, or other business destinations. The Company considers this travel to be business-related travel and the associated costs to be appropriate business expenses; however, certain portions of this travel may be deemed to be in the nature of commuting, and therefore compensatory and reportable as a perquisite under SEC rules. Accordingly, for purposes of determining the value reported as “All Other Compensation,” we calculated the aggregate incremental cost of flight time that, on a net basis, is attributable to work-related travel to or from the residential location and include: (1) for travel on Mr. Benioff’s aircraft, the amount reimbursed to Mr. Benioff under the Time Sharing Agreement that is described under “—Employment Contracts and Certain Transactions—Related Party and Other Transactions” below (excluding reimbursed amounts attributable to other business use of the aircraft as described under “Related Party and Other Transactions”), and (2) for travel on corporate aircraft, hourly flight charges, fuel costs and surcharges, and other trip-associated costs such as landing fees and other miscellaneous costs. For Mr. Millham, represents the aggregate incremental cost to the Company attributable to work-related travel to or from a residential location on corporate aircraft. For purposes of determining the aggregate incremental cost, we calculated the net aggregate incremental cost of flight time attributable to work-related travel in the same manner as described under clause (2) of the preceding sentence. Occasionally, guests of NEOs may accompany them or other Salesforce employees, at no incremental cost to the Company, on corporate aircraft used for business purposes. E.For Mr. Benioff, this amount represents an allocation of costs paid by the Company for security arrangements provided for Mr. Benioff that are in addition to security arrangements provided while at work or on business travel. For fiscal 2025, this amount reflects certain ongoing security expenses allocable to the Company which, prior to fiscal 2024, were not invoiced to the Company. We believe that costs associated with this security program are reasonable and for the Company’s benefit, and that they are a necessary and appropriate business expense. For Ms. Weaver, this amount represents costs paid by the Company for personal security benefits. 5.Represents the value of a patent bonus awarded to Mr. Benioff. 6.Represents an installment of a retention bonus paid to Mr. Millham pursuant to his pre-existing retention agreement described in the Compensation Discussion and Analysis above.

  148. Summary Compensation Table

    | Salesforce, Inc. | 71 | 2025 Proxy Statement |

  149. Summary Compensation Table

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  150. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information on all plan-based awards granted to the NEOs during fiscal 2025.

  151. Grants of Plan-Based Awards Table

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3)(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards(5) ($) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | Name | Grant Date | Approval Date(1) | Threshold (#) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Marc Benioff | N/A | N/A | — | 3,487,500 | 4,359,375 | — | — | — | — | — | — | — | | | 03/20/24(7) | 04/08/23 | — | — | — | 1,553 | 6,212 | 12,424 | — | — | — | 1,901,369 | | | 03/20/24(7) | 01/29/24 | — | — | — | 1,505 | 6,020 | 12,040 | — | — | — | 1,842,602 | | | 03/22/24(8) | 03/20/24 | — | — | — | — | — | — | — | 169,478 | 307.77 | 17,400,069 | | | 03/22/24(7) | 03/20/24 | — | — | — | 6,519 | 26,078 | 52,156 | — | — | — | 8,026,026 | | | 03/22/24(9) | 03/20/24 | — | — | — | 9,779 | 39,117 | 78,234 | — | — | — | 16,258,590 | | Amy Weaver | N/A | N/A | — | 1,575,000 | 1,968,750 | — | — | — | — | — | — | — | | | 03/20/24(7) | 04/08/23 | — | — | — | 949 | 3,796 | 7,592 | — | — | — | 1,161,880 | | | 03/22/24(7) | 03/20/24 | — | — | — | 1,873 | 7,494 | 14,988 | — | — | — | 2,306,428 | | | 03/22/24(9) | 03/20/24 | — | — | — | 2,810 | 11,241 | 22,482 | — | — | — | 4,672,209 | | | 03/22/24(10) | 03/20/24 | — | — | — | — | — | — | 24,369 | — | — | 7,500,047 | | Parker Harris | N/A | N/A | — | 1,250,000 | 1,562,500 | — | — | — | — | — | — | — | | | 03/20/24(7) | 04/08/23 | — | — | — | 949 | 3,796 | 7,592 | — | — | — | 1,161,880 | | | 03/22/24(7) | 03/20/24 | — | — | — | 1,561 | 6,245 | 12,490 | — | — | — | 1,922,024 | | | 03/22/24(9) | 03/20/24 | — | — | — | 2,342 | 9,368 | 18,736 | — | — | — | 3,893,715 | | | 03/22/24(10) | 03/20/24 | — | — | — | — | — | — | 20,308 | — | — | 6,250,193 | | Srinivas Tallapragada | N/A | N/A | — | 1,500,000 | 1,875,000 | — | — | — | — | — | — | — | | | 03/20/24(7) | 04/08/23 | — | — | — | 949 | 3,796 | 7,592 | — | — | — | 1,161,880 | | | 03/22/24(7) | 03/20/24 | — | — | — | 1,873 | 7,494 | 14,988 | — | — | — | 2,306,428 | | | 03/22/24(9) | 03/20/24 | — | — | — | 2,810 | 11,241 | 22,482 | — | — | — | 4,672,209 | | | 03/22/24(10) | 03/20/24 | — | — | — | — | — | — | 24,369 | — | — | 7,500,047 | | Brian Millham | N/A | N/A | — | 1,925,000 | 2,406,250 | — | — | — | — | — | — | — | | | 03/22/24(7) | 03/20/24 | — | — | — | 1,498 | 5,995 | 11,990 | — | — | — | 1,845,081 | | | 03/22/24(8) | 03/20/24 | — | — | — | — | — | — | — | 58,441 | 307.77 | 6,000,056 | | | 03/22/24(9) | 03/20/24 | — | — | — | 2,248 | 8,993 | 17,986 | — | — | — | 3,737,851 | | | 03/22/24(10) | 03/20/24 | — | — | — | — | — | — | 19,496 | — | — | 6,000,284 |

  152. Grants of Plan-Based Awards Table

    1.This column reflects the effective date for which the Compensation Committee approved all material terms of each grant of stock options, RSUs, and PRSUs, except PRSU performance goals for subsequent fiscal years which were approved at the later date reflected in the “Grant Date” column. For financial reporting purposes, equity awards are measured at fair value on the grant date

  153. Grants of Plan-Based Awards Table

    | Salesforce, Inc. | 72 | 2025 Proxy Statement |

  154. Grants of Plan-Based Awards Table

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  155. Grants of Plan-Based Awards Table

    as defined by FASB ASC Topic 718. In addition, this column reflects the effective date as of which the Compensation Committee approved all material terms of each stock option and RSU award. 2.The Company’s non-equity incentive plan awards, and how they were determined under the Annual Performance Bonus Plan, are based upon a formula that may include some discretion as to amounts paid, as discussed above under “Compensation Discussion and Analysis—Fiscal 2025 Compensation for Named Executive Officers—Annual Performance-Based Cash Bonuses.” “Maximum” amounts shown reflect a 125% individual multiplier limit on payouts to executive officers. Actual amounts paid for fiscal 2025 were equal to 100% of target, as reflected in the Summary Compensation Table. 3.As described in the “Compensation Discussion and Analysis” above, PRSUs are earned and eligible to vest based on our TSR ranking relative to the PRSU Index Group measured over a three-year performance period, and our non-GAAP operating margin performance for three annual measurement periods tied to each fiscal year in the three-year performance period. Any earned PRSUs become eligible to cliff vest after the end of the applicable three-year performance period, on April 22, 2026 for PRSUs with an Approval Date of April 8, 2023 (the “FY24 OM PRSUs”) or March 22, 2027 for PRSUs with an Approval Date of January 29, 2024 (the “FY24 CEO OM PRSUs”) and March 20, 2024 (the “FY25 OM PRSUs”). Amounts in this table represent the threshold, target and maximum units for PRSUs with a grant date established under FASB ASC Topic 718 in fiscal 2025. Because the grant date under FASB ASC Topic 718 occurs when the applicable performance goals are approved, the target number of PRSUs is calculated based on the portion of an award for which performance targets were set in fiscal 2025 as follows:

  156. Grants of Plan-Based Awards Table

    | PRSU Grants | Approval Date | Goals Established in Fiscal 2025: Tranche - Measurement Period | Portion of Target Number of PRSUs Subject to Total PRSU Award | | FY24 OM PRSUs (NEOs except Mr. Millham) | 4/8/2023 | Tranche 3 - Fiscal 2026 | 1/6th | | FY24 CEO OM PRSUs | 1/29/2024 | Tranche 2 - Fiscal 2026 | 1/6th | | FY25 OM PRSUs (All NEOs) | 3/20/2024 | Tranches 1 and 2 - Fiscal 2025 and Fiscal 2026 | 2/6ths | | FY25 Relative TSR PRSUs (All NEOs) | 3/20/2024 | Fiscal 2025 through Fiscal 2027 | 3/6ths |

  157. Grants of Plan-Based Awards Table

    For additional detail regarding the terms of our PRSUs, including the PRSUs approved by the Compensation Committee in fiscal 2025, see the discussion above under “Compensation Discussion and Analysis—Fiscal 2025 Long-Term Equity Incentives.” 4.All RSUs, PRSUs, and stock options were granted under our stockholder-approved 2013 Equity Incentive Plan. 5.The exercise price of the stock options is equal to the closing market price of our common stock on the grant date or, if the grant date is not a trading day, the closing price on the most recent trading day preceding the grant date. 6.Amounts determined in accordance with FASB ASC Topic 718. For RSUs, represents the aggregate grant date fair value calculated by multiplying the number of shares subject to the award by the closing price of one share of our common stock on the grant date. The assumptions used to calculate the value of option awards are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2025 filed with the SEC on March 5, 2025. Regardless of the reported value of a stock option on the grant date, the actual value realized will depend on the excess, if any, of the market value of our common stock over the exercise price if and when the option is exercised. For Relative TSR PRSUs the aggregate grant date fair value 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. For further information on the Monte Carlo valuation method, please see footnote 2 to the Summary Compensation Table for Fiscal 2025 above. For OM PRSUs with a grant date established under FASB ASC Topic 718 in fiscal 2025, the aggregate grant date fair value is calculated by multiplying the target number of shares subject to the OM PRSUs by the closing price of one share of our common stock on the grant date. 7.Represents OM PRSUs with a grant date established under FASB ASC Topic 718 in fiscal 2025. Accordingly, amounts reflect (i) the third tranche of the FY24 OM PRSUs, (ii) the second tranche of the FY24 CEO OM PRSUs, and (iii) the first two tranches of the FY25 OM PRSUs. Any earned OM PRSUs are eligible to vest on April 22, 2026, March 22, 2027, and March 22, 2027, respectively. 8.Represent stock options that vest over four years; 1/4th of the award vests on the first anniversary of the grant date, and the remaining 3/4ths vests in equal monthly installments thereafter until the award is fully vested, subject to the NEO’s continued service through each applicable vesting date. 9.Represents the Relative TSR PRSUs granted in fiscal 2025. Any earned Relative TSR PRSUs are eligible to vest on March 22, 2027. 10.Represents RSUs that vest over four years; 1/4th of the award vests on the first anniversary of the grant date, and 1/16th vests quarterly thereafter until the award is fully vested, subject to the NEO’s continued service through each applicable vesting date.

  158. Grants of Plan-Based Awards Table

    | Salesforce, Inc. | 73 | 2025 Proxy Statement |

  159. Grants of Plan-Based Awards Table

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  160. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    Outstanding Equity Awards at Fiscal 2025 Year-End Table The following table provides information about outstanding equity awards held by our NEOs as of January 31, 2025.

  161. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name and Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(3) ($) | | Marc Benioff | | | | | | | | | | 03/22/2019 | 195,872 | — | 161.50 | 03/22/2026 | — | — | — | — | | 04/22/2020 | 201,782 | — | 154.14 | 04/22/2027 | — | — | — | — | | 03/22/2021 | 151,666 | 6,595 | 215.17 | 03/22/2028 | — | — | — | — | | 06/22/2022 | 123,236 | 67,582 | 167.45 | 06/22/2029 | — | — | 157,812(5) | 53,924,360 | | 03/22/2023 | 44,830 | 52,981 | 186.51 | 03/22/2030 | — | — | — | — | | 04/08/2023 | — | — | — | — | — | — | 37,276(6) | 12,737,209 | | 04/08/2023 | — | — | — | — | — | — | 24,850(7) | 8,491,245 | | 01/29/2024 | 22,508 | 67,522 | 287.86 | 01/29/2031 | — | — | — | — | | 01/29/2024 | — | — | — | — | — | — | 36,120(8) | 12,342,204 | | 01/29/2024 | — | — | — | — | — | — | 12,040(9) | 4,114,068 | | 03/20/2024 | — | — | — | — | — | — | 12,040(10) | 4,114,068 | | 03/20/2024 | — | — | — | — | — | — | 12,424(11) | 4,245,281 | | 03/22/2024 | — | 169,478 | 307.77 | 03/22/2031 | — | — | — | — | | 03/22/2024 | — | — | — | — | — | — | 78,234(12) | 26,732,558 | | 03/22/2024 | — | — | — | — | — | — | 52,156(13) | 17,821,705 |

  162. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | Salesforce, Inc. | 74 | 2025 Proxy Statement |

  163. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  164. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name and Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(3) ($) | | Amy Weaver | | | | | | | | | | 03/22/2021 | 5,945 | 4,397 | 215.17 | 03/22/2028 | 872 | 297,962 | — | — | | 03/22/2022 | 22,490 | 31,486 | 218.21 | 03/22/2029 | 5,013 | 1,712,942 | 30,318(5) | 10,359,661 | | 04/08/2023 | — | — | — | — | 16,068 | 5,490,436 | — | — | | 04/08/2023 | — | — | — | — | — | — | 22,780(6) | 7,783,926 | | 04/08/2023 | — | — | — | — | — | — | 15,188(7) | 5,189,740 | | 03/20/2024 | — | — | — | — | — | — | 7,592(11) | 2,594,186 | | 03/22/2024 | — | — | — | — | 24,369 | 8,326,887 | — | — | | 03/22/2024 | — | — | — | — | — | — | 22,482(12) | 7,682,099 | | 03/22/2024 | — | — | — | — | — | — | 14,988(13) | 5,121,400 | | Parker Harris | | | | | | | | | | 03/22/2019 | 134,662 | — | 161.50 | 03/22/2026 | — | — | — | — | | 04/22/2020 | 138,725 | — | 154.14 | 04/22/2027 | — | — | — | — | | 03/22/2021 | 101,111 | 4,397 | 215.17 | 03/22/2028 | 872 | 297,962 | — | — | | 03/22/2022 | 76,466 | 31,486 | 218.21 | 03/22/2029 | 5,013 | 1,712,942 | 30,318(5) | 10,359,661 | | 04/08/2023 | — | — | — | — | 16,068 | 5,490,436 | — | — | | 04/08/2023 | — | — | — | — | — | — | 22,780(6) | 7,783,926 | | 04/08/2023 | — | — | — | — | — | — | 15,188(7) | 5,189,740 | | 03/20/2024 | — | — | — | — | — | — | 7,592(11) | 2,594,186 | | 03/22/2024 | — | — | — | — | 20,308 | 6,939,244 | — | — | | 03/22/2024 | — | — | — | — | — | — | 18,736(12) | 6,402,091 | | 03/22/2024 | — | — | — | — | — | — | 12,490(13) | 4,267,833 |

  165. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | Salesforce, Inc. | 75 | 2025 Proxy Statement |

  166. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  167. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | | Option Awards | | | | Stock Awards | | | | | Name and Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(3) ($) | | Srinivas Tallapragada | | | | | | | | | | 03/22/2021 | — | 4,397 | 215.17 | 03/22/2028 | 872 | 297,962 | — | — | | 03/22/2022 | — | 31,486 | 218.21 | 03/22/2029 | 5,013 | 1,712,942 | 30,318(5) | 10,359,661 | | 04/08/2023 | — | — | — | — | 16,068 | 5,490,436 | — | — | | 04/08/2023 | — | — | — | — | — | — | 22,780(6) | 7,783,926 | | 04/08/2023 | — | — | — | — | — | — | 15,188(7) | 5,189,740 | | 03/20/2024 | — | — | — | — | — | — | 7,592(11) | 2,594,186 | | 03/22/2024 | — | — | — | — | 24,369 | 8,326,887 | — | — | | 03/22/2024 | — | — | — | — | — | — | 22,482(12) | 7,682,099 | | 03/22/2024 | — | — | — | — | — | — | 14,988(13) | 5,121,400 | | Brian Millham | | | | | | | | | | 02/22/2021 | 8,646 | 8,646 | 240.95 | 02/22/2028 | — | — | — | — | | 03/22/2021 | 2,018 | 4,036 | 215.17 | 03/22/2028 | 1,635 | 558,680 | — | — | | 03/22/2022 | 2,106 | 29,494 | 218.21 | 03/22/2029 | 8,533 | 2,915,726 | — | — | | 03/22/2023 | 2,038 | 52,981 | 186.51 | 03/22/2030 | — | — | — | — | | 04/08/2023 | — | — | — | — | 17,529 | 5,989,659 | — | — | | 03/22/2024 | — | 58,441 | 307.77 | 03/22/2031 | 19,496 | 6,661,783 | — | — | | 03/22/2024 | — | — | — | — | — | — | 17,986(12) | 6,145,816 | | 03/22/2024 | — | — | — | — | — | — | 11,990(13) | 4,096,983 |

  168. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    1.Options were granted under the 2013 Equity Plan and vest over four years; 25% of the total shares vests on the first anniversary of the grant date and the balance vests in equal monthly installments over the remaining 36 months. 2.RSUs were granted under the 2013 Equity Incentive Plan and vest over four years; 25% of the units vests on the first anniversary of the grant date and the balance vests in equal quarterly installments over the remaining 36 months, except that for the RSUs granted on April 8, 2023, 1/4th of the units vest on April 22, 2024 and the balance vests in equal quarterly installments over the remaining 36 months. 3.The market value of unvested RSUs and unearned PRSUs is based on the closing market price of the Company’s common stock on January 31, 2025 of $341.70 per share.

  169. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | Salesforce, Inc. | 76 | 2025 Proxy Statement |

  170. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  171. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    4.Represents PRSUs eligible to vest based on non-GAAP operating margin and relative TSR performance. For additional information on PRSU terms, see the discussion under “Compensation Discussion and Analysis—Fiscal 2025 Long-Term Equity Incentives” above. 5.Represents PRSUs, assuming maximum achievement, that vest based on the Company’s TSR over the three-year performance period from the grant date, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on April 15, 2025 for the PRSUs granted on March 22, 2022 and July 15, 2025 for the PRSUs granted on June 22, 2022. 6.Represents Relative TSR PRSUs, assuming maximum achievement, that vest based on the Company’s TSR for the three-year performance period covering fiscal 2024 through fiscal 2026, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on April 22, 2026. 7.Represents OM PRSUs that vest based on fiscal 2024 and fiscal 2025 non-GAAP operating margin performance, assuming maximum achievement. Any earned PRSUs are eligible to vest on April 22, 2026. 8.Represents Relative TSR PRSUs, assuming maximum achievement, that vest based on the Company’s TSR for the three-year performance period covering fiscal 2025 through fiscal 2027, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on March 22, 2027. 9.Represents OM PRSUs that vest based on fiscal 2025 non-GAAP operating margin performance, assuming maximum achievement. Any earned PRSUs are eligible to vest on March 22, 2027. 10.Represents OM PRSUs that vest based on fiscal 2026 non-GAAP operating margin performance, assuming maximum achievement. Any earned PRSUs are eligible to vest on March 22, 2027. The third tranche of these OM PRSUs for which vesting is based on fiscal 2027 non-GAAP operating margin performance will be disclosed in the compensation tables for the fiscal year in which the goals are approved. 11.Represents OM PRSUs that vest based on fiscal 2026 non-GAAP operating margin performance, assuming maximum achievement. Any earned PRSUs are eligible to vest on April 22, 2026. 12.Represents Relative TSR PRSUs, assuming maximum achievement, that vest based on the Company’s TSR for the three-year performance period covering fiscal 2025 through fiscal 2027, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on March 22, 2027. 13.Represents OM PRSUs that vest based on fiscal 2025 and fiscal 2026 non-GAAP operating margin performance, assuming maximum achievement. Any earned PRSUs are eligible to vest on March 22, 2027. The third tranche of these OM PRSUs for which vesting is based on fiscal 2027 non-GAAP operating margin performance will be disclosed in the compensation tables for the fiscal year in which the goals are approved.

  172. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | Salesforce, Inc. | 77 | 2025 Proxy Statement |

  173. Outstanding Equity Awards at Fiscal 2025 Year-End Table

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  174. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table provides information on an aggregate basis about option exercises and the vesting of stock awards during fiscal 2025 for each NEO.

  175. Option Exercises and Stock Vested Table

    | | Option Awards | | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#)(2) | | Value Realized on Vesting(3) ($) | | Marc Benioff | 317,105 | 72,533,234 | | 52,555 | 14,342,260 | | | Amy Weaver | 32,813 | 3,959,337 | | 32,686 | 9,162,353 | | | Parker Harris | 167,770 | 26,011,969 | | 32,788 | 9,190,282 | | | Srinivas Tallapragada | 218,722 | 27,424,744 | | 32,788 | 9,190,282 | | | Brian Millham | 188,505 | 15,103,126 | | 27,651 | 7,902,802 | |

  176. Option Exercises and Stock Vested Table

    1.The value realized on exercise is calculated by multiplying the difference between the market price of Company common stock on the exercise date and the applicable exercise price, by the number of shares of Company common stock underlying the options exercised. 2.Represents shares of Company common stock released upon vesting of RSUs and PRSUs for NEOs that vested during fiscal 2025. 3.The value realized on vesting is determined by multiplying the number of units that vested by the closing price of the Company’s common stock on the vesting date.

  177. Option Exercises and Stock Vested Table

    | Salesforce, Inc. | 78 | 2025 Proxy Statement |

  178. Employment Contracts and Certain Transactions

    | Name | Salary and Bonus(1) ($) | Value of Continuation of Benefits ($) | Value of Accelerated Equity Awards ($) | Total ($) | | Marc Benioff | | | | | | Change in Control | — | — | 70,181,080(2) | 70,181,080 | | Qualifying Termination in Connection with a Change in Control | 10,075,000 | 78,604 | 148,364,374(3) | 158,517,978 | | Death | — | — | 5,000,000(4) | 5,000,000 | | Amy Weaver(5) | | | | | | Change in Control | — | — | 19,147,501(2) | 19,147,501 | | Qualifying Termination in Connection with a Change in Control | 3,937,500 | 50,026 | 51,328,532(3) | 55,316,058 | | Death | — | — | 5,000,000(4) | 5,000,000 | | Parker Harris | | | | | | Change in Control | — | — | 18,542,351(2) | 18,542,351 | | Qualifying Termination in Connection with a Change in Control | 3,375,000 | 59,691 | 48,129,537(3) | 51,564,228 | | Death | — | — | 5,000,000(4) | 5,000,000 | | Srinivas Tallapragada | | | | | | Change in Control | — | — | 19,147,501(2) | 19,147,501 | | Qualifying Termination in Connection with a Change in Control | 3,750,000 | 59,691 | 51,328,523(3) | 55,138,223 | | Death | — | — | 5,000,000(4) | 5,000,000 | | Brian Millham | | | | | | Change in Control | — | — | 2,903,767(2) | 2,903,767 | | Qualifying Termination in Connection with a Change in Control | 4,537,500 | 58,953 | 40,050,428(3) | 44,646,881 | | Death | — | — | 5,000,000(4) | 5,000,000 | | Termination of Employment without Cause | — | — | —(6) | — |

  179. Fiscal 2025 CEO Pay Ratio

    Fiscal 2025 CEO Pay Ratio The fiscal 2025 total compensation of our median employee, based on the compensation of all employees who were employed as of November 1, 2024, other than our CEO, was $178,949. Mr. Benioff’s fiscal 2025 annual total compensation was $55,074,656. The ratio of our CEO’s fiscal 2025 pay to that of our median employee (our “Pay Ratio”) was approximately 308-1. The fiscal 2025 Pay Ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the following methodology. First, we identified our employee population as of November 1, 2024 based on our payroll records. Second, we collected employee compensation data using salary, cash bonuses, equity compensation, and commissions as our “consistently applied compensation measures” for purposes of the Pay Ratio. Finally, we identified the median compensated employee (“Median Employee”) and calculated that employee’s total compensation consistent with the compensation for our CEO in accordance with SEC rules and as reflected in the Summary Compensation Table above. 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 Ratio 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 fiscal 2025 Pay Ratio, we did not annualize the compensation of any employees nor did we make use of any of the exclusions allowed under SEC rules.

  180. Fiscal 2025 CEO Pay Ratio

    | Salesforce, Inc. | 84 | 2025 Proxy Statement |

  181. Pay Versus Performance

    Pay Versus Performance The information below is provided in accordance with the SEC pay versus performance disclosure rules set forth in Item 402(v) of Regulation S-K under the Exchange Act (“Pay Versus Performance Rules”). These rules require companies to disclose certain information about the relationship between the compensation of our principal executive officer (“PEO”) and non-PEO NEOs (as a group) and certain financial performance measures. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with Company performance, please refer to the “Compensation Discussion and Analysis” above.

  182. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO (Benioff)(1) ($) | Compensation Actually Paid to PEO (Benioff)(2) ($) | Summary Compensation Table Total for PEO (Taylor)(3) ($) | Compensation Actually Paid to PEO (Taylor)(4) ($) | Summary Compensation Table Total for PEO (Block)(3) ($) | Compensation Actually Paid to PEO (Block)(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(5) ($) | Average Compensation Actually Paid to Non-PEO NEOs(6) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(9) ($ millions) | Relative TSR(10) (percentile) | | | | | | | | | | | Company Total Share- holder Return(7) ($) | Peer Group Total Share- holder Return(8) ($) | | | | 2025 | 55,074,656 | 87,075,724 | — | — | — | — | 18,826,476 | 27,912,443 | 188.49 | 288.90 | 6,197 | 80th | | 2024 | 39,642,173 | 100,570,098 | — | — | — | — | 13,762,498 | 34,326,577 | 154.18 | 220.03 | 4,136 | 93rd | | 2023 | 29,868,893 | (15,648,986) | 26,792,798 | (72,220,776) | — | — | 15,923,619 | (7,680,438) | 92.13 | 142.05 | 208 | 17th | | 2022 | 28,602,112 | 25,056,235 | 22,794,415 | 31,528,547 | — | — | 14,044,452 | 16,514,995 | 127.60 | 183.20 | 1,444 | 41st | | 2021 | 25,740,775 | 59,862,429 | — | — | 1,232,157 | 12,279,756 | 13,763,689 | 36,808,761 | 123.72 | 146.11 | 4,072 | 65th |

  183. Pay Versus Performance

    1.The dollar amounts reported are the “Total Compensation” amounts reported for our PEO, Marc Benioff, in our Summary Compensation Table for the applicable fiscal years. 2.The dollar amounts reported represent the amount of Compensation Actually Paid, as computed in accordance with SEC rules, and do not reflect the actual amount of compensation earned or received during the applicable fiscal year. In accordance with SEC rules, these amounts differ from “Total Compensation” as set forth in the Summary Compensation Table for fiscal 2025 as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following table details how Compensation Actually Paid is determined for our PEO and other NEOs for fiscal 2025:

  184. Pay Versus Performance

    | Salesforce, Inc. | 85 | 2025 Proxy Statement |

  185. Pay Versus Performance

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  186. Pay Versus Performance

    | | Fiscal 2025 | | | Compensation Actually Paid | Mr. Benioff ($) | Average for Other NEOs ($) | | Summary Compensation Table Total | 55,074,656 | 18,826,476 | | Deduction for value of “Stock Awards” and “Option Awards” reported in the Summary Compensation Table | (45,428,656) | (15,523,053) | | Add: Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 51,037,768 | 17,372,543 | | Add: Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | 25,702,079 | 6,841,784 | | Add: Fair value as of the vesting date of vested awards granted in current fiscal year | 0 | 0 | | Add: Change in fair value from prior fiscal year end to the vesting date of equity awards granted in prior fiscal years that vested in the fiscal year | 689,877 | 394,693 | | Subtract: Prior fiscal year end value of any equity awards granted in prior fiscal years that failed to meet vesting conditions during the covered fiscal year | 0 | 0 | | Add: Value of dividends or other earnings paid on unvested equity awards during the covered fiscal year not otherwise included in the total compensation for the fiscal year | 0 | 0 | | Compensation Actually Paid | 87,075,724 | 27,912,443 |

  187. Pay Versus Performance

    3.The dollar amounts reported are the “Total Compensation” amounts reported for Bret Taylor, who served as Co-PEO from November 30, 2021 through January 31, 2023, as reported in the Summary Compensation Table included in our proxy statement for our 2023 and 2022 Annual Meetings of Stockholders, and for Keith Block, who served as Co-PEO through February 24, 2020, as reported in the Summary Compensation Table included in our proxy statement for our 2021 Annual Meeting of Stockholders. 4.The dollar amounts reported represent the amount of Compensation Actually Paid to our former Co-PEOs, as reported in the “Pay Versus Performance” section of our proxy statement for our 2023 Annual Meeting of Stockholders and computed in accordance with Pay Versus Performance Rules. These amounts differ from “Total Compensation” as reported in the applicable Summary Compensation Table included in our proxy statements for our 2023, 2022, and 2021 Annual Meetings of Stockholders, as shown in the “Pay Versus Performance” section for our proxy statement for our 2023 Annual Meeting of Stockholders. 5.The dollar amounts reported are the average of the “Total Compensation” amounts reported for the Company’s NEOs as a group excluding our CEO and former Co-PEOs for the year(s) in which they served as Co-PEO (the “Non-PEO NEOs”) in the Summary Compensation Table in each applicable fiscal year. The Non-PEO NEOs (excluding our PEO and former Co-PEOs, as applicable for the fiscal year(s) in which they served as Co-PEO) for each applicable year are as follows: (i) for fiscal 2025, Ms. Weaver and Messrs. Harris, Tallapragada, and Millham; (ii) for fiscal 2024, Ms. Weaver and Messrs. Millham, Niles, and Tallapragada; (iii) for fiscal 2023, Ms. Weaver and Messrs. Harris, Tallapragada, and Millham; (iv) for fiscal 2022, Ms. Weaver and Messrs. Harris, Patterson, and Tallapragada; and (v) for fiscal 2021, Messrs. Hawkins, Patterson, Tallapragada, and Taylor. 6.The dollar amounts reported represent the average amount of Compensation Actually Paid to the Non-PEO NEOs as computed in accordance with SEC rules, and do not reflect actual amounts of compensation earned or received during the applicable fiscal year. Please refer to footnote 2 above for additional details, including how Compensation Actually Paid is determined for our PEO and other NEOs for fiscal 2025. 7.Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of any dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s stock price at the end and the beginning of the measurement period by (b) the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is January 31, 2020. Historical stock performance is not necessarily indicative of future stock performance. 8.Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Computer & Data Processing Index, which is used in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the applicable fiscal year. Historical stock performance is not necessarily indicative of future stock performance.

  188. Pay Versus Performance

    | Salesforce, Inc. | 86 | 2025 Proxy Statement |

  189. Pay Versus Performance

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  190. Pay Versus Performance

    9.The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. 10.The “Company-Selected Measure” (as defined in Item 402(v) of Regulation S-K of the Exchange Act) is our one-year TSR relative to the TSR of each member of the Nasdaq-100 Index as of the beginning of each fiscal year (“Relative TSR”). TSR for this purpose is calculated by comparing the Company’s average closing share price over the 90 calendar days ending on the last day of the fiscal year and the Company’s average closing share price over the 90 calendar days ending on the last day of the end of the prior fiscal year. We use three-year relative TSR as a performance measure for our PRSUs, including for the PRSUs granted in fiscal 2025. As described in the “Compensation Discussion and Analysis” above, we also use non-GAAP operating margin as a performance measure for the PRSUs granted in fiscal 2025. Financial Performance Measures. As described in greater detail in the “Compensation Discussion and Analysis” above, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that we use for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. Below is an unranked list of the most important financial performance measures that we use to link Compensation Actually Paid to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance:

  191. Pay Versus Performance

    | Performance Measures | | Relative TSR | | Non-GAAP Operating Margin(1) | | Revenue | | Operating Cash Flow | | Non-GAAP Income from Operations(2) |

  192. Pay Versus Performance

    1.See page 58 of the “Compensation Discussion and Analysis” above for an explanation of how Non-GAAP Operating Margin is calculated. 2.See page 54 of the “Compensation Discussion and Analysis” above for an explanation of how Non-GAAP Income from Operations is calculated from our audited financial statements. Analysis of the Information Presented in the Pay Versus Performance Table. As described in more detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, not all of those measures are presented in the Pay Versus Performance table as contemplated by SEC rules. Moreover, we generally seek to incentivize long-term performance, and therefore do not seek to specifically align the Company’s performance measures with Compensation Actually Paid (as computed in accordance with SEC rules) for a particular fiscal year. In accordance with the Pay Versus Performance Rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. As reflected in the footnotes to the Pay Versus Performance table above and illustrated in the first graph below, our TSR impacted the value of the Compensation Actually Paid (as computed in accordance with SEC rules) to our NEOs for fiscal years 2021, 2022, 2023, 2024, and 2025. As noted in prior years, the value of the fiscal 2023 Compensation Actually Paid to former co-PEO Bret Taylor was disproportionately impacted by the fair value of equity awards he forfeited in fiscal 2023 upon his departure from the Company.

  193. Pay Versus Performance

    | Salesforce, Inc. | 87 | 2025 Proxy Statement |

  194. Pay Versus Performance

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  195. Pay Versus Performance

    Relationship Between Compensation Actually Paid and Cumulative Company and Peer Group TSR. The graph below (i) sets forth the relationship between the amount of Compensation Actually Paid to our PEO and our former Co-PEOs, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years; and (ii) compares our cumulative TSR over the five most recently completed fiscal years to that of the Nasdaq Computer & Data Processing Index over the same period. Relationship Between Compensation Actually Paid and Net Income. The graph below sets forth the amount of Compensation Actually Paid to our PEO and our former Co-PEOs, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.

  196. Pay Versus Performance

    | Salesforce, Inc. | 88 | 2025 Proxy Statement |

  197. Pay Versus Performance

    | Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |

  198. Pay Versus Performance

    Relationship Between Compensation Actually Paid and Relative TSR. The graph below sets forth the amount of Compensation Actually Paid to our PEO and our former Co-PEOs, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our Relative TSR during the five most recently completed fiscal years. Although we use three-year relative TSR as a PRSU performance measure, SEC guidance limits the Company-Selected Measure to one-year periods, so we have compared Compensation Actually Paid to annual Relative TSR in the graph below.

  199. Pay Versus Performance

    | Salesforce, Inc. | 89 | 2025 Proxy Statement |

  200. Election of Directors

    Election of Directors As recommended by the Nominating and Corporate Governance Committee, the Board’s nominees for election to the Board by the stockholders are the following current members of the Board: Marc Benioff, Laura Alber, Craig Conway, Arnold Donald, Parker Harris, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, Robin Washington, and Maynard Webb. Each of the nominees was most recently elected by stockholders at the 2024 Annual Meeting. It is intended that proxies will be voted, unless otherwise indicated, for the election of the nominees as directors to the Board to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal. Although the Board has no reason to believe that any nominee will be unable or, for good cause, unwilling to serve as a director as of the Annual Meeting, if such an event should occur, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the proxies will be voted for the election of such other person.