DEF 14A of Salesforce, Inc.
Filed Apr 16, 2026 · FY20260001108524-26-000085
Table of Contents
| Compensation Risk Assessment | 72 | | Compensation Tables | 73 | | Summary Compensation Table | 73 | | Grants of Plan-Based Awards Table | 76 | | Outstanding Equity Awards at Fiscal 2026 Year-End Table | 79 | | Option Exercises and Stock Vested Table | 84 | | Employment Contracts and Certain Transactions | 85 | | Fiscal 2026 CEO Pay Ratio | 90 | | Pay Versus Performance | 91 | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 95 | | Equity Compensation Plan Information | 98 | | Committee Reports | 100 | | Report of the Compensation Committee of the Board of Directors | 100 | | Report of the Audit Committee of the Board of Directors | 100 | | Proposals to be Voted on | 102 | | Proposal 1 — Election of Directors | 103 | | Proposal 2 — Approval of an Amendment and Restatement of the Company’s 2013 Equity Incentive Plan | 104 | | Proposal 3 — Approval of an Amendment and Restatement of the Company’s 2004 Employee Stock Purchase Plan | 120 | | Proposal 4 — Ratification of Appointment of Independent Auditor | 127 | | Proposal 5 — Advisory Vote to Approve Named Executive Officer Compensation | 129 | | Proposal 6 — Stockholder Proposal Requesting the Adoption of Cumulative Voting | 130 | | Procedural Matters | 133 | | General | 133 | | Stockholders Entitled to Vote; Record Date | 133 | | Quorum; Abstentions; Broker Non-Votes | 133 | | Voting; Revocability of Proxies | 134 | | Expenses of Solicitation | 135 | | Procedure for Introducing Business or Director Nominations at Our 2026 Annual Meeting of Stockholders | 135 | | Delivery of Proxy Materials | 136 | | Transaction of Other Business | 137 | | Appendix A: GAAP to Non-GAAP Financial Reconciliation | A-1 | | Appendix B: Amended and Restated 2013 Equity Incentive Plan | B-1 | | Appendix C: Amended and Restated 2004 Employee Stock Purchase Plan | C-1 |
Director Nominees
Director Nominees
Director Nominees
| Directors | Age | Director Since | Independent | | Marc Benioff Chair, Chief Executive Officer & Co-Founder, Salesforce | 61 | 1999 | | | Laura Alber President & Chief Executive Officer, Williams-Sonoma | 57 | 2021 | | | Amy Chang Former CEO and Founder, Accompany; Technology Advisor | 49 | 2025 | | | Craig Conway Former President & Chief Executive Officer, PeopleSoft | 71 | 2005 | | | Arnold Donald (Lead Independent Director) Former President & Chief Executive Officer, Carnival Corporation | 71 | 2023 | | | Parker Harris Co-Founder, Salesforce & Chief Technology Officer, Slack | 59 | 2018 | | | David B. Kirk Former Chief Scientist, VP of Architecture & Fellow, NVIDIA | 65 | 2025 | | | Neelie Kroes Former Vice President of the European Commission | 84 | 2016 | | | Sachin Mehra (Financial Expert) Chief Financial Officer, Mastercard | 55 | 2023 | | | Mason Morfit Co-Chief Executive Officer & Chief Investment Officer, ValueAct Capital | 50 | 2023 | | | Oscar Munoz Former Chairman & Chief Executive Officer, United Airlines | 67 | 2022 | | | John V. Roos Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital | 71 | 2013 | | | Robin Washington President & Chief Operating and Financial Officer, Salesforce | 63 | 2013 | |
Director Nominees
* Director tenure is measured by completed years of service from the initial month of service through the filing of the Company’s annual Proxy Statement.
Director Nominees
| Salesforce, Inc. | 2 | 2026 Proxy Statement |
Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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. In 2025, Amy Chang and David B. Kirk were appointed to the Board following a robust assessment and recruiting process overseen by the Chair of our Governance Committee working closely with a third-party search firm, including extensive candidate interviews as well as formal reviews and recommendations by the Governance Committee. Ms. Chang and Mr. Kirk were initially identified as potential candidates for the Board by a third-party search firm and our CEO, respectively. 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 19. 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.
Identification and Evaluation of Director Nominees
| Salesforce, Inc. | 15 | 2026 Proxy Statement |
Identification and Evaluation of Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Compensation of Directors
Compensation of Directors Pursuant to our fiscal 2026 compensation policy for non-employee directors, (i) on February 1, 2025, each non-employee director serving at such time (other than Mr. Morfit, who waived receipt of the fiscal 2026 grant) received a restricted stock unit (“RSU”) award with a grant date fair value of approximately $375,000, and (ii) upon their appointment to the Board in July 2025, Ms. Chang and Mr. Kirk each received a prorated RSU grant based on their length of service during fiscal 2026. The RSU grants vest in four equal installments on February 22, May 22, August 22, and November 22, 2025 (or two equal installments on August 22 and November 22, 2025 for Ms. Chang and Mr. Kirk), subject to the applicable non-employee director’s continued service through the applicable vesting date. All RSU awards were made under our 2013 Equity Incentive Plan. In addition, also pursuant to our fiscal 2026 compensation policy for non-employee directors, we pay annual cash fees to our Lead Independent Director and the chairs of each Board committee. The fiscal 2026 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.
Compensation of Directors
| Salesforce, Inc. | 19 | 2026 Proxy Statement |
Compensation of Directors
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Compensation of Directors
The following table sets forth information on the compensation earned during fiscal 2026 by our non-employee directors. The table excludes Messrs. Benioff and Harris, who receive compensation as Executive Officers and do not receive separate compensation for their service as directors. In accordance with SEC disclosure rules, the table also excludes Ms. Washington, whose fiscal 2026 non-employee director compensation is reported in the Summary Compensation Table of this Proxy Statement in connection with her former roles as Lead Independent Director and Chair of the Governance Committee. Upon her appointment as Chief Operating and Financial Officer, effective March 21, 2025, Ms. Washington no longer received non-employee director compensation and forfeited the unvested portion of her fiscal 2026 non-employee director RSU award. On March 21, 2025, Mr. Donald assumed the role of Lead Independent Director, and Mr. Roos assumed the role of Chair of the Governance Committee. Mr. Donald received a prorated portion of the Lead Independent Director fee for the first quarter of fiscal 2026 and the full Lead Independent Director fee for the second, third, and fourth quarters of fiscal 2026. Mr. Roos received the full fee associated with his role as Chair of the Governance Committee for the second, third, and fourth quarters of fiscal 2026.
Director Compensation for Fiscal 2026
Director Compensation for Fiscal 2026
Director Compensation for Fiscal 2026
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Laura Alber | — | 374,845 | 374,845 | | Amy Chang | — | 212,628 | 212,628 | | Craig Conway | — | 374,845 | 374,845 | | Arnold Donald(2) | 129,971 | 374,845 | 504,816 | | David B. Kirk | — | 212,628 | 212,628 | | Neelie Kroes | 25,000 | 374,845 | 399,845 | | Sachin Mehra | 50,000 | 374,845 | 424,845 | | Mason Morfit(3) | — | — | — | | Oscar Munoz | 25,000 | 374,845 | 399,845 | | John V. Roos(4) | 50,000 | 374,845 | 424,845 | | Maynard Webb(5) | — | 374,845 | 374,845 |
Director Compensation for Fiscal 2026
1.Stock awards consist of an RSU grant on (a) February 1, 2025 to each of our then-serving non-employee directors (other than Mr. Morfit, who waived receipt of the fiscal 2026 RSU grant) with a grant date fair value of $374,845, and (b) August 1, 2025 for Ms. Chang and Mr. Kirk with a grant date fair value of $212,628, calculated in accordance with FASB ASC Topic 718. The RSUs vested in four equal installments on February 22, May 22, August 22, and November 22, 2025, except that, for Ms. Chang and Mr. Kirk, the RSUs vested in two equal installments on August 22 and November 22, 2025. 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, and do not reflect the value of RSUs at the time of vesting or settlement. No non-employee directors held unvested stock or option awards as of the end of fiscal 2026. 2.Cash fees paid to Mr. Donald relate to his service as Lead Independent Director from March 21, 2025 through January 31, 2026, following Ms. Washington’s resignation as Lead Independent Director and transition to COFO. 3.Mr. Morfit waived receipt of the cash fees for his service as Chair of the Compensation Committee during fiscal 2026. 4.Cash fees paid to Mr. Roos relate to his service as Chair of the Compensation Committee for the first quarter of fiscal 2026 and as Chair of the Governance Committee for the second, third, and fourth quarters of fiscal 2026. 5.Mr. Webb is not standing for reelection as a director and his service on the Board will cease as of the 2026 Annual Meeting.
Director Compensation for Fiscal 2026
| Salesforce, Inc. | 20 | 2026 Proxy Statement |
Director Compensation for Fiscal 2026
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Director Nominees
Director Nominees
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. Amy Chang and David Kirk were appointed by the Board effective July 9, 2025, and each of the other nominees was most recently elected by stockholders at the 2025 Annual Meeting of Stockholders. In connection with Mason 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. 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. See Proposal 1 in this Proxy Statement for more information about the election of our directors.
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, Salesforce | | | | Age: 61 Director Since: 1999 | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 24 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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 RealID 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) Education •B.A. in Psychology from the University of Pennsylvania | | | Laura Alber President & CEO, Williams-Sonoma | | | | Age: 57 Director Since: 2021 Committees: Nominating & Corporate Governance | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 25 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Biographies of Our Director Nominees
| | | | | | | Qualifications and Expertise Provided to Our Board •Deep expertise in data analysis, intelligence software, and related regulatory challenges •Extensive background across innovation, technology and product strategy, with leadership experience at high-growth technology companies, such as Cisco, Google and eBay •Significant board and corporate governance experience with public companies, including roles on the boards of The Walt Disney Company and Procter & Gamble, where Ms. Chang serves as Chair of the Innovation and Technology Committee Professional Experience •Executive Vice President & General Manager (2018 – 2020), Executive Advisor (2020 – 2021) at Cisco Systems, Inc., a multinational communications technology company •Executive Council Member, UCSF Hospital Executive Committee (since 2020) •Chair, Stanford School of Engineering Advisory Council (since 2018) •Chief Executive Officer and Co-founder, Accompany, Inc., an AI/machine learning relationship intelligence startup (2013 – 2018) Other Public Company Directorships (current) •Director, The Procter & Gamble Company (since 2017) •Director, The Walt Disney Company (since 2021) Former Public Company Directorships (within the past 10 years) •Director, Cisco Systems, Inc. (2016 - 2018) •Director, Marqeta, Inc. (2021 - 2022) Education •B.S. and M.S. in Electrical Engineering from Stanford University | | | Amy Chang Former CEO and Founder, Accompany; Technology Advisor | | | | Age: 49 Director Since: 2025 Committees: Nominating & Corporate Governance; Cybersecurity & Privacy | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 26 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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, Paylocity, Guidewire Software, and Advanced Micro Devices •In-depth knowledge of the technology sector and Salesforce, having served on our Board 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: 71 Director Since: 2005 Committees: Audit & Finance; Business Transformation | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 27 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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 involvement with 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 (2021 – 2024) •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 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) 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 | | | | Age: 71 Director Since: 2023 Committees: Audit & Finance; Nominating & Corporate Governance | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 28 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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, Salesforce; Chief Technology Officer, Slack | | | | Age: 59 Director Since: 2018 Committees: Cybersecurity & Privacy | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 29 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Biographies of Our Director Nominees
| | | | | | | Qualifications and Expertise Provided to Our Board •Deep technological expertise in computer science education, parallel programming, robotics and artificial intelligence, supporting the Board in guiding Salesforce’s strategy and governance in its agentic AI era •Extensive background in parallel computing, graphics hardware, and graphics algorithms, holding nearly 100 patents in these areas Professional Experience •Chief Scientist, Vice President of Architecture and Fellow at NVIDIA (1997 – 2018) •Member of the Parker School’s Board of Trustees (since 2016) •Venture Partner at DigitalDx Ventures (since 2017) •Technical Advisor at Authentic Ventures (since 2018) •Senior Advisor at GFT Ventures (since 2018) •Advisor at Collective Global (since 2025) Other Public Company Directorships (current) •N/A Former Public Company Directorships (within the past 10 years) •N/A Education •B.S. and M.S. in Mechanical Engineering from the Massachusetts Institute of Technology •M.S. in Computer Science from Caltech •Ph.D. in Computer Science from Caltech, with a minor in Computation and Neural Systems | | | David B. Kirk Former Chief Scientist, VP of Architecture & Fellow, NVIDIA | | | | Age: 65 Director Since: 2025 Committees: Compensation; Cybersecurity & Privacy | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 30 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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 •Member of the European Advisory Board (since 2026) and Advisor (since 2021) of Planet Labs PBC, a satellite imagery and analytics company 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: 84 Director Since: 2016 Committees: Compensation; Cybersecurity & Privacy (Chair) | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 31 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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 15-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: 55 Director Since: 2023 Committees: Audit & Finance (Chair) | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 32 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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, which is key to Mr. Morfit’s leadership on the Board’s Compensation Committee 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: 50 Director Since: 2023 Committees: Compensation (Chair); Business Transformation | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 33 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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, which is key to Mr. Munoz’s leadership on 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 (since 2021) •Former member of the Defense Business Board (2021 – 2025) •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) Former Public Company Directorships (within the past 10 years) •Director, CBRE Group, Inc. (2020 – 2025) •Director, United Airlines Holdings, Inc. (2010 – 2021), including as Chairman (2020 – 2021) Education •B.A. from the University of Southern California •M.B.A. from Pepperdine University | | | Oscar Munoz Former Chairman & CEO, United Airlines Holdings | | | | Age: 67 Director Since: 2022 Committees: Audit & Finance; Business Transformation (Chair) | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 34 | 2026 Proxy Statement |
Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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: 71 Director Since: 2013 Committees: Compensation; Nominating & Corporate Governance (Chair) | |
Biographies of Our Director Nominees
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Biographies of Our Director Nominees
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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, with experience leading key board committees and also serving as Salesforce’s former Lead Independent Director 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 (2021 – 2025) •Member of the Board of Directors of UCSF Benioff Children’s Hospital Oakland (2015 – 2024) and MasterCard Foundation (2021 – 2025) •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, Salesforce | | | | Age: 63 Director Since: 2013 Committees: Business Transformation | |
Biographies of Our Director Nominees
| Salesforce, Inc. | 36 | 2026 Proxy Statement |
Fiscal 2026 Executive Compensation Program Highlights
Fiscal 2026 Executive Compensation Program Highlights Following a comprehensive structural review and extensive stockholder engagement, the Compensation Committee redesigned our fiscal 2026 executive compensation program. This redesign directly aligns our NEO incentives with our core strategy: driving profitable growth, maintaining operational discipline, and accelerating the adoption of agentic AI. Salesforce has undergone a profound transformation. As AI reshapes the enterprise software landscape, we have rebuilt Salesforce to serve as the operating system for the Agentic Enterprise. While broader industry dynamics and shifting technology stacks have impacted valuations across the sector, Salesforce remains hyper-focused on delivering customer success through AI innovation and adoption to create long-term stockholder value. We believe that as AI moves closer to where work happens, the Salesforce platform becomes increasingly indispensable to our customers and valuable to our stockholders. To reinforce our strategy and respond to stockholder feedback, the fiscal 2026 executive compensation program is majority performance-based, ensuring our NEOs are held accountable for both operational excellence and market outperformance. •Performance-Based Stock Options: Tied directly to Agentforce & Data 360 ARR.5 This ensures pay is linked to the adoption of AI technologies that are core to our future growth, while requiring absolute stock price appreciation to realize value. •Performance-Based RSUs: Earned based on subscription and support revenue growth, non-GAAP operating margin, and relative TSR. This creates balanced accountability for top-line scale, bottom-line efficiency, and stockholder returns relative to our peers. •Annual Bonus Program: Funded based on subscription and support revenue and non-GAAP operating income, with a strategic modifier tied to Agentforce adoption and customer success and retention. In sum, this redesign ensures that executive incentives are earned through the successful execution of our AI transformation and the delivery of sustained, long-term stockholder value. 5 Agentforce & Data 360 ARR was previously referred to as “Data Cloud & AI ARR.”
Fiscal 2026 Executive Compensation Program Highlights
| Our NEO Compensation Program Drives Pay-for-Performance and Alignment with Stockholders | | Evolving Incentives for our AI-Driven Transformation | | As previewed in our 2025 Proxy Statement, the Compensation Committee redesigned our fiscal 2026 incentive program to accelerate our AI-driven transformation. We have strengthened the link between executive pay and our Agentforce and Data 360 objectives through three main actions. •Strategic Performance Options: Introduced performance-based stock options (“PSOs” or “performance options”) for all NEOs directly tied to the execution of our fiscal 2026 Agentforce and Data 360 strategy. PSOs provide value to NEOs if we achieve the performance targets and generate stock price appreciation above the $280.62 strike price. •Balanced PRSU Metrics: Added a “margin and growth” component to our performance-based restricted stock unit (“PRSU”) program to ensure a disciplined approach to growth, while retaining a Relative TSR metric and an absolute TSR cap to align with stockholder returns. •High-Impact Bonus Structure: Redesigned the annual bonus program to prioritize efficiency and growth. The new structure also includes a strategic multiplier aligned to our strategic priorities for a given fiscal year and an increased funding cap (150%, up from 100%) to incentivize and reward significant outperformance, while maintaining our philosophy of restraint in applying discretion. | | Rigorous Performance Targets and Safeguards | | Fiscal 2026 performance targets are aligned with our operating plan and long-term strategy and include disciplined payout structures that prioritize sustainable stockholder value creation. •Stringent Target Setting: Existing metrics were set above both fiscal 2025 targets and actuals. New metrics—including Subscription and Support Revenue Growth and Agentforce & Data 360 ARR—were aligned with our published (or implied) fiscal 2026 guidance. •Relative TSR Rigor: Target payouts for relative TSR PRSUs require 60th-percentile outperformance. Furthermore, payouts are capped at target (100%) if absolute TSR is negative, regardless of relative performance. | | High Performance-Based Equity Mix | | We continue to weight executive equity heavily toward performance-based vehicles to ensure maximum alignment with results. •CEO Equity: The CEO’s fiscal 2026 long-term equity award, granted in March 2025, remains 100% performance-based, consisting of 67% PRSUs and 33% performance options. •NEO Equity: For our other NEOs, 50% of the equity mix is performance-based, weighted at 37% PRSUs and 13% performance options. | | Market-Leading Stock Ownership Requirements | | To further align executive interests with long-term stockholder value, we significantly increased stock ownership guidelines. •CEO Requirement: Increased to 10x annual base salary, up from the previous requirement of the lesser of 4x annual base salary or 112,000 shares. •Executive Officer Requirement: Ownership requirements for all other Executive Officers have doubled to 3x annual base salary, up from the previous 1.5x requirement. |
Key Changes to Our Fiscal 2026 Executive Compensation Program
| Fiscal 2026 Executive Compensation Program — Key Changes | | | Fiscal 2026 Annual Performance Bonus Program Design | The Compensation Committee approved design changes to our fiscal 2026 annual performance bonus program to more closely link payouts to profitable growth and strategic execution. •Payouts are based on two equally weighted financial metrics, subscription and support revenue and non-GAAP operating income. •Financial funding results may be adjusted up or down by 25% based on an assessment of strategic priorities for a given year. Although the Company exceeded the objectives set for fiscal 2026, the Compensation Committee did not apply an upward adjustment to the financial payout percentage, instead electing to hold the strategic multiplier at 100% to balance our strategic achievements with the broader stockholder experience. •To drive excellence and remain market-competitive, the maximum funding cap was increased to 150% (up from 100%). This adjustment aligns our program with refreshed peer group benchmarks and ensures executive rewards are tied to stockholder value creation. | | Fiscal 2026 Long-Term Incentive Compensation Program Design | The Compensation Committee implemented significant changes to our fiscal 2026 long-term incentive program to align executive incentives with our Agentforce and Data 360 strategy and sustained TSR improvement. By prioritizing AI-driven growth, these updates ensure our leadership team is focused on the core catalysts of our long-term transformation. •Introduced performance-based stock options for all NEOs, with earning potential tied directly to fiscal 2026 Agentforce & Data 360 ARR performance. This metric aligns executive rewards with high-velocity adoption of the technologies most foundational to our future. Options only provide value if we achieve these ARR targets and generate long-term stock price appreciation above the $280.62 strike price, further reinforced by a four-year vesting schedule. •Incorporated a new “Margin & Growth” metric to our PRSU program, combining subscription and support revenue growth with non-GAAP operating margin. Alongside our three-year relative TSR metric, this addition balances AI expansion with profitable growth to maximize long-term stockholder value. | | Fiscal 2026 CEO Pay Levels | The Compensation Committee approved changes to the CEO’s fiscal 2026 compensation to further align pay with stockholder interests and the Company’s strategic transformation. •Decreased the fiscal 2026 target equity award value by approximately 17%, informed by new peer group pay levels. •Restructured the long-term equity award mix. 100% of the fiscal 2026 award is performance-based, consisting of 67% PRSUs and 33% performance options. Payouts are tied to financial results (Margin & Growth, Agentforce & Data 360 ARR) and relative TSR. •Limited fiscal 2026 CEO aircraft and security perquisites to fiscal 2024 and 2025 levels. This ensures expenses remain reasonable and predictable for stockholders, while also maintaining what the Compensation Committee considers to be a necessary and comprehensive security program. | | Other Compensation Practice and Disclosure Enhancements Applicable to Fiscal 2026 | Reflecting our commitment to disciplined governance, the Compensation Committee implemented several additional key enhancements to our fiscal 2026 compensation framework. •Utilized a newly refreshed compensation peer group to inform fiscal 2026 compensation decisions. This included the removal of four “mega-cap” companies (Amazon, Alphabet, Apple, and Meta), as disclosed below and in the 2025 Proxy Statement. •Increased stock ownership guidelines for our executive officers and directors to further strengthen the link between leadership and long-term stockholder value. •Enhanced our transparency on goal-setting and incentive program rigor. •Set “Margin & Growth” goals for fiscal 2026, 2027, and 2028 at grant, eliminating previous delays in goal setting. |
Philosophy and Objectives
| Core Principles Guiding Our Executive Compensation Program | | | High performance standards | •Fiscal 2026 performance targets for annual and long-term incentives were set above fiscal 2025 targets and actuals. •Our relative TSR PRSU program is designed to reward TSR outperformance relative to peers. | | Operational accountability | •Payouts for annual bonuses and performance options are tied in part to the execution of our annual strategic and operational priorities through the measurement of forward-looking KPIs. | | Direct alignment with stockholder interests | •Performance-based incentives are tied to key drivers of long-term value—subscription and support revenue growth and non-GAAP operating income in the annual performance bonus program and “Margin & Growth” and relative TSR in the long-term incentive program. •Long-term performance-based awards are directly tied to building sustained stockholder value, in addition to key operational and strategic metrics. | | Commitment to continuous improvement | •We set rigorous performance targets that reflect our evolving strategy and the high expectations of our annual operating plan. | | Strong pay-for-performance orientation | •Over 90% of our current NEOs’ average target total direct compensation is variable and at-risk, ensuring that pay is tied to our financial, operational, and stock price performance. |
Executive Compensation Governance Practices and Policies
| What We Do | | | | | | Actively engage in year-round dialogue with our stockholders and incorporate feedback into our executive compensation program | | Conduct an annual advisory vote on NEO compensation | | | Structure executive compensation to link pay and performance, with a significant portion variable and at-risk | | Review and evaluate our executive compensation program and compensation peer group at least annually | | | Set rigorous goals for our annual and long-term performance-based incentive programs | | Maintain a clawback policy that applies to performance-based cash and equity programs | | | Grant PRSUs that require TSR outperformance (60th percentile) relative to peers to earn target payout for that goal, and performance-based stock options that align pay with key financial and operational goals | | Engage an independent compensation consultant to advise the Compensation Committee | | | Cap performance-based annual bonus and long-term equity incentive payouts for NEOs | | Require our NEOs to satisfy stringent stock holding requirements | | | Provide double-trigger cash, option (including performance option), RSU, and PRSU change of control benefits | | Regularly assess the risk-reward balance of our compensation programs to mitigate undue risks in our programs |
Fiscal 2026 Compensation Elements for Named Executive Officers
| Compensation Element | Fiscal 2026 Program Design and Purpose | | Base Salary | •Base level of compensation commensurate with each Executive Officer’s responsibilities •Serves to attract and retain high-performing Executive Officers | | Annual Performance-Based Cash Bonus | •Financial measures are key indicators of our profitable growth •Drives achievement of key financial goals and strategic objectives aligned with our external operating framework and fiscal year priorities | | Long-Term Equity Incentives | •Long-term equity incentives align Executive Officer interests with stockholders, stock price performance and financial performance, and promote long-term retention ◦CEO: 67% PRSUs and 33% performance options ◦Other NEOs: 33% PRSUs, 17% performance options and 50% RSUs | | Performance-Based Stock Options | •Performance option payouts tied to attainment of one-year Agentforce & Data 360 ARR, with value directly linked to stock price appreciation •Earned performance options are subject to service-based vesting over four years | | Performance-Based Restricted Stock Units | •PRSU payouts tied to three-year relative TSR and annual Margin & Growth performance, with no payout if threshold levels of performance are not met, and no payout above target for relative TSR if absolute TSR is negative, which deliberately conditions future payout on sustained TSR improvement, in addition to strategy execution •PRSUs granted to NEOs cliff vest after three years | | Restricted Stock Units | •RSU value directly linked to our stock price performance •RSUs vest over four years |
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/governance-documents. The Compensation Committee meets regularly throughout the year, and it met seven times in fiscal 2026. Following his appointment to the Board in July 2025, David B. Kirk joined the Compensation Committee in December 2025. 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.
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. As disclosed in our 2025 Proxy Statement, the Compensation Committee approved a refreshed peer group for fiscal 2026 compensation decisions (the “fiscal 2026 peer group”) in October 2024, following the 2024 Annual Meeting of Stockholders. In selecting the fiscal 2026 peer group, the Compensation Committee, with support from the compensation consultant, undertook an in-depth review of our prior peer group, applying a peer selection framework with refreshed size, business dynamics, and talent market peer selection criteria, as summarized below.
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. |
Role of Peer Companies
Following this review, the Compensation Committee, with support from the compensation consultant, approved a new peer group comprised of the 17 companies listed in the table below. At the time it was selected in October 2024, the fiscal 2026 peer group placed Salesforce just above mid-range for revenue (55th percentile) and in the top quartile for market capitalization (81st percentile).
Role of Peer Companies
| Fiscal 2026 Peer Group | | | | 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 | ServiceNow, Inc. | | Broadcom Inc.* | Oracle Corporation | Workday, Inc. | | Cisco Systems, Inc. | Palo Alto Networks, Inc.* | | | Companies Previously Removed from Peer Group | | | | Alphabet Inc., Amazon.com, Inc., Apple Inc., and Meta Platforms, Inc. | | |
Role of Peer Companies
*New peer companies approved in October 2024 In September 2025, the Compensation Committee reviewed the peer group to be used for fiscal 2027 compensation decisions and decided to make no changes to the peer group.
Role of Peer Companies
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Role of Peer Companies
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Application of Peer and Survey Market Data
Application of Peer and Survey Market Data Comparative peer data is a helpful reference for the Compensation Committee to assess the competitiveness and appropriateness of our executive 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. In addition, as part of its executive 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.
Fiscal 2026 Base Salary and Target Cash Bonus Opportunity
Fiscal 2026 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 2026 base salaries and target bonus opportunities, the Compensation Committee conducted a review of our executive compensation program considering the factors above. After this review, the Compensation Committee decided to increase the base salaries and target bonus opportunities for Mr. Tallapragada and Mr. Milano, who assumed expanded roles in February 2025 as President and Chief Engineering and Customer Success Officer and President and Chief Revenue Officer, respectively. These adjustments align their cash compensation with competitive market ranges while reflecting their expanded responsibilities. Additionally, the updated bonus targets further emphasize the Company’s commitment to performance-based pay. Mr. Tallapragada took on overseeing Salesforce’s global engineering, customer success, and professional services teams. This organizational integration aligns our unified platform, applications, and security with customer-facing services to accelerate global adoption of Agentforce and deliver a seamless, AI-driven experience to our customers. Simultaneously, Mr. Milano took on broader leadership of global sales and distribution to scale market reach for Agentforce and Data 360. To maintain internal parity and market competitiveness, the Compensation Committee also adjusted Mr. Schmaier’s base salary. Fiscal 2026 base salaries and target bonus opportunities are set forth in the following table.
Fiscal 2026 Base Salary and Target Cash Bonus Opportunity
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Fiscal 2026 Base Salary and Target Cash Bonus Opportunity
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Fiscal 2026 Base Salary and Target Cash Bonus Opportunity
| NEO | Fiscal 2026 Base Salary ($) | Change from Fiscal 2025 | Fiscal 2026 Target Cash Bonus Opportunity (% of Base Salary) | Change from Fiscal 2025 | | Marc Benioff | 1,550,000 | No change | 225% | No change | | Robin Washington(1) | 1,100,000 | N/A | 175% | N/A | | Srinivas Tallapragada | 1,100,000 | 10% | 175% | 16.7% | | Miguel Milano | 1,000,000 | 11.1% | 150% | 20% | | Parker Harris | 1,000,000 | No change | 125% | No change | | David Schmaier | 1,000,000 | 11.1% | 125% | No change | | Amy Weaver(2) | 1,050,000 | N/A | N/A | N/A |
Fiscal 2026 Base Salary and Target Cash Bonus Opportunity
1.Ms. Washington was appointed President and COFO in fiscal 2026. Her base salary and target bonus opportunity are consistent with the terms of her offer letter, described below under “—New Hire Compensation Arrangement for Ms. Washington.” 2.In August 2024, the Company announced that Ms. Weaver would step down from her role as President and CFO, effective upon the appointment of her successor. She continued to serve as Special Advisor to the CEO for a transition period, and then as a consultant, as described below under “—Employment Contracts and Certain Transactions—Weaver Transition Agreement.” Under the Transition Agreement, Ms. Weaver received her annual base salary at the rate of $1,050,000 through March 20, 2025, and an annual salary of $75,000 during the transition period.
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 financial metrics and strategic objectives that align with the interests of our stockholders. In March 2025, the Compensation Committee approved changes to our fiscal 2026 annual performance bonus program to more directly link payouts to profitable growth and strategic execution. For fiscal 2026, bonus payouts are based on two equally weighted financial metrics: subscription and support revenue and non-GAAP operating income. Financial results may be adjusted up or down (+/- 25%) by a strategic objectives multiplier based on an assessment against strategic objectives aligned to our fiscal 2026 strategy and priorities. To further drive outperformance and the competitiveness of our compensation program, attainment against financial and strategic objectives results may be funded at up to 150% of target funding, an increase from our prior cap of 100%, and within our peer group and market benchmarks.
Annual Performance-Based Cash Bonuses
| Key Features of the Fiscal 2026 Annual Performance Bonus Plan | | •Each financial performance component is funded only upon achieving its specific performance threshold. | | •To drive operational excellence, a strategic multiplier was added, which permits the Compensation Committee to modify financial performance by +/- 25%, based on an evaluation of performance against the most important strategic priorities for a given year. | | •Overall corporate funding is capped at 150% of target, inclusive of the strategic objectives multiplier. | | •Final funding levels remain subject to the Compensation Committee’s discretion to reduce payouts below formulaic levels. | | •Individual performance may increase (up to 125% of corporate funding) or decrease final payouts. |
Annual Performance-Based Cash Bonuses
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Annual Performance-Based Cash Bonuses
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Annual Performance-Based Cash Bonuses
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, with input from our CEO for NEOs other than himself.
NEO Bonus Payout Formula
NEO Bonus Payout Formula
NEO Bonus Payout Formula
| | Corporate Funding | | | | | | Target Bonus OpportunityX | Financial Performance GoalsX | Strategic Objectives (+/- 25% to Financial Results)X | Individual Performance Goals | = | NEO Bonus Payout | | | (Maximum of 150% of Target Funding) | | (Maximum of 125% of Corporate Funding) | | |
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, strategic objectives, and individual performance.
Fiscal 2026 Company Performance Metrics
Fiscal 2026 Company Performance Metrics
Financial Performance Measures
Financial Performance Measures For fiscal 2026, the Compensation Committee approved two equally weighted Company financial performance metrics to drive focus on growth and efficiency: •Subscription and support revenue — selected because it is our primary revenue engine and is key to our recurring revenue model •Non-GAAP income from operations — selected to incentivize profitable and efficient growth Linking NEO compensation to these financial metrics directly aligns executive and stockholder interests while fostering accountability for our strategic objectives. Consistent with its philosophy that financial targets should be rigorous and challenging, the Compensation Committee approved fiscal 2026 goals that exceeded last year’s actual performance.
Annual Performance Cash Bonus Measures for Fiscal 2026 — Financial Measures and Attainment
Annual Performance Cash Bonus Measures for Fiscal 2026 — Financial Measures and Attainment (Amounts in $ millions)
Annual Performance Cash Bonus Measures for Fiscal 2026 — Financial Measures and Attainment
| Financial Measures(1) | Fiscal 2025 | | Fiscal 2026 | | | | | | | | Target ($) | Actual ($) | Threshold ($) | Target ($) | Maximum ($) | Actual(2) ($) | Attainment Against Target (%) | Weighted Payout Percentage(3) (%) | | Subscription and Support Revenue | N/A | N/A | 36,464 | 39,069 | 41,674 | 39,116 | 100.1 | 100.9 | | Non-GAAP Income from Operations | 12,350 | 12,529(4) | 11,628 | 13,954 | 16,280 | 14,216 | 101.9 | 105.6 | | Fiscal 2026 Payout Percentage for Financial Measures(5) | | | | | | | | 103.3% |
Annual Performance Cash Bonus Measures for Fiscal 2026 — Financial Measures and Attainment
*For each percentage of achievement above or below target, the payout will be adjusted by (a) +/- 7.5% for subscription and support revenue and (b) +/- 3% for non-GAAP income from operations.
Annual Performance Cash Bonus Measures for Fiscal 2026 — Financial Measures and Attainment
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Annual Performance Cash Bonus Measures for Fiscal 2026 — Financial Measures and Attainment
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Annual Performance Cash Bonus Measures for Fiscal 2026 — Financial Measures and Attainment
1.For purposes of the Bonus Plan, “Subscription and Support Revenue” is defined as subscription and support revenues (on a constant currency basis), as discussed in Exhibit 99.1 to the Company’s Form 8-K filed with the SEC reporting the Company’s full fiscal year financial results, which includes the following: (a) subscription fees from customers accessing the Company’s enterprise cloud computing services, (b) software license revenues from the sales of term and perpetual licenses, and (c) support revenues from the sale of support and updates beyond the basic subscription fees or related to the sales of software licenses; 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, charges related to the restructuring plan and acquisition-related costs), 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 other impacts of certain acquisitions. As a result, these financial metrics may differ from the financial results we report in our quarterly earnings release materials. 2.Results based on fiscal 2026 adjustments applicable to the Bonus Plan, as described in note 1 above. 3.The payout percentages were 100.9% and 105.6% for Subscription and Support Revenue 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 our 2025 Proxy Statement. 5.Represents the sum of the weighted payout percentages for each metric. As noted above, formulaic funding, inclusive of the strategic objectives multiplier, is capped at 150% for Company performance.
Annual Performance Cash Bonus Measures for Fiscal 2026 — Financial Measures and Attainment
| PP Per the table above, actual attainment exceeded our fiscal 2026 financial targets: •Subscription and support revenue of $39,116 million, was approximately 100.1% of our fiscal 2026 target •Non-GAAP income from operations of $14,216 million, was approximately 101.9% of our fiscal 2026 target |
Strategic Objectives
Strategic Objectives The strategic objectives component of the annual bonus program is designed to drive operational excellence by focusing executives on critical enterprise-wide priorities for the year, and allows the Compensation Committee to adjust financial results up or down by 25%. For fiscal 2026, these priorities centered on accelerating Agentforce and Data 360 adoption and maximizing customer success and retention. The Compensation Committee determined that the Company delivered exceptional results in Agentforce and Data 360 adoption while exceeding its objectives for customer success and retention. While these achievements provided a basis for a potential upward adjustment to the payout percentage, the Compensation Committee refrained from applying an upward adjustment and instead held the multiplier flat at 100% to maintain alignment with the financial payout percentage. The Compensation Committee determined that this approach best balanced the successful achievement of our strategic priorities—which reinforces the Board’s confidence in our long-term value creation plan shared at Dreamforce—with our 103.3% financial payout percentage and the broader stockholder experience over the past year.
Fiscal 2026 Annual Performance Bonus Payouts
Fiscal 2026 Annual Performance Bonus Payouts Our achievement against our financial performance goals resulted in a formulaic financial payout percentage of approximately 103.3% of target for fiscal 2026. With respect to the strategic objectives multiplier, for the reasons discussed above, the Compensation Committee did not apply an upward adjustment to the financial payout percentage and instead held the multiplier flat at 100%. Accordingly, the final payout percentage for Company performance was 103.3% of target. After reviewing individual performance and contributions for the year, including against each NEO’s performance objectives, 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% of corporate funding for each NEO. Taking these factors into account, the Compensation Committee approved fiscal 2026 bonus payments for each NEO at 103.3% of target opportunity based on a review of financial performance for the year, as set forth below.
Fiscal 2026 Annual Performance Bonus Payouts
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Fiscal 2026 Annual Performance Bonus Payouts
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Fiscal 2026 Annual Performance Bonus Payouts
| NEO(1) | | Target Annual Bonus Opportunity ($) | Company Performance: Final Payout Percentage(2) (%) | | Individual Performance Multiplier (%) | Fiscal 2026 Actual Bonus Payment ($) | | Marc Benioff | 3,487,500 | | 103.3 | 100 | | 3,602,588 | | Robin Washington(3) | 1,925,000 | | 103.3 | 100 | | 1,988,525 | | Srinivas Tallapragada | 1,925,000 | | 103.3 | 100 | | 1,988,525 | | Miguel Milano | | 1,500,000 | 103.3 | 100 | | 1,549,500 | | Parker Harris | | 1,250,000 | 103.3 | 100 | | 1,291,250 | | David Schmaier | 1,250,000 | | 103.3 | 100 | | 1,291,250 |
Fiscal 2026 Annual Performance Bonus Payouts
1.Ms. Weaver retired as President and CFO in March 2025 and was not eligible to receive a fiscal 2026 bonus payment. 2.Equal to the Financial Measures Payout Percentage of 103.3%. 3.Per the terms of Ms. Washington’s employment offer letter described below under “—New Hire Compensation Arrangement for Ms. Washington,” her target bonus opportunity is 175% of base salary. In addition, the offer letter provides that, for fiscal 2026, her annual performance bonus will not be pro-rated.
Fiscal 2026 Long-Term Equity Incentives
Fiscal 2026 Long-Term Equity Incentives As part of our ongoing commitment to drive performance and stockholder value, the Compensation Committee refined the fiscal 2026 long-term equity program. These updates strengthen the program’s performance orientation, specifically by linking incentives to our Agentforce and Data 360 strategy and long-term TSR growth. Key enhancements are summarized below. •Introduced performance options that are earned based on attainment against a one-year Agentforce and Data 360 performance metric designed to directly link payouts to rapid adoption of the AI technologies that form the foundation of our current and future strategy, with any earned options subject to service-based vesting over four years. These performance options serve as a key driver for growth and retention, providing a continuous incentive to generate long-term stock price appreciation above the $280.62 strike price. •Fiscal 2026 PRSUs 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 maintain a three-year relative TSR metric that requires outperformance at the 60th percentile to earn target payouts.
Fiscal 2026 Long-Term Equity Incentives
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Fiscal 2026 Long-Term Equity Incentives
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Performance-Based Restricted Stock Units (PRSUs) Overview
Performance-Based Restricted Stock Units (PRSUs) Overview As noted above, our fiscal 2026 PRSU program pays out based on relative TSR and an operational metric, 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. For fiscal 2026, we selected a new operating metric that measures the sum of subscription and support revenue growth and non-GAAP operating margin (“Margin & Growth”) for a given fiscal year to further emphasize our focus on transforming our Company and driving stockholder value through operating discipline and profitable growth.
Fiscal 2026 PRSUs Three-Year Performance Period
| Margin & Growth PRSUs | 50% | FY26 | | FY27 | FY28 | Earned PRSUs Cliff Vest March 2028 | | | | | Goals established at grant | | | | | Relative TSR PRSUs | 50% | | | | | | | | | | Goals established at grant | | | |
PRSU Performance Levels and Payout Scales
PRSU Performance Levels and Payout Scales
PRSU Performance Levels and Payout Scales
| Performance Level(1) | Relative TSR PRSUs | Margin & Growth PRSUs | Payout Percentage (as % of Target PRSUs) | | | TSR Percentile Rank v. PRSU Index Group over Three-Year Measurement Period | Margin & Growth Performance (FY26 Targets(2)) | | | | | (% of FY Non-GAAP | | | Below Threshold | Below 25th percentile | < 43.0% | 0% | | Threshold | ≥ 25th percentile | ≥ 43.0% | 25% | | Target | ≥ 60th percentile | ≥ 43.5% | 100% | | Maximum | ≥ 85th percentile | ≥ 44.0% | 200% |
PRSU Performance Levels and Payout Scales
1.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. 2.The numbers in the table reflect the Margin & Growth targets set for fiscal 2026. Consistent with our practice, we will disclose the performance targets and achieved results for fiscal 2027 and 2028 upon completion of the applicable performance periods. Relative TSR PRSUs For the Relative TSR PRSUs granted in fiscal 2026, 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 and Performance Options” below.
PRSU Performance Levels and Payout Scales
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PRSU Performance Levels and Payout Scales
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Fiscal 2026 Margin & Growth PRSUs -- Fiscal 2026 Performance
Fiscal 2026 Margin & Growth PRSUs -- Fiscal 2026 Performance The table below shows the fiscal 2026 Margin & Growth goals and the annual vesting achievement percentage for the fiscal 2026 tranche of the Fiscal 2026 Margin & Growth PRSUs. Margin & Growth is determined based on the sum of (1) fiscal 2026 non-GAAP operating margin, and (2) fiscal 2026 subscription and support revenue growth. 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 Margin & Growth PRSUs.
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026 PRSUs granted in prior fiscal years are set forth in the following table. Information regarding our progress against the goals for those PRSUs is provided further below.
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
| FY25 OM PRSUs | Granted in March 2024 to all NEOs except Ms. Washington. | | FY24 OM PRSUs | Granted in April 2023 to Messrs. Benioff, Tallapragada, Harris, and Schmaier; in August 2023 to Mr. Milano; and in January 2024 to Mr. Benioff. | | FY24 Relative TSR PRSUs | Granted in April 2023 to Messrs. Benioff, Tallapragada, Harris, and Schmaier. | | FY23 Relative TSR PRSUs | Granted in March 2022 to Messrs. Tallapragada, Harris, and Schmaier, and Ms. Weaver; and in June 2022 to Mr. Benioff. |
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
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Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
FY25 OM PRSUs. The fiscal 2025 and 2026 non-GAAP operating margin goals and annual vesting achievement percentages for the fiscal 2025 and 2026 tranches of the FY25 OM PRSUs are set forth below. Fiscal 2025 targets were set at grant in March 2024 and were previously disclosed in our 2025 Proxy Statement. Fiscal 2026 targets were set in March 2025 and, as illustrated below, were set above our fiscal 2025 targets and actual performance. At the end of the three-year performance period (fiscal 2025 - 2027), the average of the annual vesting achievement percentages for each fiscal year will be used to determine the final payout percentage for the FY25 OM PRSUs.
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
| Fiscal 2025 Operating Margin PRSUs (Granted in March 2024) | | | | | | Performance Level | Fiscal 2025 Non-GAAP Operating Margin(1) Goals | Actual Fiscal 2025 Performance(1) | Fiscal 2026 Non-GAAP Operating Margin(2) Goals | Actual Fiscal 2026 Performance | | | | | (Set in March 2024) | | | Threshold | ≥ 27.6% | 33.0% | ≥ 29.3% | 33.9% | | Target | ≥ 32.5% | | ≥ 34.5% | | | Maximum | ≥ 37.4% | | ≥ 39.7% | | | Vesting Achievement Percentage(3) | 110%(1) | | 91% | |
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
1.As previously disclosed in our 2025 Proxy Statement. 2.See note (1) to the table above under “—Margin & Growth PRSUs Granted in Fiscal 2026,” for the definition of non-GAAP operating margin. 3.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 Operating Margin PRSUs. FY24 OM PRSUs. The table below shows the fiscal 2024, 2025, and 2026 non-GAAP operating margin goals and annual vesting achievement percentages for the FY24 OM PRSUs. Mr. Schmaier was not an Executive Officer in April 2023, and, as a result, participated in the PRSU program generally applicable to eligible non-Executive Officers. Mr. Schmaier’s FY24 OM PRSUs were granted on April 8, 2023, with annual vesting opportunities based on fiscal 2024, 2025, 2026, and 2027 Operating Margin performance. The fiscal 2024 and 2025 targets for the FY24 OM PRSUs were set in April 2023, August 2023, January 2024, and March 2024, as applicable, and were previously disclosed in our 2024 and 2025 Proxy Statements. The fiscal 2026 and, in Mr. Schmaier’s case, fiscal 2027 targets were set in March 2024 and March 2025, respectively, and as illustrated below, the fiscal 2026 targets were set above our fiscal 2025 targets and performance results. We are not disclosing the fiscal 2027 non-GAAP operating margin goals for the FY24 OM PRSUs granted to Mr. Schmaier at this time for the reasons discussed above under “—Fiscal 2025 Operating Margin PRSUs: Fiscal 2027 Goals.” For our NEOs other than Mr. Schmaier, the final payout percentage for the FY24 April OM PRSUs and FY24 August OM PRSUs is equal to the average of the vesting achievement percentages for each of fiscal 2024, 2025, and 2026, and is set forth in the table below. The final payout percentage for the FY24 OM PRSUs granted in January 2024 (the “FY24 January OM PRSUs”) will be determined after the conclusion of fiscal 2027. Earned FY24 OM PRSUs will vest on April 22, 2026 (for the OM PRSUs granted in April 2023), September 15, 2026 (for the OM PRSUs granted in August 2023), and March 22, 2027 (for the OM PRSUs granted in January 2024), as applicable, subject to the NEO’s continuous employment through the applicable vesting date. The last two vesting tranches of the FY24 April OM PRSUs granted to Mr. Schmaier vest annually on April 22, 2026 and April 22, 2027, respectively, subject to his continuous employment through each applicable vesting date.
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
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Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
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Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
| Fiscal 2024 Operating Margin PRSUs (Granted in April 2023, August 2023, and January 2024) | | | | | | | | Performance Level | Fiscal 2024 Non-GAAP Operating Margin(1) Goals | Actual Fiscal 2024 Performance(1) | Fiscal 2025 Non-GAAP Operating Margin(2) Goals | Actual Fiscal 2025 Performance(2) | Fiscal 2026 Non-GAAP Operating Margin(3) Goals | Actual Fiscal 2026 Performance | | | | | (Set in March 2024) | | | | | Threshold | ≥ 23.0% | 30.5% | ≥ 27.3% | 33.0% | ≥ 29.3% | 33.9% | | Target | ≥ 27.0% | | ≥ 32.1% | | ≥ 34.5% | | | Maximum | ≥ 31.1% | | ≥ 36.9% | | ≥ 39.7% | | | Vesting Achievement Percentage | 185%(1) | | 119%(2) | | 91% | | | FY24 April OM PRSUs & FY24 August OM PRSUs - Final Payout Percentage(4): 132% | | | | | | |
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
1.As previously disclosed in our 2024 and 2025 Proxy Statements and applicable to the FY24 April OM PRSUs and FY24 August OM PRSUs. 2.As previously disclosed in our 2025 Proxy Statement and applicable to the FY24 April OM PRSUs, the FY24 August OM PRSUs, and the FY24 January OM PRSUs. The second tranche of Mr. Schmaier’s FY24 April OM PRSUs (covering fiscal 2025 OM performance) was earned during fiscal 2026. Based on the 119% vesting achievement percentage, Mr. Schmaier earned 2,746 PRSU shares that vested on April 22, 2025. The total award value of these earned PRSU shares was $668,349 based on our closing stock price of $243.39 on April 22, 2025. 3.See note (1) to the table above under “—Margin & Growth PRSUs Granted in Fiscal 2026,” for the definition of non-GAAP operating margin. 4.For the FY24 April OM PRSUs and the FY24 August OM PRSUs, the final payout percentage of 132% is equal to the average of the annual vesting achievement percentages for fiscal years 2024, 2025, and 2026. For the FY24 January OM PRSUs, the three-year performance period covers fiscal years 2025, 2026, and 2027, and therefore the final payout percentage will be determined after the end of fiscal 2027. The payout percentage for the fiscal 2026 tranche of the FY24 April OM PRSUs granted to Mr. Schmaier is 91%, and the earned PRSU shares will vest on April 22, 2026. FY24 Relative TSR PRSUs -- April 2023 Grants. The table below shows the final payout percentage for the Relative TSR PRSUs granted in April 2023 (“FY24 April Relative TSR PRSUs”) to Messrs. Benioff, Tallapragada, and Harris, based on our relative TSR performance against the PRSU Index Group over the three-year performance period from fiscal 2024 through fiscal 2026. Earned PRSUs are eligible to vest on April 22, 2026, subject to the NEO’s continuous employment through the vesting date.
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
| Performance Level | Relative TSR PRSUs (Granted April 2023)(1) | | Total Payout Percentage (as % of Target PRSUs)(2) | | | TSR Percentile Rank v. PRSU Index Group over Three-Year Measurement Period | TSR Percentile Rank v. PRSU Index Group (Fiscal 2024 - Fiscal 2026) | | | | | (% of FY Non-GAAP | | | Threshold | ≥ 25th percentile | 63rd percentile(3) | 112.0% | | Target | ≥ 60th percentile | | | | Maximum | ≥ 85th percentile | | |
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
1.The three-year performance periods for the Relative TSR PRSUs granted to our NEOs in August 2023 and January 2024 are not yet complete and performance results will be disclosed after the end of the applicable performance periods. 2.Reflects the total payout percentage for the FY24 April Relative TSR PRSUs for NEOs other than Mr. Schmaier. Earned PRSU shares will vest on April 22, 2026, subject to the NEOs continuous employment through such date. Reflects the annual payout percentage for the fiscal 2024 - 2026 tranche of the FY24 April Relative TSR PRSUs granted to Mr. Schmaier. 3.Our absolute TSR over the three-year performance period (fiscal 2024 - 2026) was 71%.
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
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Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
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Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
Given that Mr. Schmaier was not an Executive Officer in April 2023, he participated in the PRSU program generally applicable to eligible non-Executive Officers. Accordingly, Mr. Schmaier’s FY24 April Relative TSR PRSUs were granted with annual vesting opportunities based on our cumulative relative TSR performance against the PRSU Index Group over one-, two-, three- and four-year performance periods tied to our fiscal years: •During fiscal 2026, the second tranche (covering fiscal 2024 - 2025) vested. Our TSR for the two-year performance period was at the 89th percentile of the PRSU Index Group, resulting in a total payout percentage of 200% of the target PRSUs granted to Mr. Schmaier. Accordingly, 4,616 PRSU shares vested on April 22, 2025 with an award value of $1,123,488 based on our closing stock price of $243.39 on the vest date. •In addition, the third tranche (covering fiscal 2024 - 2026) was earned at 112% of target, based on our relative TSR rank at the 63rd percentile of the PRSU Index Group, as set forth in the table above. These earned PRSUs vest on April 22, 2026, subject to his continuous employment through this date. •The final vesting tranche (covering fiscal 2024 - 2027) is eligible to be earned following the conclusion of the four-year measurement period (fiscal 2024 - 2027). Any earned PRSUs would vest on April 22, 2027, subject to Mr. Schmaier’s continuous employment through this date. FY23 Relative TSR PRSUs. As outlined below, PRSUs granted in fiscal 2023 were eligible to vest solely based on our TSR relative to the PRSU Index Group for the three-year performance period beginning March 22, 2022 (or June 22, 2022 for Mr. Benioff’s PRSU grant). •Our TSR for the three-year performance period ending March 22, 2025 was at the 71st percentile of the PRSU Index Group. As a result, 128% of the target PRSUs granted to Mr. Tallapragada, Mr. Harris, Mr. Schmaier, and Ms. Weaver vested on April 15, 2025. •Our TSR for the three-year performance period ending June 22, 2025 was at the 67th percentile of the PRSU Index Group. As a result, 118% of the target PRSUs granted to Mr. Benioff vested on July 15, 2025.
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
| NEO(1) | Target PRSU Shares Granted in Fiscal 2023 (#) | Earned PRSU Shares Vested in Fiscal 2026 (#) | Award Value on Vesting Date(2) ($) | | Marc Benioff | 78,906 | 93,109 | $23,983,016 | | Srinivas Tallapragada | 15,159 | 19,403 | $4,946,407 | | Parker Harris | 15,159 | 19,403 | $4,946,407 | | David Schmaier | 10,828 | 13,859 | $3,533,075 | | Amy Weaver | 15,159 | 19,403 | $4,946,407 |
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
1.Ms. Washington and Mr. Milano were hired in March 2025 and August 2023, respectively. 2.Based on our closing stock price of $254.93 on April 15, 2025 for the awards granted to Mr. Tallapragada, Mr. Harris, Mr. Schmaier, and Ms. Weaver. Based on our closing stock price of $257.58 on July 15, 2025 for the award granted to Mr. Benioff.
Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
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Fiscal 2023, 2024, and 2025 PRSUs -- OM and Relative TSR Performance Through Fiscal 2026
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Performance Options
Performance Options As described above, in fiscal 2026, the Compensation Committee approved changes to the structure of our fiscal 2026 long-term incentive program to more directly link rewards with building stockholder value, profitable growth, and strategic execution of Agentforce and Data 360 initiatives. New for fiscal 2026, we introduced performance options that are earned based on attainment against a one-year Agentforce and Data 360 performance metric designed to directly link payouts to rapid adoption of the AI technologies that form the foundation of our growth strategy. The number of earned performance options is tied to Agentforce & Data 360 ARR (formerly referred to as Data Cloud & AI ARR) performance for fiscal 2026, with the eligible vesting percentage ranging between 0% and 200% of target, based on the vesting achievement scale below. No performance options are earned if fiscal 2026 performance is below threshold. Earned performance options are eligible to vest over four years, with 25% vesting after the first anniversary of grant, and 1/48th vesting monthly thereafter. As such, the performance options only provide value if we both (1) achieve the Agentforce & Data 360 ARR targets, and (2) generate long-term stock price appreciation above the $280.62 strike price. The table below shows actual Agentforce & Data 360 ARR performance for fiscal 2026 and the associated vesting achievement percentage for the fiscal 2026 performance options.
Performance Options - Performance Levels and Fiscal 2026 Vesting Achievement Percentage
1.“Agentforce & Data 360 ARR” is defined as the annual recurring revenue of current and future Data 360 and stand-alone generative AI products, including but not limited to (1) Agentforce, and (2) Einstein for Sales/Service/Platform, as of the last day of the fiscal year, as reported in Exhibit 99.1 to the Company’s Form 8-K reporting the Company’s full fiscal year 2026 financial results or, in the event that the Company does not report such metric in such filing, then in a manner calculated consistent with how such metric was calculated for the fiscal year ended January 31, 2025. 2.Attainment between performance levels and the corresponding payout percentages is interpolated on a straight-line basis, and rounded to the nearest whole percentage. 3.The number of earned options is equal to the target number of performance options granted, multiplied by the vesting achievement percentage. Earned options vest over four years, subject to the NEO’s continued service through the applicable vesting dates.
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, RSUs 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 Equity Incentive Plan (“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.
Restricted Stock Units (RSUs)
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Restricted Stock Units (RSUs)
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Fiscal 2026 Long-Term Equity Award Decisions
Fiscal 2026 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 2025, the Compensation Committee approved fiscal 2026 long-term equity awards for our NEOs. The table below shows the intended target values of these awards.
Fiscal 2026 Long-Term Equity Award Decisions
| | Intended Target Values(1) | | | | | NEO | Fiscal 2026 PRSUs ($) | Fiscal 2026 Performance Options ($) | Fiscal 2026 RSUs ($) | Total Target Value ($) | | Marc Benioff | 24,000,000 | 12,000,000 | — | 36,000,000 | | Robin Washington | 6,000,000 | 3,000,000 | 9,000,000 | 18,000,000 | | Srinivas Tallapragada | 6,000,000 | 3,000,000 | 9,000,000 | 18,000,000 | | Miguel Milano | 5,000,000 | 2,500,000 | 7,500,000 | 15,000,000 | | Parker Harris | 4,166,667 | 2,083,333 | 6,250,000 | 12,500,000 | | David Schmaier | 4,166,667 | 2,083,333 | 6,250,000 | 12,500,000 |
Fiscal 2026 Long-Term Equity Award Decisions
1.The values are the intended total target values of fiscal 2026 annual long-term equity awards and differ from the values reflected in the Fiscal 2026 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 2026 Summary Compensation Table below.
Fiscal 2026 Equity Awards for Mr. Benioff
Fiscal 2026 Equity Awards for Mr. Benioff In determining the value of Mr. Benioff’s fiscal 2026 equity awards, the Compensation Committee considered the factors above, including the Company’s strong performance in fiscal 2025, a market competitive review of peer company and other data, and Mr. Benioff’s performance. After reviewing this information, the Compensation Committee approved a long-term target incentive opportunity for Mr. Benioff with an intended target value of $36 million, informed by new peer group pay levels. In making its determination, the Compensation Committee believed that the size and structure of the fiscal 2026 long-term equity award represented a market-competitive compensation level for experienced talent based on market data and peer group benchmarks, appropriately aligned Mr. Benioff’s long-term compensation opportunity with the Company’s financial performance, and, as with Mr. Benioff’s overall compensation arrangement, was in the best interests of the Company and its stockholders.
Fiscal 2026 Equity Awards for Other NEOs
Fiscal 2026 Equity Awards for Other NEOs The Compensation Committee set the target values of the fiscal 2026 long-term equity awards for our other NEOs after considering the factors discussed above, including the Company’s strong performance in fiscal 2025, a market competitive review of peer company and other data, and the rapidly intensifying competition for high caliber executive talent with demonstrated accomplishments in bringing AI technologies to the market. In recognition of the recently refreshed leadership roles, the Compensation Committee increased the target value of the fiscal 2026 long-term equity award for Mr. Tallapragada, who was elevated to President and Chief Engineering and Customer Success Officer, and Mr. Milano, who assumed additional responsibilities leading the Company’s global operating units. For more information on their expanded roles, see above under “—Fiscal 2026 Base Salary and Target Cash Bonus Opportunity.” For more information on Ms. Washington’s fiscal 2026 equity award, see below under “—New Hire Compensation Arrangement for Ms. Washington.”
Fiscal 2026 Equity Awards for Other NEOs
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Fiscal 2026 Equity Awards for Other NEOs
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New Hire Compensation Arrangement for Ms. Washington
New Hire Compensation Arrangement for Ms. Washington The Compensation Committee sets compensation to attract new executive officers and incentivize them to join the Company. In connection with Ms. Washington’s appointment as the Company’s first Chief Operating and Financial Officer (“COFO”), the Compensation Committee approved a market-competitive new-hire compensation arrangement. The Compensation Committee reviewed and considered multiple factors prior to its approval, including comparative peer and market data, the compensation paid to similarly situated executives, internal pay structures, the importance of immediate alignment with stockholder interests through long-term equity incentives, and information regarding compensation that Ms. Washington was required to forego from other positions and business interests as a result of joining Salesforce. For Ms. Washington’s new role as COFO, the Compensation Committee approved a one-time sign-on bonus of $8.5 million. This payment was designed to facilitate her transition to Salesforce and compensate her for the significant value of unvested equity that she forfeited upon resignation from her role on the board of Vertiv Holdings Co., as well as her resignation from other board positions and business interests she was required to forfeit upon joining Salesforce. In determining the award value, the Compensation Committee and its independent compensation consultant reviewed documented evidence of these forfeitures to ensure the award amount was an equivalent and appropriate replacement of her lost compensation. Additionally, the one-time sign-on bonus partially served as a vital inducement for Ms. Washington to lead in our newly-created COFO position during a period of strategic transformation. To ensure long-term alignment, the one-time bonus is subject to a two-year pro rata repayment obligation should Ms. Washington voluntarily resign or be terminated for cause, ensuring the Company’s investment is protected during her initial tenure. In addition, Ms. Washington is eligible to participate in the compensation and benefit programs generally available to senior executives of the Company. In March 2025, the Compensation Committee approved a long-term equity award for Ms. Washington with an intended target value of $18 million. This grant serves as both her initial new hire award and her annual equity award for fiscal 2026. In determining the intended value of the award, the Compensation Committee considered a variety of factors in consultation with its independent compensation consultant, including the scope and responsibilities of the COFO role, the value of awards granted to Salesforce executives, market and peer compensation paid to similarly situated executives at her level and caliber, the long-term nature of our equity compensation program, internal pay alignment, and the competitive landscape. Ms. Washington’s fiscal 2026 annual equity award was granted in March 2025 and was delivered in the form of PRSUs (33%), performance options (17%), and RSUs (50%), consistent with the standard mix, weighting, and design applicable to the fiscal 2026 PRSU awards, performance options, and RSUs granted to other NEOs (other than our CEO) in March 2025. For more information on the long-term equity awards granted to our NEOs in fiscal 2026, see above under “— Fiscal 2026 Long-Term Equity Incentives” and “—Fiscal 2026 Long-Term Equity Award Decisions.” Per the terms of her offer letter, Ms. Washington is eligible for security benefits consistent with the recommendation of an outside security study. She is also entitled to certain cash severance benefits upon a qualifying termination of employment, as described below under “—Employment Contracts and Certain Transactions.”
Mr. Benioff’s Hart-Scott-Rodino Filing
Mr. Benioff’s Hart-Scott-Rodino Filing In fiscal 2026, the Compensation Committee approved the payment of a Hart-Scott-Rodino Antitrust Improvement Act (the “HSR Act”) filing fee and a related tax gross-up for Mr. Benioff. This filing was triggered because the total value of Mr. Benioff’s holdings exceeded applicable HSR Act thresholds due to the vesting of compensatory equity awards, continued retention of shares received from previously vested equity awards, and long-term appreciation of our stock price. The Compensation Committee approved these payments in connection with the required regulatory filing based on the following considerations: •Direct Result of Share Retention and Appreciation: The HSR Act filing requirement resulted directly from Mr. Benioff’s decision to retain shares acquired through the Company’s equity compensation program rather than selling them. The Compensation Committee believes such retention is important to align executive interests with long-term stockholder value and should not be discouraged. •Non-Programmatic Benefit: This payment addressed a discrete regulatory obligation resulting from a specific vesting event and does not represent an ongoing or programmatic benefit provided to Mr. Benioff. These amounts are disclosed in the “All Other Compensation” column of the “Fiscal 2026 Summary Compensation Table” below.
Fiscal 2027 Incentive Program Overview
Fiscal 2027 Incentive Program Overview As part of our multi-year recalibration of our executive compensation program, the Compensation Committee, in consultation with its independent compensation consultant, approved our fiscal 2027 incentive program for our NEOs. The fiscal 2027 program is designed to further reinforce our commitment to pay-for-performance and align executive incentives with our long-term strategic evolution and long-term improvement in our TSR. The incentive structure maintains the rigorous design and weighting of the fiscal 2026 program while refining our performance metrics to reflect our next phase of growth and strategic priorities for fiscal 2027. The program, summarized below, will be detailed further in our 2027 Proxy Statement.
Fiscal 2027 Base Salaries and Target Bonus Opportunities
Fiscal 2027 Base Salaries and Target Bonus Opportunities Fiscal 2027 base salaries and target bonus opportunities, expressed as a percentage of base salary, for our current NEOs are set forth below. For fiscal 2027, the Compensation Committee maintained a steady-state approach for the majority of our NEOs, electing not to increase base salaries or target bonus opportunities. This reflects our commitment to a compensation structure that is predominantly variable and at-risk. However, the Compensation Committee approved targeted adjustments for Mr. Milano and Mr. Harris. The Compensation Committee approved increases to Mr. Milano’s base salary and target bonus opportunity in recognition of his critical role in scaling Agentforce and Data 360. In parallel, Mr. Harris’s target bonus opportunity was increased to reflect his technical vision and execution in positioning Slack as the essential engagement layer for the Agentic Enterprise.
Fiscal 2027 Base Salaries and Target Bonus Opportunities
| NEO | Fiscal 2027 Base Salary ($) | Change in Base Salary from Fiscal 2026 (%) | Fiscal 2027 Target Cash Bonus Opportunity (as % of Base Salary) | Change in Target Cash Bonus Percentage from Fiscal 2026 | | Marc Benioff | 1,550,000 | N/A | 225% | N/A | | Robin Washington | 1,100,000 | N/A | 175% | N/A | | Srinivas Tallapragada | 1,100,000 | N/A | 175% | N/A | | Miguel Milano | 1,100,000 | 10% | 175% | 16.67% | | Parker Harris | 1,000,000 | N/A | 150% | 20% | | David Schmaier | 1,000,000 | N/A | 125% | N/A |
Fiscal 2027 Long-Term Equity Incentive Awards
Fiscal 2027 Long-Term Equity Incentive Awards Following its March 2026 annual compensation review, the Compensation Committee approved fiscal 2027 long-term equity incentive awards for NEOs. These awards were determined after a rigorous evaluation of market and peer data, individual performance, and the critical nature of each executive’s role in our ongoing strategic transformation. For Mr. Benioff’s fiscal 2027 award, the Compensation Committee approved a total target intended value of $48 million, delivered 100% in performance-based equity. The Committee believes that this award specifically incentivizes Mr. Benioff to accelerate Salesforce’s transformation into the operating system for the Agentic Enterprise and retains his visionary and experienced leadership at a critical time for the Company and the technology industry. The award also competitively aligns Mr. Benioff’s compensation with market benchmarks within our updated peer group (as discussed above), which increased by more than 20% year over year, reflecting the intensifying competition for proven AI, technology and platform leadership. The Compensation Committee also approved an $18 million award for Mr. Milano, representing a 20% increase from his fiscal 2026 award. This adjustment reflects Mr. Milano’s operational oversight leading sales and distribution for the Company’s global operating units and his critical leadership in driving market adoption and consumption of Agentforce and Data 360; recognizes his exceptional performance in fiscal 2026, which was instrumental in the Company’s success in accelerating Agentforce adoption and driving customer success and retention; and aligns his award to market competitive levels. The Compensation Committee set Mr. Harris’s fiscal 2027 equity award at $15 million to align with internal and market benchmarks and, as noted above, to recognize his pivotal leadership in transforming Slack into the engagement layer for the Agentic Enterprise. Fiscal 2027 long term equity awards for Ms. Washington, Mr. Tallapragada, and Mr. Schmaier remain consistent with fiscal 2026 levels, which the Compensation Committee determined continue to provide strong alignment with our performance objectives and market-competitive pay levels.
Fiscal 2027 Long-Term Equity Incentive Awards
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Fiscal 2027 Long-Term Equity Incentive Awards
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Target Value of Fiscal 2027 Long-Term Equity Incentive Awards
Target Value of Fiscal 2027 Long-Term Equity Incentive Awards
Target Value of Fiscal 2027 Long-Term Equity Incentive Awards
| NEO | Fiscal 2027 PRSUs ($) | Fiscal 2027 Performance Options(1) ($) | Fiscal 2027 RSUs ($) | Total Fiscal 2027 Intended Target Equity Value(2) ($) | | Marc Benioff | 32,000,000 | 16,000,000 | – | 48,000,000 | | Robin Washington | 6,000,000 | 3,000,000 | 9,000,000 | 18,000,000 | | Srinivas Tallapragada | 6,000,000 | 3,000,000 | 9,000,000 | 18,000,000 | | Miguel Milano | 6,000,000 | 3,000,000 | 9,000,000 | 18,000,000 | | Parker Harris | 5,000,000 | 2,500,000 | 7,500,000 | 15,000,000 | | David Schmaier | 4,166,667 | 2,083,333 | 6,250,000 | 12,500,000 |
Target Value of Fiscal 2027 Long-Term Equity Incentive Awards
1.Performance options have a per share exercise price of $195.38, the closing price of our common stock on March 20, 2026 (the last trading day before the date these grants were approved by the Compensation Committee). 2.Values are the intended target values of fiscal 2027 annual equity awards and, in accordance with FASB ASC Topic 718, may differ from the values reported in the Summary Compensation Table for fiscal 2027 or the values actually realized.
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. 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 2026, 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 2026, 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.
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 (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 and performance options that vest determined as set forth under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units and Performance Options” 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 Committee and the Board believe that these agreements will help to maintain the continued focus and dedication of our NEOs to their assigned duties without the distraction that could result from the possibility of a change of control of the Company. For a summary of the material terms and conditions of agreements in effect during fiscal 2026, see “—Employment Contracts and Certain Transactions” below.
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.
Summary Compensation Table
Summary Compensation Table The following table sets forth, for fiscal 2026 and the two prior fiscal years, the compensation reportable for our NEOs, as determined under SEC rules.
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 | 2026 | 1,550,000 | 833(5) | 27,265,360 | 10,743,097 | 3,602,588 | 6,217,374 | 49,379,252 | | | 2025 | 1,550,000 | 2,500 | 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 | | Robin Washington President and Chief Operating and Financial Officer(6) | 2026 | 1,100,000 | 8,500,000 | 14,091,350(7) | 2,685,820 | 1,988,525 | 80,004 | 28,445,699 | | Srinivas Tallapragada President and Chief Engineering and Customer Success Officer | 2026 | 1,100,000 | — | 14,755,024 | 2,685,820 | 1,988,525 | 51,409 | 20,580,778 | | | 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 | | Miguel Milano President and Chief Revenue Officer | 2026 | 1,000,000 | 1,125,000(8) | 12,122,912 | 2,238,153 | 1,549,500 | 665,916 | 18,701,481 | | Parker Harris Co-Founder and Chief Technology Officer, Slack | 2026 | 1,000,000 | — | 10,390,861 | 1,865,142 | 1,291,250 | — | 14,547,253 | | | 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 | | David Schmaier President and Chief Strategy Officer | 2026 | 1,000,000 | — | 11,030,269 | 1,865,142 | 1,291,250 | 6,500 | 15,193,161 | | Amy Weaver Former President and Chief Financial Officer(9) | 2026 | 153,889 | — | 1,038,519 | — | — | 37,655 | 1,230,063 | | | 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 |
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
Summary Compensation Table
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Summary Compensation Table
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Summary Compensation Table
718 in fiscal 2026. 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”) and the Margin & Growth component of the PRSUs (the “M&G PRSUs”) reflected in the table above is calculated by multiplying the target number of shares subject to the OM PRSUs and the M&G PRSUs, as applicable, by the closing price of one share of our common stock on the grant date, as reduced by the present value of dividends expected to be paid on the underlying shares during the requisite service period. The grant date fair value for the OM PRSUs and the M&G PRSUs reported in the table above, assuming maximum performance will be achieved, is $32,103,250 for Mr. Benioff; $5,384,616 for Ms. Washington; $7,461,653 for Mr. Tallapragada; $5,871,596 for Mr. Milano; $5,469,766 for Mr. Harris; $6,748,582 for Mr. Schmaier; and $2,077,037 for Ms. Weaver. 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 and M&G PRSU values included in this column, see footnote 3 to the fiscal 2026 “Grants of Plan-Based Awards Table” below. 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 2026 (a) the expected term was based on the simulation period of 2.86 years, (b) the expected volatility of 35.84%, 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 0.57%. In addition to the foregoing, the risk-free rate of interest was 3.88%, 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 $287.09 for the fiscal 2026 Relative TSR 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 stock 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 2026 filed with the SEC on March 2, 2026. The grant date fair value for the performance options granted in fiscal 2026 and reported in the table above, assuming maximum performance is achieved, is $21,486,192 for Mr. Benioff; $5,371,640 for Ms. Washington; $5,371,640 for Mr. Tallapragada; $4,476,305 for Mr. Milano; $3,730,285 for Mr. Harris; and $3,730,285 for Mr. Schmaier. 4.Details about the amounts in the “All Other Compensation” column for fiscal 2026 are set forth in the table below.
Summary Compensation Table
| Named Executive Officer | 401(k) Contribution(A) ($) | Other Amounts(B) ($) | Non-Employee Director Fees(C) ($) | HSR Filing Fee(D) ($) | Tax Gross-up(E) ($) | Aircraft Usage(F) ($) | Personal Security(G) ($) | Total ($) | | Marc Benioff | 6,000 | – | – | 850,000 | 761,374 | 183,646 | 4,416,354 | 6,217,374 | | Robin Washington | 11,500 | 11,130 | 50,000 | – | 7,374 | – | – | 80,004 | | Srinivas Tallapragada | 6,333 | 20,904 | – | – | 24,172 | – | – | 51,409 | | Miguel Milano | 10,000 | 648,533 | – | – | 7,383 | – | – | 665,916 | | Parker Harris | – | – | – | – | — | – | – | — | | David Schmaier | 6,500 | — | – | – | — | – | – | 6,500 | | Amy Weaver | 750 | 30,498 | – | – | 6,407 | – | – | 37,655 |
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.For Ms. Washington, represents costs associated with financial counseling benefits ($4,559) and attendance at sporting events ($6,571). For Mr. Tallapragada, represents costs related to attendance, including attendance by family members, at certain motivational Company sales team and Company leadership events (collectively, “Company Leadership Events”). For Mr. Milano, represents (1) costs related to attendance, including attendance by family members, at Company Leadership Events ($11,380); (2) costs related to certain health insurance benefits ($45,014); (3) the first installment ($500,000) of a relocation assistance benefit, as described in the “Compensation Discussion and Analysis” above; (4) tax equalization benefits for income taxes related to business travel outside of Mr. Milano’s state of residence ($79,009); (5) costs associated with
Summary Compensation Table
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Summary Compensation Table
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Summary Compensation Table
financial counseling benefits ($13,000); and (6) a de minimis recognition gift. For Ms. Weaver, represents costs associated with a gift in recognition of her service with the Company ($6,516); and COBRA costs provided per the terms of her Transition Agreement ($23,982). C.Represents amounts paid to Ms. Washington under our Director Compensation Program, as described above under “—Compensation of Directors,” for her services as a non-employee director during fiscal 2026. This amount includes $50,000 in cash fees received by Ms. Washington for her service as Lead Independent Director ($37,500) and Chair of the Nominating & Corporate Governance Committee ($12,500) prior to becoming President and COFO. The annual cash fees are paid on a quarterly basis to the Lead Independent Director and the chairs of each Board committee under our Director Compensation Program. Ms. Washington stepped down from these Board leadership roles upon her appointment to President and COFO on March 21, 2025, and accordingly, did not receive additional cash fees. D.Represents the Company’s payment of the filing fee associated with Mr. Benioff’s HSR Act filing otherwise payable by Mr. Benioff, as described in the “Compensation Discussion and Analysis” above. E.For Mr. Benioff, represents a tax gross-up related to the HSR Act filing fee paid by the Company on Mr. Benioff’s behalf, as described in the “Compensation Discussion and Analysis” above. For Ms. Washington, represents a tax gross-up related to attendance at sporting events. For Mr. Tallapragada and Mr. Milano, represent tax gross-ups associated with costs to attend Company Leadership Events. For Ms. Weaver, represents a tax gross-up associated with a gift in recognition of her service with the Company. F.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 on corporate aircraft, which includes hourly flight charges, fuel costs and surcharges, and other trip-associated costs such as landing fees and other miscellaneous costs. 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. G.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 2026, this amount reflects certain ongoing security expenses allocable to the Company. As described in the “Compensation Discussion and Analysis” above, 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. 5.Represents the value of a patent bonus awarded to Mr. Benioff. 6.Ms. Washington was appointed President and Chief Operating and Financial Officer effective March 21, 2025. 7.This amount includes the full grant date fair value ($374,845) of the fiscal 2026 non-employee director RSU award granted to Ms. Washington on February 1, 2025 pursuant to the terms of our Director Compensation Program, as described above under “—Compensation of Directors.” Non-employee director stock awards vest in four equal installments on February 22, May 22, August 22, and November 22, 2025. Ms. Washington vested in 1/4th of the award on February 22, 2025. Upon her appointment as President & COFO, she forfeited the remaining 3/4ths of the RSU award. 8.Represents the final three installments of the retention bonus granted to Mr. Milano per the terms of his employment offer letter, dated July 19, 2023, as described in the “Compensation Discussion and Analysis” above. 9.Ms. Weaver stepped down as President and Chief Financial Officer, effective March 20, 2025.
Summary Compensation Table
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Grants of Plan-Based Awards Table
Grants of Plan-Based Awards Table The following table provides information on all plan-based awards granted to the NEOs during fiscal 2026.
Grants of Plan-Based Awards Table
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3)(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Exercise or Base Price of Option Awards(5) ($) | 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 | 6,539,063 | – | – | – | – | – | – | | | 03/22/25(7) | 01/29/24 | – | – | – | 1,505 | 6,020 | 12,040 | – | — | 1,668,503 | | | 03/22/25(7) | 03/20/24 | – | – | – | 3,259 | 13,039 | 26,078 | – | — | 3,613,889 | | | 03/22/25(8) | N/A | – | – | – | 9,765 | 39,060 | 78,120 | – | — | 10,769,233 | | | 03/22/25(8) | N/A | – | – | – | 9,765 | 39,060 | 78,120 | – | — | 11,213,735 | | | 03/22/25(9) | N/A | – | – | – | 29,175 | 116,702 | 233,404 | – | 280.62 | 10,743,097 | | Robin Washington | N/A | N/A | – | 1,925,000 | 3,609,375 | – | – | – | – | – | – | | | 03/22/25(8) | N/A | – | – | – | 2,441 | 9,765 | 19,530 | – | — | 2,692,308 | | | 03/22/25(8) | N/A | – | – | – | 2,441 | 9,765 | 19,530 | – | — | 2,803,434 | | | 03/22/25(9) | N/A | – | – | – | 7,294 | 29,176 | 58,352 | – | 280.62 | 2,685,820 | | | 03/22/25(10) | N/A | – | – | – | – | – | – | 29,295 | – | 8,220,763 | | | 02/01/25(11) | 12/05/24 | – | – | – | – | – | – | 1,097 | – | 374,845 | | Srinivas Tallapragada | N/A | N/A | – | 1,925,000 | 3,609,375 | – | – | – | – | – | – | | | 03/22/25(7) | 03/20/24 | – | – | – | 936 | 3,747 | 7,494 | – | – | 1,038,519 | | | 03/22/25(8) | N/A | – | – | – | 2,441 | 9,765 | 19,530 | – | – | 2,692,308 | | | 03/22/25(8) | N/A | – | – | – | 2,441 | 9,765 | 19,530 | – | – | 2,803,434 | | | 03/22/25(9) | N/A | – | – | – | 7,294 | 29,176 | 58,352 | – | 280.62 | 2,685,820 | | | 03/22/25(10) | N/A | – | – | – | – | – | – | 29,295 | — | 8,220,763 | | Miguel Milano | N/A | N/A | – | 1,500,000 | 2,812,500 | – | – | – | – | – | – | | | 03/22/25(7) | 03/20/24 | – | – | – | 624 | 2,498 | 4,996 | – | – | 692,346 | | | 03/22/25(8) | N/A | – | – | – | 2,034 | 8,137 | 16,274 | – | – | 2,243,452 | | | 03/22/25(8) | N/A | – | – | – | 2,034 | 8,138 | 16,276 | – | – | 2,336,338 | | | 03/22/25(9) | N/A | – | – | – | 6,078 | 24,313 | 48,626 | – | 280.62 | 2,238,153 | | | 03/22/25(10) | N/A | – | – | – | – | – | – | 24,413 | – | 6,850,776 | | Parker Harris | N/A | N/A | – | 1,250,000 | 2,343,750 | – | – | – | – | – | – | | | 03/22/25(7) | 03/20/24 | – | – | – | 780 | 3,122 | 6,244 | – | – | 865,294 | | | 03/22/25(8) | N/A | – | – | – | 1,695 | 6,781 | 13,562 | – | – | 1,869,590 | | | 03/22/25(8) | N/A | – | – | – | 1,695 | 6,782 | 13,564 | – | – | 1,947,044 | | | 03/22/25(9) | N/A | – | – | – | 5,065 | 20,261 | 40,522 | – | 280.62 | 1,865,142 | | | 03/22/25(10) | N/A | – | – | – | – | – | – | 20,344 | – | 5,708,933 | | David Schmaier | N/A | N/A | – | 1,250,000 | 2,343,750 | – | – | – | – | – | – | | | 03/22/25(7) | 04/08/23 | – | – | – | 576 | 2,307 | 4,614 | – | – | 639,408 | | | 03/22/25(7) | 03/20/24 | – | – | – | 780 | 3,122 | 6,244 | – | – | 865,294 | | | 03/22/25(8) | N/A | – | – | – | 1,695 | 6,781 | 13,562 | – | – | 1,869,590 | | | 03/22/25(8) | N/A | – | – | – | 1,695 | 6,782 | 13,564 | – | – | 1,947,044 | | | 03/22/25(9) | N/A | – | – | – | 5,065 | 20,261 | 40,522 | – | 280.62 | 1,865,142 | | | 03/22/25(10) | N/A | – | – | – | – | – | – | 20,344 | – | 5,708,933 | | Amy Weaver | 03/22/25(7) | 03/20/24 | – | – | – | 936 | 3,747 | 7,494 | – | – | 1,038,519 |
Grants of Plan-Based Awards Table
1.This column reflects the effective date for which the Compensation Committee approved (i) all material terms of each grant of fiscal 2024 and 2025 OM PRSUs, except PRSU performance goals for subsequent fiscal years, which were approved at the later date reflected in the “Grant Date” column, and (ii) Ms. Washington’s non-employee director RSUs, which were granted on the later date reflected in the “Grant Date” column. For financial reporting purposes, equity awards are measured at fair value on the grant date as defined by FASB ASC Topic 718.
Grants of Plan-Based Awards Table
| Salesforce, Inc. | 76 | 2026 Proxy Statement |
Grants of Plan-Based Awards Table
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Grants of Plan-Based Awards Table
2.The Company’s non-equity incentive plan awards, and how they were determined under the Annual Performance Bonus Plan (“APB”), are based upon a formula that may include some discretion as to amounts paid, as discussed above under “Compensation Discussion and Analysis—Fiscal 2026 Compensation for Named Executive Officers—Annual Performance-Based Cash Bonuses.” “Maximum” amounts shown reflect a 150% cap on corporate funding and a 125% individual multiplier limit on payouts to executive officers. Actual amounts paid for fiscal 2026 were equal to 103.3% of target, based on corporate funding of 103.3% and individual multipliers of 100%, 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 (i) our TSR ranking relative to the PRSU Index Group measured over a three-year performance period, (ii) our non-GAAP operating margin performance for three annual measurement periods tied to each fiscal year in the three-year performance period (or four annual measurement periods tied to each fiscal year in a four-year performance period for Mr. Schmaier’s fiscal 2024 OM grant), or (iii) Margin & Growth performance for three annual measurement periods tied to each fiscal year in the three-year performance period, as applicable. Earned PRSUs become eligible to cliff vest on the dates set forth below. 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 2026. 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 2026 as follows:
Grants of Plan-Based Awards Table
| PRSU Grants | Approval Date | Grant Date (FASB ASC Topic 718) | Goals Established in Fiscal 2026: Tranche (Measurement Period) | Portion of Target Number of PRSUs Subject to Total PRSU Award (for relevant fiscal year) | Vest Date(s) | | FY24 OM PRSUs (Mr. Schmaier) | 4/8/2023 | 3/22/2025 | Tranche 4 (FY27) | 1/8th | 4/22/2027 | | FY24 CEO OM PRSUs | 1/29/2024 | 3/22/2025 | Tranche 3 (FY27) | 1/6th | 3/22/2027 | | FY25 OM PRSUs (All NEOs, except Ms. Washington) | 3/20/2024 | 3/22/2025 | Tranche 3 (FY27) | 1/6th | 3/22/2027 | | FY26 M&G PRSUs (All NEOs, except Ms. Weaver) | 3/22/2025 | 3/22/2025 | Tranches 1, 2, 3 (FY26, FY27, FY28) | 3/6ths | 3/22/2028 | | FY26 Relative TSR PRSUs (All NEOs, except Ms. Weaver) | 3/22/2025 | 3/22/2025 | Tranche 1 (FY26 - FY28) | 3/6ths | 3/22/2028 |
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 2026, see the discussion above under “Compensation Discussion and Analysis—Fiscal 2026 Long-Term Equity Incentives.” 4.All RSUs, PRSUs, and performance 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 stock 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 2026 filed with the SEC on March 2, 2026. 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 2026 above. For OM and M&G PRSUs with a grant date established under FASB ASC Topic 718 in fiscal 2026, the aggregate grant date fair value is calculated by multiplying the target number of shares subject to the PRSUs by the closing price of one share of our common stock on the grant date, as reduced by the present value of dividends expected to be paid on the underlying shares during the requisite service period. 7.Represents PRSUs with a grant date established under FASB ASC Topic 718 in fiscal 2026. Accordingly, amounts reflect (i) the third tranche of the FY24 CEO OM PRSUs, and (ii) the third tranche of the FY25 OM PRSUs, and any of such PRSUs that are ultimately earned are eligible to vest on March 22, 2027. In addition, for Mr. Schmaier, amounts represent the fourth tranche of his FY24 OM PRSUs, which, to the extent earned, are eligible to vest on April 22, 2027. 8.Represents the Relative TSR and M&G PRSUs granted in fiscal 2026; to the extent earned, these PRSUs are eligible to vest on March 22, 2028.
Grants of Plan-Based Awards Table
| Salesforce, Inc. | 77 | 2026 Proxy Statement |
Grants of Plan-Based Awards Table
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Grants of Plan-Based Awards Table
9.Represents performance options that are earned based on fiscal 2026 Agentforce & Data 360 ARR performance. Any earned performance options vest 1/4th 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 continuous service through each applicable vesting date. 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. 11.Represents the Director RSU award granted to Ms. Washington on February 1, 2025 in accordance with the terms of our Director Compensation Policy. The Director RSU awards vest in four equal installments, with 1/4th of the award vesting on each of February 22, 2025, May 22, 2025, August 22, 2025 and November 22, 2025. Ms. Washington vested in 1/4th of the award on February 22, 2025. Upon her appointment as President & COFO, she forfeited the remaining 3/4ths of the RSU award.
Grants of Plan-Based Awards Table
| Salesforce, Inc. | 78 | 2026 Proxy Statement |
Grants of Plan-Based Awards Table
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
Outstanding Equity Awards at Fiscal 2026 Year-End Table The following table provides information about outstanding equity awards held by our NEOs as of January 31, 2026.
Outstanding Equity Awards at Fiscal 2026 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 | | | | | | | | | | 04/22/2020 | 201,782 | — | 154.14 | 4/22/2027 | – | – | – | – | | 03/22/2021 | 158,260 | — | 215.17 | 3/22/2028 | – | – | – | – | | 06/22/2022 | 170,941 | 19,877 | 167.45 | 6/22/2029 | – | – | – | – | | 03/22/2023 | 69,282 | 28,529 | 186.51 | 3/22/2030 | – | – | – | – | | 04/08/2023 | – | — | – | – | 20,874(5) | 4,431,341 | – | – | | 04/08/2023 | – | — | – | – | 18,886(6) | 4,009,309 | – | — | | 01/29/2024 | 45,015 | 45,015 | 287.86 | 1/29/2031 | – | – | – | – | | 01/29/2024 | – | — | – | – | – | – | 18,060(7) | 3,833,957 | | 01/29/2024 | – | — | – | – | – | – | 6,020(8) | 1,277,986 | | 03/20/2024 | – | — | – | – | – | – | 6,020(9) | 1,277,986 | | 03/20/2024 | – | — | – | – | 5,714(10) | 1,213,025 | – | — | | 03/22/2024 | 77,677 | 91,801 | 307.77 | 3/22/2031 | – | – | – | – | | 03/22/2024 | – | — | – | – | – | – | 39,117(11) | 8,304,148 | | 03/22/2024 | – | – | – | – | – | – | 26,078(12) | 5,536,099 | | 03/22/2025 | – | 233,404(13) | 280.62 | 3/22/2032 | – | – | – | – | | 03/22/2025 | – | – | – | – | – | – | 39,060(14) | 8,292,047 | | 03/22/2025 | – | – | – | – | – | – | 6,020(15) | 1,277,986 | | 03/22/2025 | – | – | – | – | – | – | 13,039(15) | 2,768,049 | | 03/22/2025 | – | – | – | – | – | – | 78,120(16) | 16,584,095 | | Robin Washington | | | | | | | | | | 03/22/2025 | – | 58,352(13) | 280.62 | 3/22/2032 | – | – | – | – | | 03/22/2025 | – | – | – | – | 29,295 | 6,219,036 | – | – | | 03/22/2025 | – | – | – | – | – | – | 9,765(14) | 2,073,012 | | 03/22/2025 | – | – | – | – | – | – | 19,530(16) | 4,146,024 |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Salesforce, Inc. | 79 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Outstanding Equity Awards at Fiscal 2026 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 | | | | | | | | | | 03/22/2022 | 20,241 | 4,498 | 218.21 | 3/22/2029 | – | – | – | – | | 03/22/2022 | – | — | – | – | 1,003 | 212,927 | | | | 04/08/2023 | – | — | – | – | 8,927 | 1,895,113 | – | – | | 04/08/2023 | – | — | – | – | 12,756(5) | 2,707,971 | – | — | | 04/08/2023 | – | — | – | – | 11,542(6) | 2,450,251 | – | — | | 03/20/2024 | – | — | – | – | 3,492(10) | 741,317 | – | — | | 03/22/2024 | – | — | – | – | 13,708 | 2,910,071 | – | – | | 03/22/2024 | – | — | – | – | – | – | 11,241(11) | 2,386,352 | | 03/22/2024 | – | — | – | – | – | – | 7,494(12) | 1,590,901 | | 03/22/2025 | – | 58,352(13) | 280.62 | 3/22/2032 | – | – | – | – | | 03/22/2025 | – | – | – | – | 29,295 | 6,219,036 | – | – | | 03/22/2025 | – | – | – | – | – | – | 9,765(14) | 2,073,012 | | 03/22/2025 | – | – | – | – | – | – | 3,747(15) | 795,451 | | 03/22/2025 | – | – | – | – | – | – | 19,530(16) | 4,146,024 | | Miguel Milano | | | | | | | | | | 08/22/2023 | – | — | – | – | 11,639 | 2,470,843 | – | – | | 08/22/2023 | – | — | – | – | – | – | 12,185(5) | 2,586,754 | | 08/22/2023 | – | — | – | – | 12,347(6) | 2,621,145 | – | — | | 03/20/2024 | – | — | – | – | 3,737(10) | 793,328 | – | — | | 03/22/2024 | – | — | – | – | 9,139 | 1,940,118 | – | – | | 03/22/2024 | – | — | – | – | – | – | 7,494(11) | 1,590,901 | | 03/22/2024 | – | — | – | – | – | – | 4,996(12) | 1,060,601 | | 03/22/2025 | – | 48,626(13) | 280.62 | 3/22/2032 | – | – | – | – | | 03/22/2025 | – | – | – | – | 24,413 | 5,182,636 | – | – | | 03/22/2025 | – | – | – | – | – | – | 8,138(14) | 1,727,616 | | 03/22/2025 | – | — | – | – | – | – | 2,498(15) | 530,300 | | 03/22/2025 | – | – | – | – | – | – | 16,274(16) | 3,454,807 |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Salesforce, Inc. | 80 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Outstanding Equity Awards at Fiscal 2026 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(3) ($) | | Parker Harris | | | | | | | | | | 04/22/2020 | 138,725 | — | 154.14 | 4/22/2027 | – | – | – | – | | 03/22/2021 | 105,508 | — | 215.17 | 3/22/2028 | – | – | – | – | | 03/22/2022 | 103,454 | 4,498 | 218.21 | 3/22/2029 | – | – | – | – | | 03/22/2022 | – | — | – | – | 1,003 | 212,927 | – | – | | 04/08/2023 | – | — | – | – | 8,927 | 1,895,113 | – | – | | 04/08/2023 | – | — | – | – | 12,756(5) | 2,707,971 | – | — | | 04/08/2023 | – | — | – | – | 11,542(6) | 2,450,251 | – | — | | 03/20/2024 | – | — | – | – | 3,492(10) | 741,317 | – | — | | 03/22/2024 | – | — | – | – | 11,424 | 2,425,201 | – | – | | 03/22/2024 | – | — | – | – | – | – | 9,368(11) | 1,988,733 | | 03/22/2024 | – | — | – | – | – | – | 6,245(12) | 1,325,751 | | 03/22/2025 | – | 40,522(13) | 280.62 | 3/22/2032 | – | – | – | – | | 03/22/2025 | – | – | – | – | 20,344 | 4,318,828 | – | – | | 03/22/2025 | – | – | – | – | – | – | 6,782(14) | 1,439,751 | | 03/22/2025 | – | – | – | – | – | – | 3,122(15) | 662,769 | | 03/22/2025 | – | – | – | – | – | – | 13,562(16) | 2,879,077 | | David Schmaier | | | | | | | | | | 07/22/2020 | 33,958 | – | 191.31 | 7/22/2027 | – | – | – | – | | 03/22/2021 | 64,570 | – | 215.17 | 3/22/2028 | – | – | – | – | | 03/22/2022 | 80,756 | 3,512 | 218.21 | 3/22/2029 | – | – | – | – | | 03/22/2022 | – | – | – | – | 712 | 151,150 | – | – | | 04/08/2023 | – | – | – | – | 8,843 | 1,877,280 | – | – | | 04/08/2023 | – | – | – | – | 2,584(17) | 548,557 | – | – | | 04/08/2023 | – | – | – | – | – | – | 4,614(18) | 979,506 | | 03/20/2024 | – | – | – | – | 2,099(19) | 445,597 | – | – | | 03/22/2024 | – | – | – | – | 11,424 | 2,425,201 | – | – | | 03/22/2024 | – | – | – | – | – | – | 9,368(11) | 1,988,733 | | 03/22/2024 | – | – | – | – | – | – | 6,245(12) | 1,325,751 | | 03/22/2025 | – | 40,522(13) | 280.62 | 3/22/2032 | – | – | – | – | | 03/22/2025 | – | – | – | – | 20,344 | 4,318,828 | – | – | | 03/22/2025 | – | – | – | – | – | – | 6,782(14) | 1,439,751 | | 03/22/2025 | – | – | – | – | – | – | 2,307(20) | 489,753 | | 03/22/2025 | – | – | – | – | – | – | 3,122(15) | 662,769 | | 03/22/2025 | – | – | – | – | – | – | 13,562(16) | 2,879,077 |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Salesforce, Inc. | 81 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Outstanding Equity Awards at Fiscal 2026 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 | | | | | | | | | | — | – | – | – | – | – | – | – | – |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
1.Options were granted under the 2013 Equity Plan and vest over four years; 25% of the total option shares (or, for PSOs, the total earned option shares) vests on the first anniversary of the grant date, and the balance vests in equal monthly installments over the remaining 36 months, generally subject to continued service through the applicable vesting date. 2.RSUs were granted under the 2013 Equity Incentive Plan and, except with respect to PRSUs for which the performance period has concluded, but vesting of the earned shares is subject to an additional continued service vesting requirement (as described further in the footnotes below), vest over four years; 25% of the RSUs 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 time-based RSUs granted on April 8, 2023, 1/4th of the RSUs vested on April 22, 2024, and the balance vests in equal quarterly installments over the remaining 36 months, in each case, generally subject to continued service through the applicable vesting date. 3.The market value of unvested RSUs and PRSUs is based on the closing market price of the Company’s common stock on January 30, 2026, the last trading day of fiscal 2026, of $212.29 per share. 4.Represents PRSUs that are eligible to be earned based on non-GAAP operating margin, Margin & Growth, and relative TSR performance, as applicable. For additional information on PRSU terms, see the discussion under “Compensation Discussion and Analysis—Fiscal 2026 Long-Term Equity Incentives” above. 5.For Messrs. Benioff, Tallapragada and Harris, represents the number of shares subject to the Relative TSR PRSUs that were earned 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. For Mr. Milano, represents Relative TSR PRUs, assuming maximum achievement, that are eligible to be earned based on the Company’s TSR for the three-year performance period covering August 22, 2023 through August 22, 2026, relative to companies in the PRSU Index Group. The earned PRSUs are eligible to vest on April 22, 2026 for Messrs. Benioff, Tallapragada and Harris, and on September 15, 2026 for Mr. Milano, in each case, generally subject to continued service through the applicable vesting date. 6.Represents the number of shares subject to the OM PRSUs that were earned based on the Company’s fiscal 2024 and fiscal 2025 non-GAAP operating margin performance. The earned PRSUs are eligible to vest on April 22, 2026 for Messrs. Benioff, Tallapragada and Harris and on September 15, 2026 for Mr. Milano, in each case, generally subject to continued service through the applicable vesting date. 7.Represents Relative TSR PRSUs, assuming target achievement, that are eligible to be earned 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, generally subject to continued service through the vesting date. 8.Represents OM PRSUs that are eligible to be earned based on fiscal 2025 non-GAAP operating margin performance, assuming target achievement. Any earned PRSUs are eligible to vest on March 22, 2027, generally subject to continued service through the vesting date. 9.Represents OM PRSUs that are eligible to be earned based on fiscal 2026 non-GAAP operating margin performance, assuming target achievement. Any earned PRSUs are eligible to vest on March 22, 2027, generally subject to continued service through the vesting date. 10.Represents the number of shares subject to OM PRSUs that were earned based on the Company’s fiscal 2026 non-GAAP operating margin performance. This represents the third tranche of the OM PRSUs granted on April 8, 2023 for Messrs. Benioff, Tallapragada and Harris, and on August 22, 2023 for Mr. Milano. The performance goals applicable to the third tranche of such awards were set on March 20, 2024; therefore, these tranches are disclosed in the table above with a grant date of March 20, 2024, in accordance with FASB ASC Topic 718 and applicable SEC regulations. The earned PRSUs are eligible to vest on April 22, 2026 for Messrs. Benioff, Tallapragada and Harris, and on September 15, 2026 for Mr. Milano, in each case, generally subject to continued service through the applicable vesting date.
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Salesforce, Inc. | 82 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
11.Represents Relative TSR PRSUs, assuming target achievement, that are eligible to be earned 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, generally subject to continued service through the vesting date. 12.Represents OM PRSUs that are eligible to be earned based on fiscal 2025 and fiscal 2026 non-GAAP operating margin performance, assuming target achievement. Any earned PRSUs are eligible to vest on March 22, 2027, generally subject to continued service through the vesting date. 13.Represents the number of shares subject to each PSO that were earned based on the Company’s fiscal 2026 Agentforce & Data 360 ARR performance. The performance period applicable to the PSOs ended on January 31, 2026, and 25% of the number of earned shares subject to each PSO reported above vested on the first anniversary of the grant date. The remaining earned shares subject to the PSOs are eligible to vest in equal monthly installments over the following 36 months, generally subject to continued service through the applicable vesting date. 14.Represents Relative TSR PRSUs, assuming target achievement, that are eligible to be earned based on the Company’s TSR for the three-year performance period covering fiscal 2026 through fiscal 2028, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on March 22, 2028, generally subject to continued service through the vesting date. 15.Represents OM PRSUs that are eligible to be earned based on fiscal 2027 non-GAAP operating margin performance, assuming target achievement. This represents the third tranche of the OM PRSUs granted on January 29, 2024 for Mr. Benioff and March 22, 2024 for Messrs. Benioff, Tallapragada, Milano, Harris and Schmaier. The performance goals applicable to the third tranche of such awards were set on March 22, 2025; therefore, these tranches are disclosed in the table above with a grant date of March 22, 2025, in accordance with FASB ASC Topic 718 and applicable SEC regulations. Any earned PRSUs are eligible to vest on March 22, 2027, generally subject to continued service through the vesting date. 16.Represents M&G PRSUs that are eligible to be earned based on fiscal 2026, 2027 and 2028 Margin & Growth performance, assuming maximum achievement. Any earned PRSUs are eligible to vest on March 22, 2028, generally subject to continued service through the vesting date. 17.Represents the number of shares subject to the Relative TSR PRSUs that were earned based on the Company’s TSR for the performance period covering fiscal 2024 through fiscal 2026, relative to companies in the PRSU Index Group. The earned PRSUs are eligible to vest on April 22, 2026, generally subject to continued service through the vesting date. 18.Represents Relative TSR PRSUs, assuming maximum achievement, that are eligible to be earned based on the Company’s TSR for the performance period covering fiscal 2024 through fiscal 2027, relative to companies in the PRSU Index Group. Any earned PRSUs are eligible to vest on April 22, 2027, generally subject to continued service through the vesting date. 19.Represents the number of shares subject to the OM PRSUs that were earned based on the Company’s OM performance for the performance period covering fiscal 2026. This represents the third tranche of the OM PRSUs granted on April 8, 2023. The performance goal applicable to the third tranche such award was set on March 20, 2024; therefore, this tranche is disclosed in the table above with a grant date of March 20, 2024, in accordance with FASB ASC Topic 718 and applicable SEC regulations. The earned PRSUs are eligible to vest on April 22, 2026, generally subject to continued service through the vesting date. 20.Represents OM PRSUs, assuming target achievement, that are eligible to be earned based on the Company’s OM performance for the performance period covering fiscal 2027. The performance goal applicable to the fourth tranche of such award was set on March 22, 2025; therefore, this tranche is disclosed in the table above with a grant date of March 22, 2025, in accordance with FASB ASC Topic 718 and applicable SEC regulations. Any earned PRSUs are eligible to vest on April 22, 2027, generally subject to continued service through the vesting date.
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Salesforce, Inc. | 83 | 2026 Proxy Statement |
Outstanding Equity Awards at Fiscal 2026 Year-End Table
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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 2026 for each NEO.
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 | 195,873 | 17,568,535 | 93,109 | 23,983,016 | | Robin Washington | – | – | 275 | 85,195 | | Srinivas Tallapragada | 11,144 | 947,960 | 42,087 | 10,909,564 | | Miguel Milano | – | – | 13,757 | 3,703,041 | | Parker Harris | 134,662 | 9,857,124 | 40,310 | 10,427,897 | | David Schmaier | – | – | 40,569 | 10,390,551 | | Amy Weaver | 44,077 | 3,119,805 | 31,680 | 8,274,648 |
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 2026. 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.
Option Exercises and Stock Vested Table
| Salesforce, Inc. | 84 | 2026 Proxy Statement |
Potential Payments Upon Qualifying Termination of Employment or a Change in Control
Potential Payments Upon Qualifying Termination of Employment or a Change in Control The information below reflects the estimated value of compensation to be paid to each of the NEOs, assuming a change in control of the Company or qualifying termination occurred on January 31, 2026. For this hypothetical calculation, we have used each NEO’s compensation level as of January 31, 2026 (and, where applicable, the Company’s closing stock price on January 30, 2026, the last trading day of fiscal 2026). Since several factors (e.g., the time of year when the event occurs and the Company’s stock price) could affect the nature and amount of benefits an NEO could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the following table.
Potential Payments Upon Qualifying Termination of Employment or a Change in Control
| Salesforce, Inc. | 86 | 2026 Proxy Statement |
Potential Payments Upon Qualifying Termination of Employment or a Change in Control
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Potential Payments Upon Qualifying Termination of Employment or a Change in Control
| Name | Salary and Bonus(1) ($) | Value of Continuation of Benefits ($) | Value of Accelerated Equity Awards ($) | Total ($) | | Marc Benioff | | | | | | Change in Control | – | – | 24,075,384(2) | 24,075,384 | | Qualifying Termination in Connection with a Change in Control | 10,075,000 | 83,833 | 37,051,170(3) | 47,210,003 | | Death | – | – | 5,000,000(4) | 5,000,000 | | Robin Washington | | | | | | Qualifying Termination | 3,025,000(5) | – | – | 3,025,000 | | Change in Control | – | – | 691,004(2) | 691,004 | | Qualifying Termination in Connection with a Change in Control | 4,537,500 | 63,613 | 8,292,047(3) | 12,893,160 | | Death | – | – | 5,000,000(4) | 5,000,000 | | Srinivas Tallapragada | | | | | | Change in Control | – | – | 8,882,426(2) | 8,882,426 | | Qualifying Termination in Connection with a Change in Control | 4,537,500 | 63,613 | 22,646,036(3) | 27,247,149 | | Death | – | – | 5,000,000(4) | 5,000,000 | | Miguel Milano | | | | | | Qualifying Termination | 2,500,000(5) | – | – | 2,500,000 | | Change in Control | – | – | 6,761,649(2) | 6,761,649 | | Qualifying Termination in Connection with a Change in Control | 3,750,000 | 125,583 | 18,552,448(3) | 22,428,031 | | Death | – | – | 5,000,000(4) | 5,000,000 | | Parker Harris | | | | | | Change in Control | – | – | 8,289,075(2) | 8,289,075 | | Qualifying Termination in Connection with a Change in Control | 3,375,000 | 63,613 | 19,054,513(3) | 22,493,126 | | Death | – | – | 5,000,000(4) | 5,000,000 | | David Schmaier | | | | | | Change in Control | – | – | 3,794,896(2) | 3,794,896 | | Qualifying Termination in Connection with a Change in Control | 3,375,000 | 47,940 | 15,107,618(3) | 18,530,558 | | Death | – | – | 5,000,000(4) | 5,000,000 | | Amy Weaver(6) | | | | | | COBRA Continuation Coverage following Termination | – | 23,982 | – | 23,982 |
Potential Payments Upon Qualifying Termination of Employment or a Change in Control
| Salesforce, Inc. | 87 | 2026 Proxy Statement |
Potential Payments Upon Qualifying Termination of Employment or a Change in Control
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Potential Payments Upon Qualifying Termination of Employment or a Change in Control
1.Based on salary and bonus targets as of January 31, 2026. 2.Represents acceleration of a pro-rated portion of any unvested PRSUs and PSOs held by the NEO as of January 31, 2026, based on (i) the Company’s relative TSR or Agentforce & Data 360 ARR performance through January 31, 2026 and our actual non-GAAP operating margin or Margin & Growth performance for fiscal year measurement periods ending on or before January 31, 2026, as applicable, or (ii) target performance for fiscal year measurement periods ending after January 31, 2026, and based on a closing stock price of $212.29 on January 30, 2026 (the last trading day of fiscal 2026), less the applicable exercise price for each PSO for which vesting would have been accelerated. The portion of the unvested PRSUs and PSOs that accelerate and vest is determined by reference to a fraction of the original performance period that was complete as of January 31, 2026. The remaining portion of the PRSUs and PSOs would vest in equal installments on a quarterly (for PRSUs) or monthly (for PSOs) basis over the remainder of the original vesting period, subject to the NEO’s continued employment through each such vesting date. 3.Represents acceleration of any unvested options (including any earned PSOs) and RSUs, as well as acceleration of a portion of any unvested PRSUs held by the NEO as of January 31, 2026, based on the Company’s relative TSR performance through January 31, 2026 and non-GAAP operating margin, Margin & Growth and Agentforce & Data 360 ARR performance, as applicable, based on actual performance through fiscal 2026, or target performance for later fiscal years, as described in footnote 2 above, and the closing market price of the Company’s common stock of $212.29 on January 30, 2026 (the last trading day of fiscal 2026), less the applicable exercise price for each option for which vesting would have been accelerated. 4.All employees, including NEOs, are eligible for accelerated vesting of unvested options (other than PSOs) and RSUs, up to a maximum of $5 million, upon their death. 5.Pursuant to their offer letters with the Company, if Ms. Washington or Mr. Milano is involuntarily terminated by the Company for reasons other than cause, subject to their execution of a release of claims in favor of the Company, they will be eligible to receive cash severance equal to one year of their annual base salary and target bonus, each at the level in effect immediately prior to their termination date, payable in monthly installments for twelve months following termination, and subject to their refraining from providing services to a competitor during such time. 6.Pursuant to the Transition Agreement with Ms. Weaver, after the end of the Transition Period (as defined in the Transition Agreement), and subject to her execution of a release of claims against the Company, Ms. Weaver was eligible to receive up to 12 months of Company paid COBRA coverage. Following her termination, Ms. Weaver did not receive any severance benefits from the Company, other than COBRA coverage.
Fiscal 2026 CEO Pay Ratio
Fiscal 2026 CEO Pay Ratio The fiscal 2026 total compensation of our median employee, based on the compensation of all employees who were employed as of November 1, 2025, other than our CEO, was $166,753. Mr. Benioff’s fiscal 2026 annual total compensation was $49,379,252. The ratio of our CEO’s fiscal 2026 pay to that of our median employee (our “Pay Ratio”) was approximately 296-1. The fiscal 2026 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, 2025 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 2026 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.
Fiscal 2026 CEO Pay Ratio
| Salesforce, Inc. | 90 | 2026 Proxy Statement |
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.
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) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(5) ($) | 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) ($) | Peer Group Total Share- holder Return(8) ($) | | | | 2026 | 49,379,252 | (49,207,128) | – | – | 16,449,739 | (5,856,868) | 94.12 | 256.61 | 7,457 | 8th | | 2025 | 55,074,656 | 87,075,724 | – | – | 18,826,476 | 27,912,443 | 151.49 | 197.73 | 6,197 | 80th | | 2024 | 39,642,173 | 100,570,098 | – | – | 13,762,498 | 34,326,577 | 124.62 | 150.60 | 4,136 | 93rd | | 2023 | 29,868,893 | (15,648,986) | 26,792,798 | (72,220,776) | 15,923,619 | (7,680,438) | 74.47 | 97.23 | 208 | 17th | | 2022 | 28,602,112 | 25,056,235 | 22,794,415 | 31,528,547 | 14,044,452 | 16,514,995 | 103.13 | 125.39 | 1,444 | 41st |
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 2026 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 2026:
Pay Versus Performance
| | Fiscal 2026 | | | Compensation Actually Paid | Mr. Benioff ($) | Average for Other NEOs ($) | | Summary Compensation Table Total | 49,379,252 | 16,449,739 | | Deduction for value of “Stock Awards” and “Option Awards” reported in the Summary Compensation Table | (38,008,457) | (12,461,502) | | Add: Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 22,350,797 | 8,183,951 | | Add: Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | (55,483,245) | (8,693,614) | | Add: Fair value as of the vesting date of vested awards granted in current fiscal year | – | 14,199 | | 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 | (27,445,475) | (3,559,794) | | 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 | – | (5,789,847) | | 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 | – | – | | Compensation Actually Paid | (49,207,128) | (5,856,868) |
Pay Versus Performance
| Salesforce, Inc. | 91 | 2026 Proxy Statement |
Pay Versus Performance
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
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. 4.The dollar amounts reported represent the amount of Compensation Actually Paid to our former Co-PEO, 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 and 2022 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-PEO for the years in which the former Co-PEO 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-PEO, as applicable for the fiscal years in which the former Co-PEO served as Co-PEO) for each applicable year are as follows: (i) for fiscal 2026, Ms. Washington, Mr. Tallapragada, Mr. Milano, Mr. Harris, Mr. Schmaier, and Ms. Weaver; (ii) for fiscal 2025, Ms. Weaver, Mr. Harris, Mr. Tallapragada, and Mr. Millham; (iii) for fiscal 2024, Ms. Weaver, Mr. Millham, Mr. Niles, and Mr. Tallapragada; (iv) for fiscal 2023, Ms. Weaver, Mr. Harris, Mr. Tallapragada, and Mr. Millham; and (v) for fiscal 2022, Ms. Weaver, Mr. Harris, Mr. Patterson, and Mr. Tallapragada. 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 2026. 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, 2021. 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. 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 2026. As described in the “Compensation Discussion and Analysis” above, we also use “Margin & Growth” which is the sum of our non-GAAP operating margin and subscription and support revenue growth, in constant currency, as performance measures for the PRSUs granted in fiscal 2026.
Analysis of the Information Presented in the Pay Versus Performance Table
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 2022, 2023, 2024, 2025 and 2026. 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.
Relationship Between Compensation Actually Paid and Cumulative Company and Peer Group TSR
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-PEO, 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 Cumulative Company and Peer Group TSR
| Salesforce, Inc. | 93 | 2026 Proxy Statement |
Relationship Between Compensation Actually Paid and Cumulative Company and Peer Group TSR
| Summary | Governance | Directors | Compensation | Committee Reports | Proposals | Procedural Matters | Appendices |
Relationship Between Compensation Actually Paid and Net Income
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-PEO, the average amount of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
Relationship Between Compensation Actually Paid and Relative TSR
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-PEO, 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.
Relationship Between Compensation Actually Paid and Relative TSR
| Salesforce, Inc. | 94 | 2026 Proxy Statement |
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, Amy Chang, Craig Conway, Arnold Donald, Parker Harris, David B. Kirk, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, and Robin Washington. Ms. Chang and Mr. Kirk were appointed by the Board effective July 9, 2025, and each of the other nominees was most recently elected by stockholders at the 2025 Annual Meeting of Stockholders. 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. The Board, after taking into consideration the recommendation of the Nominating and Corporate Governance Committee, will determine whether or not to accept the pre-tendered resignation of any nominee for director, in an uncontested election, who receives a greater number of votes against his or her election than votes for such election.
Election of Directors
| | | | Board of Directors’ Recommendation The Board of Directors recommends a vote FOR each of the nominees listed above. | |
Election of Directors
| Salesforce, Inc. | 103 | 2026 Proxy Statement |