DEF 14A of Salesforce, Inc., Apr 28, 2022

DEF 14A of Salesforce, Inc.

Filed Apr 28, 2022 · FY20220001193125-22-127612

Open on EDGAR

  1. Stockholder Engagement

    | • company performance; • succession planning and governance; • executive and director compensation; • human capital management, including diversity and inclusion and gender pay equity; • sustainability and our work in response to the Sustainability Accounting Standards Board and Task Force on Climate-Related Financial Disclosures recommendations; and • stockholder proposals. | |

  2. Board and Governance Overview

    Board and Governance Overview Salesforce is governed by a Board consisting of a highly experienced, qualified and diverse group of directors. All of our directors, other than Mr. Benioff, our Chair and Co-Chief Executive Officer, Mr. Taylor, our Vice Chair and Co-Chief Executive Officer, Mr. Harris, our Chief Technology Officer and Co-Founder, and Mr. Munoz, a former member of our Global Advisory Board, are independent within the meaning of the listing standards of the New York Stock Exchange (the “NYSE”), as currently in effect. The following table sets forth the names, ages, the membership of our standing committees as required by NYSE listing standards and certain other information for each of the members of our Board.

  3. Board and Governance Overview

    | Directors & Occupation/Other Public Company Boards | Age | Director Since | Independent | Audit Committee | Compensation Committee | Governance Committee | | Marc Benioff Chair of the Board, Co-Chief Executive Officer & Co-Founder | 57 | 1999 | No | | | | | Bret Taylor Vice Chair of the Board & Co-Chief Executive Officer; Chairman, Twitter, Inc. | 41 | 2021 | No | | | | | Laura Alber President, Chief Executive Officer & Director, Williams-Sonoma, Inc. | 53 | 2021 | Yes | | | M | | Craig Conway Former Chief Executive Officer, PeopleSoft, Inc.; Director, Nutanix, Inc. | 67 | 2005 | Yes | | M | | | Parker Harris Chief Technology Officer & Co-Founder | 55 | 2018 | No | | | | | Alan Hassenfeld Chairman Emeritus & Former Chief Executive Officer, Hasbro, Inc. | 73 | 2003 | Yes | M | | M | | Neelie Kroes Former Vice President of the European Commission | 80 | 2016 | Yes | | M | | | Oscar Munoz Former Executive Chairman & Chief Executive Officer, United Airlines Holdings Inc.; Director, CBRE Group, Inc., Univision Holdings, Inc., Archer Aviation Inc. | 63 | 2022 | No | | | | | Sanford Robertson (L) Principal, Francisco Partners; Director, Cassava Sciences, Inc. | 90 | 2003 | Yes | M | | C | | John V. Roos Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital; Director, Rakuten Group, Inc. | 67 | 2013 | Yes | | C | | | Robin Washington (FE) Former EVP & Chief Financial Officer, Gilead Sciences, Inc.; Director, Alphabet Inc., Honeywell International, Inc., Vertiv Holdings Co. | 59 | 2013 | Yes | C | | | | Maynard Webb Founder, Webb Investment Network; Former Chairman and Chief Executive Officer, LiveOps, Inc.; Director, Visa Inc. | 66 | 2006 | Yes | M | M | | | Susan Wojcicki Chief Executive Officer, Youtube, Inc. | 53 | 2014 | Yes | | | |

  4. Board and Governance Overview

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

  5. Board and Governance Overview

    | 2022 Proxy Statement | | 7 |

  6. Board and Governance Overview

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

  7. Board and Governance Overview

    | 8 | | 2022 Proxy Statement |

  8. Board and Governance Overview

    | DIRECTORS AND CORPORATE GOVERNANCE |

  9. Biographies of Our Board Members

    Biographies of Our Board Members Set forth below are the names and certain information about our director nominees, all of whom are currently members of our Board. All director nominees, other than Bret Taylor, Laura Alber and Oscar Munoz, were elected by stockholders at the 2021 Annual Meeting. Mr. Munoz and Ms. Alber were recommended by Mr. Benioff, our Chair of the Board and Co-CEO, to the Nominating and Corporate Governance Committee, which then considered and recommended their appointments to the Board for approval. There are no family relationships among any of our directors or executive officers. Our directors serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. Please see Proposal 1 in this Proxy Statement for more information about the election of our directors. Sadly, General Colin Powell, who served on our Board since 2014, unexpectedly passed away last year. We have incredible gratitude for his contributions to the Board, and he will be dearly missed.

  10. Biographies of Our Board Members

    | | Marc Benioff Chair of the Board and Co-CEO Age: 57 Director Since: 1999 |

  11. Biographies of Our Board Members

    Marc Benioff is Chair of the Board, Co-Chief Executive Officer and Co-Founder of Salesforce and a pioneer of cloud computing. Mr. Benioff has served as Chief Executive Officer since 2001 and under his leadership, Salesforce has become the #1 provider of CRM software globally. Mr. Benioff was named Innovator of the Decade by Forbes and recognized as one of the World’s 50 Greatest Leaders by Fortune and 10 Best-Performing CEOs by Harvard Business Review. As a member of the World Economic Forum (WEF) Board of Trustees, Mr. Benioff serves as the inaugural chair of WEF’s Forum Center for the Fourth Industrial Revolution in San Francisco. Mr. Benioff currently serves as Chair of the Salesforce Foundation. Mr. Benioff received his B.S. in Business Administration from the University of Southern California, where he also serves on the Board of Trustees.

  12. Qualifications

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

  13. Qualifications

    | | Bret Taylor Vice Chair of the Board and Co-CEO Age: 41 Director Since: 2021 |

  14. Qualifications

    Bret Taylor has served as Vice Chair of the Board and Co-Chief Executive Officer since November 2021. Prior to this, he served as our President and Chief Operating Officer from December 2019 to November 2021, President and Chief Product Officer from November 2017 to December 2019, and President, Quip from August 2016 to November 2017. Mr. Taylor joined Salesforce through the acquisition of Quip, Inc., a business collaboration software company, where he was co-founder and served as Chief Executive Officer from September 2012 to August 2016. Previously, Mr. Taylor served as Chief Technology Officer of Facebook, Inc., a social network, from August 2009 to July 2012 and Chief Executive Officer of FriendFeed, Inc., a social network, from October 2007 to August 2009. Mr. Taylor currently serves on the Board of Directors of Twitter, Inc., where he is Chairman of the Board. Within the past five years, he also served on the Board of Directors of Axon Enterprise, Inc., formerly known as TASER International, Inc. Mr. Taylor received his B.S. and M.S. in Computer Science from Stanford University. Mr. Taylor brings an extensive background in leadership, engineering and technical operations to our Board. This extensive background, in addition to his experience in executive and director positions at publicly traded technology companies, supports our conclusion that Mr. Taylor has the necessary and desired skills, experience and perspective to serve on our Board.

  15. Qualifications

    | 2022 Proxy Statement | | 11 |

  16. Qualifications

    | | Laura Alber Age: 53 Director Since: 2021 Committee: Nominating & Corporate Governance |

  17. Qualifications

    Laura Alber has served as a Director since November 2021. Ms. Alber has served as President and Chief Executive Officer of Williams-Sonoma, Inc., a consumer retail company, since May 2010. Ms. Alber is also an advisor to Plexo Capital, an institutional investor formed inside GV (formally Google Ventures). Ms. Alber currently serves on the Board of Directors of Williams-Sonoma, Inc., and within the past five years, also served on the Board of Directors of Fitbit, Inc. until its acquisition by Google Inc. Ms. Alber received her B.A. in Psychology from the University of Pennsylvania, where she is on the Board of Trustees.

  18. Qualifications

    Qualifications Ms. Alber brings an extensive background in business management, digital commerce and global branding to our Board. This background, along with her tenure as a chief executive officer and director of a public company, supports our conclusion that Ms. Alber has the necessary and desired skills, experience and perspective to serve on our Board.

  19. Qualifications

    | | Craig Conway Age: 67 Director Since: 2005 Committees: Compensation Cybersecurity Mergers & Acquisitions |

  20. Qualifications

    Craig Conway has served as a Director since October 2005. Mr. Conway served as President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company, from 1999 to 2004. Mr. Conway also served as President and Chief Executive Officer of One Touch Systems from 1996 to 1999 and TGV Software from 1993 to 1996. Prior to that, Mr. Conway held executive management positions at a variety of leading technology companies, including Executive Vice President at Oracle Corporation. Mr. Conway currently serves on the Board of Directors of Nutanix, Inc., and within the past five years, also served on the Board of Directors of Guidewire Software, Inc. Mr. Conway received his B.S. in Computer Science and Mathematics from the State University of New York at Brockport. Mr. Conway’s extensive and broad background in business management, including his experience as president and chief executive officer of three technology companies, as well as his service on the boards of other publicly held companies, supports our conclusion that Mr. Conway has the necessary and desired skills, experience and perspective to serve on our Board.

  21. Qualifications

    | 12 | | 2022 Proxy Statement |

  22. Qualifications

    | | Parker Harris Age: 55 Director Since: 2018 Committee: Cybersecurity |

  23. Qualifications

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

  24. Qualifications

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

  25. Qualifications

    | | Alan Hassenfeld Age: 73 Director Since: 2003 Committees: Audit & Finance Nominating & Corporate Governance Real Estate (Chair) |

  26. Qualifications

    Alan Hassenfeld has served as a Director since December 2003. Mr. Hassenfeld currently serves as Chairman Emeritus of Hasbro, Inc., a provider of children’s and family entertainment products. He served on its Board of Directors from 1978 to 2021, as its Chairman from 1989 to 2008, and as its Chairman and Chief Executive Officer from 1989 to 2003. Mr. Hassenfeld is also Chairman Emeritus of the International Council of Toy Industries Ethical Toy Program, Chairman of the Jerusalem Foundation, and Co-Chairman of the International Business School at Brandeis University. Mr. Hassenfeld received his B.A. from the University of Pennsylvania. Mr. Hassenfeld has an extensive and broad background in business management, including his experience as a chief executive officer of a publicly traded company. This deep business knowledge, combined with the leadership roles he plays within many philanthropic organizations, supports our conclusion that Mr. Hassenfeld has the necessary and desired skills, experience and perspective to serve on our Board.

  27. Qualifications

    | 2022 Proxy Statement | | 13 |

  28. Qualifications

    | | Neelie Kroes Age: 80 Director Since: 2016 Committees: Compensation Privacy & Ethical Use Real Estate |

  29. Qualifications

    Neelie Kroes has served as a Director since May 2016. Ms. Kroes is the former Vice President of the European Commission, European Commissioner for Competition and European Commissioner for Digital Agenda. Ms. Kroes served as Commissioner for Competition from 2004 to 2010 and as Vice President and Commissioner for Digital Economy and Society from 2010 to 2014. Prior to joining the European Commission, Ms. Kroes served in the Dutch House of Representatives and as State Secretary and Cabinet Minister. Within the past five years, Ms. Kroes served on the advisory boards of Bank of America Merrill Lynch and Uber Technologies, Inc. She previously served on the boards of Lucent Netherlands, AB Volvo and McDonald’s Netherlands, and was chairperson of Nyenrode University. Ms. Kroes received her M.S. in Economics from Erasmus University.

  30. Qualifications

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

  31. Qualifications

    | | Oscar Munoz Age: 63 Director Since: 2022 |

  32. Qualifications

    Oscar Munoz has served as a Director since January 2022 and was previously a member of our Global Advisory Board from December 2020 to December 2021. Mr. Munoz served as Chief Executive Officer of United Airlines Holdings, Inc., an aviation company, from September 2015 to May 2020. Prior to that, Mr. Munoz served as President and Chief Operating Officer of CSX Corporation, a railroad and intermodal transportation services company, from February 2015 to September 2015, Executive Vice President and Chief Operating Officer of CSX from 2012 to 2015, and Executive Vice President and Chief Financial Officer of CSX from 2003 to 2012. Mr. Munoz currently serves on the Board of Directors of CBRE Group, Inc., Univision Holdings, Inc. and Archer Aviation Inc., and within the past five years, served as Executive Chairman of the Board of United Airlines Holdings, Inc. He is also on the Board of Trustees of Fidelity’s Equity & High Income Fund. Mr. Munoz received his B.A. from the University of Southern California and M.B.A. from Pepperdine University. Mr. Munoz brings valuable expertise in management, corporate finance and accounting to our Board. His diverse background, along with his tenure in executive positions and service on the boards of other public companies, supports our conclusion that Mr. Munoz has the necessary and desired skills, experience and perspective to serve on our Board.

  33. Qualifications

    | 14 | | 2022 Proxy Statement |

  34. Qualifications

    | | Sanford Robertson Lead Independent Director Age: 90 Director Since: 2003 Committees: Audit & Finance Nominating & Corporate Governance (Chair) Real Estate Mergers & Acquisitions |

  35. Qualifications

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

  36. Qualifications

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

  37. Qualifications

    | | John V. Roos Age: 67 Director Since: 2013 Committees: Compensation (Chair) Privacy & Ethical Use |

  38. Qualifications

    John V. Roos has served as a Director since September 2013. He served as the U.S. Ambassador to Japan from 2009 to 2013. Ambassador Roos currently serves as Co-Founding Partner of Geodesic Capital, a mid-late stage venture capital firm he started in 2015. Ambassador Roos has also served as Senior Advisor to Centerview Partners, an international investment banking advisory firm, since April 2014 and as Advisor for the Toyota Research Institute since January 2016. From 1985 to 2009, Ambassador Roos practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati, P.C., where he held the position of Chief Executive Officer. Ambassador Roos currently serves on the Board of Directors of Rakuten Group, Inc. and the Maureen and Mike Mansfield Foundation. Within the past five years, Ambassador Roos also served on the Board of Directors of Sony Corporation and the Global Advisory Board of Mitsubishi UFJ Financial Group. Ambassador Roos received his A.B. in Political Science from Stanford University and J.D. from Stanford Law School. Ambassador Roos brings valuable international and strategic expertise to our Board, and possesses an extensive and broad background in management, leadership and law. This extensive experience supports our conclusion that Ambassador Roos has the necessary and desired skills, experience and perspective to serve on our Board.

  39. Qualifications

    | 2022 Proxy Statement | | 15 |

  40. Qualifications

    | | Robin Washington Financial Expert Age: 59 Director Since: 2013 Committees: Audit & Finance (Chair) Cybersecurity |

  41. Qualifications

    Robin Washington has served as a Director since September 2013. Ms. Washington served as an advisor to Gilead Sciences, Inc., a biopharmaceutical company, from November 2019 to March 2020. She joined Gilead as Senior Vice President and Chief Financial Officer in 2008 and served as its Executive Vice President and Chief Financial Officer from February 2014 to November 2019. Prior to Gilead, Ms. Washington served as Chief Financial Officer of Hyperion Solutions, an enterprise software company, from 2006 to 2007. Prior to Hyperion, Ms. Washington spent nearly 10 years at PeopleSoft, Inc., a provider of enterprise application software, where she served in a number of executive positions. Ms. Washington currently serves on the Board of Directors of Alphabet Inc., Honeywell International, Inc. and Vertiv Holdings Co. Ms. Washington is a Certified Public Accountant and received her B.A. in Business Administration from the University of Michigan and M.B.A. from Pepperdine University.

  42. Qualifications

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

  43. Qualifications

    | | Maynard Webb Age: 66 Director Since: 2006 Committees: Audit & Finance Compensation Cybersecurity (Chair) Merger & Acquisitions (Chair) |

  44. Qualifications

    Maynard Webb has served as a Director since September 2006. Mr. Webb is the founder of Webb Investment Network, an early stage venture capital firm he started in 2010. Mr. Webb served as Chairman of the Board of LiveOps, Inc., a provider of on-demand call center solutions, from 2008 to 2013 and as its Chief Executive Officer from 2006 to 2011. Prior to that, Mr. Webb served as Chief Operating Officer of eBay Inc., a global online marketplace, from 2002 to 2006 and as President of eBay Technologies from 1999 to 2002. Previously, Mr. Webb served as Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer, and Vice President and Chief Information Officer at Bay Networks, Inc., a computer networking products manufacturer. Mr. Webb currently serves on the Board of Directors of Visa Inc., and within the past five years, also served as Chairman of the Board of Yahoo! Inc. Mr. Webb received his B.A.A. from Florida Atlantic University. Mr. Webb brings extensive experience in management, engineering and technical operations to our Board. Additionally, his tenure in management positions at various technology companies, along with his service on the boards of other public companies, supports our conclusion that Mr. Webb has the necessary and desired skills, experience and perspective to serve on our Board.

  45. Qualifications

    | 16 | | 2022 Proxy Statement |

  46. Qualifications

    | | Susan Wojcicki Age: 53 Director Since: 2014 Committees: Mergers & Acquisitions Privacy & Ethical Use |

  47. Qualifications

    Susan Wojcicki has served as a Director since December 2014. Ms. Wojcicki has served as Chief Executive Officer of YouTube, a digital video platform and subsidiary of Alphabet Inc. (previously Google Inc.), since February 2014. She joined Google as its marketing manager in 1999, and after serving in various positions in marketing and product development, Ms. Wojcicki served as Google’s Senior Vice President of Advertising & Commerce from April 2011 to January 2014. Prior to Google, she worked at Intel Corporation and served as a management consultant at consulting firms Bain & Company and R.B. Webber & Company. Ms. Wojcicki received her A.B. in History and Literature from Harvard University, M.S. in Economics from the University of California, Santa Cruz and M.B.A. from the University of California, Los Angeles. Ms. Wojcicki brings extensive experience in management, operations and marketing in the technology sector to our Board. Additionally, her expertise in technology, brand building and product development supports our conclusion that Ms. Wojcicki has the necessary and desired skills, experience and perspective to serve on our Board

  48. Qualifications

    | 2022 Proxy Statement | | 17 |

  49. Identification, Criteria and Evaluation of Director Nominees

    Identification, Criteria and Evaluation of Director Nominees The Governance Committee uses a variety of methods for identifying and evaluating director nominees. The Governance Committee regularly assesses the appropriate size, composition and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. Candidates may come to the attention of the Governance Committee through directors, management, stockholders or third parties. If the Governance Committee believes that the Board requires additional candidates for nomination, the Governance Committee may engage, as appropriate, a third-party search firm to assist in identifying qualified candidates. The evaluation of these candidates may be based solely upon information provided to the Governance Committee or may also include discussions with persons familiar with the candidate, an interview of the candidate or other actions the Governance Committee deems appropriate, including the use of third parties to review candidates. The Governance Committee will evaluate and recommend candidates for membership on the Board consistent with criteria established by the committee. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. They must have an inquisitive and objective perspective and mature judgment. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. The Governance Committee also focuses on diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. The Governance Committee does not have a formal policy with respect to diversity; however, the Board and the Governance Committee believe that it is essential that the Board members represent diverse viewpoints. The Governance Committee assesses its effectiveness in this regard as part of the Board evaluation process. Director candidates also must have sufficient time available in the judgment of the Governance Committee to perform all Board and committee responsibilities. Members of the Board are expected to prepare for, attend and participate in Board and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although the Governance Committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders. The Governance Committee will also seek appropriate input from the Co-CEOs from time to time in assessing the needs of the Board for relevant background, experience, diversity and skills of its members. Stockholders may recommend director candidates for general consideration by the Governance Committee by submitting the individual’s name, qualifications and the other information set forth in our Bylaws applicable to director nominees by stockholders to the Secretary of the Company. The Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

  50. Compensation of Directors

    Compensation of Directors Under our fiscal 2022 compensation policy for non-employee directors, on February 1, 2021, each non-employee director serving at such time received an RSU grant with a grant date fair value of approximately $375,000, vesting in four equal installments on February 22, May 22, August 22, and November 22, 2021, subject to each non-employee director’s continued service through each such date. Ms. Alber received a prorated RSU grant on December 1, 2021 in connection with her commencement of service on our Board, with a grant date fair value of $64,636 which vested on February 22, 2022. Mr. Munoz commenced service on the Board on January 1, 2022 and received a pro-rated RSU grant on February 1, 2022 with a grant date fair value of $31,800, which vested on February 22, 2022, for his service in fiscal 2022. Mr. Munoz’s pro-rated grant will be reported in the Director Compensation Table for Fiscal 2023, in accordance with SEC rules. All equity awards were made pursuant to our 2013 Equity Incentive Plan. In addition, the chair of the Audit Committee received an additional $10,000 in cash per quarter, and the chair of each other Board committee received an additional $5,000 in cash per quarter. The Lead Independent Director also received an additional $7,500 in cash per quarter. We also reimbursed our non-employee directors for travel, lodging and other reasonable expenses incurred in connection with attending Company events. The following table sets forth information concerning the compensation earned during fiscal 2022 by our Board members. The table excludes Messrs. Benioff, Taylor and Harris, who did not receive separate compensation for their service as directors for fiscal 2022.

  51. Compensation of Directors

    | 2022 Proxy Statement | | 23 |

  52. DIRECTOR COMPENSATION FOR FISCAL 2022

    DIRECTOR COMPENSATION FOR FISCAL 2022

  53. DIRECTOR COMPENSATION FOR FISCAL 2022

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Laura Alber | — | $64,636 | $64,636 | | Craig Conway | $10,000 | $374,903 | $384,903 | | Alan Hassenfeld(2) | $5,000 | $374,903 | $379,903 | | Neelie Kroes | $20,000 | $374,903 | $394,903 | | Oscar Munoz(3) | — | — | — | | General Colin Powell(4) | — | $374,903 | $374,903 | | Sanford Robertson(5) | $50,000 | $374,903 | $424,903 | | John V. Roos(5) | $20,000 | $374,903 | $394,903 | | Robin Washington | $40,000 | $374,903 | $414,903 | | Maynard Webb | $35,000 | $374,903 | $409 903 | | Susan Wojcicki | — | $374,903 | $374,903 |

  54. DIRECTOR COMPENSATION FOR FISCAL 2022

    | (1) Stock awards consist of an RSU grant on February 1, 2021 to each of our then-serving non-employee directors with a grant date fair value of $374,903. The RSUs vested in four equal installments on each of February 22, 2021, May 22, 2021, August 22, 2021 and November 22, 2021, subject to continued service through each such date. In addition, Ms. Alber received an RSU grant on December 1, 2021 in connection with her commencement of service on the Board with a grant date fair value of $64,636. Ms. Alber’s RSUs vested on February 22, 2022. 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. Ms. Alber held 257 unvested RSUs as of January 31, 2022. No other non-employee directors held unvested stock awards as of the end of fiscal 2022. |

  55. DIRECTOR COMPENSATION FOR FISCAL 2022

    | (2) Mr. Hassenfeld waived his August 2021 FY22Q3 Quarterly Real Estate Committee Chair fee of $5,000 otherwise earned and payable in fiscal year 2022. |

  56. DIRECTOR COMPENSATION FOR FISCAL 2022

    | (3) Mr. Munoz commenced service on the Board on January 1, 2022 and received a pro-rated RSU grant on February 1, 2022 in connection with his commencement of service with a grant date fair value of $31,800, which vested on February 22, 2022. This grant was for his service in fiscal 2022, but in accordance with SEC rules, such amount will be reported as compensation for fiscal 2023. |

  57. DIRECTOR COMPENSATION FOR FISCAL 2022

    | (4) Mr. Powell passed away in October 2021. Pursuant to the terms of Mr. Powell’s equity award, the unvested shares subject to the RSU award that would have vested on November 1, 2021 vested upon his death. |

  58. DIRECTOR COMPENSATION FOR FISCAL 2022

    | (5) On occasion, guests of Mr. Robertson and Mr. Roos may accompany them or other Salesforce employees, at no incremental cost to the Company, on corporate aircraft used for business purposes. |

  59. Fiscal 2023 Director Compensation Program

    Fiscal 2023 Director Compensation Program Our Governance Committee periodically reviews our director compensation program. In considering and ultimately recommending the compensation for our non-employee directors for fiscal 2023, the Governance Committee considered the views and interests of stockholders, and it reviewed a report on non-employee director compensation practices at a group of peer companies prepared by Compensia setting forth competitive market data for the same peer group used to assess Executive Officer compensation. The Governance Committee determined that the companies included within this peer group were appropriate comparators for our industry, size, and competitive environment for executives and directors. After this review and upon the recommendation of the Governance Committee, in December 2021 the Board updated the non-employee director compensation program to increase the value of the annual RSU grant to non-employee directors from $375,000 to $395,000. The RSU grants continue to vest in four equal installments on February 22, May 22, August 22, and November 22, subject to each non-employee director’s continued service through such date. No changes were made to the cash compensation provided under the non-employee director compensation program.

  60. Highlights of Our Executive Compensation Program Over Time

    | FY2016 | • Introduced PRSUs for Mr. Benioff to further align his compensation with stockholder returns. | | FY2017 | • Reduced Mr. Benioff’s total compensation to respond to stockholder feedback. • Expanded our use of PRSUs to all Executive Officer direct reports of the CEO to further align pay with performance. | | FY2018 | • Granted no annual equity awards due to a change in the timing of our grant cycle (November to March), to allow the Compensation Committee to evaluate Company and individual performance for the prior full fiscal year when making annual equity award decisions. | | FY2019 | • Equity awards granted in FY2019 reflected a 1.33 year equity cycle due to the change in our grant timing in FY2018. • Expanded our use of PRSUs further to all Executive Vice Presidents and above. | | FY2020 | • No changes made to our Executive Compensation Program. | | FY2021 | • Annual equity grants to eligible employees, including our NEOs, delayed from March to April in light of COVID-19 market disruption. | | FY2022 | • No changes made to our Executive Compensation Program. |

  61. Fiscal 2022 Compensation Program Highlights

    | • | Continued Use of PRSUs. In fiscal 2022, the Compensation Committee continued the use of PRSUs for all Executive Vice Presidents and above, with Mr. Benioff receiving 60% of his total target value of equity awards in the form of PRSUs, with target payout requiring 60th percentile relative TSR performance. |

  62. Stockholder Outreach, Board Responsiveness and Program Evolution

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

  63. Stockholder Outreach, Board Responsiveness and Program Evolution

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

  64. Stockholder Outreach, Board Responsiveness and Program Evolution

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

  65. Compensation Philosophy, Objectives and Challenges

    Compensation Philosophy, Objectives and Challenges Philosophy and Objectives. Our compensation philosophy is driven by our objective to attract and retain the premier talent needed to lead our Company in a dynamic, innovative and extremely competitive environment and to strongly align the interests of our Executive Officers with those of our stockholders for the long term. To accomplish this, we use compensation structures directly tied to the performance of our common stock, as well as key drivers of Company performance, including revenue, operating cash flow and non-GAAP income from operations. Our Executive Officer compensation program is aligned with our overall business strategy, with a focus on driving growth and long-term value for our stockholders. Our Executive Officer compensation program, including the program for our NEOs, is structured to use a mix of base salary, annual performance-based cash incentive awards and long-term equity awards to incentivize and reward those individuals who make the greatest contributions to our performance and creation of stockholder value over time. The majority of our Executive Officer compensation is variable, with the largest portion in the form of long-term equity awards. Some elements of Executive Officer compensation, such as stock options and restricted stock units (“RSUs”), are extended to some employees beyond the Executive Officer group. Similarly, as a result of competitive demands and the nature of various roles, certain types of compensation may be offered to other employees that are not offered to Executive Officers. Challenges. We operate in a highly competitive market and industry, and the competition for executive talent continues to intensify. The challenges we face in hiring and retaining Executive Officers are due to a number of factors, including:

  66. Compensation Elements and Compensation for Named Executive Officers

    Compensation Elements and Compensation for Named Executive Officers We award cash compensation to our NEOs in the form of base salaries and annual cash incentives under our Gratitude Bonus Plan, and we award equity compensation in the form of stock options, RSUs and PRSUs. To a lesser extent we also provide certain other benefits, generally consistent with what we provide to other employees, as described further below. We believe that each of these compensation elements is necessary to attract and retain individuals in a very competitive market for executive talent. A description of our key pay elements, the applicable performance measures and the rationale for each element is set forth in the following table:

  67. Base Salaries

    | • | for all Executive Officers, a comparison to the base salaries paid by the companies in our compensation peer group; |

  68. Base Salaries

    In late fiscal 2021, the Compensation Committee conducted a review of our Executive Officer compensation program for purposes of informing its decisions regarding the base salaries and bonus opportunities for our Executive Officers for fiscal 2022. These decisions took into account the above factors as well as overall Company and individual performance and the roles and responsibilities of each of our Executive Officers. At the beginning of fiscal 2022, the Compensation Committee approved fiscal 2022 base salaries and bonus opportunities for the Executive Officers (including the NEOs). The Compensation Committee initially approved an annual base salary of $1,000,000 for Mr. Taylor. In connection with his appointment as Co-CEO on November 30, 2021, taking into account the same factors used to set base salaries at the beginning of fiscal 2022, his annual base salary was increased to $1,400,000. The below table reflects the base salary earned by each NEO as of January 31, 2022:

  69. Performance-Based Cash Bonuses

    Performance-Based Cash Bonuses We provide annual performance-based cash incentive awards linked to achievement against certain corporate performance goals under our broad-based Gratitude Bonus Plan. The Compensation Committee believes that this plan’s annual performance metrics contribute to driving long-term stockholder value, play an important role in influencing Executive Officer performance and help attract, motivate and retain our Executive Officers and other employees. Under the Gratitude Bonus Plan, the Compensation Committee establishes three bonus pools: one for our Executive Officers, including the NEOs, a second for SVPs and above and a third for all other employees. Each pool may be funded based on achievement of certain Company performance goals pre-established by the Committee for each of the groups. Funding of the pool applicable to Executive Officers is capped at 100%, unless otherwise determined by the Compensation Committee. The performance goals applicable to Executive Officers in fiscal 2022 are discussed in more detail below. Typically, after the first half of the fiscal year, we pay 25% of the full target bonus amount, and after the end of the fiscal year, we pay the remaining amount. The remaining amount is determined based on the level of achievement against the applicable Company performance goals and may also take into account individual performance. The Compensation Committee administers the Gratitude Bonus Plan with respect to our Executive Officers and determines the amounts of any awards under this plan to our Executive Officers. Once the pool is funded, individual bonus amounts are determined by the Compensation Committee for each of our Executive Officers. Individual bonus amounts are capped at 125% of the individual’s target payout opportunity. The Committee may increase or decrease awards under this plan in its discretion based on factors the Committee deems appropriate, including an assessment of individual performance and input from our Co-CEOs. Historically, the Compensation Committee has determined not to pay more than 100% of the target bonus to any of our Executive Officers.

  70. Fiscal 2022 Target Cash Bonus Opportunity

    Fiscal 2022 Target Cash Bonus Opportunity To establish our Executive Officers’ individual target cash bonus opportunities, which are expressed as a percentage of base salary, the Compensation Committee considers competitive pay data, input from its compensation consultant, and the level, position, objectives and scope of responsibilities of each Executive Officer, as well as considerations of internal parity among similarly situated Company Executive Officers. At the beginning of fiscal 2022, based on its review of our executive compensation program, peer company data, and the other factors described above, the Compensation Committee approved target annual cash bonus opportunities for fiscal 2022 for each of our NEOs. The Compensation Committee initially approved a target annual cash bonus opportunity of 150% of base salary for Mr. Taylor. In connection with his appointment as Co-CEO on November 30, 2021, this target annual cash bonus opportunity was increased to 200% of base salary, equivalent to that of Mr. Benioff. The below table reflects the target bonus opportunity for each NEO as of January 31, 2022:

  71. Fiscal 2022 Target Cash Bonus Opportunity

    | Named Executive Officer | Fiscal 2022 Target Cash Bonus Percentage(1) | Change in Target Cash Bonus Percentage from Fiscal 2021 | Fiscal 2022 Target Cash Bonus Opportunity | | Mr. Benioff | 200% | No change | $3,100,000 | | Mr. Taylor | 200%(2) | 100% | $1,691,325(3) | | Ms. Weaver | 100% | —(4) | $1,000,000 | | Mr. Harris | 100% | No change | $1,000,000 | | Mr. Patterson(5) | 100% | No change | $1,022,818 | | Mr. Tallapragada | 100% | No change | $1,000,000 |

  72. Fiscal 2022 Target Cash Bonus Opportunity

    | (1) As a percentage of base salary. |

  73. Fiscal 2022 Target Cash Bonus Opportunity

    | (2) Mr. Taylor’s target cash bonus percentage was 150% of his base salary while he served as COO in fiscal 2022. On November 30, 2021, in connection with his appointment to Co-CEO, his target cash bonus percentage was increased to 200% of his base salary. |

  74. Fiscal 2022 Target Cash Bonus Opportunity

    | (3) Mr. Taylor’s fiscal 2022 Target Cash Bonus Opportunity is calculated as approximately 158% of his eligible base salary, which is based on the weighted average of a target bonus percentage of 150% of base salary for the period in fiscal 2022 in which he served as COO and 200% of base salary for the period in fiscal 2022 in which he served as Co-CEO. |

  75. Fiscal 2022 Target Cash Bonus Opportunity

    | (4) Ms. Weaver was not an NEO in fiscal 2021. |

  76. Fiscal 2022 Target Cash Bonus Opportunity

    | (5) Mr. Patterson is paid in British Pounds. Amounts shown are based on the GBP Exchange Rate. |

  77. Fiscal 2022 Cash Bonus Pool Payout Metrics, Performance and Fiscal 2022 Payouts

    Fiscal 2022 Cash Bonus Pool Payout Metrics, Performance and Fiscal 2022 Payouts For fiscal 2022, the amount of the bonus pool for Executive Officers was based on our performance during the fiscal year compared to pre-established target levels for three equally weighted measures. These performance metric targets were established in early March 2021 and adjusted shortly thereafter to reflect a revised timeline for the closing of the acquisition of Slack. The Compensation Committee believes that these measures and this weighting are appropriate to incentivize achievement of certain annual corporate performance goals that further our strategy and that are used by investors to evaluate our financial performance. The Compensation Committee believes that targets for the cash pool should be rigorous and challenging and therefore the target levels exceeded the financial guidance the Company publicly announced at the beginning of the fiscal year. Additionally, as shown below, the fiscal 2022 target levels were significantly higher than the fiscal 2021 targets and fiscal 2021 actual results.

  78. Fiscal 2022 Cash Bonus Pool Payout Metrics, Performance and Fiscal 2022 Payouts

    | 2022 Proxy Statement | | 41 |

  79. Annual Bonus Performance Metric Targets

    Annual Bonus Performance Metric Targets (all amounts in millions)

  80. Annual Bonus Performance Metric Targets

    | | Fiscal 2021 | | | | Fiscal 2022 | | | | | | Guidance(1) | Target | Actual(2) | Achievement | Guidance(3) | Target | Actual(2) | Achievement | | Revenue | $21,000 - $21,100 | $21,348 | $21,252 | 99.6% of Target | $25,650 - $25,750 | $25,947 | $26,492 | 102.1% of Target | | Operating Cash Flow | $5,197 | $5,325 | $4,801 | 90.2% of Target | $5,281 - $5,329 | $5,450 | $6,000 | 110.1% of Target | | Non-GAAP Income from Operations | N/A | $3,856 | $3,765 | 97.6% of Target | N/A | $4,618 | $5,031 | 108.9% of Target |

  81. Annual Bonus Performance Metric Targets

    | (1) Guidance as published at the beginning of fiscal 2021, on February 25, 2020. |

  82. Annual Bonus Performance Metric Targets

    | (2) Results based on adjustments applicable to the Gratitude Bonus Plan, as described in more detail below. |

  83. Annual Bonus Performance Metric Targets

    | (3) Guidance as published at the beginning of fiscal 2022, on February 25, 2021. |

  84. Annual Bonus Performance Metric Targets

    For purposes of the Gratitude Bonus Plan, “Revenue” is defined as our GAAP revenues, as may be adjusted to exclude certain acquisitions. “Operating Cash Flow” is defined as our GAAP operating cash flow. “Non-GAAP Income from Operations” is defined as our non-GAAP income from operations (revenues less cost of revenues and operating expenses, excluding the impact of stock-based compensation expense and amortization of acquisition-related intangible assets), as may be adjusted to exclude certain acquisitions and not including the impact of amounts payable under the Gratitude Bonus Plan. The Compensation Committee believes that basing the Executive Officer bonus pool under the Gratitude Bonus Plan on these measures aligns Executive Officer incentives with stockholder interests in accordance with our compensation philosophy. The Compensation Committee has the discretion to increase or decrease the bonus amounts actually paid to individual Executive Officers but did not exercise such discretion for fiscal 2022 awards, although the Company’s performance for fiscal 2022 exceeded the target for all three measures. Instead, the Compensation Committee continued to cap funding of the Executive Officer bonus pool and set the amounts payable to each individual NEO with respect to fiscal 2022 at 100% of the target opportunity. Accordingly, the cash bonuses paid to the NEOs for fiscal 2022 under the Gratitude Bonus Plan were:

  85. Annual Bonus Performance Metric Targets

    | Named Executive Officer | Fiscal 2022 Bonus Payment | | Mr. Benioff | $3,100,000 | | Mr. Taylor(1) | $1,691,325 | | Ms. Weaver | $1,000,000 | | Mr. Harris | $1,000,000 | | Mr. Patterson(2) | $1,022,818 | | Mr. Tallapragada | $1,000,000 |

  86. Annual Bonus Performance Metric Targets

    | (1) Mr. Taylor’s fiscal 2022 Target Cash Bonus Opportunity is calculated as approximately 158% of his eligible base salary, which is based on the weighted average of a target bonus percentage of 150% of base salary for the period in fiscal 2022 in which he served as COO and 200% of base salary for the period in fiscal 2022 in which he served as Co-CEO. |

  87. Annual Bonus Performance Metric Targets

    | (2) Mr. Patterson is paid in British Pounds. Amounts shown are based on the GBP Exchange Rate. |

  88. Equity Compensation

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

  89. Performance-Based Restricted Stock Units (PRSUs)

    Performance-Based Restricted Stock Units (PRSUs) We grant equity awards subject to pre-established performance-based vesting conditions. We initially granted PRSUs to Mr. Benioff in fiscal 2016 and, in fiscal 2017, the Compensation Committee expanded the use of PRSUs to all of our Executive Officers who reported directly to the CEO at that time. In fiscal 2019, the Compensation Committee further expanded the use of PRSUs in our annual equity award program more broadly to all executive vice presidents and above. The PRSUs that we have granted to date contain the following key terms:

  90. Performance-Based Restricted Stock Units (PRSUs)

    | • | A single, three-year performance period |

  91. Performance-Based Restricted Stock Units (PRSUs)

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

  92. Performance-Based Restricted Stock Units (PRSUs)

    | • | The performance metric is three-year relative TSR compared to the Nasdaq 100 Index group of companies as of the grant date (the “PRSU Index Group”) |

  93. Performance-Based Restricted Stock Units (PRSUs)

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

  94. Performance-Based Restricted Stock Units (PRSUs)

    | • | Target payout requires 60th percentile TSR performance |

  95. Performance-Based Restricted Stock Units (PRSUs)

    | • | Payouts commence if performance is above the 30th TSR percentile, with no payout if performance is below the 30th TSR percentile |

  96. Performance-Based Restricted Stock Units (PRSUs)

    | • | A maximum payout capped at 2x target |

  97. Performance-Based Restricted Stock Units (PRSUs)

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

  98. Performance-Based Restricted Stock Units (PRSUs)

    | 42 | | 2022 Proxy Statement |

  99. Performance-Based Restricted Stock Units (PRSUs)

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

  100. Performance-Based Restricted Stock Units (PRSUs)

    | Percentile Rank | Payout if Absolute TSR Positive | Payout if Absolute TSR Negative(1) | | 99th | 200% | 100% | | 90th | 177% | 100% | | 80th | 151% | 100% | | 70th | 126% | 100% | | 60th | 100% | 100% | | 50th | 67% | 67% | | 40th | 33% | 33% | | 30th | 0% | 0% |

  101. Performance-Based Restricted Stock Units (PRSUs)

    | (1) Potential payout is capped at 100% of target if our absolute TSR is negative. |

  102. Performance-Based Restricted Stock Units (PRSUs)

    Additional vesting rules apply in the event of a change of control of the Company, as described under “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” beginning on page 58.

  103. Performance-Based Restricted Stock Units (PRSUs)

    | 2022 Proxy Statement | | 43 |

  104. Historic PRSU Award Cycles and Performance

    | (2) rTSR is the Company’s relative TSR, i.e., its TSR measured against the TSRs of the PRSU Index Group. |

  105. Fiscal 2022 PRSU Payout

    Fiscal 2022 PRSU Payout As reflected in the chart above, PRSUs granted in fiscal 2019 vested and were paid out on April 15, 2021. The applicable performance period ended on March 22, 2021 and the Company’s TSR was at the 72nd percentile of the PRSU Index Group. As a result, 131% of the target PRSUs granted to Messrs. Benioff, Taylor, Harris, Tallapragada and Ms. Weaver vested on April 15, 2021. Mr. Patterson was not an employee of the Company in fiscal 2019.

  106. Fiscal 2022 PRSU Payout

    | Named Executive Officer | Target PRSU Shares Granted in Fiscal 2019 | Earned PRSU Shares Paid in Fiscal 2022 | Actual Award Value(1) | | Mr. Benioff | 104,127 | 136,406 | $31,782,598 | | Mr. Taylor | 19,283 | 25,260 | $5,885,580 | | Ms. Weaver | 9,642 | 12,631 | $2,943,023 | | Mr. Harris | 19,283 | 25,260 | $5,885,580 | | Mr. Tallapragada | 19,284 | 25,262 | $5,886,046 |

  107. Fiscal 2022 PRSU Payout

    | (1) Such amounts are based on a stock price of $233.00, the Company’s closing stock price on April 15, 2021. |

  108. Fiscal 2023 PRSU Payout

    Fiscal 2023 PRSU Payout PRSUs granted in fiscal 2020 recently completed the three year performance period, ending in fiscal 2023 and were paid out on April 15, 2022. The applicable performance period ended on March 22, 2022 and the Company’s TSR was at the 36th percentile of the PRSU Index Group. As a result, 20% of the target PRSUs granted to Messrs. Benioff, Taylor, Harris, and Tallapragada and Ms. Weaver vested on April 15, 2022.

  109. Fiscal 2023 PRSU Payout

    | Named Executive Officer | Target PRSU Shares Granted in Fiscal 2020 | Earned PRSU Shares Paid in Fiscal 2023 | Actual Award Value(1) | | Mr. Benioff | 74,391 | 14,878 | $2,818,042 | | Mr. Taylor | 15,499 | 3,099 | $586,982 | | Ms. Weaver | 15,499 | 3,099 | $586,982 | | Mr. Harris | 17,048 | 3,409 | $645,699 | | Mr. Tallapragada | 15,499 | 3,099 | $586,982 |

  110. Fiscal 2023 PRSU Payout

    | (1) PRSUs granted in fiscal 2020 vested and were paid out in shares on April 15, 2022. Such amounts are based on a stock price of $189.41, the Company’s closing stock price on April 14, 2022. |

  111. Stock Options

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

  112. Restricted Stock Units (RSUs)

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

  113. Fiscal 2022 Equity Award Decisions

    Fiscal 2022 Equity Award Decisions In March of 2021, the Compensation Committee granted fiscal 2022 equity awards in the form of stock options, RSUs, and PRSUs to the NEOs as shown below with vesting and other terms as described above. In determining the amounts of these fiscal 2022 equity awards, the Compensation Committee took into account the outstanding performance of the Company and the NEOs during fiscal 2021. Each of our NEOs, other than Mr. Benioff, received approximately 25% of their March 2021 equity award value in RSUs, 25% of their equity award value in PRSUs, and 50% of their equity award value in stock options. Mr. Benioff did not receive any RSUs. Instead, he received approximately 40% of his fiscal 2022 equity award value in stock options and 60% of his fiscal 2022 equity award value in PRSUs, both of which the Compensation Committee considers to be performance-based. In December 2021, in connection with Mr. Taylor’s appointment as Co-CEO, he received an additional equity grant with an aggregate grant date fair value of $5,000,168. Similar to Mr. Benioff’s annual equity awards, approximately 40% of Mr. Taylor’s December 2021 equity award value was granted in stock options and 60% of his December 2021 equity award value was granted in PRSUs, both of which the Compensation Committee considers to be performance-based.

  114. Fiscal 2022 Equity Award Decisions

    | 2022 Proxy Statement | | 45 |

  115. Fiscal 2022 Equity Award Decisions

    | Named Executive Officer | FY22 Stock Options ($)(1) | FY22 Stock Options (#) | FY22 RSUs ($)(1) | FY22 RSUs (#) | FY22 PRSUs ($)(1) | FY22 PRSUs (# at target) | | Mr. Benioff | $9,000,018 | 158,261 | — | — | $13,500,117 | 65,694 | | Mr. Taylor(2) | $9,500,066 | 162,110 | $3,750,198 | 17,429 | $6,750,278 | 32,336 | | Ms. Weaver | $6,000,050 | 105,508 | $3,000,115 | 13,943 | $3,000,095 | 14,599 | | Mr. Harris | $6,000,050 | 105,508 | $3,000,115 | 13,943 | $3,000,095 | 14,599 | | Mr. Patterson | $6,000,050 | 105,508 | $3,000,115 | 13,943 | $3,000,095 | 14,599 | | Mr. Tallapragada | $6,000,050 | 105,508 | $3,000,115 | 13,943 | $3,000,095 | 14,599 |

  116. Fiscal 2022 Equity Award Decisions

    | (1) Dollar values reported reflect the aggregate grant date fair value of options, RSUs and PRSUs granted to the executives. For further information on how these grant date fair values are calculated, please see footnotes 1 and 2 to the Summary Compensation Table on page 52. |

  117. Fiscal 2022 Equity Award Decisions

    | (2) Consists of equity grants made to Mr. Taylor in March and December 2021. In March 2021, Mr. Taylor received an equity grant of 131,884 stock options (with a grant date fair value of $7,500,006), 17,429 RSUs (with a grant date fair value of $3,750,198) and a grant of 18,249 PRSUs, at target (with a grant date fair value of $3,750,170). In December 2021, Mr. Taylor received an equity grant of 30,226 stock options (with a grant date fair value of $2,000,060) and 14,087 PRSUs, at target (with a grant date fair value of $3,000,108) in connection with his promotion to Co-CEO. |

  118. Retention and Spot Bonuses

    Retention and Spot Bonuses On occasion, the Company awards cash retention bonuses to high-performing employees believed to be at a risk of departure and spot-bonus cash awards to recognize extraordinary efforts. None of our Executive Officers received these types of awards in fiscal 2022.

  119. Role of the Compensation Committee, Tally Sheets and Competitive Data

    Role of the Compensation Committee, Tally Sheets and Competitive Data The Compensation Committee oversees and administers our Executive Officer compensation program in accordance with its Charter, which can be viewed in the Corporate Governance section of our Investor Relations website at http://investor.salesforce.com/corporate-governance. The Committee’s role includes oversight of our equity and incentive-based plans. The Compensation Committee meets regularly throughout the year, and it met 21 times in fiscal 2022. At least annually, it reviews the Executive Officer compensation program overall, and establishes base salaries, target annual cash bonus opportunities and equity grants (if any) for the fiscal year.

  120. Role of the Compensation Committee, Tally Sheets and Competitive Data

    | 46 | | 2022 Proxy Statement |

  121. Role of the Compensation Committee, Tally Sheets and Competitive Data

    In setting these elements of compensation, the Compensation Committee reviews the total target compensation for our Executive Officers and also considers developments in compensation practices outside of the Company. Specifically, the Compensation Committee is provided with competitive positioning data for similarly situated executives at companies in our peer group, as well as summary consolidated information about our Executive Officers’ total compensation and pay history (commonly called “tally sheets”) to use in setting individual compensation elements and making decisions on total Executive Officer compensation levels. Peer data is a helpful reference for the Compensation Committee to assess the competitiveness and appropriateness of our Executive Officer compensation program within our industry sector and the broader business community. Ultimately, the Compensation Committee applies its own business judgment and experience to determine the individual compensation elements, the amount of each compensation element and total target compensation. The Compensation Committee does not set or target the compensation of our Executive Officers at specific levels or within specified percentile ranges relative to peer company pay levels. Depending upon Company and individual performance, as well as the various other factors discussed in this Compensation Discussion and Analysis, target and actual total direct compensation of our Executive Officers, as well as individual compensation elements, may be within, below or above the market range for their positions.

  122. Role of Peer Companies

    Role of Peer Companies The Compensation Committee regularly reviews the appropriateness of the compensation peer group used by the compensation consultant to generate competitive pay data for the Committee’s review in connection with Executive Officer compensation decisions. The compensation consultant regularly analyzes our group of peer companies based on similarity to us on various financial and other measures, such as industry, revenue, market capitalization, number of employees and growth history and potential, as well as competition for Executive Officers. The fiscal 2022 peer group (the “2022 Peer Group”) selected by the Compensation Committee after considering the input of the compensation consultant was:

  123. Role of Peer Companies

    | Adobe Inc. | Microsoft Corporation | | Amazon.com, Inc. | Netflix, Inc. | | Apple Inc. | Oracle Corporation | | Booking Holdings Inc. | Paypal Holdings, Inc. | | Cisco Systems, Inc. | SAP SE | | eBay Inc. | ServiceNow, Inc. | | International Business Machines Corporation | Uber Technologies Inc. | | Intuit Inc. | VMware, Inc. | | Meta Platforms, Inc. (formerly Facebook, Inc.) | Workday, Inc. |

  124. Role of Peer Companies

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

  125. Summary Information Regarding Fiscal 2023 Compensation Decisions

    | Named Executive Officer | Fiscal 2023 Base Salary | Change in Base Salary from Fiscal 2022 | Fiscal 2023 Target Cash Bonus Percentage(1) | Change in Target Cash Bonus Percentage from Fiscal 2023 | | Ms. Weaver | $1,000,000 | No change | 100% | No change | | Mr. Harris | $1,000,000 | No change | 100% | No change | | Mr. Patterson(2) | $1,022,818 | No change | 100% | No change | | Mr. Tallapragada | $1,000,000 | No change | 100% | No change |

  126. Summary Information Regarding Fiscal 2023 Compensation Decisions

    Additionally, in March 2022, the Compensation Committee granted equity awards in the form of stock options, RSUs, and PRSUs to the NEOs with a grant date fair value as shown below, with vesting and other terms as described under “Equity Compensation” beginning on page 42 above.

  127. Summary Information Regarding Fiscal 2023 Compensation Decisions

    | Named Executive Officer | FY23 Stock Options | FY23 RSUs | FY23 PRSUs | | Ms. Weaver | $7,000,007 | $3,500,088 | $3,500,062 | | Mr. Harris | $7,000,007 | $3,500,088 | $3,500,062 | | Mr. Patterson | $7,000,007 | $3,500,088 | $3,500,062 | | Mr. Tallapragada | $7,000,007 | $3,500,088 | $3,500,062 |

  128. Equity Award Grant Practices

    Equity Award Grant Practices The majority of our equity awards are granted on an annual basis, typically in March. New hire and ad hoc awards are generally granted monthly throughout the fiscal year, typically on the 22nd day of the month.

  129. 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 Executive Officers to the detriment of our business. The Compensation Committee and the Board believe that the prospect of such a change of control transaction would likely result in our Executive Officers facing uncertainties about their future employment and distractions resulting from concern over how the potential transaction might affect them. To allow our Executive Officers to focus solely on making decisions that are in the best interests of our stockholders in the event of a possible, threatened, or pending change of control transaction, and to encourage them to remain with us despite the possibility that a change of control might affect them adversely, we have entered into Change of Control and Retention Agreements with each of our Executive Officers, including our NEOs, that provide them with certain payments and benefits in the event of the termination of their employment within the three-month period prior to, or the 18-month period following, a change of control of the Company (referred to as the “change of control period”). Severance payments and benefits under these agreements are conditioned on the NEOs’ signing a release of claims in favor of the Company. The Compensation Committee and the Board believe that these “double-trigger” agreements serve as an important retention tool to ensure that personal uncertainties do not dilute our NEOs’ complete focus on building stockholder value. These agreements provide each of the NEOs (other than Mr. Benioff as described below), who has a qualifying termination of employment during the change of control period with a payment equal to 150% of his or her annual base salary and target cash bonus, Company-paid premiums for health care (medical, dental and vision) continuation coverage for a period of up to 18 months following termination of employment, and the full and immediate vesting of all outstanding and unvested equity awards (based on performance through the date of the change of control for PRSUs). If Mr. Benioff has a qualifying termination of employment during the change of control period, his Change of Control and Retention Agreement provides him with a lump-sum payment equal to 200% of his annual base salary and target cash bonus, Company-paid premiums for health care (medical, dental and vision) continuation coverage for a period of up to 24 months following termination of employment, and the full and immediate vesting of all outstanding and unvested equity awards. See “Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units” on page 58 for specific information regarding how such a qualifying termination would impact the NEOs’ PRSUs. In establishing the terms and conditions of these agreements, the Compensation Committee and the independent members of the Board considered competitive market data and governance best practices information provided by the compensation consultant. The Compensation Committee and the independent members of the Board also evaluated the cost to us of these arrangements and the potential payout levels to each affected Executive Officer under various scenarios. In approving these agreements, they determined that their cost to us and our stockholders was reasonable and not excessive, given the benefit conferred to us. The Compensation Committee and the Board believe that these agreements will help to maintain the continued focus and dedication of our Executive Officers to their assigned duties without the distraction that could result from the possibility of a change of control of the Company.

  130. Taxation of “Parachute” Payments and Deferred Compensation

    Taxation of “Parachute” Payments and Deferred Compensation Sections 280G and 4999 of the Internal Revenue Code provide that executive officers, directors who hold significant equity interests, and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change of control of the Company that exceed certain prescribed limits, and that we (or our successor) may forfeit a deduction on the amounts subject to this additional tax. We did not provide any executive, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that the executive might owe as a result of the application of Sections 280G or 4999 during fiscal 2022 and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement. Section 409A of the Internal Revenue Code imposes significant additional taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the restrictive conditions of the provision. Although we do not maintain a traditional nonqualified deferred compensation plan, Section 409A applies to certain equity awards and severance arrangements. We generally have structured our equity awards in a manner intended to comply with the applicable Section 409A conditions. In addition, the Change of Control and Retention Agreements that we have entered into with the NEOs generally have been drafted or modified in a manner intended to comply with Section 409A.

  131. Accounting for Stock-Based Compensation

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

  132. COMPENSATION RISK ASSESSMENT

    COMPENSATION RISK ASSESSMENT As part of its review of the compensation to be paid to our Executive Officers, as well as the compensation programs generally available to our employees, the Compensation Committee considers potential risks arising from our compensation programs and the management of these risks, in light of our overall business, strategy and objectives. As is the case with our employees generally, our NEOs’ base salaries are fixed in amount and thus do not encourage risk-taking. Bonus amounts under our bonus plan are tied to overall corporate and individual performance, and the bonus pool for Executive Officers is based on our performance during the fiscal year compared to pre-established target levels for three equally weighted measures: revenue, operating cash flow and non-GAAP income from operations. These three financial measures counterbalance each other, decreasing the likelihood that our NEOs or other Executive Officers will pursue any one measure to the detriment of overall financial performance. Combined, these measures limit the ability of an Executive Officer to be rewarded for taking excessive risk on our behalf by, for example, seeking revenue enhancing opportunities at the expense of profitability. Moreover, a significant portion of compensation provided to our NEOs and other Executive Officers is in the form of long-term equity awards, including PRSUs, that help further align their interests with those of our stockholders. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking because the ultimate value of the awards is tied to our stock price and because the awards are staggered and subject to long-term vesting schedules. Our Executive Officer stock ownership guidelines also help ensure that Executive Officers have significant value tied to long-term stock price performance. Additional controls such as our clawback policy, our Code of Conduct and related training, and periodic sub-certification requirements for our Executive Officers, help mitigate the risks of unethical behavior and inappropriate risk-taking.

  133. CEO PAY RATIOS

    CEO PAY RATIOS The fiscal 2022 total compensation of the median employee, based on the compensation of all employees who were employed as of November 1, 2021, other than our Co-CEOs, was $181,612. Mr. Benioff’s fiscal 2022 annual total compensation was $28,602,112 and Mr. Taylor’s fiscal 2022 annual total compensation was $22,794,415. The ratios of our Co-CEOs’ fiscal 2022 pay to that of our median employee (our “Pay Ratios”) were approximately 157-1 and 126-1, respectively. The fiscal 2022 Pay Ratios are a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described herein. First, we identified our employee population as of November 1, 2021 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 Ratios. Finally, we identified the median compensated employee (“Median Employee”) and calculated her or his total compensation consistent with the compensation for our Co-CEOs in accordance with SEC rules and as reflected in the Summary Compensation Table on page 52, the details of which are set forth in the table below:

  134. CEO PAY RATIOS

    | Employee | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compen- sation ($) | All Other Compen- sation ($) | Total ($) | | Marc Benioff, Co-CEO | 2022 | $1,550,000 | — | $13,500,117 | $9,000,018 | $3,100,000 | $1,451,977 | $28,602,112 | | Bret Taylor, Co-CEO | 2022 | $1,067,778 | $500 | $10,500,476 | $9,500,066 | $1,691,325 | $34,270 | $22,794,415 | | Median Employee(1) | 2022 | $78,158 | — | — | — | $85,677 | $17,777 | $181,612 |

  135. CEO PAY RATIOS

    | (1) The median employee was paid in Euros but amounts are reported in dollars based on an exchange rate of $1.116550031 per Euro (the foreign exchange rate as of January 31, 2022). |

  136. CEO PAY RATIOS

    The SEC’s rules for identifying the Median Employee and calculating the Pay Ratios based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the Pay Ratios reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In calculating our Pay Ratios, we did not annualize the compensation of any employees nor did we make use of any of the exclusions allowed under SEC rules. We did, however, exclude approximately 20 employees of LevelJump Software Corp., which we acquired on October 1, 2021, and 51 employees of ServiceTrace GmbH, which we acquired on September 1, 2021, who were not yet harmonized onto our payroll systems on November 1, 2021.

  137. CEO PAY RATIOS

    | 2022 Proxy Statement | | 51 |

  138. CEO PAY RATIOS

    | SUMMARY COMPENSATION TABLE |

  139. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth, for fiscal 2022 and the two prior fiscal years, the compensation reportable for our NEOs, as determined under SEC rules.

  140. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compen- sation | All Other Compen- sation | Total | | Marc Benioff | 2022 | $1,550,000 | — | $13,500,117 | $9,000,018 | $3,100,000 | $1,451,977(3) | $28,602,112 | | Chair of the Board and | 2021 | $1,550,000 | — | $12,000,089 | $8,000,031 | $2,824,100 | $1,366,555 | $25,740,775 | | Co-CEO | 2020 | $1,550,000 | — | $12,000,012 | $8,000,000 | $3,100,000 | $1,319,482 | $25,969,494 | | Bret Taylor | 2022 | $1,067,778(4) | $500(5) | $10,500,476 | $9,500,066 | $1,691,325(6) | $34,270(7) | $22,794,415 | | Vice Chair of the Board and Co-CEO | 2021 | $1,000,000 | $1,500 | $6,000,049 | $6,000,003 | $911,000 | $6,568 | $13,919,121 | | | 2020 | $900,000 | $87,440 | $5,000,164 | $5,000,000 | $900,000 | $56,909 | $11,944,513 | | Amy Weaver President and Chief Financial Officer(8) | 2022 | $1,000,000 | — | $6,000,210 | $6,000,050 | $1,000,000 | $43,254(9) | $14,043,514 | | Parker Harris | 2022 | $1,000,000 | — | $6,000,210 | $6,000,050 | $1,000,000 | — | $14,000,260 | | Chief Technology Officer and Co-Founder | 2021 | $1,000,000 | — | $5,500,148 | $5,500,016 | $911,000 | — | $12,911,164 | | | 2020 | $1,000,000 | — | $5,500,035 | $5,500,000 | $1,000,000 | $727 | $13,000,762 | | Gavin Patterson | 2022 | $1,022,818 | — | $6,000,210 | $6,000,050 | $1,022,818 | $82,713(11) | $14,128,609 | | President and Chief Revenue Officer(10) | 2021 | $947,032 | $1,373,200 | $6,447,991 | $6,623,644 | $548,753 | $209,332 | $16,149,952 | | Srinivas Tallapragada | 2022 | $1,000,000 | — | $6,000,210 | $6,000,050 | $1,000,000 | $5,167(12) | $14,005,427 | | President and Chief | 2021 | $950,000 | $250,000 | $5,500,148 | $5,500,016 | $865,450 | $5,167 | $13,070,781 | | Engineering Officer | 2020 | $900,000 | — | $5,000,164 | $5,000,000 | $900,000 | $5,505 | $11,805,669 |

  141. SUMMARY COMPENSATION TABLE

    | (1) Amounts reported under the Stock Awards column do not reflect compensation actually received by the NEO. Instead, the amounts reported reflect the aggregate grant date fair value of RSUs and PRSUs granted to the executives, which for RSUs is calculated by multiplying the number of shares subject to the award by the closing price of one share of our common stock on the date of grant, and for PRSUs is calculated by multiplying the number of shares subject to the award by the estimated fair value using a Monte Carlo valuation method pursuant to FASB ASC Topic 718. The Monte Carlo valuation method simulates a range of possible future stock prices for Salesforce and each company in the PRSU Index Group over the PRSUs’ three-year performance period using certain factual data and an assumed risk-free interest rate. For each award in fiscal 2022, the expected term was based on the actual three-year term of the PRSUs, the expected volatility of 36% for awards granted on March 22, 2021 and 34.8% for awards granted on December 22, 2021 was based on the Company’s historical stock price volatility over the three years prior to the date of grant to conform to the term of the awards and implied volatility on call options for the Company and the PRSU Index Group, consistent with the methodology addressed in FASB ASC Topic 718-10-55-37, and the expected dividend rate for Salesforce’s stock was based on the current dividend rate of zero, consistent with the statement in our Form 10-K that we do not intend to pay cash dividends for the foreseeable future. In addition to the foregoing, the risk-free rate of interest was 0.32% for PRSUs granted on March 22, 2021 and 0.96% for PRSUs granted on December 22, 2021 derived from prevailing interest rates on zero-coupon U.S. Treasury Bills for corresponding maturities. Based on this methodology, the valuation of the PRSUs granted on March 22, 2021 was 95.5% of the closing price of the Company’s stock on the date of grant for PRSUs and 84.2% of the closing price of the Company’s stock for PRSUs granted on December 22, 2021. |

  142. SUMMARY COMPENSATION TABLE

    | (2) Amounts reported under the Option Awards column do not reflect compensation actually received by the NEO. Instead, the amounts reported are the grant date fair value of stock options granted to the executives as determined pursuant to FASB ASC Topic 718, excluding estimated forfeitures. The assumptions used to calculate the value of option awards are set forth under Note 10 of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for fiscal 2022 filed with the SEC on March 11, 2022. |

  143. SUMMARY COMPENSATION TABLE

    | (3) This amount includes an allocation of costs paid by the Company for security arrangements provided for Mr. Benioff ($1,446,977) that are in addition to security arrangements provided while at work or on business travel. We view these security services as a necessary and appropriate business expense, but have reported incremental costs to us of the arrangements because they may be viewed as conveying a personal benefit to him. Additionally, this amount includes Company contributions to the Company 401(k) plan ($5,000). On occasion, guests of Mr. Benioff also may accompany him or other Salesforce employees, at no incremental cost to the Company, on corporate aircraft used for business purposes. |

  144. SUMMARY COMPENSATION TABLE

    | (4) Mr. Taylor was promoted from COO to Co-CEO effective November 30, 2021. In connection with his appointment, his base salary was increased from $1,000,000 to $1,400,000. |

  145. SUMMARY COMPENSATION TABLE

    | (5) This amount represents the value of a patent bonus awarded to Mr. Taylor. |

  146. SUMMARY COMPENSATION TABLE

    | (6) Mr. Taylor’s fiscal 2022 Target Cash Bonus Opportunity is calculated as approximately 158% of his eligible base salary, which is based on the weighted average of a target bonus percentage of 150% of base salary for the period in fiscal 2022 in which he served as COO and 200% of base salary for the period in fiscal 2022 in which he served as Co-CEO. |

  147. SUMMARY COMPENSATION TABLE

    | 52 | | 2022 Proxy Statement |

  148. SUMMARY COMPENSATION TABLE

    | SUMMARY COMPENSATION TABLE (CONTINUED) |

  149. SUMMARY COMPENSATION TABLE

    | (7) This amount includes an allocation of costs paid by the Company for security benefits provided for Mr. Taylor ($29,270) that include the amounts paid by the Company for a security driver and a rental car used by Mr. Taylor for commuting purposes, as well as Company contributions to the Company 401(k) plan ($5,000). On occasion, guests of Mr. Taylor also may accompany him or other Salesforce employees, at no incremental cost to the Company, on corporate aircraft used for business purposes. |

  150. SUMMARY COMPENSATION TABLE

    | (8) Ms. Weaver was not a Named Executive Officer prior to fiscal 2022. |

  151. SUMMARY COMPENSATION TABLE

    | (9) This amount includes an allocation of costs paid by the Company for security benefits provided for Ms. Weaver ($19,620) and a tax gross-up provided with respect to the security benefits ($18,134), as well as Company contributions to the Company 401(k) plan ($5,500). |

  152. SUMMARY COMPENSATION TABLE

    | (10) Gavin Patterson was not a Named Executive Officer prior to fiscal 2021. Mr. Patterson is paid in British Pounds. Amounts shown for fiscal year 2022 salary, bonus, and non-equity incentive plan compensation are based on the GBP Exchange Rate. Amounts shown for salary, bonus, and non-equity incentive plan compensation for fiscal year 2021 are based on an exchange rate of $1.3731999535 per GBP. |

  153. SUMMARY COMPENSATION TABLE

    | (11) This amount includes $15,646 of tax gross-ups due to family travel on the Company aircraft used for business purposes (paid in British pounds and reported based on the GBP Exchange Rate), $16,097 for a car allowance for Mr. Patterson (paid in British pounds and reported based on the GBP Exchange Rate), and $50,970 related to spousal travel on a corporate aircraft. Additionally, on occasion, guests of Mr. Patterson also may accompany him or other Salesforce employees, at no incremental cost to the Company, on corporate aircraft used for business purposes. |

  154. SUMMARY COMPENSATION TABLE

    | (12) This amount reflects Company contributions to the Company 401(k) plan. |

  155. SUMMARY COMPENSATION TABLE

    | 2022 Proxy Statement | | 53 |

  156. SUMMARY COMPENSATION TABLE

    | GRANTS OF PLAN-BASED AWARDS TABLE |

  157. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth certain information with respect to all plan-based awards granted to the NEOs during fiscal 2022.

  158. GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards(4) | Grant Date Fair Value of Stock and Option Awards(5) | | Name | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | | | Marc Benioff | N/A | — | $3,100,000 | $3,875,000 | — | — | — | — | — | — | — | | | 03/22/2021 | — | — | — | — | 65,694 | 131,388 | — | — | — | $13,500,117 | | | 03/22/2021 | — | — | — | — | — | — | — | 158,261 | $215.17 | $9,000,018 | | Bret Taylor | N/A | — | $1,691,325(6) | $2,114,156 | — | — | — | — | — | — | — | | | 03/22/2021 | — | — | — | — | 18,249 | 36,498 | — | — | — | $3,750,170 | | | 03/22/2021 | — | — | — | — | — | — | — | 131,884 | $215.17 | $7,500,006 | | | 03/22/2021 | — | — | — | — | — | — | 17,429 | — | — | $3,750,198 | | | 12/22/2021 | — | — | — | — | 14,087 | 28,174 | — | — | — | $3,000,108 | | | 12/22/2021 | — | — | — | — | — | — | — | 30,226 | $252.80 | $2,000,060 | | Amy Weaver | N/A | — | $1,000,000 | $1,250,000 | — | — | — | — | — | — | — | | | 03/22/2021 | — | — | — | — | 14,599 | 29,198 | — | — | — | $3,000,095 | | | 03/22/2021 | — | — | — | — | — | — | — | 105,508 | $215.17 | $6,000,050 | | | 03/22/2021 | — | — | — | — | — | — | 13,943 | — | — | $3,000,115 | | Parker Harris | N/A | — | $1,000,000 | $1,250,000 | — | — | — | — | — | — | — | | | 03/22/2021 | — | — | — | — | 14,599 | 29,198 | — | — | — | $3,000,095 | | | 03/22/2021 | — | — | — | — | — | — | — | 105,508 | $215.17 | $6,000,050 | | | 03/22/2021 | — | — | — | — | — | — | 13,943 | — | — | $3,000,115 | | Gavin Patterson | N/A | — | $1,022,818 | $1,278,523 | — | — | — | — | — | — | — | | | 03/22/2021 | — | — | — | — | 14,599 | 29,198 | — | — | — | $3,000,095 | | | 03/22/2021 | — | — | — | — | — | — | — | 105,508 | $215.17 | $6,000,050 | | | 03/22/2021 | — | — | — | — | — | — | 13,943 | — | — | $3,000,115 | | Srinivas Tallapragada | N/A | — | $1,000,000 | $1,250,000 | — | — | — | — | — | — | — | | | 03/22/2021 | — | — | — | — | 14,599 | 29,198 | — | — | — | $3,000,095 | | | 03/22/2021 | — | — | — | — | — | — | — | 105,508 | $215.17 | $6,000,050 | | | 03/22/2021 | — | — | — | — | — | — | 13,943 | — | — | $3,000,115 |

  159. GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The Company’s non-equity incentive plan awards, and how they were determined under the Gratitude Bonus Plan, are based upon a formula that may include some discretion as to amounts paid, as discussed under “Compensation Discussion and Analysis—Compensation Elements and Compensation for Named Executive Officers—Performance-Based Cash Bonuses.” “Maximum” amounts shown reflect a 125% individual multiplier limit on payouts to executive officers. Actual amounts paid were paid at 100% of target. Mr. Patterson is paid in British Pounds. Non-Equity Incentive Plan Award amounts for Mr. Patterson are based on the GBP Exchange Rate. |

  160. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) This equity incentive plan award is discussed under “Compensation Discussion and Analysis—Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units.” |

  161. GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) All restricted stock unit awards, performance-based restricted stock unit awards and stock options were granted pursuant to the 2013 Equity Plan. |

  162. GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) The exercise price of the stock options is equal to the closing market price of our common stock on the date of grant or, if the grant date is not a trading day, the closing price on the most recent trading day preceding the grant date. |

  163. GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) The value of a stock award or option award is based on the fair value as of the grant date of such award determined pursuant to FASB ASC Topic 718, which for RSUs is calculated by multiplying the number of shares subject to the award by the closing price of one share of our common stock on the date of grant. 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. The value of our PRSUs is calculated by multiplying the number of shares subject to the award by the estimated fair value using a Monte Carlo valuation method pursuant to FASB ASC Topic 718. For further information on the Monte Carlo valuation method, please see footnote 1 to the Summary Compensation Table on page 52. |

  164. GRANTS OF PLAN-BASED AWARDS TABLE

    | (6) Mr. Taylor’s fiscal 2022 Target Cash Bonus Opportunity is calculated as approximately 158% of his eligible base salary, which is based on the weighted average of a target bonus percentage of 150% of base salary for the period in fiscal 2022 in which he served as COO and 200% of base salary for the period in fiscal 2022 in which he served as Co-CEO. |

  165. GRANTS OF PLAN-BASED AWARDS TABLE

    | 54 | | 2022 Proxy Statement |

  166. GRANTS OF PLAN-BASED AWARDS TABLE

    | OPTION EXERCISES AND STOCK VESTED TABLE |

  167. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth certain information concerning option exercises and the vesting of stock awards and the value realized upon exercise or vesting by the NEOs during fiscal 2022.

  168. 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 (#) | Value Realized on Vesting(2) | | Marc Benioff | 2,012,358 | $401,489,839 | 136,406 | $31,782,598(3) | | Bret Taylor | — | — | 220,195 | $54,391,329(4) | | Amy Weaver | 146,692 | $15,429,912 | 26,245 | $6,232,013(5) | | Parker Harris | 176,485 | $32,852,418 | 42,617 | $10,081,139(6) | | Gavin Patterson | 60,399 | $4,552,902 | 17,157 | $4,201,538(7) | | Srinivas Tallapragada | 135,000 | $24,620,996 | 42,422 | $10,047,541(8) |

  169. OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) The value realized on exercise is pre-tax and represents the difference between the market price of the shares of the Company’s common stock underlying the options when exercised and the applicable exercise price. |

  170. OPTION EXERCISES AND STOCK VESTED TABLE

    | (2) The value realized on vesting is pre-tax and is determined by multiplying the number of vested restricted stock units by the closing price of the Company’s common stock on the vesting date. |

  171. OPTION EXERCISES AND STOCK VESTED TABLE

    | (3) This amount represents the value realized on vesting of PRSUs during fiscal 2022. |

  172. OPTION EXERCISES AND STOCK VESTED TABLE

    | (4) This amount includes $44,233,349 of value realized on vesting of restricted shares acquired by Mr. Taylor in connection with the Company’s acquisition of Quip, Inc. in August 2016 as consideration for his shares in the target company, $5,885,580 of value realized on the vesting of PRSUs granted in March 2018, which vested on April 15, 2021 and $4,272,400 of value realized on vesting of RSUs during fiscal 2022. |

  173. OPTION EXERCISES AND STOCK VESTED TABLE

    | (5) This amount includes $2,943,023 of value realized on the vesting of PRSUs granted in March 2018, which vested on April 15, 2021 and $3,288,990 of value realized on vesting of RSUs during fiscal 2022. |

  174. OPTION EXERCISES AND STOCK VESTED TABLE

    | (6) This amount includes $5,885,580 of value realized on the vesting of PRSUs granted in March 2018, which vested on April 15, 2021 and $4,195,559 of value realized on vesting of RSUs during fiscal 2022. |

  175. OPTION EXERCISES AND STOCK VESTED TABLE

    | (7) This amount represents the value realized on vesting of RSUs during fiscal 2022. |

  176. OPTION EXERCISES AND STOCK VESTED TABLE

    | (8) This amount includes $5,886,046 of value realized on the vesting of PRSUs granted in March 2018, which vested on April 15, 2021 and $4,161,495 of value realized on vesting of RSUs during fiscal 2022. |

  177. OPTION EXERCISES AND STOCK VESTED TABLE

    | 2022 Proxy Statement | | 55 |

  178. OPTION EXERCISES AND STOCK VESTED TABLE

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE |

  179. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE The following table sets forth information with respect to the value of all outstanding equity awards held by our NEOs as of January 31, 2022.

  180. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 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 | | | | | | | | | | 11/22/2015 | 435,116 | — | $80.99 | 11/22/2022 | — | — | — | — | | 11/22/2016 | 151,057 | — | $75.57 | 11/22/2023 | — | — | — | — | | 03/22/2018 | 303,892 | 13,213 | $118.04 | 03/22/2025 | — | — | — | — | | 03/22/2019 | 138,742 | 57,130 | $161.50 | 03/22/2026 | — | — | 74,391 | $17,305,578 | | 04/22/2020 | 88,280 | 113,502 | $154.14 | 04/22/2027 | — | — | 86,344 | $20,086,205 | | 03/22/2021 | — | 158,261 | $215.17 | 03/22/2028 | — | — | 65,694 | $15,282,395 | | Bret Taylor | | | | | | | | | | 08/26/2016(5) | — | — | — | — | 310,139 | $72,147,636 | — | — | | 03/22/2018 | 168,829 | 7,341 | $118.04 | 03/22/2025 | 1,324 | $308,002 | — | — | | 03/22/2019 | 86,714 | 35,706 | $161.50 | 03/22/2026 | 4,838 | $1,125,464 | 15,499 | $3,605,532 | | 04/22/2020 | 66,209 | 85,127 | $154.14 | 04/22/2027 | 10,949 | $2,547,066 | 21,586 | $5,021,551 | | 03/22/2021 | — | 131,884 | $215.17 | 03/22/2028 | 17,429 | $4,054,508 | 18,249 | $4,245,265 | | 12/22/2021 | — | 30,226 | $252.80 | 12/22/2028 | — | — | 14,087 | $3,277,059 | | Amy Weaver | | | | | | | | | | 03/22/2018 | 1,835 | 3,671 | $118.04 | 03/22/2025 | 662 | $154,001 | — | — | | 03/22/2019 | 2,551 | 35,706 | $161.50 | 03/22/2026 | 4,838 | $1,125,464 | 15,499 | $3,605,532 | | 04/22/2020 | 42,025 | 70,939 | $154.14 | 04/22/2027 | 9,124 | $2,122,516 | 17,989 | $4,184,781 | | 03/22/2021 | — | 105,508 | $215.17 | 03/22/2028 | 13,943 | $3,243,560 | 14,599 | $3,396,165 | | Parker Harris | | | | | | | | | | 11/22/2015 | 235,479 | — | $80.99 | 11/22/2022 | — | — | — | — | | 11/22/2016 | 212,158 | — | $75.57 | 11/22/2023 | — | — | — | — | | 03/22/2018 | 168,829 | 7,341 | $118.04 | 03/22/2025 | 1,324 | $308,002 | — | — | | 03/22/2019 | 95,385 | 39,277 | $161.50 | 03/22/2026 | 5,322 | $1,238,057 | 17,048 | $3,965,876 | | 04/22/2020 | 60,692 | 78,033 | $154.14 | 04/22/2027 | 10,036 | $2,334,675 | 19,788 | $4,603,282 | | 03/22/2021 | — | 105,508 | $215.17 | 03/22/2028 | 13,943 | $3,243,560 | 14,599 | $3,396,165 | | Gavin Patterson | | | | | | | | | | 10/22/2019 | 22,582 | 17,563 | $142.33 | 10/22/2026 | 4,392 | $1,021,711 | — | — | | 04/22/2020 | — | 33,663 | $154.14 | 04/22/2027 | 8,417 | $1,958,047 | — | — | | 06/22/2020 | — | 52,225 | $191.65 | 06/22/2027 | 13,508 | $3,142,366 | — | — | | 03/22/2021 | — | 105,508 | $215.17 | 03/22/2028 | 13,943 | $3,243,560 | 14,599 | $3,396,165 |

  181. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    | 56 | | 2022 Proxy Statement |

  182. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE (CONTINUED) |

  183. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 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 | | | | | | | | | | 11/22/2016 | 27,537 | — | $75.57 | 11/22/2023 | — | — | — | — | | 03/22/2018 | 90,006 | 3,914 | $118.04 | 03/22/2025 | 705 | $164,004 | — | — | | 04/22/2018 | 83,331 | 5,556 | $122.82 | 04/22/2025 | 667 | $155,164 | — | — | | 03/22/2019 | 86,714 | 35,706 | $161.50 | 03/22/2026 | 4,838 | $1,125,464 | 15,499 | $3,605,532 | | 04/22/2020 | 60,692 | 78,033 | $154.14 | 04/22/2027 | 10,036 | $2,334,675 | 19,788 | $4,603,282 | | 03/22/2021 | — | 105,508 | $215.17 | 03/22/2028 | 13,943 | $3,243,560 | 14,599 | $3,396,165 |

  184. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    | (1) Options shown in this table were granted under the 2013 Equity Plan and vest over four years, with 25% of the total shares granted vesting on the first anniversary of the date of grant and the balance vesting in equal monthly installments over the remaining 36 months. |

  185. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    | (2) Restricted stock unit awards shown in this table were granted under the 2013 Equity Plan and vest over four years, with 25% of the units vesting on the first anniversary of the date of grant and the balance vesting in equal quarterly installments over the remaining 36 months. |

  186. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    | (3) The market value of unvested RSUs and unearned PRSUs is based on the closing market price of the Company’s common stock on January 31, 2022 of $232.63 per share. |

  187. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    | (4) The PRSUs shown in this table will vest depending on the Company’s TSR over the three-year Performance Period from the grant date, relative to companies in the PRSU Index Group. If the Company’s TSR over the Performance Period is at the 60th percentile when ranked against the TSRs of the companies in the PRSU Index Group, 100% of the target number of shares will vest. For every percentile by which the Company’s TSR ranking within the PRSU Index Group exceeds the 60th percentile, shares vesting will increase by 2.5641%, up to a maximum payout of 200% of target if the Company’s TSR ranking is at the 99th percentile. For every percentile by which the Company’s TSR ranking within the PRSU Index Group is below the 60th percentile, shares vesting will decrease by 3.3333%, with no payout if the Company’s TSR ranking is below the 30th percentile. If the Company’s absolute TSR over the Performance Period is negative, the number of shares vesting will not exceed 100% of target. PRSUs granted in March 2019 vested, subject to continued employment, on April 15, 2022. PRSUs granted in April 2020 vest, subject to continued employment, on May 15, 2023. PRSUs granted in March 2021 vest, subject to continued employment, on April 15, 2024. PRSUs granted in December 2021 vest, subject to continued employment, on January 15, 2025. In accordance with SEC rules, based on the actual performance during the respective performance periods through the end of the last fiscal year, the PRSUs are reported assuming achievement of target performance goals. The performance period for the PRSUs granted in 2019 ended on March 22, 2022 and the Company’s TSR was at the 36th percentile of the PRSU Index Group. As a result, 20% of the target PRSUs granted in 2019 actually vested on April 15, 2022. |

  188. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    | (5) Shares represent restricted stock issued to Mr. Taylor in connection with the Company’s acquisition of Quip, Inc. in August 2016 as consideration for his shares of the target company. The restricted shares vest in equal quarterly installments through August 2023 subject to Mr. Taylor’s continued employment with the Company. |

  189. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    | 2022 Proxy Statement | | 57 |

  190. OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END TABLE

    | EMPLOYMENT CONTRACTS AND CERTAIN TRANSACTIONS |

  191. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — 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, Bret Taylor, Laura Alber, Craig Conway, Parker Harris, Alan Hassenfeld, Neelie Kroes, Oscar Munoz, Sanford Robertson, John V. Roos, Robin Washington, Maynard Webb and Susan Wojcicki. Each of the nominees, except for Bret Taylor, Laura Alber and Oscar Munoz, was most recently elected by the stockholders at the 2021 Annual Meeting. It is intended that proxies will be voted, unless otherwise indicated, for the election of the nominees as directors to the Board to serve until the next Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal. Although the Board has no reason to believe that any nominee will be unable or, for good cause, unwilling to serve as a director as of the Annual Meeting, if such an event should occur, the Board may designate a substitute nominee or reduce the size of the Board. If the Board designates a substitute nominee, the proxies will be voted for the election of such other person.