DEF 14A of Salesforce, Inc., Apr 27, 2023

DEF 14A of Salesforce, Inc.

Filed Apr 27, 2023 · FY20230001193125-23-122123

Open on EDGAR

  1. Board Nominees

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

  2. Board Nominees

    | Directors & Occupation(1) | Age | Director Since | Independent | Audit | Compensation | Governance | Cybersecurity & Privacy | Business Transformation | | Marc Benioff Chair, Chief Executive Officer & Co-Founder | 58 | 1999 | | | | | | | | Laura Alber President & Chief Executive Officer, Williams-Sonoma | 54 | 2021 | ✓ | | | M | | | | Craig Conway Former President & Chief Executive Officer, PeopleSoft | 68 | 2005 | ✓ | | M | | | M | | Arnold Donald Former President & Chief Executive Officer, Carnival Corporation | 68 | 2023 | ✓ | M | | M | | | | Parker Harris Chief Technology Officer & Co-Founder | 56 | 2018 | | | | | M | | | Neelie Kroes Former Vice President of the European Commission | 81 | 2016 | ✓ | | M | | C | | | Sachin Mehra (FE) Chief Financial Officer, Mastercard | 52 | 2023 | ✓ | M | | | | | | Mason Morfit Chief Executive Officer & Chief Investment Officer, ValueAct Capital | 47 | 2023 | ✓ | | | | | M | | Oscar Munoz Former Executive Chairman & Chief Executive Officer, United Airlines | 64 | 2022 | | | | | | C | | John V. Roos Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital | 68 | 2013 | ✓ | | C | M | | | | Robin Washington (L)(FE) Former EVP & Chief Financial Officer, Gilead Sciences | 60 | 2013 | ✓ | C(2) | | C(3) | | M | | Maynard Webb Founder, Webb Investment Network | 67 | 2006 | ✓ | | | | M | M | | Susan Wojcicki Former Chief Executive Officer, Youtube | 54 | 2014 | ✓ | | | | M | |

  3. Board Nominees

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

  4. Board Nominees

    | Sanford Robertson and Alan Hassenfeld, each of whom is a member of the Board as of the date of this Proxy Statement, are not standing for reelection as directors and will retire from the Board, effective as of the Annual Meeting.(1) |

  5. Board Nominees

    | The Board is evaluating the succession plan for the Chair of the Audit Committee.(2) |

  6. Board Nominees

    | As of the date of this Proxy Statement, Mr. Robertson serves as Chair of the Governance Committee. Per the Company’s Corporate Governance Guidelines, due to her position as Lead Independent Director, Ms. Washington is expected to succeed Mr. Robertson as Chair upon his retirement from the Board, effective as of the Annual Meeting.(3) |

  7. Board Nominees

    | 8 | | 2023 Proxy Statement |

  8. Director Experience and Qualifications

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

  9. Director Experience and Qualifications

    | | | | | | | | | | | | | | | | | | Profitable/sustainable growth strategies | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Operational efficiency and costs discipline | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Capital allocation | ✓ | ✓ | ✓ | | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Sales and distribution leadership | ✓ | ✓ | | | | | | | ✓ | ✓ | ✓ | | | | | Marketing and brand building leadership | ✓ | ✓ | ✓ | | | ✓ | | | ✓ | ✓ | ✓ | | | | | International operations or relations leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | | Cybersecurity or data privacy | | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | | Financial statements and accounting | ✓ | ✓ | ✓ | | ✓ | | | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Significant technical, advisory, or business experience in software industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | | ✓ | | | Cloud computing infrastructure implementation, strategy, or advisory work | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | | | | | | Senior executive leadership at a public company or other large organization | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Government/regulatory experience | | | | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | | | | Former/current director of another public company | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | | | Long-term succession planning or executive leadership transitions | | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | | | Gender diversity | | | | | ✓ | ✓ | ✓ | | ✓ | | | | | | | Racial/ethnic diversity | | | | | ✓ | | | | | ✓ | ✓ | ✓ | | | | Tenure | 24 | 17 | 16 | 9 | 9 | 8 | 6 | 4 | 1 | 1 | 0 | 0 | 0 | | | | >10 Years | | | 6 – 10 Years | | | | 0 – 5 Years | | | | | |

  10. Director Experience and Qualifications

    | 2023 Proxy Statement | | 9 |

  11. Biographies of Our Director Nominees

    Biographies of Our Director Nominees Set forth below are the names and certain information about our director nominees, all of whom are currently members of our Board. All director nominees were elected by stockholders at the 2022 Annual Meeting of Stockholders, except for Arnold Donald, Sachin Mehra and Mason Morfit, each of whom was appointed by the Board effective March 1, 2023. There are no family relationships among any of our directors or executive officers. Our directors serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation or removal. Please see Proposal 1 in this Proxy Statement for more information about the election of our directors.

  12. Biographies of Our Director Nominees

    | Marc Benioff Chair, Chief Executive Officer & Co-Founder Age: 58 Director Since: 1999 | Qualifications and Expertise Provided to Our Board • Vision and status as one of our founders and a pioneer of cloud computing (named Innovator of the Decade by Forbes), as well as his tenure as our Chief Executive Officer and Chair of the Board, together providing unique and invaluable experience to our Board • Experience in sales, marketing and product development in the technology industry, and deep knowledge of Salesforce’s customer base and product line • Leadership in growing Salesforce into the #1 provider of CRM software globally (recognized as one of the World’s 50 Greatest Leaders by Fortune and 10 Best-Performing CEOs by Harvard Business Review) Professional Experience • Chair of the Board, Chief Executive Officer (since 2001) and Co-Founder of Salesforce • Member of the World Economic Forum (WEF) Board of Trustees, serving as the inaugural chair of WEF’s Forum Center for the Fourth Industrial Revolution in San Francisco • Currently serves as Chair of the Salesforce Foundation and on the University of Southern California Board of Trustees Other Public Company Directorships Current • N/A Former (within the past ten years) • Director, Cisco Systems (2012 – 2014) Education • B.S. in Business Administration from the University of Southern California |

  13. Biographies of Our Director Nominees

    | 10 | | 2023 Proxy Statement |

  14. Biographies of Our Director Nominees

    | Laura Alber President & CEO, Williams-Sonoma, Inc. Age: 54 Director Since: 2021 Committees: • Nominating & Corporate Governance | Qualifications and Expertise Provided to Our Board • Extensive background in business management, digital commerce, and global branding, with a deep understanding of how to use technology to drive innovation and growth • Experience implementing profitable growth strategies and business integrations, including expansion into global markets at a company with a portfolio of multi-channel brands • Experience in talent development and succession planning, including successful founder-led leadership transitions • Corporate governance experience at global, public companies through service on the boards of Williams Sonoma, Fitbit, Inc., and RealD Inc. Professional Experience • President (since 2006), Chief Executive Officer and Director (since 2010) at Williams-Sonoma, Inc., a consumer retail company • Currently serves on the University of Pennsylvania Board of Trustees Other Public Company Directorships Current • Director, Williams Sonoma (since 2010) Former (within the past ten years) • Director, Fitbit, Inc. (2016 – 2021) • Director, RealD Inc. (2013 – 2015) Education • B.A. in Psychology from the University of Pennsylvania |

  15. Biographies of Our Director Nominees

    | 2023 Proxy Statement | | 11 |

  16. Biographies of Our Director Nominees

    | Craig Conway Former President & CEO, PeopleSoft, Inc. Age: 68 Director Since: 2005 Committees: • Compensation • Business Transformation | Qualifications and Expertise Provided to Our Board • Extensive background leading technology and software companies, including as president and chief executive officer of three high-growth technology companies • Significant public company board and corporate governance experience, including on the boards of technology and software companies such as Nutanix, Inc., Guidewire Software, and Advanced Micro Devices, Inc. • In-depth knowledge of the technology sector and Salesforce, having served on our Board and its M&A Committee through periods of immense growth and transformation Professional Experience • Former President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company (1999 – 2004) • Former President and Chief Executive Officer of One Touch Systems (1996 – 1999) • Former President and Chief Executive Officer of TGV Software (1993 – 1996) • Various executive management positions at leading technology companies, including as Executive Vice President at Oracle Corporation Other Public Company Directorships Current • Director, Nutanix, Inc. (since 2017) Former (within the past ten years) • Director, Guidewire Software (2010 – 2019), including as Executive Chairman (2010 – 2014) and Chairman (2014 – 2015; 2016 – 2017) • Director, Advanced Micro Devices, Inc. (2009 – 2013) Education • B.S. in Computer Science and Mathematics from the State University of New York at Brockport |

  17. Biographies of Our Director Nominees

    | 12 | | 2023 Proxy Statement |

  18. Biographies of Our Director Nominees

    | Arnold Donald Former President & CEO, Carnival Corporation & plc Age: 68 Director Since: 2023 Committees: • Audit & Finance • Nominating and Corporate Governance | Qualifications and Expertise Provided to Our Board • Expertise in business transformations resulting in growth and operating discipline across several industries, including extensive experience in strategic planning, operations, and distribution at large global companies over a nearly four-decade career • Significant experience in corporate governance and risk management gained through executive leadership and service on the boards of several public companies, including succession planning at founder-led companies • Global, governmental and regulatory experience including through experience on The President’s Export Council, the principal national advisory committee on international trade Professional Experience • Former President and CEO (2013 – 2022) and former Vice Chair (2022) of Carnival Corporation & plc, the world’s largest cruise company • Chair of the World Travel and Tourism Council (since 2021) • Executive Advisor to Wind Point Partners (since 2005) • Operating Partner of Atlas Holdings LLC (since 2002) • Member of the President’s Export Council (1998 – 2005) • Various senior leadership roles at Monsanto Co., including Co-President of the Agricultural Sector and Senior VP and Division President of the Nutrition and Consumer Sector (1977 – 2000) Other Public Company Directorships Current • Director, MP Materials Corp (since 2023) • Director, Bank of America Corp (since 2013) Former (within the past ten years) • Director, President and CEO, Carnival Corporation & plc (2013 – 2022) • Director, Crown Holdings, Inc. (1999 – 2019) • Director, The Laclede Group Inc. (2003 – 2014) Education • B.A. in Economics from Carleton College • B.S. in Mechanical Engineering from Washington University in St. Louis • M.B.A. from The University of Chicago Booth School of Business |

  19. Biographies of Our Director Nominees

    | 2023 Proxy Statement | | 13 |

  20. Biographies of Our Director Nominees

    | Parker Harris Chief Technology Officer & Co-Founder Age: 56 Director Since: 2018 Committees: • Cybersecurity & Privacy | Qualifications and Expertise Provided to Our Board • Extensive experience in the software sector and deep knowledge of our technology and customer base provides a valuable perspective on our strategic integration and re-positioning of products to create a fully integrated Customer 360 • Deep institutional knowledge of Salesforce and position as a Co-Founder supports the Board’s talent development and leadership planning, and provides invaluable insights into Salesforce’s culture and ecosystem from Trailblazers across the globe • Valuable expertise in cybersecurity and data privacy infrastructure provides our Board and its Cybersecurity & Privacy Committee with deep knowledge in these areas Professional Experience • Chief Technology Officer (since 2016) and Co-Founder of Salesforce • Served in various senior technical positions at Salesforce since inception, including Executive Vice President, Technology (2004 – 2013) • Former Co-Founder and Vice President of Left Coast Software, a Java consulting firm (1996 – 1999) Other Public Company Directorships Current • N/A Former (within the past ten years) • N/A Education • B.A. in English Literature from Middlebury College |

  21. Biographies of Our Director Nominees

    | 14 | | 2023 Proxy Statement |

  22. Biographies of Our Director Nominees

    | Neelie Kroes Former Vice President of the European Commission Age: 81 Director Since: 2016 Committees: • Compensation • Cybersecurity & Privacy (Chair) | Qualifications and Expertise Provided to Our Board • Deep knowledge of international markets and regulatory systems from decades of leadership in multiple European markets and service on numerous global public and private company boards supports the Board’s oversight of Salesforce’s global operations and strategy • Regulatory and governmental relations expertise provides unique insights into the governance of cross-border technology, competition and data security matters • Experience in commercial competition, company mergers and antitrust law, which together provide a valuable perspective as Salesforce competes under a wide range of regulatory regimes Professional Experience • Former Vice President of the European Commission, European Commissioner for Digital Economy and Society (previously for Digital Agenda) (2010 – 2014) and European Commissioner for Competition (2004 – 2010) • Served in the Dutch House of Representatives and as State Secretary and Cabinet Minister • Former Member of the Global Policy Advisory Board of Uber Technologies (2016 – 2019) • Former Special Advisor to Bank of America Merrill Lynch (2015 – 2018) • Served on the boards of Prologis, Lucent Technologies Netherlands, Volvo AB, and McDonald’s Netherlands, and as chairperson of Nyenrode University Other Public Company Directorships Current • N/A Former (within the past ten years) • N/A Education • M.S. in Economics from Erasmus University |

  23. Biographies of Our Director Nominees

    | 2023 Proxy Statement | | 15 |

  24. Biographies of Our Director Nominees

    | Sachin Mehra Financial Expert Chief Financial Officer, Mastercard Age: 52 Director Since: 2023 Committees: • Audit & Finance | Qualifications and Expertise Provided to Our Board • Deep financial and operational expertise, including strong cybersecurity and data privacy knowledge • Leadership experience at a large, global FinTech company, with a track record of technology-focused and customer-centric innovation in a rapidly evolving industry • Significant financial planning and analysis, risk management, treasury, and business unit finance experience as well as extensive global leadership and experience in major markets outside the US Professional Experience • Chief Financial Officer of Mastercard, a global technology company in the payments industry (since 2019); previously held a number of financial leadership roles at the company during his more than 12-year tenure • Spent three years at Hess Corporation, a leading global independent energy company, including as Hess’ Vice President and Treasurer • Worked in various domestic and international roles at General Motors, a global automotive manufacturing company Other Public Company Directorships Current • N/A Former (within the past ten years) • N/A Education • Bachelor of Commerce from the University of Mumbai • M.B.A. from the University of Virginia Darden School of Business |

  25. Biographies of Our Director Nominees

    | 16 | | 2023 Proxy Statement |

  26. Biographies of Our Director Nominees

    | G. Mason Morfit CEO & Chief Investment Officer, ValueAct Capital Age: 47 Director Since: 2023 Committees: • Business Transformation | Qualifications and Expertise Provided to Our Board • Extensive experience working with boards and management teams at companies navigating transformational change to evolve strategic priorities, establish operational discipline and create long-term value for stockholders • First-hand investor perspective and a long track record of supporting and driving profitable growth at portfolio companies, including several in the technology sector • Deep knowledge of and informed perspectives on corporate governance and executive compensation practices from experience as an investor and public company board member Professional Experience • Chief Executive Officer (since 2020) and Chief Investment Officer (since 2017) of ValueAct Capital, a San Francisco-based investment firm with more than $12 billion in assets under management • Currently serves as a member of the Advisory Council for Princeton University’s School of Public and International Affairs • Frequent lecturer on corporate governance and executive compensation at Stanford Law School’s Director’s College, the Graduate School of Business at Stanford University, and the Haas School of Business at the University of California, Berkeley Other Public Company Directorships Current • N/A Former (within the past ten years) • Microsoft Corporation (2014 – 2017) • Valeant Pharmaceuticals (2007 – 2014; 2015 – 2016) Education • B.A. in Political Economy from Princeton University |

  27. Biographies of Our Director Nominees

    | 2023 Proxy Statement | | 17 |

  28. Biographies of Our Director Nominees

    | Oscar Munoz Former Executive Chair & CEO, United Airlines Holdings, Inc. Age: 64 Director Since: 2022 Committees: • Business Transformation (Chair) | Qualifications and Expertise Provided to Our Board • Experiences gained over four decades in business management, operations, corporate finance and accounting, including executive leadership roles across multiple industries and several public company board roles, provides a perspective that spans market cycles, business cycles and the navigation of strategic priorities by businesses over the long-term • Significant experience leading successful business transformations at large, global companies, which included driving topline growth, cost management and digital innovation to enhancing customer satisfaction. This experience is key to Mr. Munoz’s leadership of the Board’s Business Transformation Committee • Insights gained as a former member of Salesforce’s Global Advisory Board inform deep understanding of our customers and brand building Professional Experience • Special Advisor, United Airlines Holdings, Inc., an aviation company (since 2021) • Former Chief Executive Officer of United Airlines Holdings, Inc. (2015 – 2020) • Previously a member on the Salesforce Global Advisory Board (2020 – 2021) • Former President and Chief Operating Officer of CSX Corporation (Feb. 2015 – Sep. 2015), a railroad and intermodal transportation services company; previously Executive Vice President and Chief Operating Officer (2012 – 2015) and Executive Vice President and Chief Financial Officer of CSX (2003 – 2012) • Currently on the Board of Fidelity’s Equity & High Income Fund, Univision Holdings, Inc., The Brookings Institution, and the University of Southern California • Previously held various leadership roles at AT&T, US West and The Coca Cola Company Other Public Company Directorships Current • Director, Archer Aviation Inc. (since 2021) • Director, CBRE Group, Inc. (since 2020) Former (within the past ten years) • Director, United Airlines (2010 – 2021), including as Executive Chair (2020 – 2021) Education • B.A. from the University of Southern California • M.B.A. from Pepperdine University |

  29. Biographies of Our Director Nominees

    | 18 | | 2023 Proxy Statement |

  30. Biographies of Our Director Nominees

    | John V. Roos Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital Age: 68 Director Since: 2013 Committees: • Compensation (Chair) • Nominating & Corporate Governance | Qualifications and Expertise Provided to Our Board • Extensive experience advising growth-oriented technology companies on strategic, legal, and regulatory matters from more than two decades at Wilson Sonsini Goodrich & Rosati, P.C. • Brings significant global leadership experience and relationships, a deep understanding of global markets, and a track record of successful crisis management • Deep knowledge and experience overseeing and guiding digital transformation strategies as an investor and through service on the boards of Rakuten Group, Inc. and Sony Corporation Professional Experience • Co-Founding Partner of Geodesic Capital, a mid-late stage venture capital firm founded in 2015 • Senior Advisor to Centerview Partners, an international investment banking advisory firm (since 2014) • Advisor for the Toyota Research Institute (since 2016) • Currently serves on the Board of Directors for the Maureen and Mike Mansfield Foundation • Former U.S. Ambassador to Japan (2009 – 2013) • Former Chief Executive Officer of Wilson Sonsini Goodrich & Rosati, P.C. and practicing corporate and securities law attorney (1985 – 2009) • Formerly served on the Global Advisory Board of Mitsubishi UFJ Financial Group • Founder of the TOMODACHI Initiative, a partnership to identify and invest in the next generation of Japanese and American leaders • Recipient of the Grand Cordon of the Order of the Rising Sun, Japan’s highest honor for foreign nationals Other Public Company Directorships Current • N/A Former (within the past ten years) • Director, Rakuten Group, Inc. (2021 – 2023) • Director, Sony Corporation (2014 – 2020) Education • A.B. in Political Science from Stanford University • J.D. from Stanford Law School |

  31. Biographies of Our Director Nominees

    | 2023 Proxy Statement | | 19 |

  32. Biographies of Our Director Nominees

    | Robin Washington Lead Independent Director & Financial Expert Former EVP & CFO, Gilead Sciences, Inc. Age: 60 Director Since: 2013 Committees: • Audit & Finance (Chair) • Nominating & Corporate Governance (Incoming Chair) • Business Transformation | Qualifications and Expertise Provided to Our Board • Extensive leadership and operational experience across industries, including the technology and life sciences industries, where Ms. Washington has led and overseen the maturation of strategy and operations at multiple highly successful companies • Deep financial and capital markets expertise with a track record of operating discipline and a differentiated ability to build relationships with key stakeholders to drive action • Strong public board and corporate governance experience, developed through board roles at companies such as Alphabet, Honeywell International and Vertiv Holdings, and experience serving on and leading key board committees Professional Experience • Former Advisor (2019 – 2020), Executive Vice President and Chief Financial Officer (2014 – 2019) and Senior Vice President and Chief Financial Officer (2008 – 2014) of Gilead Sciences, Inc., a biopharmaceutical company • Former Chief Financial Officer of Hyperion Solutions, an enterprise software company (2006 – 2007) • Spent nearly 10 years at PeopleSoft, Inc., a provider of enterprise application software, where she served in a number of executive positions • Currently serves as a member of the Presidents Council and Ross Business School Advisory Board at the University of Michigan, the Board of Directors of UCSF Benioff Children’s Hospital Oakland, and as a trustee of the Financial Accounting Foundation • Ms. Washington is a Certified Public Accountant Other Public Company Directorships Current • Director, Vertiv Holdings Co. (since 2020) • Director, Alphabet Inc. (since 2019) • Director, Honeywell International, Inc. (since 2013) Former (within the past ten years) • N/A Education • B.A. in Business Administration from the University of Michigan • M.B.A. from Pepperdine University |

  33. Biographies of Our Director Nominees

    | 20 | | 2023 Proxy Statement |

  34. Biographies of Our Director Nominees

    | Maynard Webb Founder, Webb Investment Network Age: 67 Director Since: 2006 Committees: • Cybersecurity & Privacy • Business Transformation | Qualifications and Expertise Provided to Our Board • Decades of experience successfully scaling, managing and guiding high-growth technology companies, as an executive, board member and investor • Expert technologist with an extensive background in controls, technical operations and cybersecurity and a demonstrated track record of solving complex problems to scale businesses • During his tenure on the Salesforce Board, he has helped guide the Company’s growth and scale as its market capitalization has increased by more than 5000% • Experience on the boards of other public companies, including as former Chairman of Yahoo! Inc., brings continued independent leadership to the Board as Salesforce embarks on its New Day Professional Experience • Founder of Webb Investment Network, an early-stage venture capital firm dedicated to nurturing entrepreneurs and enabling them to build high-growth companies, which he started in 2010 • Former Chairman of the Board (2008 – 2013) and Chief Executive Officer (2006 – 2011) of LiveOps, Inc., a provider of on-demand call center solutions • Former Chief Operating Officer of eBay Inc., a global online marketplace (2002 – 2006) • Former President of eBay Technologies (1999 – 2002) • Former Senior Vice President and Chief Information Officer at Gateway, Inc., a computer manufacturer • Vice President and Chief Information Officer at Bay Networks, Inc., a computer networking products manufacturer • Author of “Rebooting Work: Transform How You Work in the Age of Entrepreneurship” and “Dear Founder: Letters of Advice for Anyone Who Leads, Manages, or Wants to Start a Business” Other Public Company Directorships Current • Director, Visa Inc. (since 2014) Former (within the past ten years) • Director, Yahoo! Inc. (2012 – 2017), including as Chairman (2013 – 2017) Education • B.A.A. from Florida Atlantic University |

  35. Biographies of Our Director Nominees

    | 2023 Proxy Statement | | 21 |

  36. Biographies of Our Director Nominees

    | Susan Wojcicki Former CEO, YouTube Age: 54 Director Since: 2014 Committees: • Cybersecurity & Privacy | Qualifications and Expertise Provided to Our Board • Widely recognized as a leader in the technology sector, having helped build technology and lead businesses at some of the sector’s most respected companies • Direct engineering, product development and management experience, coupled with expertise in marketing, brand building and data privacy, which together provides our Board with strong knowledge and oversight of the creation of successful, integrated software products • Significant experience leading innovative and profitable business transformations, including the creation of Google’s online advertising business and the successful integration of YouTube into Google post-acquisition Professional Experience • Advisor to YouTube, Google and Alphabet, a multinational technology company (since 2023) • Former Chief Executive Officer of YouTube, a digital video platform and subsidiary of Alphabet Inc. (previously Google Inc.) (2014 – 2023) • Joined Google as its marketing manager in 1999, and after serving in various positions in marketing and product development, served as Google’s Senior Vice President of Advertising & Commerce (2011 – 2014) • Previously worked at Intel Corporation and served as a management consultant at consulting firms Bain & Company and R.B. Webber & Company Other Public Company Directorships Current • N/A Former (within the past ten years) • N/A Education • A.B. in History and Literature from Harvard University • M.S. in Economics from the University of California, Santa Cruz • M.B.A. from the University of California, Los Angeles |

  37. Biographies of Our Director Nominees

    | 22 | | 2023 Proxy Statement |

  38. 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. Candidates may come to the attention of the Governance Committee through directors, management, stockholders or third parties. Mr. Donald, Mr. Mehra and Mr. Morfit were recommended as director candidates to the Governance Committee by its members and were recommended to the Board by the Governance Committee. They were appointed to the Board following a robust assessment and recruiting process guided by our Lead Independent Director. This process involved extensive candidate interviews as well as consultations with a third-party search firm. In connection with Mr. Morfit’s appointment, the Company also entered into an agreement with ValueAct Capital, as described in Salesforce’s Current Report on Form 8-K filed with the SEC on January 27, 2023. The Governance Committee regularly assesses the appropriate size, composition and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. The Governance Committee believes that it is important to maintain and consistently refresh a list of qualified potential candidates for nomination and engages a third-party search firm to assist in identifying such candidates. The evaluation of these candidates may be based solely upon information provided to the Governance Committee or may also include discussions with persons familiar with the candidate, one or more interviews of the candidate or other actions the Governance Committee deems appropriate, including the use of third parties to review candidates. The Governance Committee 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

  39. Identification, Criteria and Evaluation of Director Nominees

    | 28 | | 2023 Proxy Statement |

  40. Identification, Criteria and Evaluation of Director Nominees

    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, including 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 annual 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 CEO from time to time in assessing the needs of the Board for relevant background, experience, diversity and skills of its members. Stockholders may recommend director candidates for general consideration by the Governance Committee by submitting the individual’s name, qualifications and the other information set forth in our Bylaws applicable to director nominees by stockholders to the Corporate Secretary of the Company. The Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies, procedures and processes applicable to the evaluation of candidates proposed by other sources. As noted elsewhere in our proxy statement, stockholders may, pursuant to applicable law and the requirements of the Company’s Bylaws, directly nominate candidates to stand for election to the board by stockholders, and the Company respects such stockholder rights. In response to a recent stockholder proposal received by the Company that the proponent confirmed was not prompted by any specific concerns regarding the Company or the Board, the Company has confirmed, in connection with such proposal being withdrawn following constructive engagement, that it will not, without a stockholder vote, adopt new amendments (except as noted below) to such Bylaw provisions that would expressly (1) require nominating investment fund stockholders to disclose the confidential identities of their less than five percent “passive” third-party limited partners who are not otherwise involved in the nomination, campaign or the Company solely on account of such member’s economic interests in the nominating fund, or (2) require nominating stockholders to disclose unrelated information regarding their confidential future plans for nominating other candidates to other public company boards or prior nominations of other candidates and proposals previously privately submitted to other public companies in the past. As discussed with the proponent, if the Board, in its exercise of its fiduciary responsibilities, deems it to be in the best interests of the Company and its stockholders to adopt such a provision without the delay due to the time required to seek a stockholder vote, the Board will publicly disclose such Bylaw amendment in accordance with applicable law and either subsequently submit such bylaw provision to stockholders for ratification or cause the bylaw amendment to expire within one year.

  41. Compensation of Directors

    Compensation of Directors Under our fiscal 2023 compensation policy for non-employee directors, on February 1, 2022, each non-employee director serving at such time received a restricted stock unit (“RSU”) grant with a grant date fair value of approximately $395,000, vesting in four equal installments on February 22, May 22, August 22 and November 22, 2022, subject to each non-employee director’s continued service through each such date. All equity awards were made pursuant to our 2013 Equity Incentive Plan. In addition, we pay annual cash fees to our Lead Independent Director and the chairs of each Board committee. The fiscal 2023 annual fees for these Board leadership roles were as follows: $30,000 for the Lead Independent Director (increased to $75,000, effective September 15, 2022), $40,000 for the chair of the Audit Committee, and $20,000 for the chair of each other Board Committee. These cash fees are paid on a quarterly basis. We also reimbursed our non-employee directors for travel, lodging and other reasonable expenses incurred in connection with attending Company events. The following table sets forth information on the compensation earned during fiscal 2023 by our non-employee directors. The table excludes Messrs. Benioff and Harris, and former director Mr. Taylor, who did not receive separate compensation for their service as directors for fiscal 2023.

  42. DIRECTOR COMPENSATION FOR FISCAL 2023

    DIRECTOR COMPENSATION FOR FISCAL 2023

  43. DIRECTOR COMPENSATION FOR FISCAL 2023

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Laura Alber | — | $394,836 | $394,836 | | Craig Conway | — | $394,836 | $394,836 | | Alan Hassenfeld(2) | $20,000 | $394,836 | $414,836 | | Neelie Kroes | $20,000 | $394,836 | $414,836 | | Oscar Munoz | — | $426,636 | $426,636 | | Sanford Robertson(2) | $42,500 | $394,836 | $437,336 | | John V. Roos | $20,000 | $394,836 | $414,836 | | Robin Washington | $68,125 | $394,836 | $462,961 | | Maynard Webb | $40,000 | $394,836 | $434,836 | | Susan Wojcicki | — | $394,836 | $394,836 |

  44. DIRECTOR COMPENSATION FOR FISCAL 2023

    | Stock awards consist of an RSU grant on February 1, 2022 to each of our then-serving non-employee directors with a grant date fair value of $394,836. The RSUs vested in four equal installments on each of February 22, May 22, August 22, and November 22, 2022, subject to continued service through each such date. In addition, 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 is reported as compensation for fiscal 2023. The amounts reported are the aggregate grant date fair value, which is calculated by multiplying the number of shares subject to the RSU grant by the closing price of our common stock on the date of grant. No non-employee directors held unvested stock awards as of the end of fiscal 2023.(1) |

  45. DIRECTOR COMPENSATION FOR FISCAL 2023

    | Not standing for reelection as a director and will retire from the Board, effective as of the Annual Meeting.(2) |

  46. Fiscal 2024 Director Compensation Program

    Fiscal 2024 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 2024, the Governance Committee considered the views and interests of stockholders, and it reviewed a report on non-employee director compensation practices at a group of peer companies prepared by Compensia, Inc. setting forth competitive market data for the same peer group used to assess Executive Officer compensation as well as information on market practice. The Governance Committee determined that the companies included within this peer group were appropriate comparators for our industry, size and competitive environment for executives and directors. After this review and upon the recommendation of the Governance Committee, in February 2023 the Board approved the fiscal 2024 compensation program for our non-employee directors, consisting of an annual RSU grant valued at $360,000 and, for non-employee directors serving in Board leadership roles, annual cash fees. The annual RSU grants will vest in equal installments on February 22, May 22, August 22 and

  47. Fiscal 2024 Director Compensation Program

    | 2023 Proxy Statement | | 31 |

  48. Fiscal 2024 Director Compensation Program

    November 22, subject to each non-employee director’s continued service through such date. The value of annual RSU grants was pro-rated for non-employee directors who, at the time of grant, had notified the Company that they did not intend to stand for reelection at our 2023 Annual Meeting, and was also pro-rated for any non-employee directors whose appointment or election to the Board began after the beginning of fiscal 2024. Pro-rated RSUs will vest on the same vesting dates above, subject to adjustment based on the last date of service for departing non-employee directors or the grant date for new non-employee directors, and further subject to each non-employee director’s continued service through each applicable vesting date. The annual cash fees for non-employee directors serving in Board leadership roles for fiscal 2024 were increased as follows to better reflect their responsibilities: $150,000 for the Lead Independent Director, $50,000 for the chair of each of the Audit Committee, Governance Committee, and Compensation Committee, and $25,000 for the chairs of each other permanent committee of the Board. These fees are paid on a quarterly basis.

  49. Fiscal 2023 Executive Compensation Program Highlights

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

  50. Fiscal 2023 Executive Compensation Program Highlights

    | • | Continued to Set Rigorous Performance Goals. We continued to maintain rigorous performance goals for our annual cash bonus program, setting performance targets that exceeded our publicly announced fiscal 2023 financial guidance, and exercised discretion to significantly reduce NEO bonuses in light of the Company’s stock price and the overall business environment. |

  51. Fiscal 2023 Executive Compensation Program Highlights

    | • | Co-CEO Equity Mix Continued to Consist of 60% PRSUs. We continued to deliver 60% of the total target value of our Co-CEOs’ fiscal 2023 annual equity awards in the form of PRSUs, with target payout requiring TSR outperformance at the 60(th) percentile relative to peers. |

  52. Stockholder Engagement

    | Integrate operational metrics into the long-term incentive program | • Incorporated non-GAAP operating margin in our FY24 PRSU program, equally weighted with relative TSR | | Continue focus on pay and performance alignment | • Increased PRSU component of FY24 long-term equity incentive mix from 25% to 50% for non-CEO NEOs* and maintained 60% PRSU weighting for CEO • Exercised discretion to reduce FY23 NEO bonuses to reflect FY23 stock price performance and market environment • Reduced target value of FY24 long-term equity awards by ~40% for our CEO and ~21% for other NEOs* |

  53. Stockholder Engagement

    | Mix shift and equity award reductions do not apply to Mr. Millham; see “—Pre-existing Retention Agreement with Mr. Millham” on page 53 for details.* |

  54. Philosophy and Objectives

    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 NEOs 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 non-GAAP operating margin, revenue, operating cash flow and non-GAAP income from operations. Our executive compensation program is aligned with our overall business strategy, with a focus on driving profitable growth and long-term value for our stockholders. Our executive compensation program is structured to use a mix of base salary, annual performance-based cash incentive awards and long-term equity awards to incentivize and reward contributions to our performance and creation of stockholder value over time. The majority of our NEOs’ target total direct compensation is variable, consisting of an annual performance cash bonus opportunity and long-term equity awards comprised of PRSUs, stock options, and RSUs, as described further below.

  55. Executive Compensation Governance Practices and Policies

    | What We Don’t Do | | ✗ No pension plans | | ✗ No supplemental executive retirement plans | | ✗ No stock option repricing without stockholder approval | | ✗ No excise tax gross-ups upon a change of control | | ✗ No hedging or pledging of our securities |

  56. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity We believe we must offer competitive base salaries to attract, motivate and retain high-performing executive officers. The Compensation Committee has generally set the base salaries for our NEOs, after considering factors including:

  57. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    | • | a market review of the base salaries paid to executives in our compensation peer group; |

  58. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    | • | the overall compensation that the NEO may potentially receive during employment with us; and |

  59. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    | • | internal compensation alignment. |

  60. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    In late fiscal 2022, the Compensation Committee conducted a review of our executive compensation program for purposes of informing its decisions regarding the fiscal 2023 base salaries and bonus opportunities for our NEOs. The Compensation Committee considered the factors described above, Company and individual performance, and the roles, responsibilities, and experience of each of our NEOs. In early fiscal 2023, the Compensation Committee approved fiscal 2023 base salaries and bonus opportunities for our NEOs, except that the Compensation Committee reviewed Mr. Millham’s base salary and bonus opportunity when he became an Executive Officer in August 2022. Based on these reviews, the Compensation Committee determined not to change any of the NEOs’ fiscal 2023 base salaries or target bonus amounts.

  61. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    | 2023 Proxy Statement | | 47 |

  62. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    To establish our NEOs’ 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 NEO, as well as considerations of internal parity. The Compensation Committee approved target annual cash bonus opportunities for fiscal 2023 for each of our NEOs based on its review of our executive compensation program, peer company data, and the other factors described above. The Compensation Committee did not make any changes to the target cash bonus opportunities for any of the NEOs for fiscal 2023.

  63. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    | Named Executive Officer | Fiscal 2023 Base Salary | Change from Fiscal 2022 | Fiscal 2023 Target Cash Bonus Opportunity (% of Base Salary) | Change from Fiscal 2022 | | Mr. Benioff | $1,550,000 | No change | 200% | No change | | Mr. Taylor(1) | $1,400,000 | No change | 200% | No change | | Ms. Weaver | $1,000,000 | No change | 100% | No change | | Mr. Harris | $1,000,000 | No change | 100% | No change | | Mr. Tallapragada | $1,000,000 | No change | 100% | No change | | Mr. Millham(2) | $900,000 | No change | 100% | No change |

  64. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    | Mr. Taylor resigned as Co-CEO and Vice Chair of the Board effective January 31, 2023, and received 25% of his fiscal 2023 target performance cash bonus award in September 2022, with the remaining portion forfeited.(1) |

  65. Fiscal 2023 Base Salaries and Target Cash Bonus Opportunity

    | Mr. Millham’s fiscal 2023 base salary and target bonus opportunity are consistent with the terms of his pre-existing retention agreement and were approved by the Compensation Committee when he became an Executive Officer in August 2022.(2) |

  66. Annual Performance-Based Cash Bonuses

    Annual Performance-Based Cash Bonuses Our NEOs participate in the Gratitude Bonus Plan, our broad-based annual performance-based cash bonus plan. The Gratitude Bonus Plan is designed to tie individual bonus awards to achievement against key performance metrics of the Company that align with the interests of our stockholders. Each year, the Compensation Committee establishes a target bonus amount for each NEO, expressed as a percentage of base salary. The actual bonus amounts earned by each NEO are based upon the achievement of pre-established Company performance goals as well as the NEO’s individual performance for the year. Attainment against the Company performance goals is capped at 100% of target funding; however, the Compensation Committee can exercise discretion to reduce the formulaic funding percentage. The Compensation Committee believes that the annual performance metrics contribute to driving long-term stockholder value, play an important role in incentivizing performance, and help attract, motivate, and retain our NEOs.

  67. NEO Bonus Payout Formula

    NEO Bonus Payout Formula Under the Gratitude Bonus Plan, payouts for our NEOs are determined based on the achievement of Company financial performance measures and ESG measures, as well as individual performance. The Compensation Committee typically approves the Company performance goals during the first quarter of the fiscal year. Attainment against these goals is capped at 100%, and individual performance can increase or decrease the actual bonus awards to NEOs. The fiscal 2023 performance goals are discussed in more detail under “Fiscal 2023 Performance Metrics and Fiscal 2023 Payouts” below. Typically, after the first half of the fiscal year, we pay 25% of the full target bonus amount for all employees, including our NEOs, and after the end of the fiscal year, we pay any remaining amount earned. The remaining amount is determined based on the level of achievement against the applicable Company performance goals and may also take into account individual performance. Individual performance may increase (up to a maximum of 125% of target bonus) or decrease payouts, and is determined by the Compensation Committee in its discretion based on factors it deems appropriate, including an assessment of individual performance and input from our CEO (other than with respect to himself). No adjustments for individual performance were made in fiscal 2023 for our NEOs. Historically, the Compensation Committee has determined not to pay more than 100% of the target bonus to any of our NEOs.

  68. NEO Bonus Payout Formula

    | 48 | | 2023 Proxy Statement |

  69. Fiscal 2023 Performance Metrics and Fiscal 2023 Payouts

    Fiscal 2023 Performance Metrics and Fiscal 2023 Payouts In March 2022, the Compensation Committee approved the following three equally weighted Company financial performance goals for fiscal 2023: revenue; operating cash flow; and non-GAAP income from operations. The Compensation Committee believes that basing NEO bonus amounts on these financial measures aligns NEO incentives with stockholder interests in accordance with our compensation philosophy. In addition, the Compensation Committee approved ESG goals, consisting of two equality measures and two sustainability measures, each equally weighted. The Company financial measures are collectively weighted at 90% and the ESG measures are collectively weighted at 10% for purposes of determining NEO bonus payouts. The Compensation Committee believes that these measures and weightings are appropriate to incentivize achievement of annual Company performance goals that further our strategy, are used by investors to evaluate our financial performance, and build accountability and accelerate our ESG initiatives.

  70. Financial Performance Measures

    Financial Performance Measures The financial measures serve as clear goals for our NEOs to achieve growth and profitability objectives that are key indicators of our financial strength and long-term profitable growth. A threshold level of performance must be met for each of the relevant financial metrics to fund that component of NEO bonuses. The Compensation Committee believes that financial targets should be rigorous and challenging. As shown below, the fiscal 2023 financial targets were substantially higher than the fiscal 2022 financial targets and actual results, and exceeded the fiscal 2023 financial performance implied by the fiscal 2023 guidance we published in early fiscal 2023.

  71. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment (all amounts in millions)

  72. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    | Financial Measures(1) | Fiscal 2022 | | Fiscal 2023 | | | | | | Target | Actual(2) | Guidance(3) | Target | Actual(4) | Achievement | | Revenue | $25,947 | $26,492 | $32,000 - $32,100 | $32,274 | $31,352 | 97% | | Operating Cash Flow | $5,450 | $6,000 | $7,260 - $7,320 | $7,450 | $7,111 | 95% | | Non-GAAP Income from Operations | $4,618 | $5,031 | $6,400 - $6,420 | $6,455 | $6,794 | 105% | | Total Attainment(5) | | | | | | 95.7% |

  73. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    | For purposes of the Gratitude Bonus Plan, “Revenue” is defined as our GAAP revenues, which may be adjusted to exclude acquisitions that were not contemplated at the time the goals were set; no such adjustments were made for fiscal 2023. “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, amortization of acquisition-related intangible assets, and formal restructuring plan changes) as may be further adjusted to exclude certain acquisitions and not including the impact of amounts payable under the Gratitude Bonus Plan.(1) |

  74. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    | Results based on fiscal 2022 adjustments applicable to the Gratitude Bonus Plan, as described in our 2022 proxy statement.(2) |

  75. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    | Guidance as published (or implied by our published guidance) at the beginning of fiscal 2023, on March 1, 2022.(3) |

  76. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    | Results based on fiscal 2023 adjustments to Revenue and Non-GAAP Income from Operations applicable to the Gratitude Bonus Plan.(4) |

  77. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    | Represents the sum of the bonus funding drivers for each financial component based on the applicable payout scales.(5) |

  78. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    For purposes of measuring actual attainment against our fiscal 2023 financial targets for bonus payouts:

  79. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    | • | Revenue was $31,352 million, up 18% year-over-year; |

  80. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    | • | Operating cash flow was $7,111 million, up 19% year-over-year; and |

  81. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    | • | Non-GAAP income from operations was $6,794 million, up 35% year-over-year. |

  82. Annual Performance Bonus Measures for Fiscal 2023 — Financial Measures and Attainment

    Based on our performance against these targets, the weighted contribution for the financial performance component of NEO bonus payouts was 86.13% (weighted at 90% of overall Company performance) for fiscal 2023.

  83. Annual Performance Bonus Measures for Fiscal 2023 — ESG Measures and Attainment

    Annual Performance Bonus Measures for Fiscal 2023 — ESG Measures and Attainment

  84. Annual Performance Bonus Measures for Fiscal 2023 — ESG Measures and Attainment

    | ESG Measures (and Weighting) | | Performance Targets | Achievement | | Equality (50%) | U.S. Underrepresented Minorities & Women (25%) | 47.5% of our U.S. Employees will identify as Underrepresented Minorities(1) (Black, Latinx, Indigenous, or Multiracial) and/or Women as of the end of fiscal 2023 | Exceeded Target | | | Global Women (25%) | 36.5% of our Global Employees will identify as Women as of the end of fiscal 2023 | Below Target | | Sustainability (50%) | Air Travel (25%) | 50% Reduction in air travel emissions intensity(2) (GHG emissions / Revenue) for fiscal 2023 relative to fiscal 2020 levels | Exceeded Target | | | Supplier Engagement (25%) | 10% of Spend in fiscal 2023 with suppliers who have signed an agreement with a Salesforce Supplier Sustainability Exhibit(3) | Exceeded Target | | Total Attainment | | | 75% |

  85. Annual Performance Bonus Measures for Fiscal 2023 — ESG Measures and Attainment

    | Underrepresented Minorities (URM) refers to ethnic or racial groups whose population is disproportionate to the population in society. In the U.S., we are referring to Black, Latinx, Native American, Native Hawaiian and Other Pacific Islander, and Multiracial employees of two or more races.(1) |

  86. Annual Performance Bonus Measures for Fiscal 2023 — ESG Measures and Attainment

    | Air travel emissions intensity is the amount of greenhouse gas (GHG) emissions attributed to air travel per unit of annual revenue.(2) |

  87. Annual Performance Bonus Measures for Fiscal 2023 — ESG Measures and Attainment

    | The Sustainability Exhibit is the set of sustainability-related terms that Salesforce aims to include in supplier contracts. With the Sustainability Exhibit, we ask suppliers to set science-based targets, increase sustainability disclosures, and deliver carbon-neutral products and services as part of their agreement with Salesforce.(3) |

  88. Annual Performance Bonus Measures for Fiscal 2023 — ESG Measures and Attainment

    As shown above, we exceeded target performance against three of our ESG measures for fiscal 2023 and did not meet target performance for one of them. Based on our attainment against these targets, the weighted contribution for the ESG component of NEO bonus payouts was 7.5% (weighted at 10% of overall Company performance).

  89. Fiscal 2023 NEO Bonus Payouts

    Fiscal 2023 NEO Bonus Payouts Our performance against our financial and ESG performance targets for fiscal 2023 resulted in a combined payout percentage of approximately 94%, based on weighted contributions of 86.13% and 7.5% for our financial and ESG goals, respectively. However, in March 2023, after reviewing the Company’s stock price performance for fiscal 2023 within the context of the market environment, the Compensation Committee determined to exercise discretion to reduce the formulaic payout percentage down to 70% to better reflect our stock price performance in fiscal 2023 and further align pay with stockholder return. This reduction also aligned with the bonus payout percentage for all other employees who participated in our Gratitude Bonus Plan for fiscal 2023. After reviewing the individual performance of each NEO, the Compensation Committee determined that no individual adjustments were warranted and set the amounts payable to each individual NEO at 70% of the target opportunity.

  90. Reduction of NEO Cash Bonuses

    Reduction of NEO Cash Bonuses

  91. Reduction of NEO Cash Bonuses

    | Named Executive Officer(1) | Target Annual Bonus Opportunity | Company Performance: Payout Percentage(2) | Fiscal 2023 Actual Bonus Payment | | Mr. Benioff | $3,100,000 | 70% | $2,170,000 | | Ms. Weaver | $1,000,000 | 70% | $700,000 | | Mr. Harris | $1,000,000 | 70% | $700,000 | | Mr. Tallapragada | $1,000,000 | 70% | $700,000 | | Mr. Millham | $900,000 | 70% | $630,000 |

  92. Reduction of NEO Cash Bonuses

    | Mr. Taylor resigned as Co-CEO and Vice Chair of the Board effective January 31, 2023, and received 25% of his fiscal 2023 target performance cash bonus award in September 2022, with the remaining portion forfeited.(1) |

  93. Reduction of NEO Cash Bonuses

    | Reflects reduction from ~94% to 70%.(2) |

  94. Long-Term Equity Incentives

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

  95. Long-Term Equity Incentives

    | 50 | | 2023 Proxy Statement |

  96. Performance-Based Restricted Stock Units (PRSUs)

    Performance-Based Restricted Stock Units (PRSUs) In fiscal 2023, we continued to grant performance-based RSUs. The PRSUs granted in fiscal 2023 contain the following key terms:

  97. Performance-Based Restricted Stock Units (PRSUs)

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

  98. Performance-Based Restricted Stock Units (PRSUs)

    | • | Target payout requires 60(th) percentile relative TSR performance compared to the Nasdaq 100 Index group of companies (the “PRSU Index Group”) as of the grant date; |

  99. Performance-Based Restricted Stock Units (PRSUs)

    | • | Maximum payout capped at 2x target; |

  100. Performance-Based Restricted Stock Units (PRSUs)

    | • | No payout above target if TSR is negative; and |

  101. Performance-Based Restricted Stock Units (PRSUs)

    | • | Require continued employment through the end of the 15(th) day of the month following the end of the performance period. |

  102. Performance-Based Restricted Stock Units (PRSUs)

    The graph below illustrates the potential PRSU payouts based on our relative TSR percentile performance. Each percentile of TSR performance below target reduces payout by 3.3333%, whereas each percentile of TSR performance above target increases payout by only 2.5641%. 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 66. Beginning with fiscal 2024, PRSUs will also be earned in part based on non-GAAP operating margin performance. See “—Looking Ahead—Our Fiscal 2024 Executive Compensation Program” on page 56 for more details.

  103. Historic PRSU Award Cycles and Performance

    | rTSR is the Company’s relative TSR, i.e., its TSR measured against the TSRs of the PRSU Index Group.(3) |

  104. Stock Options

    Stock Options We have historically granted, and may continue to grant, stock options to certain of our Executive Officers and other senior-level 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 can provide a strong incentive to increase stockholder value. Further, because these options typically vest over a four-year period, they can incentivize building sustainable value 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 can be an effective tool to motivate certain NEOs to build stockholder value. For fiscal 2024, the Compensation Committee eliminated stock options from the award mix for NEOs below the CEO level, with the exception of Mr. Millham, whose award mix is governed by his pre-existing retention agreement.

  105. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs) We also grant RSUs to our NEOs. RSUs align the interests of our NEOs with those of our stockholders and help manage the dilutive effect of our equity compensation program. Our RSUs are subject to service-based vesting. Because RSUs have value to the recipient even in the absence of stock price appreciation, RSUs help us retain and incentivize employees during periods of market volatility and require us to grant fewer shares of common stock than 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 NEOs to build value that can be sustained over time.

  106. Fiscal 2023 Long-Term Equity Award Decisions

    Fiscal 2023 Long-Term Equity Award Decisions In March 2022, the Compensation Committee approved the grants of fiscal 2023 long-term equity awards to our NEOs other than Mr. Benioff and Mr. Taylor, whose awards were approved in June 2022. In determining the amounts of these fiscal 2023 equity awards, the Compensation Committee considered the outstanding performance of the Company and the NEOs’ significant contributions during fiscal 2022. Mr. Benioff’s and Mr. Taylor’s fiscal 2023 long-term equity awards were approved in June 2022, after the Compensation Committee conducted a comprehensive review of the structure and elements of our Co-CEO compensation structure and determined to maintain the program consistent with the terms and arrangements provided to Mr. Benioff in previous years.

  107. Fiscal 2023 Long-Term Equity Award Decisions

    | 52 | | 2023 Proxy Statement |

  108. Fiscal 2023 Long-Term Equity Award Decisions

    Consistent with the long-term incentive award mix for our CEO in fiscal 2022, Mr. Benioff and Mr. Taylor received approximately 60% of their fiscal 2023 equity award value in PRSUs, and 40% in stock options, both of which the Compensation Committee consider to be performance-based. Ms. Weaver, Mr. Harris and Mr. Tallapragada received approximately 25% of their fiscal 2023 equity award value in PRSUs, 50% in stock options, and 25% in RSUs. Pursuant to the terms of Mr. Millham’s pre-existing retention agreement (described below), Mr. Millham received approximately 50% of his fiscal 2023 equity award value in stock options, and 50% in RSUs.

  109. Fiscal 2023 Long-Term Equity Award Decisions

    | Named Executive Officer | FY23 PRSUs ($)(1) | FY23 PRSUs (# at target) | FY23 Stock Options ($)(1) | FY23 Stock Options (#) | FY23 RSUs ($)(1) | FY23 RSUs (#) | | Mr. Benioff | $14,760,156 | 78,906 | $9,840,007 | 190,818 | — | — | | Mr. Taylor | $14,760,156 | 78,906 | $9,840,007 | 190,818 | — | — | | Ms. Weaver | $3,500,062 | 15,159 | $7,000,007 | 107,952 | $3,500,088 | 16,040 | | Mr. Harris | $3,500,062 | 15,159 | $7,000,007 | 107,952 | $3,500,088 | 16,040 | | Mr. Tallapragada | $3,500,062 | 15,159 | $7,000,007 | 107,952 | $3,500,088 | 16,040 | | Mr. Millham | — | — | $6,557,060(2) | 101,121 | $5,957,788 | 27,303 |

  110. Fiscal 2023 Long-Term Equity Award Decisions

    | Dollar values reported reflect the aggregate grant date fair value (computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”)) of PRSUs, stock options, and RSUs, as applicable, granted to the NEOs, as reported in the Summary Compensation Table for Fiscal 2023. For further information on how these grant date fair values are calculated, please see footnotes 1 and 2 to the Fiscal 2023 Summary Compensation Table below.(1) |

  111. Fiscal 2023 Long-Term Equity Award Decisions

    | The number of shares subject to Mr. Millham’s fiscal 2023 option and RSU awards was calculated in accordance with the Company’s valuation method for employees who are not Executive Officers, per the Millham Agreement (defined below).(2) |

  112. Pre-existing Retention Agreement with Mr. Millham

    Pre-existing Retention Agreement with Mr. Millham In February 2021, prior to becoming an Executive Officer, Mr. Millham received an exceptionally strong offer for a high-profile leadership position at a high growth company. The CEO and other members of management then met with the Compensation Committee and discussed, among other things, Mr. Millham’s extraordinary contributions to the Company throughout his over twenty-year tenure, his deep relationships with key customers, his leadership of the Company’s distribution organization, the potential for him to take on additional responsibilities as part of broader leadership team succession planning, and the potential adverse impacts to the Company if he were to depart. The Compensation Committee agreed that it was in the best interests of stockholders and the Company to retain Mr. Millham. Accordingly, the CEO and other members of management negotiated a competitive retention package with Mr. Millham (the “Millham Agreement”), subject to the Compensation Committee’s approval. The Compensation Committee then reviewed relevant market data comparisons, received input from its independent advisor, and considered the factors outlined above and approved the Millham Agreement. The Millham Agreement provides that for as long as Mr. Millham remains a full-time employee, his annual base salary will be $900,000, his annual bonus target will be 100% of his annual base salary, and through March 22, 2025, he will receive annual equity grants with a value of no less than $12,000,000 per year, split evenly between options and RSUs. Annual equity awards in excess of that amount may be granted in the form of performance-based RSUs. In addition, the Millham Agreement provides for a one-time retention bonus (the “Retention Bonus”) payable in four equal annual installments of $2,500,000 each, with each payment to be made on or about September 15 of each year from 2022 through 2025, subject to Mr. Millham’s continued employment through each applicable payment date. Mr. Millham received the first payment of the Retention Bonus in September 2022. In addition, Mr. Millham was granted a retention equity award in February 2021 consisting of an option to acquire 415,009 shares of Company common stock at an exercise price of $240.95. The option vests over four years, subject to Mr. Millham’s continued service through each applicable vesting date. Mr. Millham also is entitled to payments and benefits upon certain qualifying terminations of employment in accordance with the terms of the Millham Agreement, as described below under “—Employment Contracts and Certain Transactions—Millham Agreement.” Subsequently, Mr. Millham was promoted to President and Chief Operating Officer in August 2022, a role that entails significantly expanded duties over multiple critical organizations spanning a majority of our employee base. Mr. Millham also took on certain responsibilities of our former co-CEO Mr. Taylor after Mr. Taylor’s departure and has been a driving force behind our ongoing New Day transformation. No additional cash or equity compensation was awarded to Mr. Millham in connection with his promotion or the expansion of his responsibilities.

  113. 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 Compensation 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 2023 peer group (the “2023 Peer Group”) selected by the Compensation Committee after considering the input of the compensation consultant was:

  114. Role of Peer Companies

    | • Accenture plc | • Intuit Inc. | | • Adobe Inc. | • Microsoft Corporation | | • Alphabet Inc. | • Oracle Corporation | | • Amazon.com, Inc. | • Paypal Holdings, Inc. | | • Apple Inc. | • SAP SE | | • Cisco Systems, Inc. | • ServiceNow, Inc. | | • Dell Technologies Inc. | • Block, Inc. | | • Meta Platforms, Inc. | • VMware, Inc. | | • International Business Machines Corporation | • Workday, Inc. |

  115. Comparative Market Data

    Comparative Market Data 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 NEOs 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 NEOs, as well as individual compensation elements, may be within, below or above the market range for their positions. In addition, as part of its Executive 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 periodically reviews compensation data from certain other companies in the market for the executive talent for whom we compete.

  116. Comparative Market Data

    | 2023 Proxy Statement | | 55 |

  117. Looking Ahead—Our Fiscal 2024 Executive Compensation Program

    | • | Use two equally weighted performance measures: non-GAAP operating margin and relative TSR |

  118. Looking Ahead—Our Fiscal 2024 Executive Compensation Program

    | • | Measure performance over a three-year period for relative TSR, and three annual periods for non-GAAP operating margin |

  119. Looking Ahead—Our Fiscal 2024 Executive Compensation Program

    | • | Continue to require TSR outperformance (60th percentile) against the PRSU Index Group for target payout, with payouts capped at 100% of target if our absolute TSR is negative |

  120. Looking Ahead—Our Fiscal 2024 Executive Compensation Program

    We increased the PRSU component of the fiscal 2024 long-term equity incentive mix. In addition, we increased the PRSU weighting of the overall equity award mix, and eliminated stock options, for Ms. Weaver, Mr. Harris and Mr. Tallapragada. We maintained a 60% PRSU weighting for our CEO consistent with fiscal years 2022 and 2023, and a 50/50 mix of stock options and RSUs for Mr. Millham per his pre-existing agreement. We reduced the amount of fiscal 2024 long-term equity incentives in comparison to fiscal 2023. To reflect Company performance in fiscal 2023, we reduced fiscal 2024 long-term equity incentives compared to fiscal 2023 by approximately 40% for our CEO, and by approximately 21% for Ms. Weaver, Mr. Harris and Mr. Tallapragada.

  121. Target Value of Fiscal 2024 Long-Term Equity Incentive Awards(1)

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

  122. Target Value of Fiscal 2024 Long-Term Equity Incentive Awards(1)

    | Named Executive Officer | FY24 PRSUs(2) | FY24 Stock Options | FY24 RSUs | Total FY24 Equity Value (at Target) | | Mr. Benioff | $9,000,000 | $6,000,000 | — | $15,000,000 | | Ms. Weaver | $5,500,000 | — | $5,500,000 | $11,000,000 | | Mr. Harris | $5,500,000 | — | $5,500,000 | $11,000,000 | | Mr. Tallapragada | $5,500,000 | — | $5,500,000 | $11,000,000 | | Mr. Millham | — | $6,000,000 | $6,000,000 | $12,000,000 |

  123. Target Value of Fiscal 2024 Long-Term Equity Incentive Awards(1)

    | Values are intended target values of fiscal 2024 long-term equity awards and may differ from values reported in the Summary Compensation Table for fiscal 2024 or the values actually realized.(1) |

  124. Target Value of Fiscal 2024 Long-Term Equity Incentive Awards(1)

    | As required under Item 402 of Regulation S-K of the Exchange Act, we will disclose the values of the fiscal 2024 equity awards in our 2024 proxy statement in accordance with FASB ASC Topic 718, which provides that the grant date for performance awards does not occur until the applicable performance goals are established and communicated to participants. The fiscal 2026 non-GAAP operating margin PRSU goal has not yet been established, and if it is not established in fiscal 2024, the associated portion of fiscal 2024 PRSUs will not be reflected in the 2024 proxy statement compensation tables, and instead will be reflected in the proxy statement for the fiscal year in which the goal is established. Further, the accounting expense associated with the fiscal 2026 non-GAAP operating margin portion of the fiscal 2024 PRSUs will not be quantifiable until that goal is established.(2) |

  125. Target Value of Fiscal 2024 Long-Term Equity Incentive Awards(1)

    | 56 | | 2023 Proxy Statement |

  126. Target Value of Fiscal 2024 Long-Term Equity Incentive Awards(1)

    We maintained fiscal 2024 base salaries and target bonuses at fiscal 2023 levels. In March 2023, we reviewed base salaries and target bonus opportunities for our NEOs and determined not to make any changes for fiscal 2024. Additional details on our fiscal 2024 compensation program will be described in our 2024 proxy statement.

  127. 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.

  128. Post-Employment Compensation

    Post-Employment Compensation We recognize that it is possible that we may be involved in a transaction involving a change of control of the Company, and that this possibility could result in the departure or distraction of our NEOs to the detriment of our business. The Compensation Committee and the Board believe that the prospect of such a change of control transaction would likely result in our NEOs facing uncertainties about their future employment and distractions resulting from concern over how the potential transaction might affect them. To allow our NEOs to focus solely on making decisions that are in the best interests of our stockholders in the event of a possible, threatened, or pending change of control transaction, and to encourage them to remain with us despite the possibility that a change of control might affect them adversely, we have entered into Change of Control and Retention Agreements with each of our Executive Officers, including our NEOs, that provide them with certain payments and benefits 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.

  129. 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 2023 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 comply with the requirements of Section 409A of the Internal Revenue Code. We have structured deferred compensation in a manner intended to comply with or be exempt from Section 409A of the Internal Revenue Code and the regulations and other guidance promulgated thereunder.

  130. Accounting for Stock-Based Compensation

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

  131. COMPENSATION RISK ASSESSMENT

    | SUMMARY COMPENSATION TABLE |

  132. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth, for fiscal 2023 and the two prior fiscal years, the compensation reportable for our NEOs, as determined under SEC rules.

  133. 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 | 2023 | $1,550,000 | $3,750(3) | $14,760,156 | $9,840,007 | $2,170,000 | $1,544,980(4) | $29,868,893 | | Chair of the Board and | 2022 | $1,550,000 | — | $13,500,117 | $9,000,018 | $3,100,000 | $1,451,977 | $28,602,112 | | CEO | 2021 | $1,550,000 | — | $12,000,089 | $8,000,031 | $2,824,100 | $1,366,555 | $25,740,775 | | Bret Taylor | 2023 | $1,400,000 | $500(5) | $14,760,156 | $9,840,007 | $700,000(6) | $92,135(7) | $26,792,798 | | Former Vice Chair of the Board and Co-CEO | 2022 | $1,067,778 | $500 | $10,500,476 | $9,500,066 | $1,691,325 | $34,270 | $22,794,415 | | | 2021 | $1,000,000 | $1,500 | $6,000,049 | $6,000,003 | $911,000 | $6,568 | $13,919,121 | | Amy Weaver | 2023 | $1,000,000 | — | $7,000,150 | $7,000,007 | $700,000 | $7,317(9) | $15,707,474 | | President and Chief Financial Officer(8) | 2022 | $1,000,000 | — | $6,000,210 | $6,000,050 | $1,000,000 | $43,254 | $14,043,514 | | Parker Harris | 2023 | $1,000,000 | — | $7,000,150 | $7,000,007 | $700,000 | — | $15,700,157 | | Chief Technology Officer and Co-Founder | 2022 | $1,000,000 | — | $6,000,210 | $6,000,050 | $1,000,000 | — | $14,000,260 | | | 2021 | $1,000,000 | — | $5,500,148 | $5,500,016 | $911,000 | — | $12,911,164 | | Srinivas Tallapragada | 2023 | $1,000,000 | — | $7,000,150 | $7,000,007 | $700,000 | $5,000(10) | $15,705,157 | | President and Chief Engineering Officer | 2022 | $1,000,000 | — | $6,000,210 | $6,000,050 | $1,000,000 | $5,167 | $14,005,427 | | | 2021 | $950,000 | $250,000 | $5,500,148 | $5,500,016 | $865,450 | $5,167 | $13,070,781 | | Brian Millham President and Chief Operating Officer(11) | 2023 | $900,000 | $2,500,000(12) | $5,957,788 | $6,557,060 | $630,000 | $36,840(13) | $16,581,688 |

  134. SUMMARY COMPENSATION TABLE

    | 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 periods using certain factual data and an assumed risk-free interest rate. For each PRSU award granted in fiscal 2023, the expected term was based on the actual three-year term of the PRSUs, the expected volatility of 37.49% for awards granted on March 22, 2022 and 42.08% for awards granted on June 22, 2022 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 2.37% for PRSUs granted on March 22, 2022 and 3.17% for PRSUs granted on June 22, 2022 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, 2022 was 105.81% of the closing price of the Company’s stock on the date of grant for PRSUs and 111.71% of the closing price of the Company’s stock for PRSUs granted on June 22, 2022.(1) |

  135. SUMMARY COMPENSATION TABLE

    | 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 11 of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for fiscal 2023 filed with the SEC on March 8, 2023.(2) |

  136. SUMMARY COMPENSATION TABLE

    | Represents the value of patent bonuses awarded to Mr. Benioff.(3) |

  137. SUMMARY COMPENSATION TABLE

    | This amount includes an allocation of costs paid by the Company for security arrangements provided for Mr. Benioff ($1,539,980) 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 matching contributions under 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.(4) |

  138. SUMMARY COMPENSATION TABLE

    | Represents the value of a patent bonus awarded to Mr. Taylor.(5) |

  139. SUMMARY COMPENSATION TABLE

    | Reflects the portion of Mr. Taylor’s annual bonus award that was paid out after the first half of the fiscal year. Mr. Taylor resigned as Co-CEO and Vice Chair of the Board effective January 31, 2023, and was not eligible to receive the remaining amount of any fiscal 2023 annual bonus award he may have earned had he remained employed through the payment date in fiscal 2024.(6) |

  140. SUMMARY COMPENSATION TABLE

    | This amount includes an allocation of costs paid by the Company for security benefits provided for Mr. Taylor ($87,135) 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 matching contributions under the Company 401(k) plan ($5,000). On occasion, guests of Mr. Taylor accompanied him or other Salesforce employees, at no incremental cost to the Company, on corporate aircraft used for business purposes.(7) |

  141. SUMMARY COMPENSATION TABLE

    | 60 | | 2023 Proxy Statement |

  142. SUMMARY COMPENSATION TABLE

    | SUMMARY COMPENSATION TABLE (CONTINUED) |

  143. SUMMARY COMPENSATION TABLE

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

  144. SUMMARY COMPENSATION TABLE

    | This amount includes a tax gross-up associated with the allocation of costs paid by the Company for security benefits for Ms. Weaver ($2,317), as well as Company matching contributions under the Company 401(k) plan ($5,000).(9) |

  145. SUMMARY COMPENSATION TABLE

    | Represents Company matching contributions under the Company 401(k) plan ($5,000).(10) |

  146. SUMMARY COMPENSATION TABLE

    | Mr. Millham was not a Named Executive Officer prior to fiscal 2023.(11) |

  147. SUMMARY COMPENSATION TABLE

    | Represents the first installment of a retention bonus paid to Mr. Millham pursuant to the Millham Agreement.(12) |

  148. SUMMARY COMPENSATION TABLE

    | This amount includes (a) Company-paid costs of $13,771 for attending motivational Company sales team and leadership events, consistent with how the Company treated these benefits for all other employees who attended such events, (b) an allocation of costs paid by the Company for security benefits provided for Mr. Millham of $1,322, and (c) $16,747 for a tax gross-up associated with these costs. This amount also includes Company matching contributions under the Company 401(k) plan ($5,000).(13) |

  149. SUMMARY COMPENSATION TABLE

    | 2023 Proxy Statement | | 61 |

  150. SUMMARY COMPENSATION TABLE

    | GRANTS OF PLAN-BASED AWARDS TABLE |

  151. 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 2023.

  152. GRANTS OF PLAN-BASED AWARDS TABLE

    | | | Estimated Possible 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 | — | — | — | — | — | — | — | | | 06/22/2022 | — | — | — | — | 78,906 | 157,812 | — | — | — | $14,760,156 | | | 06/22/2022 | — | — | — | — | — | — | — | 190,818 | $167.45 | $9,840,007 | | Bret Taylor | N/A | — | $2,800,000 | $3,500,000 | — | — | — | — | — | — | — | | | 06/22/2022 | — | — | — | — | 78,906 | 157,812 | — | — | — | $14,760,156 | | | 06/22/2022 | — | — | — | — | — | — | — | 190,818 | $167.45 | $9,840,007 | | Amy Weaver | N/A | — | $1,000,000 | $1,250,000 | — | — | — | — | — | — | — | | | 03/22/2022 | — | — | — | — | 15,159 | 30,318 | — | — | — | $3,500,062 | | | 03/22/2022 | — | — | — | — | — | — | — | 107,952 | $218.21 | $7,000,007 | | | 03/22/2022 | — | — | — | — | — | — | 16,040 | — | — | $3,500,088 | | Parker Harris | N/A | — | $1,000,000 | $1,250,000 | — | — | — | — | — | — | — | | | 03/22/2022 | — | — | — | — | 15,159 | 30,318 | — | — | — | $3,500,062 | | | 03/22/2022 | — | — | — | — | — | — | — | 107,952 | $218.21 | $7,000,007 | | | 03/22/2022 | — | — | — | — | — | — | 16,040 | — | — | $3,500,088 | | Srinivas Tallapragada | N/A | — | $1,000,000 | $1,250,000 | — | — | — | — | — | — | — | | | 03/22/2022 | — | — | — | — | 15,159 | 30,318 | — | — | — | $3,500,062 | | | 03/22/2022 | — | — | — | — | — | — | — | 107,952 | $218.21 | $7,000,007 | | | 03/22/2022 | — | — | — | — | — | — | 16,040 | — | — | $3,500,088 | | Brian Millham | N/A | — | $900,000 | $1,125,000 | — | — | — | — | — | — | — | | | 03/22/2022 | — | — | — | — | — | — | — | 101,121 | $218.21 | $6,557,060 | | | 03/22/2022 | — | — | — | — | — | — | 27,303 | — | — | $5,957,788 |

  153. GRANTS OF PLAN-BASED AWARDS TABLE

    | 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 (in fiscal 2023 discretion was used to reduce the payout percentage for NEO bonuses), as discussed above under “Compensation Discussion and Analysis—Compensation Elements and Compensation for Named Executive Officers—Annual Performance-Based Cash Bonuses.” “Maximum” amounts shown reflect a 125% individual multiplier limit on payouts to executive officers. Actual amounts paid were equal to 70% of target, except that Mr. Taylor was not eligible to receive the full fiscal 2023 annual bonus award due to his departure on January 31, 2023, prior to the payment date.(1) |

  154. GRANTS OF PLAN-BASED AWARDS TABLE

    | Represents the target and maximum units for PRSUs granted in fiscal 2023. PRSUs are earned and eligible to vest based on our TSR ranking relative to the PRSU Index Group measured over the three-year Performance Period from the grant date. If the Company’s TSR over the Performance Period is at the 60(th) percentile when ranked against the TSRs of the companies in the PRSU Index Group, 100% of the target number of PRSUs will vest. For every percentile by which the Company’s TSR ranking within the PRSU Index Group is (a) above the 60(th) percentile, PRSUs vesting will increase by 2.5641%, up to a maximum payout of 200% of target if the Company’s TSR ranking is at the 99(th)percentile; and (b) below the 60(th) percentile, PRSUs vesting will decrease by 3.3333%, with no payout if the Company’s TSR ranking is below the 30(th) percentile. If our relative TSR rank is at the 31(st) percentile for the Performance Period, 3.3333% of the target PRSUs would be earned and eligible to vest. If the Company’s absolute TSR over the Performance Period is negative, the number of PRSUs earned and eligible to vest will not exceed 100% of target. If any of these PRSUs become eligible to vest, they will vest after the end of the applicable three-year performance period on April 15, 2025 for PRSUs granted to NEOs other than Mr. Benioff and Mr. Taylor, and on July 15, 2025 for PRSUs granted to Mr. Benioff. Mr. Taylor forfeited all unvested equity awards, including equity awards granted in fiscal 2023, in connection with his departure on January 31, 2023. For additional detail regarding the terms of the fiscal 2023 PRSUs, see the discussion under “Compensation Discussion and Analysis—Long-Term Equity Incentives” on page 50.(2) |

  155. GRANTS OF PLAN-BASED AWARDS TABLE

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

  156. GRANTS OF PLAN-BASED AWARDS TABLE

    | 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.(4) |

  157. GRANTS OF PLAN-BASED AWARDS TABLE

    | 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. The assumptions used to calculate the value of option awards are set forth under Note 11 of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for fiscal 2023 filed with the SEC on March 8, 2023. 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 above.(5) |

  158. GRANTS OF PLAN-BASED AWARDS TABLE

    | 62 | | 2023 Proxy Statement |

  159. GRANTS OF PLAN-BASED AWARDS TABLE

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE |

  160. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL 2023 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, 2023.

  161. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 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 | | | | | | | | | | 11/22/2016 | 136,557 | — | $75.57 | 11/22/2023 | — | — | — | — | | 03/22/2018 | 317,105 | — | $118.04 | 03/22/2025 | — | — | — | — | | 03/22/2019 | 187,710 | 8,162 | $161.50 | 03/22/2026 | — | — | — | — | | 04/22/2020 | 138,725 | 63,057 | $154.14 | 04/22/2027 | — | — | 86,344 | $14,503,202 | | 03/22/2021 | 72,536 | 85,725 | $215.17 | 03/22/2028 | — | — | 65,694 | $11,034,621 | | 06/22/2022 | — | 190,818 | $167.45 | 06/22/2029 | — | — | 78,906 | $13,253,841 | | Bret Taylor(5) | | | | | | | | | | 03/22/2018 | 176,170 | — | $118.04 | 05/01/2023 | — | — | — | — | | 03/22/2019 | 117,319 | — | $161.50 | 05/01/2023 | — | — | — | — | | 04/22/2020 | 104,043 | — | $154.14 | 05/01/2023 | — | — | — | — | | 03/22/2021 | 60,446 | — | $215.17 | 05/01/2023 | — | — | — | — | | 12/22/2021 | 8,186 | — | $252.80 | 05/01/2023 | — | — | — | — | | Amy Weaver | | | | | | | | | | 03/22/2018 | 5,506 | — | $118.04 | 03/22/2025 | — | — | — | — | | 03/22/2019 | 33,156 | 5,101 | $161.50 | 03/22/2026 | 968 | $162,595 | — | — | | 04/22/2020 | 73,553 | 39,411 | $154.14 | 04/22/2027 | 5,069 | $851,440 | 17,989 | $3,021,612 | | 03/22/2021 | 48,357 | 57,151 | $215.17 | 03/22/2028 | 7,844 | $1,317,557 | 14,599 | $2,452,194 | | 03/22/2022 | — | 107,952 | $218.21 | 03/22/2029 | 16,040 | $2,694,239 | 15,159 | $2,546,257 | | Parker Harris | | | | | | | | | | 11/22/2016 | 212,158 | — | $75.57 | 11/22/2023 | — | — | — | — | | 03/22/2018 | 176,170 | — | $118.04 | 03/22/2025 | — | — | — | — | | 03/22/2019 | 129,051 | 5,611 | $161.50 | 03/22/2026 | 1,065 | $178,888 | — | — | | 04/22/2020 | 95,373 | 43,352 | $154.14 | 04/22/2027 | 5,576 | $936,601 | 19,788 | $3,323,790 | | 03/22/2021 | 48,357 | 57,151 | $215.17 | 03/22/2028 | 7,844 | $1,317,557 | 14,599 | $2,452,194 | | 03/22/2022 | — | 107,952 | $218.21 | 03/22/2029 | 16,040 | $2,694,239 | 15,159 | $2,546,257 | | Srinivas Tallapragada | | | | | | | | | | 03/22/2018 | 61,457 | — | $118.04 | 03/22/2025 | — | — | — | — | | 04/22/2018 | 88,887 | — | $122.82 | 04/22/2025 | — | — | — | — | | 03/22/2019 | 117,319 | 5,101 | $161.50 | 03/22/2026 | 968 | $162,595 | — | — | | 04/22/2020 | 95,373 | 43,352 | $154.14 | 04/22/2027 | 5,576 | $936,601 | 19,788 | $3,323,790 | | 03/22/2021 | 48,357 | 57,151 | $215.17 | 03/22/2028 | 7,844 | $1,317,557 | 14,599 | $2,452,194 | | 03/22/2022 | — | 107,952 | $218.21 | 03/22/2029 | 16,040 | $2,694,239 | 15,159 | $2,546,257 |

  162. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    | 2023 Proxy Statement | | 63 |

  163. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    | OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE (CONTINUED) |

  164. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 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) | | Brian Millham | | | | | | | | | | 03/22/2018 | 8,218 | — | $118.04 | 03/22/2025 | — | — | — | — | | 07/22/2018 | 6,608 | — | $146.87 | 07/22/2025 | — | — | — | — | | 03/22/2019 | 13,655 | 1,707 | $161.50 | 03/22/2026 | 308 | $51,735 | — | — | | 04/22/2020 | 27,927 | 26,183 | $154.14 | 04/22/2027 | 3,273 | $549,766 | 12,592 | $2,115,078 | | 02/22/2021 | 198,859 | 216,150 | $240.95 | 02/22/2028 | — | — | — | — | | 03/22/2021 | 44,392 | 52,463 | $215.17 | 03/22/2028 | 14,711 | $2,471,007 | — | — | | 03/22/2022 | — | 101,121 | $218.21 | 03/22/2029 | 27,303 | $4,586,085 | — | — |

  165. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    | 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.(1) |

  166. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    | 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.(2) |

  167. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    | 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, 2023 of $167.97 per share.(3) |

  168. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    | The PRSUs show 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 60(th) percentile when ranked against the TSRs of the companies in the PRSU Index Group, 100% of the target number of PRSUs will vest. For every percentile by which the Company’s TSR ranking within the PRSU Index Group is (a) above the 60(th) percentile, PRSUs vesting will increase by 2.5641%, up to a maximum payout of 200% of target if the Company’s TSR ranking is at the 99(th) percentile; and (b) below the 60(th) percentile, PRSUs vesting will decrease by 3.3333%, with no payout if the Company’s TSR ranking is below the 30(th) percentile. If the Company’s absolute TSR over the Performance Period is negative, the number of PRSUs vesting will not exceed 100% of target. Any earned PRSUs granted in April 2020 will vest, subject to continued employment, on May 15, 2023. Any earned PRSUs granted in March 2021 vest, subject to continued employment, on April 15, 2024. The PRSUs granted to Mr. Taylor in December 2021 were forfeited on January 31, 2023. Any earned PRSUs granted in March 22, 2022 will vest, subject to continued employment on April 15, 2025. Any earned PRSUs granted in June 2022 will vest, subject to continued employment on July 15, 2025. Based on actual performance during each of the respective performance periods through the end of January 2023, the PRSUs granted in April 2020, March 2021, December 2021, March 2022, and June 2022 would have paid out at zero if the performance period had ended as of the last day of the fiscal year. Notwithstanding the foregoing, in accordance with SEC rules, such PRSUs are reported assuming target performance.(4) |

  169. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    | In connection with his resignation from the Company effective as of January 31, 2023, Mr. Taylor forfeited all unvested awards held by him as of such date, including: 336,690 unvested and unexercisable options; 132,883 unvested restricted shares issued to Mr. Taylor in connection wiith the Company’s acquisition of Quip, Inc. in August 2016 as consideration for his shares of the target company; 16,855 unvested restricted stock units; and all unvested PRSUs granted to him in April 2020, March 2021, December 2021, and June 2022 (145,228 PRSUs at target). Mr. Taylor’s vested options remain exercisable for 90 days following his termination; any vested options that are not exercised during this 90-day period expire on May 1, 2023.(5) |

  170. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    | 64 | | 2023 Proxy Statement |

  171. OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END TABLE

    | OPTION EXERCISES AND STOCK VESTED TABLE |

  172. 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 2023.

  173. OPTION EXERCISES AND STOCK VESTED TABLE

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting(3) | | Marc Benioff | 449,616 | $43,678,248 | 14,878 | $2,818,042 | | Bret Taylor | — | — | 198,040 | $34,304,207 | | Amy Weaver | — | — | 17,785 | $3,199,078 | | Parker Harris | 235,479 | $16,783,947 | 19,549 | $3,533,985 | | Srinivas Tallapragada | 60,000 | $6,561,837 | 18,900 | $3,390,185 | | Brian Millham | — | — | 17,664 | $3,249,023 |

  174. OPTION EXERCISES AND STOCK VESTED TABLE

    | The value realized on exercise is calculated by multiplying (A) the difference between the market price of Company common stock on the exercise date and the applicable exercise price, by (B) the number of shares of Company common stock underlying the options exercised.(1) |

  175. OPTION EXERCISES AND STOCK VESTED TABLE

    | Represents shares of Company common stock released upon vesting of (a) PRSUs granted in fiscal 2020, (b) RSUs for NEOs other than Mr. Benioff, and (c) in Mr. Taylor’s case, restricted shares granted to him under the Founder Restricted Stock Agreement (as further described under “—Employment Contracts and Certain Transactions” below), in each case, that vested during fiscal 2023.(2) |

  176. OPTION EXERCISES AND STOCK VESTED TABLE

    | The value realized on vesting is determined by multiplying the number of units that vested by the closing price of the Company’s common stock on the vesting date.(3) |

  177. OPTION EXERCISES AND STOCK VESTED TABLE

    | 2023 Proxy Statement | | 65 |

  178. OPTION EXERCISES AND STOCK VESTED TABLE

    | EMPLOYMENT CONTRACTS AND CERTAIN TRANSACTIONS |

  179. EMPLOYMENT CONTRACTS AND CERTAIN TRANSACTIONS

    | Name | Salary and Bonus(1) | Value of Continuation of Benefits | Value of Accelerated Equity Awards | Total | | Marc Benioff | | | | | | Change in Control | — | — | — (2) | — | | Qualifying Termination in Connection with a Change in Control | $9,300,000 | $70,747 | $1,024,112(3) | $10,394,859 | | Death | — | — | $1,024,112(4) | $1,024,112 | | Amy Weaver | | | | | | Change in Control | — | — | — (2) | — | | Qualifying Termination in Connection with a Change in Control | $3,000,000 | $44,946 | $5,603,888(3) | $8,648,834 | | Death | — | — | $5,000,000(4) | $5,000,000 | | Parker Harris | | | | | | Change in Control | — | — | — (2) | — | | Qualifying Termination in Connection with a Change in Control | $3,000,000 | $53,799 | $5,763,146(3) | $8,816,945 | | Death | — | — | $5,000,000(4) | $5,000,000 | | Srinivas Tallapragada | | | | | | Change in Control | — | — | — (2) | — | | Qualifying Termination in Connection with a Change in Control | $3,000,000 | $53,799 | $5,743,553(3) | $8,797,352 | | Death | — | — | $5,000,000(4) | $5,000,000 | | Brian Millham | | | | | | Change in Control | — | — | — (2) | — | | Qualifying Termination in Connection with a Change in Control | $2,700,000 | $53,060 | $8,031,747(3) | $10,784,807 | | Death | — | — | $5,000,000(4) | $5,000,000 | | Termination of Employment without Cause | — | — | — (5) | — |

  180. EMPLOYMENT CONTRACTS AND CERTAIN TRANSACTIONS

    | FISCAL 2023 CEO PAY RATIOS |

  181. FISCAL 2023 CEO PAY RATIOS

    FISCAL 2023 CEO PAY RATIOS The fiscal 2023 total compensation of our median employee, based on the compensation of all employees who were employed as of November 1, 2022, other than our Co-CEOs, was $199,130. Mr. Benioff’s fiscal 2023 annual total compensation was $29,868,893 and Mr. Taylor’s fiscal 2023 annual total compensation was $26,792,798. The ratios of our CEO’s and former Co-CEO’s fiscal 2023 pay to that of our median employee (our “Pay Ratios”) were approximately 150-1 and 135-1, respectively. The fiscal 2023 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, 2022 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 that employee’s total compensation consistent with the compensation for our Co-CEOs in accordance with SEC rules and as reflected in the Summary Compensation Table above. The SEC’s rules for identifying the Median Employee and calculating the Pay 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.

  182. FISCAL 2023 CEO PAY RATIOS

    | 2023 Proxy Statement | | 69 |

  183. FISCAL 2023 CEO PAY RATIOS

    | PAY VERSUS PERFORMANCE |

  184. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship between the ‘‘Compensation Actually Paid” (as computed in accordance with SEC rules) to our principal executive officer (“PEO”) and non-PEO NEOs (as a group) and certain financial performance measures. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” above. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the fiscal years shown.

  185. PAY VERSUS PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO (Benioff)(1) | Compensation Actually Paid to PEO (Benioff)(2) | | Summary Compensation Table Total for PEO (Taylor)(3) | Compensation Actually Paid to PEO (Taylor)(4) | | Summary Compensation Table Total for PEO (Block)(3) | Compensation Actually Paid to PEO (Block)(4) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | | Value of Initial Fixed $100 Investment Based On: | | Net Income(9) ($ millions) | Relative TSR(10) (percentile) | | | | | | | | | | | | | | Company Total Stockholder Return(7) | Peer Group Total Stockholder Return(8) | | | | 2023 | $29,868,893 | ($ | 15,648,986) | $26,792,798 | ($ | 72,220,776) | — | — | $15,923,619 | ($ | 7,680,438) | $92.13 | $142.05 | $208 | 17th | | 2022 | $28,602,112 | | 25,056,235 | $22,794,415 | | 31,528,547 | — | — | $14,044,452 | | 16,514,995 | $127.60 | $183.20 | $1,444 | 41st | | 2021 | $25,740,775 | | 59,862,429 | — | | — | $1,232,157 | $12,279,756 | $13,763,689 | | 36,808,761 | $123.72 | $146.11 | $4,072 | 65th |

  186. PAY VERSUS PERFORMANCE

    | The dollar amounts reported are the “Total Compensation” amounts reported for our PEO, Marc Benioff, in our Summary Compensation Table above.(1) |

  187. PAY VERSUS PERFORMANCE

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

  188. PAY VERSUS PERFORMANCE

    | Compensation Actually Paid to PEO (Mr. Benioff) | FY2023 | | FY2022 | | FY2021 | | | Summary Compensation Table Total | | 29,868,893 | | 28,602,112 | | 25,740,775 | | Deduction for value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | ($ | 24,600,163) | ($ | 22,500,135) | ($ | 20,000,120) | | Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | | 22,328,473 | | 25,103,385 | | 38,338,434 | | Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | ($ | 31,471,896) | ($ | 9,086,562) | | 13,077,895 | | Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | ($ | 11,774,293) | | 2,937,435 | | 2,705,445 | | Compensation Actually Paid to Mr. Benioff | ($ | 15,648,986) | | 25,056,235 | | 59,862,429 |

  189. PAY VERSUS PERFORMANCE

    | The dollar amounts reported are the “Total Compensation” amounts reported for Bret Taylor, who served as Co-PEO from November 30, 2021 through January 31, 2023, in the Summary Compensation Table, and for Keith Block, who served as Co-PEO through February 24, 2020, as reported in the Summary Compensation Table included in our proxy statement for our 2021 Annual Meeting of Stockholders.(3) |

  190. PAY VERSUS PERFORMANCE

    | The dollar amounts reported represent the amount of Compensation Actually Paid to our former Co-PEOs as computed in accordance with SEC rules, and do not reflect the actual amount of compensation earned or received during the applicable fiscal year. In accordance with SEC rules, these amounts differ from “Total Compensation” as set forth in the Summary Compensation Table for each fiscal year as shown in the tables below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.(4) |

  191. PAY VERSUS PERFORMANCE

    | Compensation Actually Paid to PEO (Mr. Taylor) | FY2023 | | FY2022 | | | Summary Compensation Table Total | | 26,792,798 | | 22,794,415(a) | | Deduction for value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | ($ | 24,600,163) | ($ | 20,000,542) | | Year-end fair value of outstanding and unvested equity awards granted in the fiscal year | | 0 | | 21,613,496 | | Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | | 0 | | 563,018 | | Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | ($ | 17,798,517) | | 6,558,160 | | Prior fiscal year-end fair value for any equity awards forfeited in the fiscal year | ($ | 56,614,894) | | 0 | | Compensation Actually Paid to Mr. Taylor | ($ | 72,220,776) | | 31,528,547 |

  192. PAY VERSUS PERFORMANCE

    | Mr. Taylor was promoted from our Chief Operating Officer to Co-PEO effective November 30, 2021. In connection with his appointment, his base salary was increased from $1,000,000 to $1,400,000.(a) |

  193. PAY VERSUS PERFORMANCE

    | Compensation Actually Paid to PEO (Mr. Block) | FY2021 | | Summary Compensation Table Total | $1,232,157 | | Year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | $8,161,207 | | Year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | $2,886,392 | | Compensation Actually Paid to Mr. Block | $12,279,756 |

  194. PAY VERSUS PERFORMANCE

    | 70 | | 2023 Proxy Statement |

  195. PAY VERSUS PERFORMANCE

    | The dollar amounts reported are the average of the “Total Compensation” amounts reported for the Company’s NEOs as a group excluding our CEO and former Co-PEOs for the year(s) in which they served as Co-PEO (the “Non-PEO NEOs”) in the Summary Compensation Table in each applicable fiscal year. The Non-PEO NEOs (excluding our PEO and former Co-PEOs, as applicable for the fiscal year(s) in which they served as Co-PEO) for each applicable year are as follows: (i) for fiscal 2023, Ms. Weaver and Messrs. Harris, Millham, and Tallapragada; (ii) for fiscal 2022, Ms. Weaver and Messrs. Harris, Patterson and Tallapragada; and (iii) for fiscal 2021, Messrs. Hawkins, Patterson, Tallapragada and Taylor.(5) |

  196. PAY VERSUS PERFORMANCE

    | The dollar amounts reported represent the average amount of Compensation Actually Paid to the Non-PEO NEOs as computed in accordance with SEC rules, and do not reflect actual amounts of compensation earned or received during the applicable fiscal year. In accordance with SEC rules, these amounts differ from the average of the amounts of “Total Compensation” as set forth in the Summary Compensation Table for each fiscal year as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.(6) |

  197. PAY VERSUS PERFORMANCE

    | Average Compensation Actually Paid to Non-PEO NEOs | FY2023 | | FY2022 | | FY2021 | | | Average Summary Compensation Table Total | | 15,923,619 | | 14,044,452 | | 13,763,689 | | Deduction for the average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | ($ | 13,628,830) | ($ | 12,000,260) | ($ | 11,518,036) | | Average year-end fair value of outstanding and unvested equity awards granted in the fiscal year | | 8,514,475 | | 13,649,601 | | 21,227,038 | | Average year over year change in fair value of outstanding and unvested equity awards granted in prior fiscal years | ($ | 11,562,184) | ($ | 1,074,764) | | 10,285,660 | | Average year over year change in fair value of equity awards granted in prior fiscal years that vested in the fiscal year | ($ | 6,927,518) | | 1,895,966 | | 3,050,410 | | Average Compensation Actually Paid to Non-PEO NEOs | ($ | 7,680,438) | | 16,514,995 | | 36,808,761 |

  198. PAY VERSUS PERFORMANCE

    | Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of any dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s stock price at the end and the beginning of the measurement period by (b) the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is January 31, 2020. Historical stock performance is not necessarily indicative of future stock performance.(7) |

  199. PAY VERSUS PERFORMANCE

    | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Computer & Data Processing Index, which is used in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the applicable fiscal year. Historical stock performance is not necessarily indicative of future stock performance.(8) |

  200. PAY VERSUS PERFORMANCE

    | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.(9) |

  201. PAY VERSUS PERFORMANCE

    | The “Company-Selected Measure” (as defined in Item 402(v) of Regulation S-K of the Exchange Act) is our one-year TSR relative to the TSR of each member of the Nasdaq 100 Index as of the beginning of each fiscal year (“Relative TSR”). TSR for this purpose is calculated by comparing the Company’s average closing share price over the 90 calendar days ending on the last day of the fiscal year and the Company’s average closing share price over the 90 calendar days ending on the last day of the end of the prior fiscal year. We use three-year relative TSR as the performance measure for our PRSUs, including for the PRSUs granted in fiscal 2023.(10) |

  202. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, as contemplated by SEC rules, not all of those Company measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not seek to specifically align the Company’s performance measures with Compensation Actually Paid (as computed in accordance with SEC rules) for a particular fiscal year. In accordance with Item 402(v) of Regulation S-K of the Exchange Act, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. As reflected in the footnotes to the Pay Versus Performance table above and illustrated in the first graph below, our TSR impacted the values of the Compensation Actually Paid (as computed in accordance with SEC rules) to our NEOs for fiscal 2021, 2022 and 2023. However, the value of the fiscal 2023 Compensation Actually Paid to our Co-PEO Bret Taylor is disproportionately impacted by the fair value of equity awards he forfeited in fiscal 2023, as shown in footnote (4) to the Pay Versus Performance table above.

  203. Analysis of the Information Presented in the Pay Versus Performance Table

    | 2023 Proxy Statement | | 71 |

  204. Relationship Between Compensation Actually Paid and Cumulative Company and Peer Group TSR

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

  205. 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, Laura Alber, Craig Conway, Arnold Donald, Parker Harris, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, Robin Washington, Maynard Webb and Susan Wojcicki. Mr. Donald, Mr. Mehra and Mr. Morfit were appointed by the Board effective March 1, 2023, and each of the other nominees was most recently elected by stockholders at the 2022 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.

  206. The 2013 Plan Incorporates Good Compensation and Governance Practices

    | • | Broad-based eligibility. As of March 31, 2023, approximately 89% of all outstanding equity awards, on a share basis, were held by employees who are not Named Executive Officers or directors. In fiscal 2023, approximately 95% of all equity awards, on a share basis, were granted to employees who are not Named Executive Officers or directors. |