Salesforce shareholders reject compensation plan for CEO Marc Benioff, other top execs

Salesforce
investors
voted
against
the
company’s
compensation
plan
for
top
executives,
after
shareholder
advisory
groups
raised
concerns
about
equity
awards
granted
to
CEO

Marc
Benioff.

According
to
a

regulatory
filing
on
Monday,
the
resolution
to
approve
the
compensation
received
339.3
million
votes
in
favor
and
404.8
million
against
at
the
annual
meeting
held
on
Thursday.

The
board
had
urged
shareholders
to
vote
in
favor
of
the
resolution.
But
two
shareholder
advisory
firms,
Glass
Lewis
and
Institutional
Shareholder
Services,
both
recommended
that
investors
vote
down
the
measure.

For
the
2024
fiscal
year,
Benioff
received
$39.6
million
in
total
pay,
up
from
$29.9
million
in
the
prior
year.
While
Benioff’s
salary
was
flat
at
$1.55
million,
he
received
additional
stock
and
option
awards
and
nonequity
incentive
plan
compensation,
according
to
the
proxy
statement.
The
most
recent
sum
also
included
security
fees
that
had
not
previously
been
invoiced
to
the
company.

In
January,
the
board’s
compensation
committee
gave
Benioff
a
second
long-term
equity
award
worth
$20
million,
in
recognition
of
the
company’s
“successful
transformation
actions
and
strong
financial
performance
in
the
fiscal
year,”
among
other
factors.

Glass
Lewis
wrote
in
its
recommendation
that
“shareholders
may
reasonably
be
wary
of
the
substantial
discretionary
equity
grants”
issued
to
Benioff
in
January,
adding
that
there
was
a
“lack
of
a
fully
convincing
rationale”
behind
the
grants.

Benioff
was
already
among
the
largest
holders
of
Salesforce,
with
a
stake
of
over
2%
valued
at
close
to
$6
billion.
Glass
Lewis
said
in
its
proxy
paper
that
the
additional
performance-based
restricted
stock
units
and
stock
options
were
“unwarranted”
because
his
interests
were
already
aligned
with
that
of
shareholders.

The
vote
from
the
annual
meeting
is
nonbinding.

“Our
Compensation
Committee,
which
is
responsible
for
designing
and
administering
our
executive
compensation
program,
values
the
opinions
expressed
by
our
stockholders
and
will
consider
the
outcome
of
this
vote
when
making
future
executive
compensation
decisions,”
Salesforce’s
board
said
in
the
company’s

proxy
statement.

The
company
declined
to
comment.

Salesforce
shares
rose
67%
in
the
2024
fiscal
year
ended
Jan.
31,
the
strongest
performance
since
2011.

Net
income
jumped
to
$4.1
billion
in
the
fiscal
year
from
$208
million
a
year
earlier,
while
revenue
increased
11%
to
$34.9
billion
from
$31.4
billion.
In
January
2023,
Salesforce

announced
plans
to
lay
off
10%
of
employees,
after
activist
investors
began
buying
up
stakes
and
demanding
a
better
mix
of
profit
and
growth.
Salesforce

said
in
February
it
would
begin
paying
a
dividend
to
shareholders.

Salesforce
shares
are
off
2.6%
year
to
date.