Salesforce shareholders reject compensation plan for Benioff, other top execs

By Mike Murphy

Non-binding measure was opposed by two big shareholder advisory firms

Salesforce Inc. shareholders rejected a compensation plan for Chief Executive Marc Benioff and the cloud-software company's other top executives after it was opposed by two large advisory firms.

According to a filing Monday with the Securities and Exchange Commission, Salesforce shareholders voted down the non-binding measure, 404.8 million to 339.3 million.

Influential shareholder advisory firms Glass Lewis and Institutional Shareholder Services opposed the measure, questioning the need for a hefty equity grant issued to Chief Executive Marc Benioff.

Salesforce (CRM) did not immediately respond to a request for comment.

In Salesforce's proxy statement, the board said its compensation committee "values the opinions expressed by our stockholders and will consider the outcome of this vote when making future executive compensation decisions."

Benioff's base pay was unchanged at $1.55 million in fiscal 2024, but he made a total of $39.6 million, up from $29.9 million the previous year.

Salesforce said in its proxy statement that its compensation committee awarded Benioff a long-term equity award in the first fiscal quarter with a target value of $15 million, based on the company's financial performance. Near the end of its fiscal year, "in light of strong performance during the year," the committee approved a second long-term equity incentive for Benioff, with a target value of $20 million.

The company said the second grant brought Benioff's compensation "between the 50th and 75th percentile of CEO equity awards at peer companies."

After its fourth-quarter earnings report beat analysts' estimates in February, Benioff said Salesforce was staking its claim as the No. 1 enterprise AI company, amid an AI and data "revolution."

But in May, Salesforce shares suffered their biggest one-day drop in two decades after disappointing earnings and a cut to its revenue outlook.

At the time, Bernstein analyst Mark Moerdler warned that he remained "skeptical about the fundamental drivers of the business going forward," adding "we think the weakness in the business is becoming increasingly visible."

Salesforce shares are down 2.6% year to date, but are up 21% over the past 12 months.

-Mike Murphy

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07-01-24 2054ET

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