Salesforce : 2026 Annual Report 2026 Proxy Statement
CRM
Published on 04/17/2026 at 10:40 am EDT
April 16, 2026
Dear Fellow Stockholders,
As we enter our 27th year, Salesforce is not just leading the software marketplace, we are the engine of a whole new era of enterprise technology: the Agentic Revolution.
We have rearchitected our entire platform to turn raw intelligence into real work at scale, positioning our customers to become Agentic Enterprises and thrive in the most profound technology transition in history.
Agentforce is already driving real-world ROI at global scale.
Record Adoption: While others offer experimental AI, Salesforce has closed 29,000 Agentforce deals, with customers like Amazon, Ford, AT&T, and GM leading the charge. Nearly 90% of Forbes' top 50 AI companies - including trailblazers like Anthropic - now run on our platform.
Proven Customer Impact: Southwest Airlines launched a customer service agent in just four months that now autonomously resolves 20% of its 20 million annual requests. Siemens is using sales agents to qualify 500 leads daily, saving 1,200 hours per human agent annually. SharkNinja has already powered over 250,000 consumer engagements through its Shopper Agent. By autonomously scheduling thousands of home tours, Lennar has turned agents into the ultimate front door for home buying.
The Agentic Revolution is ushering in a new operating model for the enterprise that is reshaping how work gets done. Every agent needs somewhere to land: a trusted, unified platform that brings data, apps, agents, and humans together. That's Salesforce.
Data at Scale: An AI agent is only as good as the data it can access. Our platform provides the essential "landing zone" for agents, integrating trusted data, business logic, and secure workflows. In fiscal 2026, we ingested 112 trillion records through Data 360.
Explosive Growth: Agentforce and Data 360 are the fastest-growing, most innovative products in our history. Agentforce ARR reached S800 million, up 169% year-over-year.
The Agentic Interface: Slack, now featuring Slackbot as the ultimate teammate, serves as the primary interface for work for over a million customers.
Our shift to an agentic focus is driving the best financial results in our history.
Revenue Leadership: We achieved full-year revenue of S41.5 billion in fiscal 2026, and we are guiding to more than S46 billion in revenue for fiscal 2027. With our commitment to disciplined, profitable growth, we closed the year with a non-GAAP operating margin of 34.1% and S72.4 billion in total RPO.
Following our strong start with Informatica, we have increased our fiscal 2030 revenue target to S63 billion.
Shareholder Value: We returned S14.3 billion to stockholders this year. In March 2026, we commenced a historic S25 billion accelerated share repurchase, signaling our total confidence in the Agentic Era.
As we scale, we remain committed to our values.
1-1-1 Philanthropic Leadership: We have provided nearly S1 billion in community grants, contributed over 10 million employee volunteer hours, and empowered over 64,000 nonprofits to run on Salesforce through free licenses or deep discounts.
We are moving beyond simple automation to a future where humans and agents work together to transform the world. Thank you for your trust as we lead this extraordinary revolution.
With deep gratitude,
Marc Benioff
Chair of the Board of Directors Chief Executive Officer
April 16, 2026
Dear Fellow Stockholders,
First, thank you for your continued investment in Salesforce. With your support, we have helped more than 150,000 companies connect with their customers in entirely new ways, establishing Salesforce as a global leader in AI CRM and broader operations technology. On behalf of the Board of Directors, it is an honor to share an update on our key actions and priorities from the past year.
Despite the current discounting of sector enterprise values due to uncertainty in financial markets around the evolution of AI, we continue to achieve strong growth in revenue, earnings, and cash flow. And as we transform Salesforce into a lean agentic enterprise, we remain relentlessly focused on driving profitable growth through sustained innovation. Fiscal 2026 was a momentous year in our journey, as it became clearer that the agentic enterprise is the new paradigm and that our prior investments have positioned us well to meet rising demand.
Through this rapid pace of change, the Board has actively overseen, supported, and consulted with management to set and advance the long-term vision for Salesforce. We are redefining customer success as we enable humans and agents to work seamlessly together.
Salesforce achieved several important strategic and financial milestones in fiscal 2026. We continued to introduce new innovative technologies to our platform, such as Agentforce 360, which unites applications, data, and agents on one platform. We also completed the acquisition of Informatica, which enhances our trusted data foundation by strengthening the quality and integration of the data that feeds our CRM and AI solutions.
Our actions were consistent with our commitment to deploy capital responsibly while continuing to deliver on our path to sustained double-digit revenue growth. Early Informatica momentum is validating our disciplined M&A strategy, which is underpinned by a return-on-invested-capital framework that prioritizes efficient growth and capital allocation. Further, we returned to stockholders S12.7 billion through our share repurchase program and an additional S1.6 billion in dividends. We have already commenced in March 2026 an accelerated share repurchase program that is slightly more than double in size.
As always, the Board continued to take a deliberate approach to assessing Board composition to maintain the right depth of expertise and range of perspectives to guide Salesforce effectively. Over the past few years, we have thoughtfully added new directors to the Board in support of Salesforce's ambitious goals and leadership of the new era of Agentic AI.
In this past year alone, we welcomed Amy Chang and David B. Kirk to the Board as independent directors, both of whom bring proven records and expertise in driving innovation and technology. With Amy and David's appointments, we now have the most innovation-forward, technical Board in Salesforce's history.
The Board's composition today aligns clearly with the future of Salesforce. Our directors collectively bring valuable insights to our work on financial and operational matters, technology, sales, and marketing, corporate and AI governance, and other topics important to the Board and Salesforce's business. This mix of experiences and perspectives, grounded in a shared commitment to Salesforce's core values, has fostered thoughtful dialogue and debate in the boardroom.
The Board believes strong governance promotes long-term stockholder value creation. Accordingly, throughout fiscal 2026, we maintained our long-standing practice of engaging with stockholders to inform the Board's decision-making processes.
While discussions covered a variety of topics, ranging from Board and committee refreshment to executive succession planning and human capital management, stockholders largely focused on strategy and AI governance. Stockholders expressed strong appreciation for our refined enterprise-wide executive compensation practices and the long-term strategic vision introduced at last year's Dreamforce. Building on our leadership in AI governance, we formalized and enhanced long-standing practices, including reflecting Board committee oversight responsibilities in revised committee charters, expanding related corporate governance disclosures in this Proxy Statement, and publishing our first-ever standalone Trusted AI and Agents Impact Report.
We look forward to continuing the dialogue over the next year and we thank you for your continued support.
Arnold Donald
Lead Independent Director
Thursday, May 28, 2026
11:30 a.m.
Pacific Time
This year's meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.virtualshareholdermeeting.com/CRM2026.
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Salesforce, Inc., a Delaware corporation ("Salesforce"), will be held on Thursday, May 28, 2026 at 11:30 a.m. Pacific Time.
This year's meeting is a virtual stockholder meeting conducted exclusively via a live audio webcast at https://www.virtualshareholdermeeting.com/CRM2026.
The items of business are:
To elect Marc Benioff, Laura Alber, Amy Chang, Craig Conway, Arnold Donald, Parker Harris, David B. Kirk, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, and Robin Washington to serve as directors.
To amend and restate our 2013 Equity Incentive Plan to increase the number of shares reserved for issuance by 34 million shares and extend the plan term.
To amend and restate our 2004 Employee Stock Purchase Plan to increase the number of shares reserved for employee purchase by 20 million shares.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027.
To approve, on an advisory basis, the fiscal 2026 compensation of our named executive officers.
To consider and act upon one stockholder proposal described in the Proxy Statement, if properly presented at the meeting.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. We also will transact any other business that may properly come before the Annual Meeting. At this time, we are not aware of any such additional matters.
Stockholders of record at the close of business on April 6, 2026 are entitled to receive notice of, and to vote at, the Annual Meeting as well as any and all adjournments, continuations, or postponements thereof.
In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the meeting chair or secretary will convene the meeting at 12:30 p.m. Pacific Time on the date specified above and at the Company's address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time, and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of Salesforce's website at investor.salesforce.com.
This Notice, the Notice of Internet Availability of Proxy Materials, the Proxy Statement and the 2026 Annual Report are first being made available to stockholders on April 16, 2026.
On behalf of the Board of Directors,
Sabastian Niles
President, Chief Legal Officer & Corporate Secretary
San Francisco, California April 16, 2026
Whether or not you expect to participate in the virtual annual meeting, please vote as promptly as possible in order to ensure your representation at the annual meeting. You may vote online or, if you requested printed copies of the proxy materials, by telephone or by using the proxy card or voting instruction form provided with the printed proxy materials.
This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements about the Company's future growth and profitability, Board of Directors, corporate governance practices, executive compensation program, and equity compensation utilization, made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Actual results or outcomes could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations are described in our 2026 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to Be Held on May 28, 2026.
The Proxy Statement and Annual Report for the fiscal year ended January 31, 2026 are available at https://www.proxyvote.com.
Proxy Summary 1
About the Annual Meeting 6
Who is soliciting my vote? 6
When and where will the Annual Meeting take place? 6
Why are you holding a virtual Annual Meeting? 6
Where can I access the proxy materials? 6
How many votes do I have? 6
What will I be voting on? 7
How do I vote in advance of the virtual Annual Meeting? 7
Corporate Governance 9
How do I participate in the virtual Annual Meeting? 8
Corporate Governance Practices 9
Board Independence 10
Board Leadership Structure 10
Board Meeting Attendance and Director Communications 11
Board Committees and Responsibilities 12
Identification and Evaluation of Director Nominees 15
Board's Role in Risk Oversight 16
Annual Board Evaluation Process 19
Compensation of Directors 19
Director Nominees 22
Director Stock Ownership Requirement 21
Board Composition 22
Director Experience and Qualifications 23
A Letter from Our Compensation Committee 37
Compensation Discussion and Analysis 39
Biographies of Our Director Nominees 24
Named Executive Officers 39
Executive Summary 39
Stockholder Engagement, Board Actions and Program Evolution 43
Compensation Philosophy and Practices 45
Executive Compensation Governance Practices and Policies 46
Compensation Elements for Named Executive Officers 47
Executive Compensation Decision-Making Process 48
Fiscal 2026 Compensation for Named Executive Officers 50
Summary Information on Fiscal 2027 NEO Compensation Decisions 66
Other Compensation Policies 68
Post-Employment Compensation 70
Tax and Accounting Considerations 71
Compensation Risk Assessment 72
Compensation Tables 73
Summary Compensation Table 73
Grants of Plan-Based Awards Table 76
Outstanding Equity Awards at Fiscal 2026 Year-End Table 79
Option Exercises and Stock Vested Table 84
Employment Contracts and Certain Transactions 85
Fiscal 2026 CEO Pay Ratio 90
Pay Versus Performance 91
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 95
Equity Compensation Plan Information 98
Committee Reports 100
Report of the Compensation Committee of the Board of Directors 100
Report of the Audit Committee of the Board of Directors 100
Proposals to be Voted on 102
Proposal 1 - Election of Directors 103
Proposal 2 - Approval of an Amendment and Restatement of the Company's 2013 Equity Incentive 104
Plan
Proposal 3 - Approval of an Amendment and Restatement of the Company's 2004 Employee Stock 120
Purchase Plan
Proposal 4 - Ratification of Appointment of Independent Auditor 127
Proposal 5 - Advisory Vote to Approve Named Executive Officer Compensation 129
Proposal 6 - Stockholder Proposal Requesting the Adoption of Cumulative Voting 130
Procedural Matters 133
General 133
Stockholders Entitled to Vote; Record Date 133
Quorum; Abstentions; Broker Non-Votes 133
Voting; Revocability of Proxies 134
Expenses of Solicitation 135
Procedure for Introducing Business or Director Nominations at Our 2026 Annual Meeting of Stockholders 135
Delivery of Proxy Materials 136
Transaction of Other Business 137
Appendix A: GAAP to Non-GAAP Financial Reconciliation A-1
Appendix B: Amended and Restated 2013 Equity Incentive Plan B-1
Appendix C: Amended and Restated 2004 Employee Stock Purchase Plan C-1
Visit https://www.proxyvote.com and follow the instructions on your proxy card or Internet Notice.
Return your completed and signed proxy card in the enclosed postage-prepaid envelope.
Call 1-800-690-6903 and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials).
Stockholders will be asked to vote on the following matters at the Annual Meeting:
Board Page
Recommendation Reference
Management Proposals
To elect Marc Benioff, Laura Alber, Amy Chang, Craig Conway, Arnold Donald, Parker Harris, David B. Kirk, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, and Robin Washington to serve as directors.
To amend and restate our 2004 Employee Stock Purchase Plan to increase the number of shares reserved for employee purchase by 20 million shares.
FOR
120
To amend and restate our 2013 Equity Incentive Plan to increase the number of shares reserved for issuance by 34 million shares and extend the plan term.
FOR 103
FOR 104
Board Page
Recommendation Reference
Stockholder Proposal
129
FOR
To approve, on an advisory basis, the fiscal 2026 compensation of our named executive officers.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027.
FOR 127
To consider a stockholder proposal requesting the adoption of cumulative voting for director elections, if properly presented at the meeting.
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
Directors
Age
Director Since
Independent
Marc Benioff
Chair, Chief Executive Officer & Co-Founder, Salesforce
61
1999
Laura Alber
President & Chief Executive Officer, Williams-Sonoma
57 2021
Amy Chang
Former CEO and Founder, Accompany; Technology Advisor
49
2025
Craig Conway
Former President & Chief Executive Officer, PeopleSoft
71
2005
Arnold Donald (Lead Independent Director)
Former President & Chief Executive Officer, Carnival Corporation
71
2023
Parker Harris
Co-Founder, Salesforce & Chief Technology Officer, Slack
59
2018
David B. Kirk
Former Chief Scientist, VP of Architecture & Fellow, NVIDIA
65
2025
Neelie Kroes
Former Vice President of the European Commission
84
2016
Sachin Mehra (Financial Expert)
Chief Financial Officer, Mastercard
55
2023
Mason Morfit
Co-Chief Executive Officer & Chief Investment Officer, ValueAct Capital
50
2023
Oscar Munoz
Former Chairman & Chief Executive Officer, United Airlines
67
2022
John V. Roos
Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital
71
2013
Robin Washington
President & Chief Operating and Financial Officer, Salesforce
63
2013
Independence
Tenure*
31%
15%
54%
Ethnicity
Gender
Composition
0 2 4 6 8 10 12 14
77%
* Director tenure is measured by completed years of service from the initial month of service through the filing of the Company's annual Proxy Statement.
Summary
Governance Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
At Salesforce, we believe in doing good and doing well. Together with our employees, partners, and customers, we've been able to realize impressive business growth and success while staying true to the core values we've had since day one.
Revenue
$41.5B
( 10% )
Subscription and
Support Revenue
$39.4B
( 10% )
Total Remaining Performance
Obligation
$72.4B
( 14% )
Operating Margin
20.1%
( 110 bps )
Diluted Earnings Per Share
$7.80
( 23% )
Operating Cash Flow
$15.0B
( 15% )
Non-GAAP
Operating Margin2
34.1%
( 110 bps )
Non-GAAP
Diluted Earnings Per Share2
$12.52
( 23% )
Free Cash Flow2
$14.4B
( 16% )
Total Cash Returned to Stockholders
~$14.3B
( ~S12.7 billion in share repurchases and ~S1.6 billion in dividend payments )
Announced S50 billion share repurchase program, replacing all prior unused authorizations, and initiated the largest ever accelerated share repurchase at S25 billion
Fiscal 2026 was a highly successful year of transformation for Salesforce, with Agentforce and Data 360 highlights including:
Agentforce and Data 360 annual recurring revenue ("ARR") reached S2.9 billion, an increase of more than 200% year-over-year ("Y/Y"), including S1.1 billion Informatica Cloud ARR and S800 million Agentforce ARR, up 169% Y/Y.
In the 15 months since Agentforce launched, we have closed over 29,000 Agentforce deals.
In Q4 of fiscal 2026, we introduced Agentic Work Units ("AWUs") to measure tasks accomplished by an artificial intelligence ("AI") agent, with 2.4 billion AWUs delivered to date across Agentforce and Slack.
Data 360 ingested 112 trillion records, up 114% Y/Y, including 53 trillion via Zero Copy, up 310% Y/Y, and processed 18 terabytes of unstructured data.
Over 70% of the Fortune 100 are both Agentforce and Data 360 customers, and all of our top 10 wins in Q4 of fiscal 2026 included Agentforce 360, Data 360, Agentforce Sales, Agentforce Service, Agentforce 360 Platform, and Agentforce Analytics.
In November 2025, we completed the acquisition of Informatica, bringing Informatica's rich data catalog, integration, governance, quality and privacy, metadata management, and Master Data Management services to the Salesforce platform.
1 Percentages and basis point amounts represent year-over-year change.
2 Non-GAAP operating margin, non-GAAP diluted earnings per share, and free cash flow are non-GAAP financial metrics. See Appendix A for a reconciliation of GAAP to non-GAAP financial metrics and other information.
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
Winter/Spring
Spring/Summer
Prepare and publish Annual Report
Consider stockholder proposals
Engage on proxy disclosure best practices
Prepare and publish Proxy Statement
Investor meetings and conferences
Fall/Winter
Annual Dreamforce event
Conduct off-season investor outreach
Investor meetings and conferences
Engage on voting matters
Review proxy advisory firms' analysis of voting matters & proxy disclosures
Annual Meeting in May
Receive and publish voting results
Investor meetings and conferences
Summer/Fall
Consider voting results and investor feedback
Prepare for Dreamforce
Investor meetings and conferences
Salesforce has a history of actively engaging with and listening to our stockholders. In addition to our Annual Meeting each year, we regularly provide stockholders with opportunities to deliver feedback through an extensive, year-round stockholder engagement program. Our Investor Relations team regularly meets with investors, prospective investors, and investment analysts. Our Chief Executive Officer and other senior executives, as well as our Lead Independent Director and other Board members participate in meetings, as appropriate. Our head of Investor Relations regularly communicates topics discussed and stockholder feedback to senior management and the Board for consideration in their decision-making.
Engaged with holders of
>60%
of our outstanding stock
Engaged in discussions with
18
of our Top 20 stockholders
Directors led discussions with
14
of our Top 20 stockholders
In fiscal 2026, we engaged in dialogue with holders of more 60% of our outstanding stock through this program. This included 18 of our top 20 investors (not including Mr. Benioff, our Chair and Chief Executive Officer), representing approximately 38% of our outstanding stock. Directors led discussions with 14 of our top 20 investors, representing approximately 34% of our outstanding stock. We discussed and solicited feedback from investors on various topics, including: investor priorities; corporate governance, including Board and committee composition and structure; company disclosures; company performance and business transformation; CEO and leadership succession planning; executive and director compensation; human capital management; sustainability initiatives; policies, practices, and governance for new products and technology, notably agentic AI; and stockholder proposals.
Read more about our stockholder engagement with respect to our executive compensation program on page 43.
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
In addition to a well-balanced and independent Board, we are committed to a corporate governance structure that promotes long-term stockholder value creation through a sound leadership structure and that provides our stockholders with both the opportunity to provide direct feedback and key substantive rights to promote accountability.
Corporate Governance Best Practices
Board Nominees Composed of 77% Independent
No Supermajority Voting Provisions in Certificate
Directors
of Incorporation or Bylaws
Commitment to Board Refreshment, with Two
Fully Independent Audit, Compensation and
New Directors Effective July 2025 and Five New
Governance Committees
Directors Appointed in the Past Three Fiscal Years
Continued Evaluation and Refreshment of Board
Robust Strategy, Risk, Operating, and ESG
Committee Composition
Oversight by Full Board and Committees
Annual Election of All Directors (No Classified
Active Engagement with Stockholders of a
Board)
Majority of Our Shares Outstanding in Fiscal 2026
Majority Voting for Directors in Uncontested
Stock Ownership Policy for Directors and
Elections
Executive Officers
Proxy Access Right on Market Terms
Well-balanced Board with Variety of Experience,
Skills, Backgrounds and Tenure
Rigorous Director Selection and Evaluation
Regular Executive Sessions of Non-Management
Process
Directors
Stockholder Ability to Request Special Meetings at
Limit on Outside Directorships, as well as
15% Threshold
Governance Committee Review of For-Profit
Directorship Offers to Directors and Officers
Read more about our corporate governance practices on page 9 and our Board nominees on page 22.
The Board of Directors of Salesforce, Inc. (the "Board") is soliciting your vote at Salesforce's 2026 Annual Meeting of Stockholders (the "Annual Meeting"). Unless otherwise indicated, references in this Proxy Statement to "Salesforce," "we," "us," "our," and the "Company" refer to Salesforce, Inc.
The Annual Meeting will take place on Thursday, May 28, 2026 at 11:30 a.m. Pacific Time. The Annual Meeting will occur as a virtual meeting conducted exclusively via a live audio webcast at https://www.virtualshareholdermeeting.com/CRM2026.
We are utilizing a virtual meeting format for our Annual Meeting to provide a consistent experience to all stockholders regardless of geographic location. A virtual meeting also enhances stockholder access and engagement and reduces the environmental impact of our Annual Meeting. In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the meeting, and we have designed the meeting to provide stockholders with the same rights and opportunities to participate as they would have at an in-person meeting.
Pursuant to the rules of the Securities and Exchange Commission (the "SEC"), we have provided access to our proxy materials primarily over the internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the "Internet Notice") has been mailed (or, if requested, emailed) to stockholders owning our stock as of the record date, April 6, 2026. Our proxy materials were mailed to those stockholders who have asked to receive paper copies. Instructions on how to access the proxy materials over the internet, receive our proxy materials via email or request a printed copy by mail may be found in the Internet Notice.
By accessing the proxy materials on the internet or choosing to receive your future proxy materials by email, you will reduce the cost of printing and mailing documents to you and will reduce the impact of the Annual Meeting on the environment. If you choose to receive future proxy materials by email, and you are a Salesforce stockholder as of the record date for next year's annual meeting, you will receive an email next year with instructions containing a link to those materials. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy or voting instruction form. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating such election.
All of our stockholders have one vote for every share of Salesforce common stock owned as of our record date of April 6, 2026.
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
Stockholders will be asked to vote on the following matters at the Annual Meeting:
FOR
Election of Directors: Marc Benioff, Laura Alber, Amy Chang, Craig Conway, Arnold Donald, Parker Harris, David B. Kirk, Neelie Kroes, Sachin Mehra, Mason Morfit, Oscar Munoz, John V. Roos, and Robin Washington
Board
Recommendation
Management Proposals
Amendment and Restatement of the Company's 2013 Equity Incentive Plan
FOR
Amendment and Restatement of the Company's 2004 Employee Stock Purchase Plan FOR
Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm FOR
Board
Recommendation
Stockholder Proposal
FOR
Advisory Vote to Approve Named Executive Officer Compensation
Stockholder proposal requesting the adoption of cumulative voting for director elections, if properly presented at the meeting
We will also transact any other business that may properly come before the Annual Meeting, although we are not aware of any such business as of the date of this Proxy Statement.
If you are a stockholder of record, you may cast your vote in advance of the meeting in any of the following ways:
Visit https://www.proxyvote.com and follow the instructions on your proxy card or Internet Notice.
Return your completed and signed proxy card in the enclosed postage-prepaid envelope.
Call 1-800-690-6903 and follow the instructions provided in the recorded message (if you received paper copies of the proxy materials).
If you are a stockholder who holds shares through a brokerage firm, bank, trust, or other similar organization (that is, in "street name"), please refer to the instructions from the broker or organization holding your shares.
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
You are entitled to participate in the Annual Meeting if you were a stockholder as of the close of business on April 6, 2026, the record date, or hold a valid proxy for the meeting. To participate in the virtual meeting, including to vote and ask questions, you must access the meeting website at www.virtualshareholdermeeting.com/CRM2026, enter the 16-digit control number found on your Internet Notice, proxy card or voting instruction form, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Internet Notice indicates that you may vote those shares through www.proxyvote.com, then you may access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Internet Notice. Otherwise, stockholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a "legal proxy" in order to be able to attend, participate in, or vote at the Annual Meeting. The meeting webcast will begin promptly at 11:30 a.m. Pacific Time. Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, information for live technical support can be found at the meeting website at www.virtualshareholdermeeting.com/CRM2026.
We will endeavor to answer as many stockholder-submitted questions that comply with the meeting rules of conduct as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. We will also post a recording of the meeting on our investor relations website, which will be available for replay for 60 days following the meeting.
Regardless of whether you plan to participate in the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Accordingly, we encourage you to vote in advance of the Annual Meeting by one of the methods indicated above.
Additional information regarding the rules and procedures for participating in the Annual Meeting will be set forth in our meeting rules of conduct, which stockholders can view during the meeting on the meeting website.
The Company and the Board regularly review and evaluate the Company's corporate governance practices. The Board has adopted corporate governance principles that address the composition of, and policies applicable to, the Board, as well as a Code of Conduct applicable to all directors, officers, and employees of the Company, including our Chief Executive Officer and Chief Operating and Financial Officer.
The Company's corporate governance principles, set forth as Corporate Governance Guidelines and its Code of Conduct, are available on the Company's website at investor.salesforce.com/governance or in print by contacting Investor Relations at 415 Mission Street, 3rd Floor, San Francisco, California 94105 (our "principal executive offices"). Any substantive amendments to or waivers of the Code of Conduct relating to the executive officers or directors of the Company will be disclosed promptly on our website, as required under applicable NYSE and SEC rules. The Company's philosophy related to executive compensation is described in the "Compensation Discussion and Analysis" section of this Proxy Statement.
The Board has also adopted a written charter for the Audit and Finance Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee charter is available on the Company's website at investor.salesforce.com/governance or in print by contacting Investor Relations at our principal executive offices.
While we take all of our stakeholders into account, with respect to our stockholders in particular, we evaluate and seek to align our governance practices and principles to the Corporate Governance Principles for U.S. Listed Companies published by the Investor Stewardship Group ("ISG"), a collective of some of the largest U.S.-based institutional investors and global asset managers, and we believe that our governance policies and practices are consistent with the ISG principles. The following table shows how our key governance practices align with the ISG principles:
Boards are accountable to stockholders.
Annual election of each director for a one-year term (no classified board)
Salesforce Governance Policy or Practice
ISG Principle
Majority voting in uncontested director elections
Proxy access on market terms
No poison pill
Extensive disclosure of our corporate governance practices
Stockholders should be entitled to voting rights in proportion to their economic interest.
Each stockholder entitled to one vote per share (no dual class structure)
Boards should be responsive to stockholders and be proactive in order to understand their perspectives.
Extensive year-round stockholder engagement program with director participation as appropriate and feedback reported directly to the Board, as demonstrated by our significant response to the 2024 say-on-pay advisory vote
Board responsive to stockholder feedback, including on our Board structure and composition, executive compensation, and governance matters pertaining to stockholder rights
100% of directors then serving participated in our 2025 Annual Meeting and were available to respond to stockholder questions
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
ISG Principle Salesforce Governance Policy or Practice
Boards should have a strong, independent leadership structure.
Strong, credible Lead Independent Director with expansive duties selected by the independent directors
Non-management directors meet regularly in executive session
Fully independent audit, compensation, and governance committees (with independent chairs)
Boards should adopt structures and practices that enhance their effectiveness.
77% of our director nominees are independent, with a variety of experiences, skills, backgrounds, perspectives, and tenures
No overboarded directors under the Company's policy described on page 16
Annual Board and committee self-evaluation program
Consistent track record of open dialogue between Board and various levels of management
Boards should develop management incentive structures that are aligned with the longterm strategy of the company.
Compensation Committee annually reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies
Annual and long-term incentive programs are designed to reward financial and operational performance that furthers short- and long-term strategic objectives
The Board believes that it should consist of a substantial majority of independent directors. The Board has adopted and applied the standards established by the NYSE to determine the independence of each of its directors. The Board has determined that, except for Marc Benioff, Parker Harris, and Robin Washington, each of our director nominees has no material relationship with Salesforce and is independent within the meaning of the standards established by the NYSE, as currently in effect. Maynard Webb, who is not standing for reelection at the Annual Meeting, is also deemed to be independent within the meaning of such standards. In making its determination regarding the independence of our directors, the Board considered all relevant facts and circumstances, including transactions in which we and any director had an interest, relationships between us and our directors or their family members, transactions involving payments made between us and other companies in the ordinary course of business where any of our directors or their family members is a director or an employee of the other company, and each director's commercial, investment, banking, consulting, advisory, legal, accounting, charitable, and familial relationships, as applicable.
The Company's CEO, Marc Benioff, also serves as Chair of the Board. The Board believes that this leadership structure, coupled with a strong emphasis on Board independence, provides effective independent oversight of management while allowing both the Board and management to benefit from Mr. Benioff's leadership and years of experience in the Company's business and the technology industry. As Co-Founder and CEO, Mr. Benioff has been the director most capable of effectively identifying strategic priorities, coordinating the board agenda to focus on discussions critical to the success of the Company and executing the Company's strategy and business plans. This is particularly important given the Company's position as a trusted, global leader in this new agentic AI era and as the Company works to deliver the technologies and capabilities needed to transform our and our customers' businesses into agentic enterprises.
Mr. Benioff possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business. We believe the extensive Company-specific experience and industry expertise of Mr. Benioff, together with the outside experience, oversight, and expertise of our independent directors, allows for differing perspectives and roles regarding strategy development that benefit our stockholders. Further, the Board believes that Mr. Benioff's combined role enables decisive leadership, allows for clear accountability and enhances the Company's ability to communicate its message and strategy clearly and consistently to our stockholders, employees, and customers. Given
Summary
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our strong, long-term business, operational, and financial performance, as well as our ongoing progress in the areas of financial discipline and profitable growth, the Board believes that stockholders are best served by continuing this leadership structure.
Importantly, the Board has a strong and empowered Lead Independent Director to provide an effective independent voice in our Board leadership structure. Per our Corporate Governance Guidelines, the Lead Independent Director shall serve for a two-year term and shall be the Chair of the Nominating and Corporate Governance Committee, unless otherwise elected by the independent directors. In March 2025, the independent directors elected Arnold Donald to succeed Robin Washington as the Lead Independent Director. The independent directors' decision to select Mr. Donald took into consideration the tenures and capabilities of each independent director, along with the potential candidates' demonstrated leadership in the boardroom, as well as willingness and ability to serve as Lead Independent Director with the understanding that the position entails significant responsibility and time commitment. Throughout Mr. Donald's tenure on our Board, including as a member of our Audit and Governance Committees, he has worked closely with his fellow directors and is deeply trusted in the boardroom. The Board believes that, with his extensive board and corporate governance experience over three decades across multiple industries, as well as the significant responsibility and risk oversight that his service on the Board and its committees have entailed, Mr. Donald is well positioned to guide the Board in its oversight of the Company's strategy and risk management.
The expansive scope of authority and responsibilities of the Lead Independent Director is expressly stated in our Corporate Governance Guidelines. Among other things, the Lead Independent Director:
presides at meetings of the Board at which the Chair is not present, including at executive sessions and meetings of the independent directors;
reviews and approves, or provides input and consults on, materials sent to the Board (including materials related to the Board's risk oversight);
reviews and approves, or provides input and consults on, the agenda and schedule for Board meetings (including suggesting agenda items related to the Board's risk oversight);
serves as a liaison between the Chair and the independent directors and as a liaison among the Committee Chairs;
is available for consultation and communication with major stockholders and other stakeholders;
meets and coordinates meetings of other directors, as appropriate, with other constituencies;
oversees the Board evaluation process, which assists the Board in enhancing its design and operations;
advises on the formation of any new standing or ad hoc committees of the Board;
plays a key role in maintaining the Company's and the Board's focus on effective talent development and succession planning, including for the most senior members of management; and
has the authority to call executive sessions or meetings of the independent directors (including to consider matters related to risk oversight) and any additional authority as the independent directors may determine from time to time.
The Board continues to review the leadership of the Board on a regular basis to evaluate whether the current Board leadership structure remains appropriate for the Company.
The Board held six meetings in fiscal 2026. All directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by any of the committees of the Board on which such director served during the period the director was on the Board or committee, as applicable. On average, our directors had a meeting attendance rate of 98% in fiscal 2026. The non-management members of the Board also meet regularly in executive sessions without management present, and the independent directors separately meet in executive session at least once per year. At these sessions, the Lead Independent Director acts as Presiding Director.
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Directors are also expected to participate in our annual meeting of stockholders absent an unavoidable and irreconcilable conflict. Of the 12 directors then-serving on our Board, all 12 directors participated in the 2025 Annual Meeting of Stockholders. Stockholders and other interested parties may communicate with the Lead Independent Director, or with any and all other members of the Board, by mail addressed to the intended recipient in care of our Corporate Secretary at our principal executive offices or by email to [email protected]. The Corporate Secretary will periodically forward such communications or a summary thereof to the Board or the applicable director or directors, to the extent appropriate. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and hostile communications).
The Board reviews and determines the makeup of the Board's committees and committee chairs with a view toward balancing the benefits derived from continuity against the benefits derived from having new perspectives represented. The Board has determined that all members of the Audit and Finance Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee are independent under the applicable rules and regulations of the NYSE and the SEC. The Board has further determined that Sachin Mehra qualifies as an "audit committee financial expert" as defined by the SEC. Pursuant to the Company's Bylaws, the Board in its discretion may designate other standing or ad hoc committees to serve at the pleasure of the Board from time to time. Other standing committees in place during fiscal 2026 were the Cybersecurity and Privacy Committee and the Business Transformation Committee.
Director
Independent
Audit
Compensation
Governance
Cybersecurity & Privacy
Business Transformation
Marc Benioff (Chair & CEO)
Laura Alber
Craig Conway
Parker Harris
Neelie Kroes
Mason Morfit
John V. Roos
Maynard Webb(1)
Robin Washington
Oscar Munoz
Sachin Mehra (FE)
David B. Kirk
Arnold Donald (L)
Amy Chang
Total Meetings in 8 7 4 8 4
Fiscal 2026
L = Lead Independent Director; FE = Financial Expert;
1. Mr. Webb is not standing for reelection as a director and his service on the Board will cease as of the 2026 Annual Meeting.
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The Audit and Finance Committee (the "Audit Committee") oversees our corporate accounting and financial reporting process, as well as management's assessment and mitigation of enterprise risks. Among other matters, the Audit Committee: evaluates the qualifications, independence, and performance of Salesforce's independent registered public accounting firm (the "independent auditor"); determines the engagement of the independent auditor; approves the retention of the independent auditor to perform any proposed permissible non-audit services; considers the rotation of partners of the independent auditor on the Salesforce engagement team; reviews our consolidated financial statements; reviews our critical accounting policies and estimates; oversees our internal audit function; reviews with management, the independent auditor and our internal auditors the adequacy of internal financial controls; oversees our financial and treasury policies, strategies and capital structure; reviews disclosure controls and procedures, including those related to the reporting of financial condition, results of operations, certain transactions, environmental and sustainability data, and AI-enabled processes; annually reviews its charter and its performance; reviews and approves the scope of the annual audit and the audit fee; and discusses with management and the independent auditor the results of the annual audit and the review of our quarterly financial statements.
All committee members are independent and meet financial literacy requirements under NYSE listing standards and SEC rules.
Audit & Finance Committee
Members: Sachin Mehra (Chair), Arnold Donald, Craig Conway, Oscar Munoz
Number of meetings in fiscal 2026: 8
Committee Report:
Page 100
The Compensation Committee reviews and approves the compensation and benefits of our executive officers, including: reviewing and approving corporate goals and objectives relevant to compensation of the CEO and other executive officers; evaluating the performance of these officers in light of those goals and objectives; and setting compensation of these officers taking into account such evaluations. Among other matters, the Compensation Committee also: oversees our equity and incentive-based plans and administers the issuance of stock options, restricted stock units, and other awards under these plans; oversees succession planning for executive officers other than the CEO; reviews strategies and policies related to human capital management, including the impact of AI initiatives on human capital planning; annually reviews its charter and its performance; and prepares executive compensation reports as required under SEC rules. The Compensation Committee may from time to time delegate duties or responsibilities to subcommittees, or to one or more members of such committee, when appropriate. The Compensation Committee has delegated limited authority to members of management to determine equity awards under our 2013 Equity Incentive Plan and cash awards under our cash incentive plans for non-executive officers. The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities, and it periodically engages an outside consultant to advise on compensation-related matters.
All committee members are independent under NYSE listing standards and SEC rules.
Compensation Committee
Members: Mason Morfit (Chair), Neelie Kroes, John
V. Roos, David B. Kirk, Maynard Webb(1)
Number of meetings in fiscal 2026: 7
Committee Report:
Page 100
1. Mr. Webb is not standing for reelection as a director and his service on the Board will cease as of the 2026 Annual Meeting.
Summary
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Directors
Compensation Committee
Proposals
Procedural
Appendices
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Matters
The Nominating and Corporate Governance Committee (the "Governance Committee") is responsible for director nomination matters and corporate governance matters generally. Among other matters, the Governance Committee: oversees the development and recommendation of corporate governance principles applicable to the Company; identifies individuals qualified to become members of the Board; recommends to the Board director nominees for each election of directors; develops and recommends to the Board criteria for selecting qualified director candidates; considers committee member qualifications, appointments, and removals; reviews for-profit directorships offered to directors and executive officers; reviews and makes recommendations to the Board regarding properly presented stockholder proposals; reviews and recommends to the Board the compensation of Board and committee members; and provides oversight in the evaluation of management, the Board and each committee. The Governance Committee also periodically reviews the Company's CEO succession planning, including policies and principles for CEO selection and succession in the event of an emergency or the retirement of the CEO, and oversees the Company's policies and practices concerning sustainability initiatives, corporate political contributions, and lobbying activities. The Governance Committee also oversees the Company's stockholder engagement program as it relates to director nominations, stockholder proposals, and corporate governance policies and practices, including those relating to AI governance.
All committee members are independent under NYSE listing standards.
Number of meetings
in fiscal 2026: 4
Members: John V. Roos (Chair), Laura Alber, Amy Chang, Arnold Donald
Nominating & Corporate Governance Committee
The Cybersecurity & Privacy Committee oversees the Company's cybersecurity program, meeting regularly with our Chief Trust and Infrastructure Officer as well as a dedicated cybersecurity advisor. The Committee also oversees the Company's privacy and ethical use of technology matters, meeting regularly with our Chief Ethical & Humane Use Officer, and holds primary responsibility for overseeing the Company's AI policies and programs, including related risks and regulations.
All committee members, other than Mr. Harris, are independent under NYSE listing standards.
Cybersecurity & Privacy Committee
Members: Neelie Kroes (Chair), Parker Harris, Amy Chang, David B. Kirk, Maynard Webb(1)
Number of meetings in fiscal 2026: 8
1. Mr. Webb is not standing for reelection as a director and his service on the Board will cease as of the 2026 Annual Meeting.
The Business Transformation Committee oversees the Company's transformation and implementation of its agentic enterprise operating model to drive operating margin improvements and profitable growth.
All committee members, other than Ms. Washington, are independent under NYSE listing standards.
Members: Oscar Munoz Number of meetings (Chair), Craig Conway, Mason in fiscal 2026: 4 Morfit, Robin Washington,
Maynard Webb(1)
Business Transformation Committee
1. Mr. Webb is not standing for reelection as a director and his service on the Board will cease as of the 2026 Annual Meeting.
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The Governance Committee uses a variety of methods for identifying and evaluating director nominees. Candidates may come to the attention of the Governance Committee through directors, management, stockholders, or third parties, including an independent search firm. In 2025, Amy Chang and David B. Kirk were appointed to the Board following a robust assessment and recruiting process overseen by the Chair of our Governance Committee working closely with a third-party search firm, including extensive candidate interviews as well as formal reviews and recommendations by the Governance Committee. Ms. Chang and Mr. Kirk were initially identified as potential candidates for the Board by a third-party search firm and our CEO, respectively.
The Governance Committee regularly assesses the appropriate size, composition, and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. The Governance Committee believes that it is important to maintain and consistently refresh a list of qualified potential candidates for nomination and engages a third-party search firm to assist in identifying such candidates. The evaluation of these candidates may be based solely upon information provided to the Governance Committee or may also include discussions with persons familiar with the candidate, one or more interviews of the candidate, or other actions the Governance Committee deems appropriate, including the use of third parties to review candidates.
The Governance Committee evaluates and recommends candidates for membership on the Board consistent with criteria established by the committee. Directors should possess the highest personal and professional ethics, integrity, and values, and be committed to representing the long-term interests of our stockholders. They must have an inquisitive and objective perspective and mature judgment. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. The Governance Committee also focuses on building and maintaining a Board that reflects different and complementary backgrounds, experiences, perspectives, and skills. Finally, director candidates also must have sufficient time available in the judgment of the Governance Committee to perform all Board and committee responsibilities. Members of the Board are expected to prepare for, attend, and participate in Board and applicable committee meetings. The Governance Committee assesses its effectiveness in this regard as part of the annual Board evaluation process described on page 19.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Governance Committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its stockholders. The Governance Committee will also seek appropriate input from the CEO from time to time in assessing the needs of the Board for relevant background, experience, perspectives, and skills of its members.
Stockholders may recommend director candidates for general consideration by the Governance Committee by submitting the individual's name, qualifications, and the other information set forth in our Bylaws applicable to director nominees by stockholders to the Corporate Secretary of the Company. The Governance Committee evaluates candidates recommended by stockholders against the same criteria and pursuant to the same policies, procedures, and processes applicable to the evaluation of candidates proposed by other sources.
As noted elsewhere in our proxy statement, stockholders may, pursuant to applicable law and the requirements of the Company's Bylaws, directly nominate candidates to stand for election to the Board by stockholders, and the Company respects such stockholder rights. With respect to such Bylaw provisions, the Company will not, without a stockholder vote, adopt new amendments (except as noted below) that would expressly (1) require nominating investment fund stockholders to disclose the confidential identities of their less than five percent "passive" third-party limited partners who are not otherwise involved in the nomination, campaign, or the Company solely on account of such member's economic interests in the nominating fund, or (2) require nominating stockholders to disclose unrelated information regarding their confidential future plans for nominating other candidates to other public company boards or prior nominations of other candidates and proposals previously privately submitted to other public companies in the past. If the Board, in its exercise of its fiduciary responsibilities, deems it to be in the best interests of the Company and its stockholders to adopt such a provision without the delay due to the time required to seek a stockholder vote, the Board will publicly disclose such Bylaw amendment in accordance with applicable law and either subsequently submit such Bylaw provision to stockholders for ratification or cause the Bylaw amendment to expire within one year.
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The Company's Bylaws provide procedures that allow a stockholder or a group of up to 20 stockholders that has continuously owned 3% or more of the Company's common stock for at least three years to nominate and include in the Company's proxy materials for an annual meeting of stockholders up to the greater of two directors or 20% of the total number of directors serving on the Board, provided the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws.
As set forth in the Company's Corporate Governance Guidelines, directors must be willing to devote sufficient time to carry out their duties and responsibilities effectively and are expected to ensure that other commitments do not conflict with or materially interfere with their service as directors. To help ensure our directors are able to devote sufficient time to carry out their duties and responsibilities effectively, each director is prohibited from serving on more than five outside boards of directors of for-profit public or private companies, except pursuant to a waiver granted by the Governance Committee. The Governance Committee assesses each director's compliance as part of its annual director nomination process. All current directors are in compliance with this service limit.
The Board as a whole has responsibility for oversight of risk. This approach allows the Board to draw upon the experience and judgment of all directors in overseeing and managing the risks we face. The Company's enterprise risk management program is designed to identify, assess, and prioritize the Company's risk exposures across various time frames, from the short-term to the long-term. Risks are evaluated based on their potential magnitude, likelihood, and immediacy. The committees of the Board play a key role in the Board's risk oversight responsibility. All committees receive regular reports from Company officers responsible for monitoring and mitigating particular risk exposures, and the committee chairs provide regular reports to the full Board on relevant areas of oversight, as summarized in the following table.
Committee
Areas of Focused Risk Oversight
Audit & Finance Committee
Reviews and discusses the Company's overall assessment and management of enterprise risks
Oversees risks associated with our financial statements and other financial-related risks, including foreign-exchange risk, counterparty risk, insurance exposure, corporate infrastructure risks, and risks related to the use of AI-enabled processes
Oversees compliance with legal and regulatory requirements, including reviewing the effectiveness of compliance programs with our Chief Legal Officer
Receives updates on enterprise risk management topics regularly
Compensation Committee
Oversees risks associated with our compensation policies and practices, with respect to executives and employees generally, including whether any risks arising from the Company's compensation programs are reasonably likely to have a material adverse effect on the Company
Evaluates the effectiveness of the Company's human capital management and succession planning for executive officers other than the CEO
Nominating & Governance Committee
Oversees risks related to governance matters, including corporate governance developments and succession planning, meeting regularly with our Chief Legal Officer
Evaluates the overall effectiveness of the Board and its committees
Oversees risks related to the Company's corporate responsibilities and environmental sustainability policies and practices
Cybersecurity & Privacy Committee
Oversees risks related to cybersecurity and information security, cyber incident preparedness and response, risks associated with data privacy, our deployment of AI and compliance with AI regulations, and emerging ethics topics relevant to technology companies
Business Transformation Committee
Oversees risks related to the execution of our operational transformation program and the achievement of key performance indicators for operating margin improvements and profitable growth
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The Company also conducts regular enterprise risk surveys, typically at least semi-annually, with a cross-functional group of executives. The survey process is designed to help the Company identify and prioritize material operational, strategic, and financial risks, including emerging risks. Survey results are reported to and discussed with members of senior management as well as the Audit Committee. In addition, members of management, including those involved in enterprise risk management, have access to and periodically meet with external advisors to help monitor trends, identify potential threats, and assess the Company's risk environment. Our enterprise risk management program also plays a role in our annual strategic planning process and our disclosure controls and procedures. For example, members of management involved in enterprise risk management regularly participate in meetings of our disclosure committee and regularly review risk factors and other disclosures in the Company's SEC filings.
With trust as our foremost value and the foundation of everything we do, we recognize the importance of maintaining the safety and security of our systems and data. As part of its independent oversight of the risks facing the Company, the Board, primarily through the Cybersecurity & Privacy Committee, oversees the various cybersecurity risks facing the Company and the Company's efforts to mitigate those risks. The Cybersecurity & Privacy Committee receives regular presentations, reports, and updates from our Chief Trust and Infrastructure Officer and other members of management on developments regarding the Company's cybersecurity program, broader cybersecurity trends, evolving industry standards, the threat environment, and other topics. The Cybersecurity & Privacy Committee also receives periodic reports from an experienced outside consultant with information security expertise providing insights on key focus areas to aid in the Committee's oversight of the Company's cybersecurity program.
After each quarterly meeting of the Cybersecurity & Privacy Committee, the Board receives a report from its Chair with an update on the Company's oversight of cybersecurity risks, and mitigation efforts. In addition to regular meetings and reports, the Company's policy is for the Board and Committee to receive prompt and timely information regarding any cybersecurity risk (including any incident) that meets pre-established reporting thresholds, as well as ongoing updates regarding any such risk.
Summary
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Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
AI at Salesforce has been built on a decade of innovation and unified data foundation. We recognize that new technology such as this requires thoughtful implementation, and our longstanding commitment to the ethical development and deployment of AI continues to be guided by our core value of Trust. The Board, including through its committees, oversees the Company's AI governance:
Committee
Board Oversight of AI
Cybersecurity & Privacy Committee
Primary responsibility for overseeing the Company's AI policies, programs, and risks as they relate to the deployment of AI, including compliance with AI regulations
Receives regular presentations, reports, and updates from management on the Company's development and deployment of AI, including quarterly updates from our Chief Ethical & Humane Use Officer and other members of management on key trusted AI priorities
Audit & Finance Committee
Regularly reviews the Company's enterprise risk assessment and management, including AI-related enterprise risks
Oversees risks related to AI-enabled processes used in connection with the Company's financial statements and corporate infrastructure
Compensation Committee
Oversees our strategies and policies related to human capital management, including how AI initiatives inform such practices
Considers our business strategy, including AI initiatives, when designing the Company's executive compensation program (as further described in the Compensation Discussion & Analysis section of this Proxy Statement)
Nominating & Governance Committee
Oversees our stockholder engagement program as it relates to corporate governance policies and practices, including those relating to the governance of AI
Reviews desired board skills and expertise as well as continuing education for directors, including with respect to AI fluency
Business Transformation Committee
Receives quarterly operational updates and discusses the Company's business strategies, including related AI initiatives
Our Board is deeply involved in the Company's AI business strategy. Our executive leadership also frequently engages and interacts with the Office of Ethical and Humane Use - a dedicated group established in 2019 to formalize our ethical AI policies and procedures. In 2024, we further expanded our AI oversight standards by implementing our Responsible Agentic AI Principles, which are leveraged across the Company to guide the design and development of Agentforce products. These principles are reinforced by our AI Acceptable Use Policy, as updated from time to time, which codifies enforceable boundaries to prevent the use of our technology in ways that could violate human rights or ethical standards. In 2025, we released our first-ever Trusted AI and Agents Impact Report, which covers the foundational principles, policies, and decision-making structures that guide our AI initiatives across the Company and for our customers in a trusted manner. This includes deep dives on our responsible AI principles, AI Acceptable Use Policy, and Ethical Use Advisory Council, among other structures we have in place to ensure the responsible and trusted creation and use of AI.
Read about our commitment to the ethical and inclusive design, development, and use of technology, including trusted AI, at salesforce.com/company/ethical-and-humane-use.
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Compensation
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Our core values, which include trust, sustainability, and equality, are embedded into our corporate strategy and operations. The Board, primarily through its committees, oversees the Company's corporate governance, sustainability, and human capital matters, as well as the related risks. The Governance Committee oversees our corporate governance generally, including director refreshment, CEO succession planning, stockholder engagement, and sustainability initiatives, regularly reviewing progress on key targets. The Audit Committee oversees our disclosure controls and procedures over environmental and sustainability reporting, engaging with management to review the data and disclosures as well as Ernst & Young LLP's limited assurance thereof. The Compensation Committee oversees our strategies and policies related to human capital management, frequently evaluating our workplace environment, culture, employee retention, and leadership development.
Read about our values and initiatives as they relate to our people, planet, and governance, including our Stakeholder Impact Report, at salesforce.com/company/impact.
The Board recognizes the importance of regularly evaluating its performance to ensure that the Board and its committees operate effectively and efficiently. The Governance Committee, with oversight from our Lead Independent Director, leads a formal self-evaluation process on an annual basis. The Board engages an independent third-party consultant, experienced in corporate governance matters, to facilitate a robust assessment process. This process was designed to assess the performance of the Board, as well as each committee, and to identify opportunities to improve processes and effectiveness.
In fiscal 2026, our Board continued its robust process for carrying out its annual evaluations facilitated by the independent third-party consultant. Directors were asked to provide feedback on a variety of matters, including board and committee composition, board alignment and strategy, meeting agendas, culture and conduct, risk oversight, board-management dynamics, board and committee leadership, and succession planning. Additionally, members of each committee were asked to provide feedback on their respective committee's size, composition, culture,
independence, meeting agendas, materials, and access to information. Each director also had the opportunity to provide confidential commentary on any other topics of interest.
Once all questionnaires were complete, the independent third party synthesized the feedback received, highlighting results and identifying recommendations, which was presented to and discussed by both the Governance Committee and the Board. The review and discussion of the results will continue to inform Board and Board-committee related matters going forward.
Pursuant to our fiscal 2026 compensation policy for non-employee directors, (i) on February 1, 2025, each non-employee director serving at such time (other than Mr. Morfit, who waived receipt of the fiscal 2026 grant) received a restricted stock unit ("RSU") award with a grant date fair value of approximately S375,000, and (ii) upon their appointment to the Board in July 2025, Ms. Chang and Mr. Kirk each received a prorated RSU grant based on their length of service during fiscal 2026. The RSU grants vest in four equal installments on February 22, May 22, August 22, and November 22, 2025 (or two equal installments on August 22 and November 22, 2025 for Ms. Chang and Mr. Kirk), subject to the applicable non-employee director's continued service through the applicable vesting date. All RSU awards were made under our 2013 Equity Incentive Plan. In addition, also pursuant to our fiscal 2026 compensation policy for non-employee directors, we pay annual cash fees to our Lead Independent Director and the chairs of each Board committee. The fiscal 2026 annual fees for these Board leadership roles were as follows: S150,000 for the Lead Independent Director, S50,000 for the chair of each of the Audit Committee, Governance Committee, and Compensation Committee, and S25,000 for the chairs of each other standing committee of the Board. These cash fees are paid on a quarterly basis. We also reimbursed our non-employee directors for travel, lodging, and other reasonable expenses incurred in connection with attending Company meetings and events.
Summary
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The following table sets forth information on the compensation earned during fiscal 2026 by our non-employee directors. The table excludes Messrs. Benioff and Harris, who receive compensation as Executive Officers and do not receive separate compensation for their service as directors. In accordance with SEC disclosure rules, the table also excludes Ms. Washington, whose fiscal 2026 non-employee director compensation is reported in the Summary Compensation Table of this Proxy Statement in connection with her former roles as Lead Independent Director and Chair of the Governance Committee. Upon her appointment as Chief Operating and Financial Officer, effective March 21, 2025, Ms. Washington no longer received non-employee director compensation and forfeited the unvested portion of her fiscal 2026 non-employee director RSU award. On March 21, 2025, Mr. Donald assumed the role of Lead Independent Director, and Mr. Roos assumed the role of Chair of the Governance Committee. Mr. Donald received a prorated portion of the Lead Independent Director fee for the first quarter of fiscal 2026 and the full Lead Independent Director fee for the second, third, and fourth quarters of fiscal 2026. Mr. Roos received the full fee associated with his role as Chair of the Governance Committee for the second, third, and fourth quarters of fiscal 2026.
Fees Earned or
Stock
Paid in Cash
Awards(1)
Total
Name
($)
($)
($)
Laura Alber
-
374,845
374,845
Amy Chang
-
212,628
212,628
Craig Conway
-
374,845
374,845
Arnold Donald(2)
129,971
374,845
504,816
David B. Kirk
-
212,628
212,628
Neelie Kroes
25,000
374,845
399,845
Sachin Mehra
50,000
374,845
424,845
Mason Morfit(3)
-
-
-
Oscar Munoz
25,000
374,845
399,845
John V. Roos(4)
50,000
374,845
424,845
Maynard Webb(5)
-
374,845
374,845
Stock awards consist of an RSU grant on (a) February 1, 2025 to each of our then-serving non-employee directors (other than Mr. Morfit, who waived receipt of the fiscal 2026 RSU grant) with a grant date fair value of S374,845, and (b) August 1, 2025 for Ms. Chang and Mr. Kirk with a grant date fair value of S212,628, calculated in accordance with FASB ASC Topic 718. The RSUs vested in four equal installments on February 22, May 22, August 22, and November 22, 2025, except that, for Ms. Chang and Mr. Kirk, the RSUs vested in two equal installments on August 22 and November 22, 2025. The amounts reported are the aggregate grant date fair value, which is calculated by multiplying the number of shares subject to the RSU grant by the closing price of our common stock on the date of grant, and do not reflect the value of RSUs at the time of vesting or settlement. No non-employee directors held unvested stock or option awards as of the end of fiscal 2026.
Cash fees paid to Mr. Donald relate to his service as Lead Independent Director from March 21, 2025 through January 31, 2026, following Ms. Washington's resignation as Lead Independent Director and transition to COFO.
Mr. Morfit waived receipt of the cash fees for his service as Chair of the Compensation Committee during fiscal 2026.
Cash fees paid to Mr. Roos relate to his service as Chair of the Compensation Committee for the first quarter of fiscal 2026 and as Chair of the Governance Committee for the second, third, and fourth quarters of fiscal 2026.
Mr. Webb is not standing for reelection as a director and his service on the Board will cease as of the 2026 Annual Meeting.
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
To further align executive and director interests with stockholder value and strengthen corporate governance, in March 2025, we amended our stock ownership guidelines for non-employee directors to provide that each such director is required to attain a minimum stock ownership position equal to a number of shares of common stock having an aggregate value of S550,000, based on the market price of our common stock on the first trading day of the fiscal year.
Stock Ownership Requirements
Previous Guidelines Increased Guidelines
Number of shares equal to: Lesser of S400,000 and 7,500 shares
S550,000
For purposes of these requirements, unvested equity awards are excluded. This ownership threshold must be achieved by the later of March 27, 2030 and the five-year anniversary of the non-employee director's initial election or appointment to the Board and sustained throughout their tenure as a non-employee director. If a non-employee director does not meet the specified stock ownership requirements within the designated timeframe, he or she will be required to hold 100% of any shares received upon vesting of equity awards (net of taxes, if applicable).
As of March 25, 2026, all non-employee directors were in compliance with our amended stock ownership guidelines.
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, global enterprise executives, 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 variety of backgrounds, professional experiences, 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. Maynard Webb, who has served as a director of the Company faithfully and with distinction since 2006, will not be standing for reelection at the Annual Meeting.
Directors & Occupation
Age
Director
Since Independent
A
C
G
C&P
BT
Marc Benioff
Chair, Chief Executive Officer & Co-Founder, Salesforce
61
1999
Laura Alber
President & Chief Executive Officer, Williams-Sonoma
57 2021
Amy Chang
Former CEO and Founder, Accompany; Technology Advisor
49
2025
Craig Conway
Former President & Chief Executive Officer, PeopleSoft
71
2005
Arnold Donald (L)
Former President & Chief Executive Officer, Carnival Corporation
71
2023
Parker Harris
Co-Founder, Salesforce & Chief Technology Officer, Slack
59
2018
David B. Kirk
Former Chief Scientist, VP of Architecture & Fellow, NVIDIA
65
2025
Neelie Kroes
Former Vice President of the European Commission
84
2016
Sachin Mehra (FE)
Chief Financial Officer, Mastercard
55
2023
Mason Morfit
Co-Chief Executive Officer & Chief Investment Officer, ValueAct Capital
50
2023
Oscar Munoz
Former Chairman & Chief Executive Officer, United Airlines
67
2022
John V. Roos
Former U.S. Ambassador to Japan; Co-Founder, Geodesic Capital
71
2013
Robin Washington
President & Chief Operating and Financial Officer, Salesforce
63
2013
A: Audit; C: Compensation; G: Governance; C&P: Cybersecurity & Privacy; BT: Business Transformation
L = Lead Independent Director; FE = Financial Expert;
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
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.
Benioff Alber Chang Conway Donald Harris Kirk Kroes Mehra Morfit Munoz Roos Washington
Key Skills
Profitable growth strategies and large-scale transformation
Costs discipline and operational efficiency
Capital allocation
Sales, distribution, and marketing
International operations or relations
Cybersecurity or data privacy
Finance and accounting
Risk management
Key Experience
Software or technology industry
AI, cloud or emerging technologies
Executive leadership at a public or large organization
Government/regulatory work
HCM and succession planning
Other public company board service
Tenure
No. of Years1
27 4 0 20 3 7 0 9 3 3 4 12 12
Director tenure is measured by completed years of service from the initial month of service through the filing of the Company's annual Proxy Statement.
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
Set forth below are the names and certain information about our director nominees, all of whom are currently members of our Board. Amy Chang and David Kirk were appointed by the Board effective July 9, 2025, and each of the other nominees was most recently elected by stockholders at the 2025 Annual Meeting of Stockholders. In connection with Mason Morfit's appointment, the Company entered into an agreement with ValueAct Capital, as described in Salesforce's Current Report on Form 8-K filed with the SEC on January 27, 2023. There are no family relationships among any of our directors or executive officers. Our directors serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified, subject to earlier resignation, or removal. See Proposal 1 in this Proxy Statement for more information about the election of our directors.
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
Marc Benioff
Age: 61
Director Since: 1999
Leadership in growing Salesforce into the largest enterprise applications company in the world, and leading the Agentic AI revolution with Agentforce, the first enterprise digital labor solution (recognized as one of the World's 50 Greatest Leaders by Fortune and 10 Best-Performing CEOs by Harvard Business Review)
Chair of the Board, Chief Executive Officer (since 2001) and Co-Founder of Salesforce (in 1999)
Member of the World Economic Forum (WEF) Board of Trustees, serving as the inaugural chair of WEF's Forum Center for the Fourth Industrial Revolution in San Francisco
Chair of the Board of Salesforce Foundation
Member of the University of Southern California's Board of Trustees
N/A
N/A
B.S. in Business Administration from the University of Southern California
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
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
Laura Alber
Age: 57
Director Since: 2021
Committees: Nominating & Corporate Governance
Corporate governance experience at global, public companies through service on the boards of Williams-Sonoma, Fitbit, and RealID
President (since 2006), Chief Executive Officer (since 2010) at Williams-Sonoma, Inc., a consumer retail company
Member of the University of Pennsylvania's Board of Trustees
Director, Williams-Sonoma, Inc. (since 2010)
Director, Fitbit, Inc. (2016 - 2021)
B.A. in Psychology from the University of Pennsylvania
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
Deep expertise in data analysis, intelligence software, and related regulatory challenges
Extensive background across innovation, technology and product strategy, with leadership experience at high-growth technology companies, such as Cisco, Google and eBay
Significant board and corporate governance experience with public companies, including roles on the boards of The Walt Disney Company and Procter & Gamble, where Ms. Chang serves as Chair of the Innovation and Technology Committee
Amy Chang
Age: 49
Director Since: 2025
Committees: Nominating & Corporate Governance; Cybersecurity & Privacy
Executive Vice President & General Manager (2018 - 2020), Executive Advisor (2020 - 2021) at Cisco Systems, Inc., a multinational communications technology
company
Executive Council Member, UCSF Hospital Executive Committee (since 2020)
Chair, Stanford School of Engineering Advisory Council (since 2018)
Chief Executive Officer and Co-founder, Accompany, Inc., an AI/machine learning relationship intelligence startup (2013 - 2018)
Director, The Procter & Gamble Company (since 2017)
Director, The Walt Disney Company (since 2021)
Director, Cisco Systems, Inc. (2016 - 2018)
Director, Marqeta, Inc. (2021 - 2022)
B.S. and M.S. in Electrical Engineering from Stanford University
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
Extensive background leading technology and software companies, including as president and chief executive officer of three high-growth technology companies
Significant public company board and corporate governance experience, including on the boards of technology and software companies such as Nutanix, Paylocity, Guidewire Software, and Advanced Micro Devices
In-depth knowledge of the technology sector and Salesforce, having served on our Board through periods of immense growth and transformation
Craig Conway
Age: 71
Director Since: 2005
Committees: Audit & Finance; Business Transformation
Former President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company (1999 - 2004)
Former President and Chief Executive Officer of One Touch Systems (1996 - 1999)
Former President and Chief Executive Officer of TGV Software (1993 - 1996)
Various former executive management positions at leading technology companies, including as Executive Vice President at Oracle Corporation
Director, Paylocity Holding Corporation (since 2024)
Director, Nutanix, Inc. (since 2017)
Director, Guidewire Software (2010 - 2019), including as Executive Chairman (2010 - 2014) and Chairman (2014 - 2017)
B.S. in Computer Science and Mathematics from the State University of New York at Brockport
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
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
Arnold Donald
Age: 71
Director Since: 2023
Committees: Audit & Finance; Nominating & Corporate Governance
Global, governmental, and regulatory experience including through involvement with The President's Export Council, the principal national advisory committee on international trade
Former President and CEO (2013 - 2022) of Carnival Corporation & plc, the world's largest cruise company
Chair of the World Travel and Tourism Council (2021 - 2024)
Executive Advisor to Wind Point Partners (since 2005)
Operating Partner of Atlas Holdings LLC (since 2002)
Member of the President's Export Council (1998 - 2005)
Various senior leadership roles at Monsanto Co., including Co-President of the Agricultural Sector and Senior VP and Division President of the Nutrition and Consumer Sector (1977 - 2000)
Member of Washington University in St. Louis' Board of Trustees and Tulane University's Board of Tulane
Director, GE Vernova, a spin-off of General Electric Company (since 2023)
Director, MP Materials Corp (since 2023)
Director, Bank of America Corp (since 2013)
Director, Carnival Corporation & plc (2001 - 2022), including as Vice Chair (2022)
Director, Crown Holdings, Inc. (1999 - 2019)
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
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
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
Parker Harris
Age: 59
Director Since: 2018
Committees: Cybersecurity & Privacy
Co-Founder of Salesforce (in 1999) and Chief Technology Officer of Slack
Technologies (since 2024)
Various former senior technical positions at Salesforce since inception, including Chief Technology Officer (2016 - 2024) and Executive Vice President, Technology (2004 - 2013)
Former Co-Founder and Vice President of Left Coast Software, a Java consulting firm (1996 - 1999)
Member of Middlebury College's Board of Directors
N/A
N/A
B.A. in English Literature from Middlebury College
Summary
Governance
Directors
Compensation
Committee
Proposals
Procedural
Appendices
Reports
Matters
Deep technological expertise in computer science education, parallel programming, robotics and artificial intelligence, supporting the Board in guiding Salesforce's strategy and governance in its agentic AI era
Extensive background in parallel computing, graphics hardware, and graphics algorithms, holding nearly 100 patents in these areas
Chief Scientist, Vice President of Architecture and Fellow at NVIDIA (1997 - 2018)
Member of the Parker School's Board of Trustees (since 2016)
David B. Kirk
Age: 65
Director Since: 2025
Committees: Compensation; Cybersecurity & Privacy
Venture Partner at DigitalDx Ventures (since 2017)
Technical Advisor at Authentic Ventures (since 2018)
Senior Advisor at GFT Ventures (since 2018)
Advisor at Collective Global (since 2025)
N/A
N/A
B.S. and M.S. in Mechanical Engineering from the Massachusetts Institute of Technology
M.S. in Computer Science from Caltech
Ph.D. in Computer Science from Caltech, with a minor in Computation and Neural Systems
Disclaimer
Salesforce Inc. published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 17, 2026 at 14:39 UTC.