Arnold Donald

About Arnold Donald

Arnold W. Donald, age 70, is Salesforce’s Lead Independent Director and has served on the Board since 2023. He is the former President & CEO of Carnival Corporation & plc, with a nearly four-decade leadership career spanning strategy, operations, global distribution, and regulatory engagement. He holds a B.A. in Economics (Carleton College), B.S. in Mechanical Engineering (Washington University in St. Louis), and an M.B.A. (University of Chicago Booth). He became Lead Independent Director in March 2025 and currently sits on the Audit & Finance and Nominating & Corporate Governance Committees .

Past Roles

Organization	Role	Tenure	Committees/Impact
Carnival Corporation & plc	President & CEO; Vice Chair	2013–2022 (CEO); 2022 (Vice Chair)	Led global transformation and operating discipline across travel and tourism; governance and succession at founder-led companies
Monsanto Co.	Co-President, Agricultural Sector; SVP & Division President, Nutrition & Consumer Sector	1977–2000	Strategic planning, operations, distribution, risk management experience
The President’s Export Council	Member	1998–2005	National advisory on international trade; global and regulatory expertise
Wind Point Partners	Executive Advisor	Since 2005	Advisory to portfolio companies on growth and operational excellence
Atlas Holdings LLC	Operating Partner	Since 2002	Oversight of operations and strategic initiatives

External Roles

Organization	Role	Tenure	Notes
GE Vernova	Director	Since 2023	Public company board; energy transition exposure
MP Materials Corp	Director	Since 2023	Public company board; strategic materials
Bank of America Corp	Director	Since 2013	Public company board; large financial institution
World Travel and Tourism Council	Chair	2021–2024	Industry leadership

Board Governance

Independence: The Board determined Arnold Donald is independent under NYSE standards; Salesforce’s nominees are 75% independent. Independence determinations considered director relationships and transactions (including ordinary-course dealings with companies where directors serve), and Donald was deemed independent .
Lead Independent Director scope: As LID since March 2025, Donald’s expanded duties include presiding over executive sessions, reviewing board materials and agendas, liaising among committees, engaging with major stockholders, overseeing board evaluations, advising on committee formation, focusing on succession/talent, and authority to call independent director sessions .
Attendance: The Board held 10 meetings in fiscal 2025; all directors attended at least 75% of Board and committee meetings, with a 97% average attendance. Non-management directors meet regularly in executive session; the LID acts as Presiding Director .

Committee	Arnold Donald Role	Meetings in FY2025	Charter Highlights
Audit & Finance	Member	8	Oversees accounting/reporting, internal controls, treasury/capital structure, independent auditor, disclosure controls including sustainability data; members independent and financially literate
Nominating & Corporate Governance	Member	5	Oversees governance principles, director nominations, board/committee evaluation, director/committee compensation recommendations, CEO succession, sustainability and political/lobbying oversight
Compensation	None	18	Independent committee; chair is Mason Morfit (since Jan 2025). Engaged new independent comp consultant; led pay program changes after 2024 say-on-pay

Fixed Compensation

Fiscal 2025 non-employee director compensation: RSU grant with grant-date fair value ≈ $375,000, vesting quarterly; cash fees paid to committee chairs and LID (for FY2025, Robinson Washington as LID). Donald received RSUs and no cash fees in FY2025 .

Director	Cash Fees ($)	Stock Awards ($)	Total ($)
Arnold Donald	—	374,900	374,900

Cash fee schedule: LID $150,000; Chairs of Audit, Governance, Compensation $50,000; Chairs of other standing committees $25,000 (paid quarterly) .

Role	Annual Cash Fee ($)
Lead Independent Director	150,000
Audit Committee Chair	50,000
Nominating & Corporate Governance Chair	50,000
Compensation Committee Chair	50,000
Other standing committee Chairs	25,000

Performance Compensation

Directors do not receive performance-based equity; director equity is time-vested RSUs .
Executive incentive design (context for governance oversight): Fiscal 2025 PRSUs used equally weighted non-GAAP operating margin and relative TSR metrics; FY2025 annual bonus metrics aligned to financial measures with 100% funding cap and 125% maximum payout based on individual performance; cap on CEO aircraft/security perquisites; enhanced ownership guidelines .

Incentive Element	Metric/Design	Target/Features
PRSUs (Executives)	Non-GAAP Operating Margin (50% weight)	Aligned to profitable growth; goals set above FY2024 targets/actuals
PRSUs (Executives)	Relative TSR vs Nasdaq-100 (50% weight)	Target payout at 60th percentile; no payout above target if absolute TSR is negative
Annual Bonus (Executives)	Company financial measures; strategic multiplier	100% funding cap; up to 125% maximum with individual performance; goals pre-established
Program Changes (FY2026)	PRSU adds non-GAAP op margin + subscription/support growth; performance options tied to Agentforce/Data Cloud	Enhanced performance orientation; equity award restructured to 67% PRSUs / 33% performance options; reduced CEO target equity by ~17%

Other Directorships & Interlocks

Company	Role	Notes / Potential Interlocks
Bank of America Corp	Director	Large financial institution; Board independence review considers ordinary-course transactions with companies where directors serve
GE Vernova	Director	Energy spin-off; no disclosed related-party transactions at Salesforce
MP Materials Corp	Director	Strategic materials; no disclosed related-party transactions at Salesforce

The Board considered all relevant relationships and transactions (including those involving companies where directors or their family members are directors or employees) and determined independence under NYSE standards .

Expertise & Qualifications

Transformation and operating discipline across industries; strategic planning and distribution leadership .
Global, governmental, and regulatory experience (President’s Export Council); risk management from executive and board roles .
Succession planning experience at founder-led companies; extensive corporate governance track record .

Equity Ownership

Director ownership guidelines: Minimum position equal to $550,000 in common stock value (unvested awards excluded); compliance required by later of March 27, 2030 or 5 years from initial appointment; all non-employee directors were in compliance as of April 15, 2025 .
Prohibitions: Directors and executives are prohibited from hedging or pledging Salesforce securities .

Holder	Shares Beneficially Owned (#)	% of Class	Notes
Arnold Donald	4,144	* (<1%)	Includes 3,709 shares held in trust

Governance Assessment

Strengths: Independent LID with expanded authority and direct investor engagement (Donald authored the LID letter); rigorous committee oversight (Audit, Governance), high overall board attendance (97%) and executive sessions led by LID; strong guardrails (no hedging/pledging), enhanced stock ownership guidelines for directors and executives .
Compensation oversight signals: After a low 2024 say-on-pay (45.6% approval), the Board/Comp Committee conducted extensive investor outreach, refreshed committee leadership (Morfit as Chair), engaged a new independent consultant, capped CEO perquisites, revised peer group, and enhanced performance orientation—all positive governance responsiveness indicators .
Potential conflicts: Donald serves on large public boards (Bank of America, GE Vernova, MP Materials). The Board explicitly evaluates director independence considering ordinary-course transactions with such entities; Donald remains independent under NYSE standards, mitigating conflict concerns .
Attendance/engagement: All directors met minimum attendance thresholds in FY2025; directors regularly attend annual meetings (12 of 13 in 2024), and the LID presides over executive sessions, supporting effective independent oversight .

RED FLAGS: 2024 say-on-pay approval was low (45.6%), but subsequent Board-led changes, increased disclosure, and committee refresh reduced risk of pay-related governance concerns going forward . No hedging or pledging permitted; no related-party transactions disclosed involving Donald .