Craig Conway

About Craig Conway

Craig Conway (age 70) is an independent director of Salesforce, serving since 2005. He is a former President & CEO of PeopleSoft and has decades of leadership in enterprise software, with prior executive roles at Oracle, One Touch Systems, and TGV Software. Conway holds a B.S. in Computer Science and Mathematics from SUNY Brockport. He is currently a member of Salesforce’s Audit & Finance Committee and Business Transformation Committee.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit & Finance Committee (member; chaired by Sachin Mehra) and Business Transformation Committee (member; chaired by Oscar Munoz). Total meetings in FY2025: Audit 8; Business Transformation 4. Conway transitioned from the Compensation Committee to Audit & Finance in December 2024.
• Independence: The Board determined Conway is independent under NYSE standards. 75% of director nominees are independent.
• Tenure and engagement: Conway has served ~19 years (Director since 2005; Board matrix shows 19 years). The Board held 10 meetings in FY2025; average director attendance was 97%, and all directors attended ≥75% of meetings of Board and applicable committees.
• Governance environment: Board refreshed committee leadership (Compensation Chair to Mason Morfit; Governance Chair to John Roos) and formed dedicated oversight committees (Cybersecurity & Privacy; Business Transformation). Lead Independent Director role expanded; executive sessions held regularly.

Fixed Compensation

Performance Compensation

• Directors do not receive performance-based equity; FY2025 director RSUs are time-based (no PRSU metrics applicable to non-employee directors). No meeting fees; equity vests based on continued service.

Other Directorships & Interlocks

• Current public boards: Paylocity (since 2024), Nutanix (since 2017). Prior public board: Guidewire (2010–2019, including Executive Chairman and Chairman). No disclosed transactional interlocks with Salesforce customers/suppliers via these roles in the proxy.

Expertise & Qualifications

• Technology/software leadership: Former CEO of multiple high-growth technology firms; senior executive experience at Oracle.
• Public board governance: Service on boards in enterprise software and SaaS; prior chair roles indicating governance depth.
• M&A/industry knowledge: In-depth knowledge of technology sector and transformation, including prior service on Salesforce’s M&A Committee.

Equity Ownership

• Director stock ownership guidelines: Increased in March 2025 to require non-employee directors to hold shares valued at $550,000; all non-employee directors were in compliance as of April 15, 2025. For compliance purposes, unvested awards are excluded.
• Insider policy: Company prohibits hedging and pledging by directors; insider trading policy filed with 10-K and referenced in proxy.

Governance Assessment

• Strengths:

  • Independence and committee alignment: Conway is independent and serves on Audit & Finance, aligning his enterprise software leadership with financial oversight during Salesforce’s transformation. Committee meeting cadence (Audit 8; Business Transformation 4) suggests active engagement.
  • Pay alignment: Director compensation is primarily equity (time-based RSUs) without performance metrics or meeting fees, enhancing alignment with shareholder value and simplicity.
  • Ownership requirements: Raised director ownership threshold to $550,000; board reports compliance, supporting skin-in-the-game.
  • Board responsiveness: Following the 2024 say-on-pay (45.6% support), the Board and Compensation Committee engaged investors, changed committee leadership, and updated practices; Conway’s transition from Compensation to Audit supports refreshed oversight balance.

• Risk indicators and potential red flags:

  • Related-party exposure: Conway’s son is a non-executive Salesforce employee (compensation < $150,000), reviewed and approved by the Audit Committee under Related Party Transaction Policies; Conway served on the Compensation Committee during FY2025 prior to transitioning to Audit, which warrants continued monitoring for perceived conflicts despite formal approvals.
  • Tenure: ~19 years of service can raise entrenchment concerns; counterbalanced by ongoing committee refreshment and independent status.

• Policies mitigating risk:

  • Formal related-party transaction review by Audit Committee; prohibition on director hedging/pledging; expanded Lead Independent Director duties; regular executive sessions.

• Overall signal for investor confidence: Conway’s extensive software leadership and current roles on Audit & Finance and Business Transformation committees support execution and financial discipline. The limited, approved related-party connection and long tenure should be weighed against board independence, ownership alignment, and active governance refresh.