John Roos
Director at CRM
Board
About John V. Roos
Independent director of Salesforce (CRM) since 2013; age 70. Former U.S. Ambassador to Japan and Co‑Founding Partner of Geodesic Capital, with prior career as CEO/partner at Wilson Sonsini Goodrich & Rosati. Education: A.B. in Political Science and J.D. from Stanford. Current CRM roles: Chair of the Nominating & Corporate Governance Committee; member of the Compensation Committee; classified as independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilson Sonsini Goodrich & Rosati | CEO; corporate/securities attorney | 1985–2009 | Advised growth tech firms; strategic/legal/regulatory expertise |
| U.S. Government | U.S. Ambassador to Japan | 2009–2013 | Crisis management; global leadership; U.S.–Japan relations |
| Centerview Partners | Senior Advisor | 2014–2024 | Strategic advisory; investment banking insights |
| Toyota Research Institute | Advisor | Since 2016 | Technology oversight; AI/robotics advisory |
| Mitsubishi UFJ Financial Group | Global Advisory Board (former) | N/A | Financial markets perspective |
| TOMODACHI Initiative | Founder | N/A | Next‑gen U.S.–Japan leadership ecosystem |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Geodesic Capital | Co‑Founding Partner | Founded 2015 | Digital transformation investing; global networks |
| Rakuten Group, Inc. | Director | 2021–2023 | Board service on digital commerce ecosystem |
| Sony Corporation | Director | 2014–2020 | Technology/media; digital strategy governance |
| Maureen & Mike Mansfield Foundation | Director | Current | Policy and international engagement |
| Stanford Medicine CAHRE Advisory Board | Member | Current | Healthcare research advisory |
Board Governance
- Independence: Board determined Roos is independent (all members of Audit, Compensation, Governance committees are independent; nominees independent except Benioff, Harris, Washington).
- Committee assignments and meeting cadence (FY25): Governance (Chair; 5 meetings), Compensation (member; 18), Audit & Finance (not listed for Roos), Cybersecurity & Privacy (not listed), Business Transformation (not listed).
- Leadership refresh: Appointed Chair of the Nominating & Corporate Governance Committee in 2025 as part of committee refresh; Lead Independent Director elected as Arnold Donald (per guidelines LID is typically Governance Chair unless otherwise elected).
- Attendance: Board held 10 meetings; all directors attended ≥75% of applicable meetings; average attendance 97%; 12 of 13 directors attended the 2024 annual meeting.
| Governance Element | FY25 Data | Evidence |
|---|---|---|
| Independence status | Independent director | |
| Governance Committee | Chair; 5 meetings | |
| Compensation Committee | Member; 18 meetings | |
| Board attendance | ≥75% for all; avg 97% | |
| Annual meeting participation | 12 of 13 directors (2024) | |
| Lead Independent Director | Arnold Donald (elected Mar 2025) | |
| Committee independence | All members independent |
Fixed Compensation
| Component | FY25 Amount/Terms | Evidence |
|---|---|---|
| Annual director RSU grant | $374,900 grant-date fair value (awarded Feb 1, 2024) | |
| RSU vesting schedule | Quarterly vesting on Feb 22, May 22, Aug 22, Nov 22, 2024 | |
| Committee chair cash fee | $50,000 (Governance Committee Chair) | |
| Cash retainer (general) | No standard cash retainer disclosed; cash paid to leadership roles | |
| Other committee chair fees | $50,000 (Audit, Compensation chairs); $25,000 for other standing committees | |
| LID cash fee (context) | $150,000 (for LID, not Roos) |
Director Compensation (FY25) – John V. Roos
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John V. Roos | 50,000 | 374,900 | 424,900 |
Performance Compensation
- Directors at CRM receive time‑based RSUs; no director‑level performance metrics (e.g., TSR or margin) apply to non‑employee director equity.
- Change‑of‑control treatment: For outside directors, if awards are assumed and the director’s status terminates other than voluntary resignation, options/SARs vest fully; restrictions on RSUs lapse; performance awards deemed at 100% of target unless Administrator determines otherwise.
| Metric | Applies to Director Compensation? | Source/Notes |
|---|---|---|
| Relative TSR | No (director awards are time‑based RSUs) | |
| Non‑GAAP operating margin | No | |
| Change‑of‑control acceleration (outside directors) | Yes — conditional vesting per plan terms |
Other Directorships & Interlocks
| Category | Details | Evidence |
|---|---|---|
| Current public company boards | N/A | |
| Prior public company boards (last 10 yrs) | Rakuten Group, Inc. (2021–2023); Sony Corporation (2014–2020) | |
| Potential interlocks/conflicts | None disclosed involving Roos in related party transactions | |
| Compensation Committee Interlocks | Roos served on Comp Committee; no related-party relationships requiring disclosure (exception noted only for Craig Conway) |
Expertise & Qualifications
- Deep strategic/legal/regulatory expertise from >20 years at Wilson Sonsini; global leadership and crisis management experience; digital transformation oversight through investment and board roles.
- Recognitions: Grand Cordon of the Order of the Rising Sun (Japan).
- Education: Stanford A.B. (Political Science), Stanford Law J.D.
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Class | Notes |
|---|---|---|---|
| John V. Roos | 15,416 | <1% | Includes 274 shares issuable upon RSUs settling within 60 days of Mar 31, 2025 |
Director Ownership Policy and Restrictions
- Non‑employee director stock ownership requirement increased to $550,000 (value‑based); compliance required by the later of March 27, 2030 or five years from initial appointment; as of April 15, 2025, all non‑employee directors were in compliance.
- Prohibition on hedging/pledging: Directors are prohibited from short sales, hedging, derivative transactions and pledging Salesforce securities.
Say‑on‑Pay & Shareholder Feedback (context for Roos’s Compensation Committee role)
- 2024 say‑on‑pay support: ~45.6% (disappointing outcome). Board led outreach; refreshed Compensation Committee; retained new independent consultant; revised peer group and program design.
- 2025 meeting vote results: Say‑on‑Pay — For 559,529,998; Against 168,504,472; Abstain 4,147,424; Broker non‑votes 105,651,734.
- 2025 director election (Roos): For 644,617,613; Against 85,392,298; Abstain 2,171,983; Broker non‑votes 105,651,734.
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect John V. Roos (2025) | 644,617,613 | 85,392,298 | 2,171,983 | 105,651,734 |
| Say‑on‑Pay (FY25) | 559,529,998 | 168,504,472 | 4,147,424 | 105,651,734 |
Governance Assessment
-
Strengths
- Independent director with global, legal, and digital transformation credentials; chairs Governance Committee and sits on Compensation — aligns expertise with oversight needs.
- Board attendance metrics strong (≥75% for all; avg 97%); active committee cadence (Governance 5; Compensation 18).
- Ownership alignment: director ownership guideline at $550k; all non‑employee directors compliant; hedging/pledging prohibited — reduces misalignment risks.
- Compensation governance responsiveness post‑2024 vote; refreshed comp oversight and enhanced disclosure.
-
Watch items / RED FLAGS
- Director election opposition: 85.4M votes “Against” Roos in 2025 — worth monitoring investor concerns despite strong absolute support.
- Change‑of‑control acceleration language for outside director awards can be viewed as shareholder‑unfriendly if broadly applied; however it is conditioned on assumption/substitution and termination context.
-
Conflicts/related parties
- No related‑party transactions disclosed for Roos; Compensation Committee interlocks disclosure notes no relationships requiring disclosure for Roos.
-
Compensation mix quality for directors
- Predominantly equity (time‑based RSUs) plus targeted chair fees; no meeting fees or broad cash retainer disclosed — supports long‑term alignment.
Overall, Roos presents as a seasoned independent with relevant governance leadership and global networks; investor support is solid but with notable “Against” votes in 2025, suggesting the importance of continued responsiveness on compensation and governance matters.