Marc Benioff

About Marc Benioff

Marc Benioff is Chair of the Board, Chief Executive Officer, and Co‑Founder of Salesforce; he has served as a director since 1999 and as CEO since 2001, and is 60 years old . He holds a B.S. in Business Administration from the University of Southern California and is recognized for leading Salesforce into the agentic AI era with Agentforce and building the company into a leading enterprise applications firm . Under his leadership, FY2025 revenue reached $37.9B (+9% YoY), operating cash flow was $13.1B (+28%), and remaining performance obligation was $63.4B (+11%); he also returned ~$7.8B via buybacks and ~$1.5B in dividends in FY2025 . Pay‑versus‑performance disclosures show Salesforce’s Relative TSR ranking at the 80th percentile for FY2025 (93rd in FY2024), evidencing strong stock performance versus Nasdaq‑100 constituents in the period .

Past Roles

Organization	Role	Years	Strategic Impact
Salesforce	Chair of the Board & CEO	Since 2001	Led transformation to profitable growth; positioned Salesforce as a leader in agentic AI with Agentforce
Salesforce	Co‑Founder	Since 1999	Vision and cloud leadership; grew Salesforce into a leading enterprise applications company

External Roles

Organization	Role	Years	Strategic Impact
World Economic Forum	Board of Trustees; inaugural chair of WEF’s Forum Center for the Fourth Industrial Revolution	Not disclosed	Global policy and technology governance leadership
Salesforce Foundation	Chair of the Board	Not disclosed	Philanthropy leadership under the 1‑1‑1 model
University of Southern California	Board of Trustees	Not disclosed	Higher‑education governance
Other public company boards	N/A	N/A	No current or recent public company directorships disclosed

Fixed Compensation

Multi‑year CEO compensation disclosure (SEC Summary Compensation Table):

Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non‑Equity Incentive Plan ($)	All Other Compensation ($)	Total ($)
2025	1,550,000	2,500 (patent bonus)	28,028,587	17,400,069	3,487,500	4,606,000	55,074,656
2024	1,550,000	2,500	16,338,290	14,000,033	3,100,000	4,651,350	39,642,173
2023	1,550,000	3,750	14,760,156	9,840,007	2,170,000	1,544,980	29,868,893

FY2025 base salary remained $1.55M, target bonus increased to 225% of salary, and actual FY2025 cash bonus paid was $3.4875M .

Performance Compensation

FY2025 Annual Bonus Design and Outcomes

Metrics equally weighted: Revenue, Operating Cash Flow, Non‑GAAP Income from Operations; company funding capped at 100% .
Attainment vs targets and payouts: | Measure ($mm) | FY2024 Target | FY2024 Actual | FY2025 Threshold | FY2025 Target | FY2025 Max | FY2025 Actual | Attainment vs Target (%) | Weighted Payout (%) | |---------------|---------------|---------------|------------------|---------------|------------|---------------|--------------------------|---------------------| | Revenue | 34,705 | 34,857 | 34,200 | 38,000 | 41,800 | 37,895 | 99.7 | 32.9 | | Operating Cash Flow | 8,320 | 10,234 | 9,488 | 12,650 | 15,813 | 13,092 | 103.5 | 35.7 | | Non‑GAAP Income from Operations | 9,370 | 10,689 | 9,263 | 12,350 | 15,438 | 12,529 | 101.5 | 34.3 | | Total formulaic payout | | | | | | | | 102.8% (capped to 100%) | Final FY2025 payout set to 100% of target for all NEOs (including CEO) after applying the cap and 100% individual multipliers .

FY2025 Long‑Term Incentives and Vesting Mechanics

Mix: CEO 60% PRSUs and 40% stock options; PRSUs split 50% Relative TSR vs Nasdaq‑100, 50% non‑GAAP operating margin, with no payout above target if absolute TSR is negative .
Operating Margin PRSU FY2025 tranche: Target set at 32.5% at grant; actual FY2025 performance was 33.0%, resulting in a 110% vesting achievement for the FY2025 tranche; earned PRSUs cliff‑vest March 2027 . | Metric | Weighting | Target | Actual | Payout Scale | FY2025 Tranche Result | Vesting | |--------|-----------|--------|--------|--------------|------------------------|---------| | Relative TSR vs Nasdaq‑100 | 50% | 60th percentile | In‑flight for FY2025–FY2027 | 0–200%; cap 100% if absolute TSR negative | N/A (performance period through 2027) | Cliff vest Mar 2027 | | Non‑GAAP Operating Margin | 50% | 32.5% (target) | 33.0% | Threshold ~85% of target; Max ~115% | 110% | Cliff vest Mar 2027 |

FY2025 Equity Grants (CEO)

Grant Type	Grant Date	Approval Date	Units/Value	Key Terms
Stock Options	03/22/2024	03/20/2024	169,478 options; grant date fair value $17,400,069	Exercise price $307.77; 4‑year vesting (25% at 1st anniversary; remainder monthly)
PRSUs (OM component)	03/22/2024	03/20/2024	Target tranches: 6,519 (FY2025–FY2027)	Earn‑out based on annual OM goals; 3‑year cliff vest
PRSUs (Relative TSR)	03/22/2024	03/20/2024	Target tranches: 9,779 (FY2025–FY2027)	Earn‑out based on 3‑year TSR vs Nasdaq‑100; 3‑year cliff vest

FY2026 program changes: CEO’s target long‑term equity award reduced ~17% to $36M; mix shifted to 67% PRSUs and 33% performance options with an Agentforce/Data Cloud metric; bonus plan redesigned to tie payouts to subscription & support revenue and non‑GAAP operating income, with a strategic multiplier and a 150% cap .

Equity Ownership & Alignment

Item	Detail
Total beneficial ownership	22,796,932 shares; 2.4% of outstanding
Ownership detail	Includes 10,000,000 shares held by Marc Benioff Fund LLC; remainder held via the Marc R. Benioff Revocable Trust
Options/awards near‑term	827,475 shares issuable upon exercise/settlement within 60 days (options/PRSUs)
FY2025 option exercises	317,105 shares exercised; $72,533,234 value realized
Pledging/hedging	Prohibited for executives and directors
Ownership guidelines	CEO required to hold shares equal to 10× base salary; all NEOs compliant or within compliance windows

Selected outstanding CEO awards at FY2025 year‑end (illustrative):

Unexercisable options: 169,478 (03/22/2024 grant, $307.77 strike) .
Unearned PRSUs: 78,234 (Relative TSR FY2025–FY2027), 52,156 (OM FY2025–FY2026 tranches disclosed), plus prior FY2024 PRSU tranches; market value examples provided at $341.70 close on Jan 31, 2025 .

Employment Terms

Provision	CEO Terms
Change‑in‑control (CIC) cash severance	200% of base salary + target bonus (double‑trigger)
Health benefits continuation	Up to 24 months post‑termination (CEO)
Equity acceleration at CIC	Full and immediate vesting of unvested equity; PRSUs determine eligible shares based on actual TSR and OM achieved to date with pro‑ration and continued vest over remaining period; acceleration on qualifying CIC termination
Clawback policy	Executive Officer Incentive Compensation Recovery Policy adopted in 2023 (SEC/NYSE compliant)
Cash severance cap policy	No new agreements exceeding 2.99× salary+target bonus without stockholder ratification (adopted Mar 2024)
Hedging/pledging	Prohibited for executives and directors
Excise tax gross‑ups	Not provided upon CIC

Perquisites:

Personal security and aircraft use, capped at $4.6M for FY2025 and FY2026; CEO reimburses above cap .
FY2025 All Other Compensation included $4,052,159 personal security and $547,841 aircraft usage; total $4,606,000 .

Board Governance

Dual role: Benioff is both CEO and Chair; Board cites benefits of unified leadership, with independence safeguards including a strong Lead Independent Director and fully independent committees .
Lead Independent Director: Arnold Donald elected in March 2025; expanded duties include agenda/materials review, investor liaison, calling executive sessions, and succession oversight .
Committees: Audit & Finance, Compensation, Nominating & Governance, Cybersecurity & Privacy, and Business Transformation are fully independent (with disclosed exceptions per committee), and refreshed leadership/membership in FY2025 .
Board activity: Ten meetings in FY2025; average director attendance 97%; executive sessions held regularly .
Director compensation: Employee directors (Benioff, Harris) did not receive separate director pay in FY2025 .

Compensation Peer Group and Advisor

FY2025 peer group (approved Sep 2023) included Accenture, Adobe, Cisco, IBM, Microsoft, Oracle, ServiceNow, SAP, Intuit, Workday, PayPal, Dell, Block, Alphabet, Amazon, Apple, Meta; Salesforce positioned ~38th percentile in revenue and ~52nd percentile in market cap .
Post‑2024 changes: Removed mega caps (Alphabet, Amazon, Apple, Meta) and added AMD, Broadcom, Palo Alto Networks, Qualcomm; positioned ~54th percentile in revenue and ~81st percentile in market cap .
Advisor refresh: Semler Brossy engaged as independent compensation consultant in Sep 2024; Compensia advised earlier in FY2025 .

Say‑on‑Pay & Shareholder Feedback

2024 say‑on‑pay support was ~45.6% .
Board/committee responses: New independent consultant; commitment to avoid off‑cycle NEO equity awards except extraordinary circumstances; capped CEO aircraft/security perqs; refined peer group; enhanced disclosure; redesigned FY2026 incentives (added performance options; Margin & Growth PRSUs; bonus financial metrics + strategic multiplier; raised ownership guidelines) .

Related Party Transactions

TIME Magazine entities (affiliated with Benioff) purchased ~$700,000 of Salesforce services in FY2025 at ordinary‑course terms .
Time Sharing Agreement for business use of CEO’s personal aircraft: FY2025 reimbursement of ~$188,923 (excluding amounts reported as perquisites) .

Performance & Track Record

Company operating performance highlights under Benioff’s leadership in FY2025:

Revenue $37.9B (+9% YoY), Operating Margin 19% (+460 bps YoY), Diluted EPS $6.36 (+51%), Operating Cash Flow $13.1B (+28%), Free Cash Flow $12.4B (+31%), RPO $63.4B (+11%) .
Data Cloud & AI ARR reached $900M (+120% YoY); Data Cloud surpassed 50 trillion records; Agentforce adoption with 5,000 deals in first 90 days .

Multi‑year fundamentals:

Metric	FY 2023	FY 2024	FY 2025
Revenue ($USD Millions)	31,352*	34,857*	37,895*
EBITDA ($USD Millions)	5,644*	9,958*	11,143*
Values retrieved from S&P Global.*

Relative TSR percentile (company‑selected measure, annual): FY2021 65th; FY2022 41st; FY2023 17th; FY2024 93rd; FY2025 80th .

Investment Implications

Pay‑for‑performance tightening: FY2026 design adds performance options tied to Agentforce/Data Cloud and raises ownership requirements; CEO equity target reduced ~17%, addressing 2024 vote concerns—supportive for alignment and reduced pay‑inflation risk .
Insider selling pressure: Significant option exercises in FY2025 ($72.5M realized) warrant monitoring of future Form 4 activity; large beneficial ownership (2.4%) aligns long‑term incentives but may create episodic supply from exercises .
Retention and transition risk: Consolidation of COO/CFO roles and leadership changes raise execution risk, but governance mitigants include strengthened Lead Independent Director authority and Business Transformation oversight .
Governance red flags mitigated: Dual CEO/Chair structure offset by independent committees and robust lead independent role; pledging/hedging prohibited; no option repricing without shareholder approval; clawback in place .
Compensation disclosure rigor and stakeholder engagement: Post‑vote outreach and policy changes (perqs cap, peer group refinement, off‑cycle grant restraint) reduce future say‑on‑pay risk and enhance predictability of payout mechanics .