Mason Morfit

About Mason Morfit

Mason Morfit (age 49) has served on Salesforce’s Board since 2023 and is an independent director. He is Co‑CEO and Chief Investment Officer of ValueAct Capital and was appointed Chair of Salesforce’s Compensation Committee in January 2025; he also serves on the Business Transformation Committee. He holds a B.A. in Political Economy from Princeton and frequently lectures on corporate governance and executive compensation at leading universities .

Past Roles

Organization	Role	Tenure	Committees/Impact
ValueAct Capital	Co‑CEO	2023–present	Leads investor-driven transformation programs and governance engagement
ValueAct Capital	CEO	2020–2023	Oversaw portfolio company performance and board strategies
ValueAct Capital	Chief Investment Officer	2017–present	Investment strategy, executive compensation perspectives
Credit Suisse First Boston	Equity Research (Managed Care)	Pre‑2001 (joined ValueAct in 2001)	Analytical foundation for governance and performance assessments

External Roles

Organization	Role	Tenure	Committees/Impact
Microsoft Corporation	Director	2014–2017	Governance/strategy insights for large-cap software
Valeant Pharmaceuticals (Bausch Health)	Director	2007–2014; 2015–2016	Turnaround and compensation oversight
Current public boards	N/A	N/A	None currently disclosed

Board Governance

Committee assignments: Compensation (Chair) and Business Transformation member; CRM determined he is independent under NYSE rules .
Committee workloads: Compensation Committee met 18 times; Business Transformation Committee met 4 times in fiscal 2025 .
Attendance: All directors attended at least 75% of Board/committee meetings; average director attendance was 97% in fiscal 2025. Independent directors meet regularly in executive session .
Board refreshment: Morfit joined the Comp Committee in Dec 2024 and became Chair in Jan 2025 as part of governance updates following the 2024 say‑on‑pay vote .
Stockholder engagement: Board‑led engagement with holders of ~37% of shares post‑2024 meeting; Compensation Committee and Board members attended 100% of these meetings .

Fixed Compensation

Component	Fiscal 2025 Amount	Notes
Annual director RSU grant	$0	Morfit waived the standard ~$375,000 RSU grant for FY2025 .
Chair cash fee (Compensation Committee)	$0	Chairs typically receive $50,000 annually, but Morfit’s FY2025 disclosure shows no cash fees (appointment effective Jan 2025) .
Other committee chair fees	N/A	Audit/Governance chairs each receive $50,000; other standing committee chairs receive $25,000 (for context) .

Performance Compensation

Directors at Salesforce receive time-based RSUs; there are no performance metrics or options for director pay. Morfit waived the FY2025 RSU grant .

Program Element	Metric/Design	FY2025/FY2026 Details	Relevance
Annual Bonus (NEOs)	Financial measures only	FY2025 bonus based 100% on pre‑established Company financial goals; 100% funding cap; up to 125% max via individual performance .	Governance signal: pay-for-performance orientation overseen by Morfit as Comp Chair .
PRSUs (NEOs)	Non‑GAAP operating margin (50%)	FY2025 PRSUs include non‑GAAP operating margin metric aligned to profitable growth .	Reinforces operating discipline .
PRSUs (NEOs)	Relative TSR (50%)	Target payout requires TSR ≥ 60th percentile vs Nasdaq‑100; no payout above target if absolute TSR is negative .	Shareholder alignment and downside guardrail .
FY2026 PRSUs	Margin & Growth metric	New PRSU metric combining non‑GAAP margin and subscription & support revenue growth .	Focus on profitable growth .
FY2026 Performance Options	Agentforce/Data Cloud metric	Introduced options tied to Agentforce and Data Cloud strategy .	Strategic execution linkage .

Other Directorships & Interlocks

Current public boards: None disclosed .
Prior interlocks: Microsoft and Valeant boards (historical). There is a Nomination and Cooperation Agreement with ValueAct (Jan 27, 2023), pursuant to which Salesforce added Morfit to the Board and included him on the 2023 slate; ValueAct beneficially owned ~3.49M CRM shares at agreement date .
Committee consultant: Semler Brossy engaged as independent compensation consultant in Sept 2024 .

Expertise & Qualifications

Investor-led transformation experience and long track record of driving profitable growth at portfolio companies .
Deep knowledge of executive compensation and governance; frequent lecturer at Stanford and UC Berkeley .
Board chair role focused on aligning incentives with Agentforce/Data Cloud strategy and profitable growth .

Equity Ownership

Holder/Reporting	Shares Beneficially Owned	% of Class	Notes
G. Mason Morfit	2,898,509	<1%	Beneficial ownership primarily through ValueAct Capital Master Fund, L.P.; entities disclaim beneficial ownership except to extent of pecuniary interest .
Shares pledged as collateral	None	—	Prohibited by Salesforce’s insider trading policy (hedging and pledging not permitted for directors/executives) .
Director ownership guideline	$550,000	—	Revised March 2025; non‑employee directors required to hold shares equal to $550,000; all non‑employee directors in compliance as of April 15, 2025 .

Insider Trades (Form 4)

Date	Type	Shares	Price	Remaining Beneficial Shares
Jun 3, 2024	Purchase	428,000	$233.17	3,914,309
Dec 18, 2024	Sale	722,300	$346.11	3,192,009
Dec 19, 2024	Sale	278,147	$340.72	2,913,862
Dec 20, 2024	Sale	15,353	$340.55	2,898,509

Governance Assessment

Strengths
- Independence and active leadership: Independent director; appointed Comp Chair with intensive committee activity (18 meetings) amid program overhaul .
- Clear stockholder responsiveness: Board‑led outreach after 45.6% say‑on‑pay support in 2024; instituted changes including peer group reset, cap on CEO perqs, reduced CEO target equity value, enhanced disclosures .
- Robust pay‑for‑performance design: PRSUs tied to non‑GAAP operating margin and relative TSR with a negative TSR limiter; FY2026 adds margin & growth and performance options aligned with Agentforce/Data Cloud strategy .
- Alignment policies: Enhanced executive and director ownership guidelines; prohibition on hedging/pledging; formal clawback policy per SEC/NYSE standards .
Potential Conflicts and RED FLAGS
- Activist interlock: Nomination and Cooperation Agreement with ValueAct tied to Morfit’s appointment (activist involvement). Governance Committee notes the agreement and Board oversight; monitor for conflicts between fund objectives and broader shareholder base .
- Large insider sales: December 2024 sales totaling ~$350M through ValueAct entities while serving on the Board. Although typical at fund level and beneficial ownership is disclaimed except for pecuniary interest, sustained selling during compensation program changes merits monitoring .
Net View
- Governance posture improved materially under Morfit’s chairmanship (peer group refinement, stricter ownership, performance-centric incentives). Independence is affirmed, policies limit hedging/pledging, and director compensation restraint (RSU waiver) strengthens alignment. Continue monitoring any ValueAct‑related transactions and insider activity for optics and potential perceived conflicts .

Appendix – Committee Composition (Context)

Committee	Members	FY2025 Meetings	Key Responsibilities
Compensation	Mason Morfit (Chair), Neelie Kroes, John V. Roos, Maynard Webb	18	Executive pay design, equity/incentive plans, succession (except CEO), human capital .
Business Transformation	Oscar Munoz (Chair), Craig Conway, Mason Morfit, Robin Washington, Maynard Webb	4	Oversight of margin improvement and sustainable growth .

Notes:

Independence status: All nominees except Marc Benioff, Parker Harris, and Robin Washington are independent (includes Morfit) .
Director compensation framework unchanged for FY2026; RSU ~$375k typical annual grant (Morfit waived FY2025) .