Neelie Kroes
Director at CRM
Board
About Neelie Kroes
Neelie Kroes, age 83, has served as an independent director of Salesforce (CRM) since 2016. She is a former Vice President of the European Commission with deep regulatory and antitrust credentials and holds an M.S. in Economics from Erasmus University. At Salesforce, she chairs the Cybersecurity & Privacy Committee and serves on the Compensation Committee, bringing cross-border technology governance and competition expertise to the board’s oversight of AI, privacy, and compensation practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| European Commission | European Commissioner for Competition; VP and Commissioner for Digital Agenda/Digital Economy & Society | 2004–2010; 2010–2014 | Led EU competition enforcement and digital policy; expertise in antitrust, cross-border tech regulation |
| Dutch Government | Member of House of Representatives; State Secretary; Cabinet Minister | Various | Public policy and economic governance experience |
| Uber Technologies | Global Policy Advisory Board member | 2016–2019 | Technology policy advisory role (ended) |
| Bank of America Merrill Lynch | Special Advisor | 2015–2018 | Strategic advisory experience (ended) |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Prologis; Lucent Technologies Netherlands; Volvo AB; McDonald’s Netherlands; Thales Group; Brambles Industries Ltd.; Royal P&O Nedlloyd; Nyenrode University | Director; Chair (Nyenrode University) | Prior | Broad board leadership across global industrials and technology; no current public company directorships disclosed |
Board Governance
- Independence: The board determined Neelie Kroes is independent under NYSE standards; only Benioff, Harris, and Washington are non-independent among nominees .
- Committee assignments: Compensation Committee member; Chair of Cybersecurity & Privacy Committee (oversight of cybersecurity, data privacy, AI governance, ethical tech) .
- Committee activity: FY2025 meetings — Compensation (18), Cybersecurity & Privacy (4); overall board held 10 meetings with average attendance of 97%, and all directors met at least the 75% attendance threshold .
- Governance quality: Fully independent Audit, Compensation, and Governance committees; regular executive sessions; enhanced Lead Independent Director role; robust risk oversight across committees including AI and cybersecurity .
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Cash fees | $25,000 | Committee chair fee for Cybersecurity & Privacy (other standing committees at $25k) |
| Equity (RSUs) | $374,900 | Granted Feb 1, 2024; vests in four equal installments on Feb 22, May 22, Aug 22, Nov 22, 2024 |
| Total | $399,900 | Sum of cash and RSU grant-date fair value |
Performance Compensation
| Instrument | Performance Metrics | Vesting/Notes |
|---|---|---|
| Director equity | None | Non-employee director RSUs are time-based; no performance metrics disclosed for director awards |
No performance-based director instruments or bonus metrics were disclosed for FY2025; RSU grants to non-employee directors vest time-based without financial/TSR conditions .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Neelie Kroes .
- Compensation Committee interlocks: The committee (Morfit, Kroes, Roos, Webb) had no insider participation; no relationships requiring disclosure except for Conway (not on the committee at year-end) per related party notes .
- Related party transactions: None involving Kroes disclosed; the company reviews/approves related party transactions via Audit Committee policy .
Expertise & Qualifications
- Regulatory and governmental relations expert: EU competition and digital policy leadership; antitrust and merger review expertise .
- International operations and technology governance: Cross-border market and regulatory systems experience; data security and ethical tech oversight aligned with Cybersecurity & Privacy chair role .
- Board service and governance: Extensive prior board roles across global companies; seasoned in corporate governance and risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Neelie Kroes | 10,770 | <1% | Includes 274 shares issuable upon RSU settlement within 60 days of Mar 31, 2025 |
| Ownership guidelines (directors) | $550,000 value threshold | N/A | Unvested equity excluded; compliance required by Mar 27, 2030 or five years from appointment; all non-employee directors in compliance as of Apr 15, 2025 |
| Hedging/pledging policy | Prohibited | N/A | Directors and executives may not hedge or pledge company stock |
| Unvested stock awards (as of FY2025 year-end) | None | N/A | Non-employee directors held no unvested stock awards at FY2025 year-end |
Governance Assessment
- Board effectiveness: Kroes’ chairmanship of the Cybersecurity & Privacy Committee is material to investor confidence amid AI deployment and data risk; the committee oversees cybersecurity, privacy, and AI governance with regular management reporting and external expert input .
- Compensation oversight: As a Compensation Committee member, she participated in board-led investor engagement after a 45.6% 2024 say-on-pay outcome and supported responsive actions: capping CEO aircraft/security perquisites at $4.6M in FY2025–FY2026, committing to no off-cycle equity awards absent extraordinary circumstances, and revising the peer group to remove mega caps and add more size-comparable peers; the committee also enhanced disclosure and strengthened performance orientation for FY2026 incentives (margin and subscription growth metrics, performance options) .
- Independence and attendance: She is independent under NYSE rules; board-wide attendance is strong (97% average), supporting robust oversight cadence; Compensation (18 meetings) and Cybersecurity & Privacy (4 meetings) indicate high engagement in her oversight areas .
- Ownership alignment: Director pay is equity-heavy via time-based RSUs; strengthened stock ownership guidelines to $550,000 support alignment; no hedging/pledging permitted; non-employee directors had no unvested awards at FY2025 year-end, reducing overhang .
- Potential conflicts/red flags: No related-party transactions or pledging disclosed involving Kroes; prior external advisory roles have ended; no current public company interlocks reported. RED FLAGS: None disclosed specific to Kroes in FY2025 filings .