Robin Washington
SalesforceAbout Robin Washington
Robin Washington, age 62, is President and Chief Operating & Financial Officer (COFO) of Salesforce, effective March 21, 2025, after serving on Salesforce’s Board since 2013 and as Lead Independent Director from 2022 until March 2025; she continues to serve on the Board in the Agentforce era . Washington holds a B.A. in Business Administration from the University of Michigan and an MBA from Pepperdine; she is a CPA and previously served as EVP & CFO at Gilead Sciences, CFO at Hyperion Solutions, and senior finance roles at PeopleSoft . Company performance under Board oversight in FY2025: revenue $37.9B (+9% YoY), GAAP operating margin 19% (+460 bps YoY), operating cash flow $13.1B (+28%), remaining performance obligation $63.4B (+11%); non-GAAP operating margin 33% (+250 bps) and free cash flow $12.4B (+31%) . Relative TSR was 80th percentile in FY2025 per pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gilead Sciences, Inc. | EVP & CFO; Advisor | CFO: 2008–2019; Advisor: 2019–2020 | Led finance and operations for large-scale biopharma; capital markets and operational discipline |
| Hyperion Solutions | Chief Financial Officer | 2006–2007 | Enterprise software finance leadership through transition periods |
| PeopleSoft, Inc. | Corporate Controller, Treasurer, other executive finance roles | ~10 years | Built foundational finance capabilities at a major enterprise applications provider |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alphabet Inc. | Director | 2019–Present | Current public company board; governance and technology oversight |
| Honeywell International, Inc. | Director | 2013–2025 | Former public board; committee leadership experience |
| Vertiv Holdings Co. | Director | 2020–2025 | Former public board |
| Financial Accounting Foundation | Trustee | Current | Standards and oversight in financial reporting |
| MasterCard Foundation | Board member | Current | Non-profit leadership |
Fixed Compensation
| Component | Amount | Effective Date/Period | Notes |
|---|---|---|---|
| Base Salary (COFO) | $1,100,000 | Offer letter Feb 5, 2025; effective Mar 21, 2025 | Initial COFO salary |
| Target Annual Bonus | 175% of base salary | Offer letter Feb 5, 2025 | Subject to Annual Performance Bonus Plan design |
| Director Cash Fees | $200,000 | FY2025 | For Lead Independent Director and Governance Committee Chair roles prior to COFO appointment |
| Director RSU Grant (FY2025) | $374,900 grant-date fair value | Granted Feb 1, 2024; vested quarterly on Feb 22, May 22, Aug 22, Nov 22, 2024 | Standard non-employee director grant; except she later became executive |
Performance Compensation
| Award Type | Target/Value | Metric & Weighting | Targets | Actual | Payout/Status | Vesting |
|---|---|---|---|---|---|---|
| FY2026 PRSUs (as COFO) | $6,000,000 | Margin & Growth (subscription & support revenue growth + non-GAAP op margin) and relative TSR; PRSUs comprise 33% of total equity mix | Goals set at grant for FY2026–FY2028 | Not yet disclosed | Earn-out based on multi-year goals | Cliff vest after 3 years (performance-based) |
| FY2026 Performance Stock Options | $3,000,000 | One-year Agentforce/Data Cloud adoption metric; earned options then service-vest | Metric introduced in FY2026 redesign | Not yet disclosed | Earn-if metric met; then service vesting | Options subject to service-based vesting over 4 years; exercise price $280.62 (Mar 22, 2025 grants) |
| FY2026 RSUs | $9,000,000 | Time-based | N/A | N/A | N/A | 4-year vest; 1/4 at 1-year, remainder quarterly |
| Annual Performance Bonus (Company framework) | 175% target (COFO) | Revenue, operating cash flow, non-GAAP income from operations (FY2025 example) | FY2025 targets exceeded on OCF and non-GAAP income; revenue slightly below | Revenue 99.7% of target; OCF 103.5%; non-GAAP income 101.5% | FY2025 bonus funding capped at 100% for NEOs | Paid per plan; FY2025 structure disclosed |
FY2025 Operating Margin PRSU tranche achievement (company-wide design basis): Target 32.5% vs actual 33.0% → 110% vesting achievement for FY2025 tranche within the three-year PRSU, demonstrating margin outperformance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 43,719 shares (less than 1% of outstanding) as of March 31, 2025 |
| Ownership Guidelines (Executives) | Revised March 2025: 3x base salary for executive officers; compliance required by March 27, 2030 or 5 years from appointment; unvested/unelected awards excluded |
| Compliance Status | Company disclosure: all NEOs are in compliance with amended guidelines or defined compliance periods |
| Hedging/Pledging | Prohibited for executive officers and directors per Insider Trading Policy |
| Vested vs Unvested | Not individually itemized for Washington in proxy tables (she became executive late FY2025); standard RSU 4-year and PRSU 3-year cliff vest structures apply |
| Director Stock Ownership Requirement | Increased to $550,000 value; all non-employee directors in compliance as of April 15, 2025 |
Employment Terms
| Term | Provision |
|---|---|
| Offer Letter (Feb 5, 2025) | Base $1.1M; target bonus 175%; intended grants: RSUs $9M and PRSUs $9M; $8.5M cash sign-on (clawback if resignation or termination for cause within 2 years) |
| Severance (without cause) | Cash severance equal to base salary + target bonus, paid in 12 monthly installments; release requirement |
| Change-of-Control (COC) | Standard double-trigger agreement for non-CEO Section 16 officers: upon qualifying termination in COC period, 150% of base + target bonus lump sum; health benefit continuation up to 18 months; full vesting acceleration of unvested equity; PRSU eligibility determined by TSR to date and operating margin tranches; vesting proration rules apply |
| Clawback | Executive Officer Incentive Compensation Recovery Policy adopted 2023 per SEC/NYSE; applies to erroneously paid performance-based compensation upon qualifying restatements |
| Tax Gross-ups | No excise tax gross-ups upon change of control; payments structured to avoid 4999 excise tax or pay lesser amount for after-tax maximization |
| Non-compete/Non-solicit | Not disclosed in proxy or 8-K; standard confidentiality and indemnification agreements apply |
Board Governance
- Board Service History: Director since 2013; prior Chair of Audit & Finance Committee; Lead Independent Director from 2022 until March 2025; remains a director after becoming COFO .
- Committee Roles: Member, Business Transformation Committee (oversight of margin improvement and sustainable growth) .
- Independence: As an executive officer, Washington is not considered independent under NYSE standards; Board lists Robin Washington among non-independent nominees alongside CEO and Co-Founder .
- Dual-role implications: COFO + Director can raise independence considerations; Salesforce mitigates via empowered Lead Independent Director (role transferred to Arnold Donald in March 2025), fully independent Audit/Compensation/Governance committees, and regular executive sessions and committee oversight structures .
Director Compensation (FY2025)
| Item | Amount | Notes |
|---|---|---|
| RSU grant | $374,900 | Standard grant to non-employee directors (Morfit waived); vested quarterly in 2024 |
| Board leadership fees | $200,000 | For Lead Independent Director and Governance Committee Chair roles |
Compensation Structure Analysis
- Strong shift to performance orientation: FY2026 equity mix includes PRSUs (Margin & Growth + relative TSR) and performance stock options tied to Agentforce/Data Cloud adoption; CEO equity 100% performance-based; non-CEO NEOs at 50% performance-based weighting, adding performance options .
- Governance enhancements after low 2024 say-on-pay support (45.6%): New consultant, refreshed Compensation Committee leadership (Morfit as Chair), removal of mega-cap peers, cap on CEO aircraft/security perqs, increased holding guidelines; commitment to avoid off-cycle CEO awards except extraordinary circumstances .
- Annual bonus rigor: FY2025 bonus funded solely by financial measures with capped company funding; achievement of cash flow and non-GAAP operating income above target, revenue slightly below target; payouts capped at 100% .
- Ownership alignment: strengthened executive and director ownership requirements; prohibition on hedging/pledging improves alignment and reduces red-flag risk .
Risk Indicators & Red Flags
- Related Party/Perquisites: CEO aircraft and personal security program capped at $4.6M for FY2025–FY2026; Board disclosed external security study; not directly applicable to Washington, but signals disciplined governance response .
- Say-on-pay: 2024 approval at 45.6% triggered responsive program changes; continued monitoring advised .
- Hedging/Pledging: Prohibited, reducing alignment risks; clawback policy in place .
- Dual-role: Washington’s executive-plus-director status is mitigated by Lead Independent Director structure and fully independent key committees .
Investment Implications
- Alignment and retention: Washington’s COFO package blends performance equity (PRSUs and performance options) and increased ownership requirements, indicating tight linkage to profitable growth, margin expansion, and AI/Agentforce execution—supportive for long-term value creation .
- Near-term vesting dynamics: FY2026 awards introduce incremental performance gates before vesting, tempering immediate insider selling pressure; RSU time-based vesting provides retention continuity but requires monitoring post-vesting patterns via Forms 4 .
- Governance quality: Dual-role concerns are mitigated by robust independent oversight; Board’s responsiveness (peer group reset, incentive redesign) after a weak say-on-pay vote reduces compensation risk premia and signals improved shareholder alignment .
- Execution risk: Washington’s combined operational and financial mandate centralizes accountability for margin and growth; performance metric structures (Margin & Growth, TSR, Agentforce/Data Cloud adoption) create measurable triggers investors can track against Company disclosures .