Sabastian Niles
SalesforceAbout Sabastian Niles
Sabastian Niles is President & Chief Legal Officer of Salesforce (CRM), overseeing global Legal and Corporate Affairs, including Government Affairs, Public Policy, the Office of Ethical and Humane Use of Technology and Responsible AI; he joined Salesforce in 2023 after serving as a partner at Wachtell, Lipton, Rosen & Katz, and holds a J.D. from Harvard Law School and undergraduate degrees in Economics, Finance, and Decision & Information Sciences from the University of Maryland . He commenced employment on July 31, 2023, and as of 2025 he is also Corporate Secretary, signing Salesforce’s April 24, 2025 proxy and numerous 8-Ks . Public records list his age as 46 (born September 1979) . For context on company performance during his tenure, Salesforce’s FY2024 revenue was $34.9B (+11% y/y), GAAP operating margin 14.4% (vs. 3.3% prior year), non-GAAP operating margin 30.5% (vs. 22.5%), diluted EPS $4.20 (vs. $0.21), operating cash flow $10.2B (+44% y/y), and RPO $56.9B (+17% y/y) . The executive PRSU program uses three-year relative TSR (target at 60th percentile) and non-GAAP operating margin; the FY2021 PRSUs paid 0% (TSR at 21st percentile) prior to Niles’ arrival .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wachtell, Lipton, Rosen & Katz | Partner (M&A, governance, activism defense) | Not disclosed | Advised CEOs/boards on governance, M&A, enterprise risk, and stakeholder engagement; recognized as a leading attorney |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aspen Institute Business & Society | Board of Advisors | Current | Business-society thought leadership and governance engagement |
| Literacy Partners | Director (non-profit) | Current | Family/adult literacy and education advocacy |
| American College of Governance Counsel | Elected Fellow | Current | Corporate governance expertise |
| John L. Weinberg Center for Corporate Governance (Univ. of Delaware) | Member | Current | Corporate governance practice/policy |
| Columbia Law School Millstein Center | Advisory Board | Current | Corporate governance and strategy advisory |
Fixed Compensation
| Metric | FY2024 | FY2025 (Target) |
|---|---|---|
| Base Salary ($) | 900,000 | 900,000 |
| Target Bonus (% of Salary) | 100% | 125% |
| Actual Bonus Paid ($) | 456,164 (pro-rated) | — |
One-Time/Other Cash
| Item | Amount | Terms |
|---|---|---|
| New-hire sign-on bonus | 3,000,000 | Paid upon hire; pro-rata repayment if resigns/terminated for cause within 2 years |
Performance Compensation
Annual Performance Bonus (Company Metrics and FY2024 Payouts)
| Measure (Weight) | FY2024 Target | FY2024 Actual | Attainment/Payout |
|---|---|---|---|
| Revenue (90% combined financial weighting across 3 measures) | 34,705 ($mm) | 34,857 ($mm) | 100.4% |
| Operating Cash Flow | 8,320 ($mm) | 10,234 ($mm) | 123.0% |
| Non-GAAP Income from Operations | 9,370 ($mm) | 10,689 ($mm) | 114.1% |
| ESG (10% total; 2 equality + 2 sustainability objectives) | Binary targets | 2 below/2 exceeded | Weighted 5.0% |
| Company Formulaic Result | — | — | ~118% (capped at 100%) |
| Niles Actual Bonus | — | — | Paid at 100% of pro-rated target = $456,164 |
Notes: Individual performance multiplier can adjust up to 125%, but FY2024 NEO payouts were at 100% due to the plan cap .
Long-Term Incentives – Program Design
| Metric | Weighting | Target | Actual/Status | Vesting |
|---|---|---|---|---|
| Relative TSR vs. Nasdaq-100 (three-year) | 50% | 60th percentile for target | Final payout 0–200% at end of 3 years; capped at 100% if absolute TSR negative | Cliff at 3 years (subject to service) |
| Non-GAAP Operating Margin (annual goals averaged over three years) | 50% | FY2024 target 27.0% | FY2024 tranche = 185% (actual 30.5%) | Cliff at 3 years (subject to service) |
Niles Equity Grant Detail (New-Hire FY2024 and Annual FY2025)
| Grant | Grant Date | Instrument | Threshold/Target/Max Shares (#) | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|---|---|
| New-hire PRSU 1 | 08/22/2023 | PRSUs | 2,030 / 8,124 / 16,248 | 1,679,718 | 3-year performance (TSR + operating margin); earned PRSUs eligible to vest Sep 2026, subject to service |
| New-hire PRSU 2 | 08/22/2023 | PRSUs | 3,046 / 12,185 / 24,370 | 2,980,695 | Same as above |
| New-hire RSUs | 08/22/2023 | RSUs | 26,601 | 5,500,023 | 25% on first anniversary; remainder in 12 equal quarterly installments thereafter (service-based) |
| FY2025 LTI (target) | 03/22/2024 | PRSUs | — | 5,000,000 | 50% PRSUs, 50% RSUs for other NEOs |
| FY2025 LTI (target) | 03/22/2024 | RSUs | — | 5,000,000 | Annual program; values set between 50th–75th percentile of peers |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (3/31/2024) | 0 shares beneficially owned; <1% of class |
| Outstanding unvested RSUs (1/31/2024) | 26,601 shares; market value $7,477,275 |
| Outstanding unearned PRSUs (1/31/2024) | 24,370 and 16,248 shares; market/payout values $6,850,163 and $4,567,150 |
| Stock ownership guidelines (pre-Mar 2025) | Executive Officers: 1.5x base salary; options/unvested awards excluded |
| Stock ownership guidelines (amended Mar 2025) | Executive Officers: 3x base salary; compliance by later of Mar 27, 2030 or 5th anniversary; 100% net shares hold until compliant; unexercised options/unvested or unearned equity excluded |
| Compliance statement | All NEOs in compliance with amended guidelines via holdings or defined compliance periods |
| Hedging/pledging | Hedging and pledging prohibited for Executive Officers and directors |
| Clawback policy | NYSE/SEC-compliant clawback adopted in 2023 (restatement-based recovery) |
Employment Terms
| Scenario (as of 1/31/2024) | Cash (Salary+Bonus) | Benefits Continuation | Equity Acceleration | Total (Illustrative) |
|---|---|---|---|---|
| Change in Control (no termination) | — | — | 2,207,681 | 2,207,681 |
| Qualifying termination in connection with Change in Control (double-trigger) | 2,700,000 | 55,599 | 16,895,758 | 19,651,357 |
| Death | — | — | 5,000,000 (cap) | 5,000,000 |
| Termination without cause (non-CIC) | 1,800,000 (12 monthly installments) | — | — | 1,800,000 |
Additional terms:
- Standard CIC/Retention Agreement for Executive Officers provides 150% of salary+target bonus, up to 18 months of healthcare premiums, and full acceleration of unvested equity on qualifying termination within three months before or 18 months after a change in control; payments are subject to best-net “cut-back” to avoid 280G excise tax if beneficial .
- PRSUs upon CIC: become “eligible PRSUs” based on actual TSR and, as applicable, operating margin results to date (or target for periods not complete); prorated vesting at CIC date with remaining eligible PRSUs vesting quarterly over the original performance period, subject to continued service or acceleration on qualifying termination under the CIC agreement .
Investment Implications
- Pay-for-performance alignment: For FY2024, Niles’ cash bonus funded at 100% (capped) despite ~118% formulaic result; his long-term equity is split between PRSUs (TSR and operating margin) and RSUs, with PRSU target requiring TSR outperformance at the 60th percentile and FY2024 operating margin tranche paying 185%—linking outcomes to relative returns and profitability .
- Retention and potential selling pressure: The new-hire RSUs vest quarterly after the first-year cliff, creating recurring vest events; PRSUs are eligible to vest in September 2026, which could concentrate liquidity windows around those dates, subject to trading policies and plans .
- Risk controls and alignment: Prohibitions on hedging/pledging, enhanced stock ownership requirements (3x salary), and a restatement-based clawback reduce governance red flags and strengthen alignment; policy provides double-trigger CIC protection rather than single-trigger cash or automatic vesting, balancing retention with shareholder interests .
- Severance economics: Outside CIC, Niles’ severance equals one year of salary plus target bonus (paid in 12 monthly installments), which is moderate relative to market norms, while CIC terms follow standard Salesforce NEO frameworks with 1.5x multiple and full equity acceleration on qualifying termination .
Net: Compensation is heavily at-risk with explicit relative TSR and profitability hurdles. Upcoming vesting schedules suggest identifiable windows for equity delivery, while tightened ownership/anti-hedging policies and a robust clawback framework support investor alignment .