Salesforce Shareholders Vote Against Benioff and Executive Pay

The board had urged shareholders to vote for the resolution. But two shareholder advisory firms, Glass Lewis and Institutional Shareholder Services, both recommended investors vote against the measure.

For fiscal 2024, Benioff received total compensation of $39.6 million, up from $29.9 million the year before. While Benioff’s salary remained flat at $1.55 million, he received additional stock and option awards and compensation under a non-equity incentive plan, according to the proxy statement. The most recent amount also included security fees that had not previously been charged to the company.

In January, the board’s compensation committee awarded Benioff a second long-term equity award worth $20 million, recognizing the company’s “successful transformational actions and strong financial performance during the year,” among other factors.

Glass Lewis wrote in its recommendation that “shareholders may reasonably be wary of the large discretionary stock grants” made to Benioff in January, adding that there was a “lack of fully compelling rationale” behind the grants.

Benioff was already one of Salesforce’s largest shareholders, with a more than 2% stake valued at nearly $6 billion. Glass Lewis said in its proxy statement that the restricted stock units and additional performance-based stock options were “unwarranted” because his interests were already aligned with those of shareholders.

The vote at the annual meeting is not binding.

“Our compensation committee, which is responsible for designing and administering our executive compensation program, values ​​the views expressed by our stockholders and will consider the outcome of this vote when making future executive compensation decisions,” Salesforce’s board of directors said in the company’s proxy statement.

The company declined to comment.

Salesforce shares rose 67% in the fiscal year ended Jan. 31, the best performance since 2011.

Net income jumped to $4.1 billion in the fiscal year from $208 million a year earlier, while revenue rose 11% to $34.9 billion from $31.4 billion. In January 2023, Salesforce announced plans to lay off 10% of its employees after activist investors began buying up stakes and demanding a better balance between profits and growth. Salesforce said in February it would begin paying a dividend to shareholders.

Salesforce shares are down 2.6% year to date.