Salesforce recently faced backlash from investors regarding their compensation plan for top executives, particularly CEO Marc Benioff. In a surprising turn of events, shareholders voted against the resolution to approve the compensation, with 404.8 million votes against and only 339.3 million in favor, as per a regulatory filing on Monday following the annual meeting. The board had encouraged shareholders to support the resolution, but recommendations from shareholder advisory firms such as Glass Lewis and Institutional Shareholder Services advised against it. This clearly reflects a lack of alignment between what the board proposed and what the shareholders believed was appropriate.
One of the key concerns raised by shareholder advisory groups was the significant equity awards granted to CEO Marc Benioff. For the 2024 fiscal year, Benioff’s total pay amounted to $39.6 million, a substantial increase from the previous year’s $29.9 million. While Benioff’s salary remained unchanged at $1.55 million, he received additional stock and option awards, as well as nonequity incentive plan compensation. The proxy statement also revealed security fees that had not been invoiced to the company before. Furthermore, the board’s decision to grant Benioff a second long-term equity award worth $20 million was met with skepticism, as it lacked a clear rationale, according to Glass Lewis. The advisors expressed concerns about the discretionary nature of the equity grants and questioned their necessity, considering Benioff’s already significant stake in Salesforce valued at close to $6 billion.
Glass Lewis pointed out that Benioff’s interests were already closely aligned with those of shareholders, given his substantial holdings in Salesforce. Therefore, the additional performance-based restricted stock units and stock options were deemed “unwarranted” by the advisory firm. The lack of a convincing explanation for the equity grants further fueled suspicions among investors about whether the compensation plan truly reflected the company’s performance and shareholder interests. The disconnect between the board’s decision-making process and investors’ expectations raises questions about transparency and accountability in executive compensation practices at Salesforce.
It is important to note that the vote on the compensation plan is nonbinding, meaning that the board is not legally obligated to revise it based on shareholder feedback. However, Salesforce’s board acknowledged the significance of the vote in their proxy statement, stating that they would consider the outcome when making future executive compensation decisions. This indicates a willingness to address shareholder concerns and potentially reassess the current compensation structure for top executives. The board’s response to the vote could set a precedent for future shareholder engagements and impact the company’s reputation among investors.
Despite the controversy surrounding executive compensation, Salesforce reported strong financial performance in the 2024 fiscal year. The company’s shares rose by 67%, marking the strongest performance since 2011. Net income soared to $4.1 billion from $208 million the previous year, while revenue also increased by 11% to $34.9 billion. However, Salesforce’s decision to lay off 10% of its employees in January 2023, following pressure from activist investors, has raised concerns about the company’s commitment to its workforce. Additionally, the announcement of a dividend for shareholders in February indicated a shift in the company’s financial strategy.
Salesforce’s compensation controversy sheds light on the challenges of balancing executive pay with shareholder interests and corporate performance. The vote against the compensation plan underscores the need for greater transparency and accountability in executive compensation practices. Moving forward, Salesforce will have to carefully consider investor feedback and reassess its compensation structure to restore trust and confidence among shareholders.
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