SALESFORCE.COM, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnMarch 22, 2021 , the Compensation Committee (the "Committee") of the Board of Directors ofsalesforce.com , inc. (the "Company") approved cash bonuses pursuant to the Company's Gratitude Bonus Plan to Mr.Marc Benioff , our principal executive officer, Ms.Amy Weaver , our principal financial officer, and Messrs.Parker Harris ,Srinivas Tallapragada , andBret Taylor , each a named executive officer in the Company's 2020 Proxy Statement. The bonus amounts were based primarily on the achievement of specific corporate performance goals as well as individual performance during the Company's fiscal year 2021, fromFebruary 1, 2020 toJanuary 31, 2021 , net of mid-year bonus payouts made onSeptember 30, 2020 . The following table sets forth the bonus amounts to be paid on or aboutApril 15, 2021 to the Company's Named Executive Officers as approved by the Committee: Name Position Bonus Amount Marc Benioff (1) Chair of the Board and Chief Executive Officer$2,049,100 Amy Weaver (2) President and Chief Financial Officer$543,983 Parker Harris (3) Co-Founder and Chief Technology Officer$661,000 Srinivas Tallapragada (4) President and Chief Engineering Officer$627,950 Bret Taylor (5) President and Chief Operating Officer$661,000 (1) Mr. Benioff's mid-year bonus payout on September 30, 2020 was$775,000 . (2) Ms. Weaver's mid-year bonus payout on September 30, 2020 was$200,000 . (3) Mr. Harris's mid-year bonus payout on September 30, 2020 was$250,000 . (4) Mr. Tallapragada's mid-year bonus payout on September 30, 2020 was$237,500 . (5) Mr. Taylor's mid-year bonus payout on September 30, 2020 was$250,000 . Mr.Mark Hawkins , the Company's former President and Chief Financial Officer will also receive a cash bonus under the Gratitude Bonus Plan of$661,000 on or aboutApril 15, 2021 , pursuant to his transition agreement with the Company. His mid-year bonus payout onSeptember 30, 2020 was$250,000 . Also onMarch 22, 2021 , the Committee approved compensation arrangements forMr. Benioff ,Ms. Weaver , and Messrs. Harris, Tallapragada, and Taylor for fiscal year 2022 in the below amounts. The table below sets forth the annual base salary and annual target bonus for each of the foregoing executives that are effective as ofFebruary 1, 2021 . The bonus amounts will be determined based upon achievement of a mix of Company and individual performance objectives pursuant to the Company's Gratitude Bonus Plan. Annual Base Salary for Fiscal Year Annual Target Bonus for Name 2022 Fiscal Year 2022 Marc Benioff$1,550,000 200% Amy Weaver$1,000,000 100% Parker Harris$1,000,000 100% Srinivas Tallapragada$1,000,000 100% Bret Taylor$1,000,000 150% Additionally, onMarch 22, 2021 , the Committee approved stock option, restricted stock unit and performance-based restricted stock unit awards to the Named Executive Officers as set forth below. The stock options grant the right to purchase shares of common stock at a price of$215.17 , the fair market value on the grant date. Both the stock option and restricted stock unit grants are subject in each case to the Company's standard four-year vesting schedule. The performance-based restricted stock --------------------------------------------------------------------------------
units are subject to vesting based on a performance-based condition and a service-based condition, as described in more detail below.
Performance-Based
Name Stock Options (#) Restricted Stock Units (#) Restricted Stock Units (target #)
Marc Benioff 158,261 n/a 65,694
Amy Weaver 105,508 13,943 14,599
Parker Harris 105,508 13,943 14,599
Srinivas Tallapragada 105,508 13,943 14,599
Bret Taylor 131,884 17,429 18,249
The performance-based restricted stock unit awards granted to the Named
Executive Officers provide that, if the officer remains employed through April
15, 2024 , his or her shares will vest in a percentage of the target number of
shares shown above, between zero and 200 percent, depending on how the Company's
total shareholder return ("TSR") ranks over the three-year period from the grant
date (the "Performance Period"), relative to the companies in the NASDAQ-100
Index as of the grant date (the "Index Group "). If the Company's TSR over the
Performance Period is at the 60th percentile when ranked against the TSRs of the
companies in the Index Group , 100 percent of the target number of shares will be
eligible to vest. For every percentile by which the Company's TSR ranking within
the Index Group exceeds the 60th percentile, the number of shares eligible to
vest will increase by 2 22/39 percent of target, up to a maximum payout of 200
percent of target if the Company's TSR ranking is at the 99th percentile. For
every percentile by which the Company's TSR ranking within the Index Group is
below the 60th percentile, the number of shares eligible to vest will decrease
by 3 1/3 percent of target, with no payout if the Company's TSR ranking is below
the 30th percentile. Additionally, if the Company's absolute TSR over the
Performance Period is negative, in no event will the number of shares eligible
to vest exceed 100 percent of the target amount, even if the Company's TSR ranks
above the 60th percentile within the Index Group . Special vesting rules apply in
the event of a change of control.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 26, 2021 salesforce.com, inc.
/s/ TODD MACHTMES
Todd Machtmes
Executive Vice President and General Counsel© Edgar Online, source
