Business Context and Reporting Period
This Form 8-K filing by Salesforce, Inc. (salesforce.com, inc.) was submitted on March 22, 2019. The report details the approval of fiscal year 2019 performance bonuses and the establishment of compensation arrangements for fiscal year 2020 for the company's Named Executive Officers (NEOs) by the Compensation Committee of the Board of Directors.
Key Financial Metrics and Compensation Details
The filing does not provide company-wide financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. Instead, it focuses exclusively on executive compensation figures.
Fiscal Year 2019 Performance Bonuses
Approved on March 22, 2019, for payment on or about April 15, 2019, based on corporate and individual performance for the period February 1, 2018, to January 31, 2019 (net of mid-year payouts):
- Marc Benioff: $2,325,000
- Keith Block: $1,701,250
- Mark Hawkins: $675,000
- Parker Harris: $750,000
- Alexandre Dayon: $675,000
Fiscal Year 2020 Compensation Arrangements
Effective February 1, 2019, the following base salaries and target bonus percentages were approved:
| Executive | Annual Base Salary | Target Bonus % |
|---|---|---|
| Marc Benioff | $1,550,000 | 200% |
| Keith Block | $1,435,000 | 200% |
| Mark Hawkins | $1,000,000 | 100% |
| Parker Harris | $1,000,000 | 100% |
| Alexandre Dayon | $900,000 | 100% |
Equity Awards (Effective March 22, 2019)
Stock options, restricted stock units (RSUs), and performance-based RSUs were granted. Performance-based RSUs vest based on Total Shareholder Return (TSR) relative to the NASDAQ-100 Index over a three-year period, with a payout range of 0% to 200% of target.
| Executive | Stock Options | RSUs | Performance-Based RSUs |
|---|---|---|---|
| Marc Benioff | 195,872 | N/A | 74,391 |
| Keith Block | 146,904 | N/A | 55,794 |
| Mark Hawkins | 122,420 | 15,480 | 15,499 |
| Parker Harris | 134,662 | 17,028 | 17,048 |
| Alexandre Dayon | 36,726 | 4,644 | 4,650 |
Material Changes and Outlook
The filing does not report material changes to the company's financial condition or operations compared to prior periods. It does not contain forward-looking guidance, management commentary on market conditions, or specific risk factors beyond the standard vesting conditions of the equity awards.
Unusual Items: The filing notes specific vesting rules for performance-based RSUs in the event of a change of control, including pro-rated vesting and accelerated vesting provisions for qualifying terminations of employment.
Key Facts for Investor Verification
- Compensation Timing: Verify the actual payment date of the FY2019 bonuses, scheduled for approximately April 15, 2019.
- Performance Metrics: Review the specific corporate performance goals achieved in FY2019 that triggered the bonus payouts, as the filing states amounts were based on these goals but does not list the specific metrics.
- Equity Vesting Conditions: Confirm the TSR performance thresholds (60th percentile target, 30th percentile floor, 99th percentile cap) for the performance-based RSUs granted in March 2019.
- Change of Control Provisions: Assess the impact of the special vesting rules on executive retention and potential dilution in the event of a merger or acquisition.