Salesforce, Inc. CRM

21% shingled-prose overlap between the two filings.

2025: 105,920 chars · 2026: 115,031 chars

• Pay Ratio (Item 402(u)):62% overlap (1,935 → 1,935 chars)
• Say-on-Pay proposal:0% overlap (25,000 → 25,000 chars)

• changedThis Compensation Discussion and Analysis describes our executive compensation program for our Named Executive Officers (“NEOs”), including our executive compensation policies and practices and the corresponding pay decisions for our NEOs for and during fiscal 2026 2025(February 1, 2025 2024to January 31, 2026) 2025)and the key factors the Compensation Committee considered in making those decisions.
• changedFor fiscal 2026, 2025,our NEOs were:
• changed•Marc Benioff, our Chair of the Board and Chief Executive Officer (“CEO”) (“CEO”);
• new•Robin Washington, our President and Chief Operating and Financial Officer (“COFO”)
• changed•Srinivas Tallapragada, our President and Chief Engineering and Customer Success Officer Officer;and
• new•Miguel Milano, our President and Chief Revenue Officer
• changed•Parker Harris, our Co-founder and Chief Technology Officer, Slack Slack;
• new•David Schmaier, our President and Chief Strategy Officer1
• changed•Amy Weaver, our former President and Chief Financial Officer2 Officer(“CFO”);
• changedFiscal 2026 2025Performance Highlights & Profitable Growth Strategy
• changedIn fiscal 2026, 2025,we continued to transform our Company and delivered strong, profitable performance across all key metrics.
• changedWe reached several milestones, including revenue of $41.5 $37.9billion and operating cash flow of $15.0 $13.1billion, the highest in the Company's history.
• changedWe also ended fiscal 2026 with delivereda record $72.4 $63.4billion in Remaining Performance Obligation, which represents all future revenue under contract yet to be recognized, signifying the strength of our revenue pipeline.
• changedThis builds on our efforts over the last three years to drive greater operational efficiency and discipline across our business resulting in fiscal 2026 2025GAAP operating margin of 20.1%, 19%,a 110-basis 460-basispoint increase from the prior year and a 1,680-basis 1,690-basispoint increase over three years, and fiscal 2026 2025non-GAAP operating margin of 34.1%, 33%,a 110-basis 250-basispoint increase from the prior year and a 1,160-basis 1,430-basispoint increase over three years.3
• newThese financial results were fueled by our unparalleled innovation as we have transformed Salesforce to become the operating system for the Agentic Enterprise, bringing humans and agents together on one trusted platform.
• newWe have rebuilt our platform to convert the raw intelligence of LLMs into real work, that drives revenue, reduces costs and scales reliably to power the transition to the agentic enterprise for our customers and ourselves.
• newWhile maintaining our signature three-release cadence for the core platform, our continuous delivery model for Agentforce 360 allows us to meet the velocity of the AI era, driving adoption of Agentforce and Data 3604 across our platform.
• new1 Mr. Schmaier’s status as an executive officer, as defined under SEC regulations, ceased in June 2025.
• newHe is included as a named executive officer for fiscal 2026 to comply with SEC disclosure rules applicable to certain former executive officers.
• new2 During fiscal 2026, Ms. Weaver served as our President and Chief Financial Officer until March 20, 2025.
• new4 Data 360 was previously referred to as “Data Cloud.”
• changedSalesforce, Inc.392026 Inc.372025Proxy Statement
• newWe also saw continued success in our Agentforce and Data 360 offerings, with fiscal 2026 ARR exceeding $2.9 billion, up over 200% Y/Y, including $1.1B Informatica Cloud ARR and $800 million Agentforce ARR, up 169% Y/Y.
• newIn fiscal 2026, Data 360 ingested 112 trillion records, up 114% Y/Y, including 53 trillion via Zero Copy, up 310% Y/Y, and processed 18 terabytes of unstructured data.
• newIn the fourth quarter of fiscal 2026, we introduced Agentic Work Units (“AWUs”) to measure tasks accomplished by an AI Agent, with 2.4 billion AWUs delivered to date as of the fourth quarter of fiscal 2026 across Agentforce and Slack.
• newLooking ahead to fiscal 2027 and beyond, we are confident in our plan and progress building the operating system for the Agentic Enterprise, and we feel energized about the impact of our first-in-industry capabilities, Agentforce and Data 360 customer momentum, and our significantly expanded addressable market as we bring humans, agents, apps, and data together to redefine how work gets done.
• newThis transformation is the cornerstone of our long-term value creation strategy, underpinning our commitment to reach over $63 billion in revenue by fiscal 2030, while maintaining a disciplined focus on our Profitable Growth Framework.
• newCombined with our rigorous focus on free cash flow generation and balanced capital allocation strategy, we are confident that we are well positioned to deliver on our long-term revenue target and Profitable Growth Framework.
• newRevenue(Four-Year CAGR: 12%)Operating Cash Flow(Four-Year CAGR: 26%)Remaining Performance Obligation(Four-Year CAGR: 13%)
• changedSalesforce, Inc.402026 Inc.382025Proxy Statement
• changedFiscal 2026 2025Executive Compensation Program Highlights
• newFollowing a comprehensive structural review and extensive stockholder engagement, the Compensation Committee redesigned our fiscal 2026 executive compensation program.
• newThis redesign directly aligns our NEO incentives with our core strategy: driving profitable growth, maintaining operational discipline, and accelerating the adoption of agentic AI.
• newSalesforce has undergone a profound transformation.
• newAs AI reshapes the enterprise software landscape, we have rebuilt Salesforce to serve as the operating system for the Agentic Enterprise.
• newWhile broader industry dynamics and shifting technology stacks have impacted valuations across the sector, Salesforce remains hyper-focused on delivering customer success through AI innovation and adoption to create long-term stockholder value.
• newWe believe that as AI moves closer to where work happens, the Salesforce platform becomes increasingly indispensable to our customers and valuable to our stockholders.
• newTo reinforce our strategy and respond to stockholder feedback, the fiscal 2026 executive compensation program is majority performance-based, ensuring our NEOs are held accountable for both operational excellence and market outperformance.
• new•Performance-Based Stock Options: Tied directly to Agentforce & Data 360 ARR.5 This ensures pay is linked to the adoption of AI technologies that are core to our future growth, while requiring absolute stock price appreciation to realize value.
• new•Performance-Based RSUs: Earned based on subscription and support revenue growth, non-GAAP operating margin, and relative TSR.
• newThis creates balanced accountability for top-line scale, bottom-line efficiency, and stockholder returns relative to our peers.
• new•Annual Bonus Program: Funded based on subscription and support revenue and non-GAAP operating income, with a strategic modifier tied to Agentforce adoption and customer success and retention.
• newIn sum, this redesign ensures that executive incentives are earned through the successful execution of our AI transformation and the delivery of sustained, long-term stockholder value.
• new5 Agentforce & Data 360 ARR was previously referred to as “Data Cloud & AI ARR.”
• changedSalesforce, Inc.412026 Inc.392025Proxy Statement
• newKey highlights of the fiscal 2026 program for our NEOs are detailed in the following table.
• newOur NEO Compensation Program Drives Pay-for-Performance and Alignment with StockholdersEvolving Incentives for our AI-Driven TransformationAs previewed in our 2025 Proxy Statement, the Compensation Committee redesigned our fiscal 2026 incentive program to accelerate our AI-driven transformation.
• newWe have strengthened the link between executive pay and our Agentforce and Data 360 objectives through three main actions.•Strategic Performance Options: Introduced performance-based stock options (“PSOs” or “performance options”) for all NEOs directly tied to the execution of our fiscal 2026 Agentforce and Data 360 strategy.
• newPSOs provide value to NEOs if we achieve the performance targets and generate stock price appreciation above the $280.62 strike price.•Balanced PRSU Metrics: Added a “margin and growth” component to our performance-based restricted stock unit (“PRSU”) program to ensure a disciplined approach to growth, while retaining a Relative TSR metric and an absolute TSR cap to align with stockholder returns.•High-Impact Bonus Structure: Redesigned the annual bonus program to prioritize efficiency and growth.
• newThe new structure also includes a strategic multiplier aligned to our strategic priorities for a given fiscal year and an increased funding cap (150%, up from 100%) to incentivize and reward significant outperformance, while maintaining our philosophy of restraint in applying discretion.Rigorous Performance Targets and SafeguardsFiscal 2026 performance targets are aligned with our operating plan and long-term strategy and include disciplined payout structures that prioritize sustainable stockholder value creation.
• new•Stringent Target Setting: Existing metrics were set above both fiscal 2025 targets and actuals.
• newNew metrics—including Subscription and Support Revenue Growth and Agentforce & Data 360 ARR—were aligned with our published (or implied) fiscal 2026 guidance.•Relative TSR Rigor: Target payouts for relative TSR PRSUs require 60th-percentile outperformance.
• newFurthermore, payouts are capped at target (100%) if absolute TSR is negative, regardless of relative performance.High Performance-Based Equity MixWe continue to weight executive equity heavily toward performance-based vehicles to ensure maximum alignment with results.•CEO Equity: The CEO’s fiscal 2026 long-term equity award, granted in March 2025, remains 100% performance-based, consisting of 67% PRSUs and 33% performance options.
• new•NEO Equity: For our other NEOs, 50% of the equity mix is performance-based, weighted at 37% PRSUs and 13% performance options.Market-Leading Stock Ownership RequirementsTo further align executive interests with long-term stockholder value, we significantly increased stock ownership guidelines.
• new•CEO Requirement: Increased to 10x annual base salary, up from the previous requirement of the lesser of 4x annual base salary or 112,000 shares.•Executive Officer Requirement: Ownership requirements for all other Executive Officers have doubled to 3x annual base salary, up from the previous 1.5x requirement.
• changedSalesforce, Inc.422026 Inc.402025Proxy Statement
• changedStockholder Engagement, Board Actions, Actionsand Program Evolution
• newEngaged with holders of>60%of our outstanding stockEngaged in discussions with18of our Top 20 stockholdersDirectors led discussions with14of our Top 20 stockholders
• newStockholder Engagement and Say-on-Pay
• newOur Board and our Compensation Committee deeply value the continued interest and feedback from our stockholders on our executive compensation program.
• newWe conduct ongoing outreach and engagement with our stockholders throughout the year.
• newOur Investors Relations team regularly meets with investors, prospective investors, and investment analysts.
• newOur Chief Executive Officer and other senior executives, as well as our Lead Independent Director and other Board members, participate in these meetings, as appropriate.
• newAs noted above, in fiscal 2026, we engaged in dialogue with holders of more than 60% of our outstanding stock through this program.
• newThis includes 18 of our top 20 investors (not including Mr. Benioff, our Chair and Chief Executive Officer), representing approximately 38% of our outstanding stock.
• newDirectors led discussions with 14 of our top 20 investors, representing approximately 34% of our outstanding stock.
• newWe discussed and solicited feedback from investors on various topics, including: investor priorities; corporate governance; company disclosures; company performance and business transformation; succession planning; executive and director compensation; human capital management; sustainability initiatives; policies, practices and governance for new products and technology, notably agentic AI; and stockholder proposals.
• newMany of our stockholders expressed appreciation for the key changes the Compensation Committee made to our fiscal 2026 executive compensation program before and after the 2025 Annual Meeting of Stockholders, several of which changes were directly responsive to stockholder feedback.
• newMany of our stockholders also expressed support for the program’s alignment with the Company’s strategic priorities and long-term plan, including through the inclusion of “north star” metrics and metrics focused on margin and top-line growth.
• newThese changes are described below under “—Key Changes to Our Fiscal 2026 Executive Compensation Program.”
• newSay-on-Pay.
• changedEvery year year,we provide stockholders with an opportunity to vote to approve our NEO compensation on an advisory basis.
• newWe carefully consider the level of voting support on our say-on-pay advisory vote as well as feedback from stockholders when evaluating our executive compensation program.
• newAt our 2025 Annual Meeting of Stockholders, approximately 77% of our stockholders supported our advisory say-on-pay vote, a significant year-over-year increase from the 46% support received at the 2024 Annual Meeting of Stockholders.
• newWhile the Compensation Committee is encouraged by this progress and views the results as a constructive foundation for the continued evolution of our executive compensation program design, we recognize that maintaining a high-performance compensation framework requires ongoing review and refinement.
• newThe Compensation Committee deeply values the perspectives of our investors and will continue to solicit and carefully consider stockholder feedback and the outcomes of future advisory votes on executive compensation, as done following the 2025 Annual Meeting of Stockholders, when evaluating our executive compensation program and making compensation decisions for our Executive Officers, including our NEOs.
• changedKey Changes to Our Fiscal 2026 Executive Compensation IncentiveProgram
• changedThe feedback and perspectives that we receive from receivedinmeetingswithstockholders provide leadinguptoandafterthe2024AnnualMeetingprovidedus with valuable and direct insight on our executive compensation program.
• newAfter carefully reviewing and considering stockholder feedback, the Compensation Committee, in consultation with the compensation consultant, made several key enhancements to strengthen the alignment of NEO pay with our strategy and objectives, incentivize rapid adoption of our Agentforce and Data 360 platforms, and accelerate profitable growth.
• newWe view these changes as an initial step in a multi-year recalibration that will continue to be informed by stockholder feedback and engagement.

More changes truncated for legibility. Open the filings on SEC for full prose.