2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 152 PSEG RR DONNELLEY S&P GLOBAL, INC. SALESFORCE.COM, INC. Nominees andElection 24 PSEG2018ProxyStatement Ability and Diversity TheBoard believes that a nominee for director should be selected on the basis of the individual’s ability, diversity of background and experience and soundness of judgment, from among candidateswith an attained position of leadership in their field of endeavor.As noted above, amajority of theBoardmust consist of independent directors in accordancewith ourPrinciples and NYSE requirements. TheBoard is guided by its consideration of how to best enhance its capability to oversee the affairs of theCompany. It analyzes the skills it believes are necessary for effective governance of a leading company in our industry and the particular attributes and abilities of each individual.TheBoard does not believe that adopting arbitrary or inflexible policies or requirementswill achieve that purpose.Rather it looks to promote better governance through amore dynamic examination and understanding of its members’ abilities tomeet evolving challenges. It values themix of skills and experience, independence frommanagement, fresh perspectives and seasoned knowledge that collectively help to guide theCompany. 9 Diversity Diversity is a factor for consideration of nominees for director pursuant to the diversity policy contained in ourPrinciples and the charter of theCorporateGovernanceCommittee. In considering diversity, theCorporateGovernanceCommittee utilizes a broadmeaning to include not only factors such as ethnicity and gender, but also background, experience, leadership positions, skills, accomplishments, financial expertise, professional interests, personal qualities and other traits desirable in achieving an appropriate group of qualified individuals.TheCorporateGovernanceCommittee considers and assesses the effectiveness of this policy in connectionwith the annual nomination process to assure theBoard contains an effectivemix of people to best further our long-term business interests. TheBoard recognizes the value to theCompany of directorswith varied backgrounds.Among other attributes, ethnic and gender diversity brings to the boardroom a range of experiences and perspectives that enhance theBoard’s role inmanagement oversight and strategic planning.Similarly, refreshment of theBoard brings new ideas and viewpoints and tenure is considered in light of our current policy to limit a director’s term of service following attainment of age 75. Demographic Background WillieA.Deese WilliamV.Hickey Ralph Izzo ShirleyAnn Jackson DavidLilley BarryH.Ostrowsky ThomasA.Renyi HakCheol (H.C.)Shin Richard J.Swift SusanTomasky AlfredW.Zollar BoardTenure 2 17 11 17 9 - 15 10 24 6 6 Diversity Gender 3 3 Ethnic 3 3 3 3 Age 62 73 60 71 71 67 72 60 73 65 63 Refreshment and Tenure TheCorporateGovernanceCommittee is very aware of the benefits of the refreshment ofBoardmembers to assure that new perspectives and ideas are considered. In selecting individuals for ourCompany,with its long investment horizon, theCorporate GovernanceCommitteeweighs the need for both director refreshment and institutionalmemory. It believes that the appropriate mix of varied levels of tenure and experience can helpmitigate risk.We also refreshBoard committees through rotation of memberships, as noted underCommitteeMembership. TheCorporateGovernanceCommittee does not believe it is appropriate to set absolute term limits on the length of a director’s term, but rather seeks to achieve a balance in the longevity of service through appropriateBoard refreshment.Directorswho have served on theBoard for an extended period of time are able to provide valuable insight into the operations and future of the Company based on their experiencewith and understanding of our history, policies and objectives. TheCorporateGovernanceCommittee is cognizant of themany years of service of someBoardmembers. In evaluating that factorwhenmaking its nominating recommendations, it believes that average tenure is a bettermeasure than the individual time Total of 02 pages in section Proposals 1. ELECTION OF DIRECTORS ThefollowinginformationaboutthebusinessbackgroundofeachpersonnominatedbytheBoardofDirectors(the“Board”)hasbeen furnishedtotheCompanybythenomineesfordirector.Eachdirectorwillserveuntilthenextannualmeetingofstockholdersanduntila successoriselectedandqualified,oruntilsuchdirector’searlierresignation,removal,ordeath.Mr.Katzhasdecidednottostandforre- electionattheannualmeeting. Describedbelowarecertainindividualqualifications,experiencesandskillsofourdirectorsthatcontributetotheBoard’seffectivenessas awhole. GlobalBusiness 88% (7outof8 membersof the Board) Tenure Director Independence Financial 88% (7outof8 membersof the Board) 75% (6outof8 membersof the Board) Strategy 38% (3outof8 membersof the Board) Leadership 100% (8outof8 membersof the Board) 88% (7outof8) 4 yrs average tenure Governance 50% (4outof8 membersof the Board) BoardDiversity 4-7 years 8+ years 1-3 years BoardSkills 2 5 5 14 2 2 2 1 ThisproxystatementisissuedbyRRDinconnectionwiththe2018AnnualMeetingofStockholdersscheduledforMay17,2018.Thisproxy statementandaccompanyingproxycardarefirstbeingmailedtostockholdersonoraboutApril9,2018. ProposalsBoardDiversity4yrsaveragetenureTenureDirectorIndependence88% (7 outof8)BoardSkillsFinancial88% (7 outof8membersoftheBoard)GlobalBusiness75%(6outof8membersoftheBoard)Governance50%(4outof8membersoftheBoard)leadership100%(8outof8membersoftheBoard)Sales&Marketing38%(3outof8membersoftheBoard)Strategy56%(5outof8membersoftheBoard)1-3years212224-7years558+years14 1 RRD 2018NoticeofMeetingandProxyStatement DIRECTORSANDCORPORATEGOVERNANCE DIRECTORS AND CORPORATE GOVERNANCE Board and Corporate Governance Highlights Salesforce has a Board of highly experienced directors who have led, advised and established many of the premier companies of Silicon Valley and other leading global organizations. Our Board has taken a thoughtful approach to board composition to ensure that our directors have backgrounds that collectively add significant value to the strategic decisions made by the Company and that enable them to provide oversight of management to ensure accountability to our stockholders. Our directors have extensive backgrounds as entrepreneurs, technologists, operational and financial experts, investors, advisors and government leaders. In addition, we have worked hard to strike the right balance between long-term understanding of our business and fresh external perspectives, as well as to ensure diversity within the boardroom. We discuss the qualitative elements of our Board in the “Board Members” section below, and a summary of key quantitative metrics for our current Board membersisasfollows: 59% 8% 33% Tenure <6years 6-12years >12years 83% 17% Independence Independent Non-Independent 58% 42% Diversity Gender&EthnicDiversity In addition to a strong, independentBoard,wearecommittedto acorporategovernancestructurethatpromotes long-termstockholder value creation by providing the right leadership structure and composition of the Board and providing our stockholders with both the opportunity to provide direct feedback and key substantive rights to ensure accountability. Key highlights of our Board and corporate governanceprofilearesetforthbelow: Corporate Governance Best Practices ✓ BoardComposedof83%Independent Directors ✓ CommitmenttoBoardRefreshment(SevenNew DirectorsinPastFiveYears) ✓ LeadIndependent DirectorwithExpansiveDuties ✓ AnnualElectionofDirectors ✓ MajorityVotingforDirectors ✓ ProxyAccessRight ✓ RigorousDirectorSelectionandEvaluationProcess ✓ LimitonOutsideDirectorships ✓ FullyIndependent Committees ✓ ComprehensiveRiskOversightbyFullBoardand Committees ✓ InFiscalYear2018,WeEngagedwithHoldersofa MajorityofOurOutstandingShares ✓ StockOwnershipPolicyforDirectorsandExecutive Officers ✓ DiverseBoardinTermsofGender,Ethnicity,Experience, SkillsandTenure ✓ RegularExecutiveSessionsofIndependent Directors 2018 Proxy Statement 3 BOARDOFDIRECTORSANDCORPORATEGOVERNANCE BOARDOFDIRECTORSANDCORPORATEGOVERNANCE TheCompany’sbusinessandaffairsareoverseenbyourBoardpursuanttotheNewYorkBusinessCorporation LawandourRestatedandAmendedCertificateofIncorporationandBy-Laws.Wecurrentlyhave12Directors whoareallbeingnominatedatthisAnnualMeetingforone-yearterms,whichwillexpireattheAnnualMeet- ingin2019.(SeeItem1onpage92.) GovernanceHighlights Accountability BoardIndependenceand Refreshment CompensationandRisk Management Annualelections fordirectors. IndependentChairman ofthe Board. EquityOwnershipRequirements fordirectorsandexecutive officers. Majorityvoting inuncontested directorelections. AllnomineesexceptourCEOare independent . “Doubletrigger”vesting of equity-basedawardsupona changeincontrol. Specialmeetingrights for shareholdersholding25%ormore ofthevotingstock. Executivesessions ofindependent directors everyBoardmeeting . Payrecoverypolicy or “clawback” applicableto executivesandemployeesunder CompanypolicyandS&PGlobal Ratingspolicy. Proxyaccess rightfora shareholderoragroupofupto20 shareholdersholdingatleast3%of ouroutstandingsharesforatleast threeyearstonominateuptotwo directorsor20%oftheBoard, whicheverisgreater. Ournomineeshavean average tenureof6.5 yearsandhalfofour nomineeshavebeenmembersof theBoardforfiveyearsorless. Anti-hedgingandanti-pledging policy fordirectorsandexecutive officers. Annualperformanceevaluations of theBoardandeachcommittee. Retirementage preventsdirectors fromstandingforre-electionafter reachingage72. Riskoversight ,including successionplanning,bytheBoard andcommittees. Snapshot:BoardofDirectors < 55 56 -65 66+ 0 Age Tenure (6.5YearAverage) 5 1 2 3 4 Gender 33.3% Women 66.7% Men 6Directors ≤5years 3Directors 6 -10years 3Directors 10+years 2018ProxyStatement 7