2018 Guide to Effective Proxies
6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 406 CEO PAY RATIO CEO PAY RATIO The fiscal 2018 total compensation of the median employee, based on compensation of all employees who were employed as of November 1, 2017, other than our CEO Marc Benioff, was $155,284. Mr. Benioff’s fiscal 2018 annual total compensation was $4,653,362. The ratio of these amounts (our “Pay Ratio”) in fiscal 2018 was 1-to-30. The fiscal 2018 Pay Ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described herein. First, we collected employee compensation data using salary, cash bonuses, equity compensation and commissions as our “consistently applied compensation measures” for purposes of the Pay Ratio. Second, we identified our employee population as of November 1, 2017 based on our payroll records. Finally, we identified the median compensated employee (“Median Employee”) and calculated his or her total compensation consistent with the compensation for our CEO in accordance with SEC rules and as reflected in the Summary Compensation Table on page 35, the details of which are set forth in the table below: Employee Fiscal Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compens- ation ($) All Other Compens- ation ($) Total ($) CEO 2018 1,550,000 0 0 0 3,100,000 3,362 4,653,362 Median Employee 2018 131,758 6,503 0 0 17,023 0 155,284 The SEC’s rules for identifying the Median Employee and calculating the Pay Ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the Pay Ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In calculating our Pay Ratio, we did not annualize the compensation of any employees nor did we make use of any of the exclusions allowed under SEC rules. Important Note on Fiscal 2018 Pay Ratio. As more fully discussed on page 28, our fiscal 2018 total compensation for all NEOs, including our CEO, was significantly impacted by (that is, was atypically low due to) the change in timing of our annual equity award cycle. This timing change resulted in no annual equity awards being granted in fiscal 2018. Neither our Median Employee nor our CEO received equity awards in fiscal 2018 for this reason. As a result, given the atypically low compensation amounts for our NEOs in fiscal 2018, we note, as supplemental disclosure, that if the compensation amounts used to determine our fiscal 2018 Pay Ratio included the grant date fair value of the fiscal 2019 equity awards granted to our CEO and to our Median Employee, our fiscal 2018 Pay Ratio would have been 1-to-130. Fiscal 2019 equity awards will be taken into account in determining the fiscal 2019 pay ratio (which will be reported in the 2019 Proxy Statement). 34 2018 Proxy Statement SALESFORCE.COM, INC.
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