Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On November 30, 2021, salesforce.com, inc. (the "Company") announced that Bret
Taylor had been appointed Vice Chair of the Board and Co-Chief Executive
Officer, effective November 30, 2021. Mr. Taylor will serve as Co-Chief
Executive Officer with Marc Benioff, the Company's Chair and Co-Chief Executive
Officer. In connection with this appointment, the Board of Directors (the
"Board") also appointed Mr. Taylor as a director of the Company, effective
November 30, 2021.
Mr. Taylor, age 41, has served as President and Chief Operating Officer of the
Company since December 2019. Prior to that, he served as our President and Chief
Product Officer from November 2017 to December 2019 and President, Quip from
August 2016 to November 2017. Mr. Taylor joined Salesforce through the
acquisition of Quip, Inc., where he was a co-founder and served as CEO since
September 2012. Previously, Mr. Taylor served as Chief Technology Officer of
Facebook, Inc. from August 2009 to July 2012 and Chief Executive Officer of
FriendFeed, Inc., a social network, from October 2007 to August 2009. From June
2007 to September 2007, Mr. Taylor served as an entrepreneur-in-residence at
Benchmark, a venture capital firm. Prior to June 2007, Mr. Taylor served as
Group Product Manager at Google Inc. Mr. Taylor currently serves as a director
of Twitter, Inc. He previously served on the Board of Directors of Axon
Enterprise, Inc. (formerly known as TASER International, Inc.), a protection
technologies company. Mr. Taylor holds a B.S. and an M.S. in Computer Science
from Stanford University.
In connection with his appointment as Co-Chief Executive Officer, Mr. Taylor's
base salary was increased from $1,000,000 to $1,400,000, effective as of
November 30, 2021, and his annual target bonus was increased from 150% to 200%
of his base salary. 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. Subject to Compensation Committee approval, the Company
also intends to grant Mr. Taylor $3,000,000 of performance stock units and
options to purchase $2,000,000 of the Company's common stock at an exercise
price equal to the per share closing price of the Company's common stock on the
date of grant, which are expected to be subject to the Company's standard
vesting provisions.
On November 30, 2021, Salesforce also announced that Laura Alber and Oscar Munoz
were appointed as directors. The appointment of Ms. Alber is effective as of
November 30, 2021, and the appointment of Mr. Munoz is effective as of
January 1, 2022.
There are no arrangements or understandings between Mr. Taylor, Ms. Alber or
Mr. Munoz and any other persons pursuant to which they were selected as
executive officers or directors, and none of them has any family relationships
with any of the Company's directors or executive officers. Neither Mr. Taylor,
Ms. Alber nor Mr. Munoz has a direct or indirect material interest in any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K,
except that (1) Mr. Munoz has served as a member of the Company's Global
Advisory Board since December 1, 2020, a position he will step down from before
the commencement of his service as a director of the Company, receiving a total
of $250,000 for this service ($20,833 per month), and (2) Mr. Munoz's daughter,
Kellie Munoz, is a non-executive employee of Salesforce who earned cash
compensation of approximately $230,000 in fiscal 2021, and is expected to earn a
similar amount for fiscal 2022, in addition to receiving an equity award of
restricted stock units valued at approximately $75,000. This is consistent with
the total compensation provided to other employees of the same level with
similar responsibilities.
Each of Ms. Alber and Mr. Munoz will receive standard compensation and equity
awards available to non-employee directors of the Company. The Company's fiscal
2022 compensation program is described in the "Compensation of Directors"
section of the Company's definitive Proxy Statement filed with the Securities
and Exchange Commission on April 29, 2021. The Company also intends to enter
into its standard form of indemnification agreement with each of Ms. Alber and
Mr. Munoz. Mr. Taylor has already entered into the Company's standard form of
indemnification agreement.
The Company's press release announcing the appointments of Mr. Taylor,
Ms. Alber, and Mr. Munoz is attached hereto as Exhibit 99.1 to this Current
Report on Form 8-K. The information in the press release attached hereto shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated November 30, 2021
104 Cover Page Interactive Data File-the cover page XBRL tags are embedded
within the Inline XBRL document
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses