Salesforce investors have voted against the company's compensation plan for top executives following concerns raised by shareholder advisory organizations over the equity awards granted to its CEO, Marc Benioff.

Salesforce Compensation Plan

An official document released on July 1 noted that 339.3 million voted to support the compensation plan, while 404.8 million rejected it during the annual meeting last June 27.

The board encouraged shareholders to support the proposal. However, CNBC reported that two shareholder advice firms, Glass Lewis and Institutional Shareholder Services, advised investors to reject it.

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Salesforce CEO Marc Benioff's Stock Rewards Sparked Concerns

Marc Benioff's total compensation for the fiscal year 2024 was $39.6 million, an increase from $29.9 million the previous year. According to the proxy statement, in addition to a flat salary of $1.55 million, Benioff received extra pay in the form of stock and option awards and nonequity incentive plan compensation.

The most recent total also included security expenses not previously billed to the business. The company's successful transformation efforts and good financial performance in the fiscal year, among other things, led the board's pay committee to award Benioff a second long-term stock award worth $20 million in January.

In its recommendation, Glass Lewis said that shareholders have a good cause to be suspicious of the large discretionary stock distributions given to Benioff at the time. In addition to being one of Salesforce's biggest shareholders, Benioff's stake of more than 2% was worth about $6 billion.

Since his interests were already in line with those of shareholders, Glass Lewis found the extra performance-based restricted stock units and stock options unwarranted.

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