Summary
Salesforce.com, Inc. (CRM) filed an 8-K on June 13, 2007, detailing changes to its compensation structure for non-employee directors and the appointment of a lead independent director. The company approved a new compensation arrangement set to take effect in November 2007, which includes quarterly retainers, additional fees for committee chairs, and per-meeting attendance fees. Furthermore, the filing outlines a new equity compensation package for incoming directors, consisting of stock options and restricted stock units that vest over four years, with accelerated vesting upon a change of control. Existing directors will continue under the current arrangements until November 1, 2007. The appointment of Sanford Robertson as the lead independent director is also a key governance development highlighted in this report.
Key Highlights
- 1New compensation structure for non-employee directors approved, effective November 1, 2007.
- 2Quarterly retainer for directors set at $12,500.
- 3Additional quarterly fees for committee chairs: $5,000 for Compensation and Nominating/Corporate Governance, $10,000 for Audit.
- 4Directors to receive $1,250 per meeting attended (Board or committee), with no additional fees for regular Board meetings.
- 5Lead independent director to receive an annual retainer of $15,000, effective immediately.
- 6New directors will receive an initial grant of 15,000 stock options and 5,000 RSUs, vesting over four years.
- 7Sanford Robertson appointed as the lead independent director.