Compensation Tables

Compensation Tables

Summary Compensation Table

The following table sets forth, for fiscal 2017 and the two prior years, the compensation reportable for our NEOs, as determined under SEC rules.

summary-comp-table

(1) Amounts reported under the Stock Awards column do not reflect compensation actually received by the NEO. Instead, the amounts reported reflect the aggregate grant date fair value of RSUs and PRSUs granted to the executives, which for RSUs is calculated by multiplying the number of shares subject to the award by the closing price of one share of our common stock on the date of grant and for PRSUs is calculated in the manner described in footnote (2) below, using a Monte Carlo valuation method.
(2) Amounts reported under the Option Awards column do not reflect compensation actually received by the NEO. Instead, the amounts reported are the grant date fair value of stock options granted to the executives as determined pursuant to FASB ASC Topic 718, excluding estimated forfeitures. The assumptions used to calculate the value of option awards are set forth under Note 1 of the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for fiscal 2017 filed with the SEC on March 6, 2017.
(3) This amount consists solely of PRSUs granted to Mr. Benioff.
(4) This amount represents an allocation of costs paid by the Company for security arrangements provided for Mr. Benioff in addition to security arrangements provided while at work or on business travel. We view these security services as a necessary and appropriate business expense, but have reported incremental costs to us of the arrangements because they may be viewed as conveying a personal benefit to him. On occasion, family members of Mr. Benioff also may accompany him, at no incremental cost to the Company, on corporate aircraft used for business purposes.
(5) This amount consists of RSUs valued at $1,500,065 and PRSUs valued at $1,535,596 granted in fiscal 2017.
(6) This amount consists of a tax gross-up provided with respect to the Company-paid costs of attending a Company leadership event, which was provided on the same terms to all other employees who attended the event.
(7) This amount consists of RSUs valued at $2,500,007 and PRSUs valued at $2,559,224 granted in fiscal 2017.
(8) This amount includes $47,356 for Company-paid costs of attending motivational Company sales team and leadership events and $42,080 for tax gross-ups provided with respect to such costs, consistent with how we treated these benefits for all other employees who attended such events, as well as de minimis items of apparel and consumable sundries provided to Mr. Block in connection with employee events. On occasion, family members of Mr. Block also may accompany him, at no incremental cost to the Company, on corporate aircraft used for business purposes.
(9) This amount represents the value of an automobile awarded in recognition of Mr. Harris’ achievements in leading the Company’s technology and engineering team.
(10) This amount consists of RSUs valued at $2,000,036 and PRSUs valued at $2,047,410 granted in fiscal 2017.
(11) This amount consists of a tax gross-up provided with respect to the company-paid cost of the automobile described in footnote (9) above.
(12) This amount consists of RSUs valued at $2,000,036 and PRSUs valued at $2,047,410 granted in fiscal 2017.
(13) This amount includes a tax gross-up equal to $8,111 provided with respect to the Company-paid costs of attending a Company leadership event, consistent with how we treated this benefit for all other employees who attended the event, as well as the costs of attending the leadership event and a separate Company motivational event.

Grants of Plan-Based Awards

The following table sets forth certain information with respect to all plan-based awards granted to the NEOs during fiscal 2017.

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(1) The Company’s non-equity incentive plan awards, and how they were determined, are based upon a formula that may include some discretion as to amounts paid, as discussed under “Compensation Discussion and Analysis—Compensation Elements—Cash Bonuses.” Maximum amounts shown reflect a 125% individual multiplier limit on payouts to executive officers.
(2) This equity incentive plan award is discussed under “Compensation Discussion and Analysis—Employment Contracts and Certain Transactions—Performance-Based Restricted Stock Units.”
(3) All restricted stock unit awards, performance-based restricted stock unit awards and stock options were granted pursuant to the 2013 Equity Plan.
(4) The exercise price of the stock options is equal to the closing market price of our common stock on the date of grant.
(5) The value of a stock award or option award is based on the fair value as of the grant date of such award determined pursuant to FASB ASC Topic 718. Regardless of the reported value of a stock option on the grant date, the actual value realized will depend on the excess, if any, of the market value of our common stock over the exercise price if and when the option is exercised.

Option Exercises and Stock Vested Table

The following table sets forth certain information concerning option exercises and the vesting of stock awards and the value realized upon exercise or vesting by the NEOs during fiscal 2017.

option-stock-vested

(1) The value realized on exercise is the difference between the market price of the shares of our common stock underlying the options when exercised and the applicable exercise price.
(2) The value realized on vesting is determined by multiplying the number of vested restricted stock units by the closing price of the Company’s common stock on the vesting date.

Outstanding Equity Awards at Fiscal 2017 Year-End Table

The following table sets forth information with respect to the value of all outstanding equity awards held by our NEOs as of January 31, 2017.

outstanding-equity

(1) Options shown in this table were granted under the 2004 Equity Plan and the 2013 Equity Plan and vest over four years, with 25% of the total shares granted vesting on the first anniversary of the date of grant and the balance vesting in equal monthly installments over the remaining 36 months.
(2) Restricted stock unit awards shown in this table were granted under the 2004 Equity Plan and the 2013 Equity Plan and vest over four years, with 25% of the units vesting on the first anniversary of the date of grant and the balance vesting in equal quarterly installments over the remaining 36 months.
(3) The market value of unvested restricted stock units is based on the closing market price of the Company’s common stock on January 31, 2017 of $79.10 per share.

 

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