Elon Musk got his big payday. But Salesforce's Marc Benioff might not be so lucky.

Shareholders voted against a pay package for Salesforce CEO Marc Benioff and other top executives. Sean Zanni/Patrick McMullan via Getty Images

• Salesforce shareholders rejected the company's proposed compensation plan for top executives.
• Major advisory firms recommended voting against the plan.
• But shareholders voted against a plan for an independent board chair.

Elon Musk's Tesla investors approved a mega-payday last month, leading the CEO to do a victory dance on stage. His 10-year pay package is estimated to be worth $55 billion, a record for a CEO.

Salesforce CEO Marc Benioff is likely not dancing this week.

The company said in a regulatory filing on Monday that a slim majority — 53% — of shareholder votes were cast against the proposed compensation plan for Benioff and other top executives. The vote is not binding.

The plan would keep base pay for Benioff the same, at $1.55 million. But it would increase his equity, which brings his total compensation to $39.6 million, up from $29.9 million last year.

Major investor advisory firms Glass Lewis and Institutional Shareholder Services had recommended shareholders vote against the compensation plan.

The annual vote wasn't a total show of no confidence in Benioff. Shareholders voted overwhelmingly against an independent board chair, leaving Benioff in the seat. The company said 77% of its 13-member board is independent.

Bloomberg values Benioff's net worth at nearly $10 billion.

Salesforce said in investor documents that Benioff's proposed pay package was "between the 50th and 75th percentiles of market" when compared against 17 peer companies like Microsoft and Workday.

Despite Benioff's big potential stock grant, the company said it reduced overall stock-based compensation as a percentage of revenue, from 10.5% in the 2023 fiscal year to 8% in the 2024 fiscal year, which ended January 31.

In materials ahead of Salesforce's annual meeting, the company said Benioff's initial $15 million stock grant for the 2024 fiscal year was lower than both the previous year and most peers, because Salesforce had a tough 2023 fiscal year. But after the company recovered, the compensation committee proposed increasing Benioff's equity payout with a second equity award, valued at $20 million.

Salesforce's shares are flat so far this year, but up 21% in the last 12 months.

Salesforce did not immediately respond to a request for comment from Business Insider.

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