Op-ed: Salesforce appoints ValueAct’s Morfit to its board and a proxy fight may loom ahead

The Salesforce West office building in San Francisco, California, on Wednesday, Jan. 25, 2023.

Marlena Sloss | Bloomberg | Getty Images

Company: Salesforce (CRM)

Business: Salesforce is a global leader in customer relationship management (“CRM”) technology that brings companies and their customers together. It was founded in 1999 and is a pioneer in the cloud software space. It started as a tool to help sales teams to increase their productivity while also improving the end customer experience. Over the last 20 years, they have expanded into other areas to help companies connect with and better serve customers, including Sales Cloud, Marketing & Commerce Cloud, Platform & Other, Integration Cloud, Analytics Cloud and Service Cloud.

Stock Market Value: $164.5B ($164.52 per share)

Activist: ValueAct Capital

Percentage Ownership: n/a

Average Cost: n/a

Activist Commentary: ValueAct has been a premier corporate governance investor for over 20 years. The firm’s principals are generally on the boards of half of ValueAct’s core portfolio positions and have had 55 public company board seats over 22 years. ValueAct has previously commenced activist campaigns at 25 information technology companies and has had an average return of 45.98% versus 18.70% for the S&P 500 over the same period.

What’s Happening

On Jan. 27, Salesforce announced that it is appointing three new directors to the board, one of whom is Mason Morfit, CEO and CIO of ValueAct Capital.

Behind the Scenes

This is a very interesting activist situation. Four major activists in the same company at once: ValueAct, Starboard Value, Inclusive Capital and Elliott Management. Marc Benioff needs a CRM just to keep track of the activists in his stock. Adding Morfit to the board of Salesforce makes a ton of sense regardless of the activist environment.

ValueAct has extensive experience in technology companies like Salesforce, most notably Microsoft and Adobe. Morfit was on the board of Microsoft from March 2014 through the end of 2017 as the company transformed into a cloud-based enterprise software business. During that transition, the board set cloud targets for management and tied them to a unique executive compensation plan that paid out at stretch goals for the cloud. Microsoft blew away those cloud targets and annual cloud revenue went from approximately $1 billion in 2013 to over $100 billion today. The company’s market value went from approximately $250 billion to $1.8 trillion. At Adobe, ValueAct took a board seat as the company transformed from a package software provider to a subscription cloud service. Adobe went from a $14 billion market cap when ValueAct invested to $168 billion today. ValueAct also presently has positions in Insight Enterprises (NSIT), one of the largest software distribution companies where ValueAct partner Alex Baum is on the board, and Trend Micro, a cloud cybersecurity company. When you get a ValueAct partner on the board, you get the whole ValueAct team and the collective experience of the 55 public company board seats they have taken to work on strategy, succession, compensation, financial planning and analysis, M&A, capital allocation and cost reduction.

Salesforce’s transformation has the potential to be as notable as many of ValueAct’s other successful investments, even if the playbook is customized. Salesforce has a leading market position and has historically had strong annual top line growth. But, as Starboard noted in its presentation on the company, Salesforce has underperformed peers, the technology sector and broader market over the past three years and is valued significantly below the peer median multiple on forward revenue (3.8x vs. 6.7x for peers) and free cash flow expectations (18.7x vs. 22x for peers). This valuation discount can be largely attributed to Salesforce’s subpar mix of profitability and growth, which has come down significantly from its historic levels. As shown in Starboard’s detailed presentation, Salesforce peers are operating at a “rule of 50” – the average revenue growth plus adjusted operating margins of peers equals 49.4. Salesforce currently has a revenue growth rate of 17.0% and 20.4% operating margins, which brings it to 37.4 combined. Morfit has experience helping management increase both growth and margins from a board level, and both can be improved at Salesforce.

The looming question is whether he will initially be doing this with an activist cloud hanging over the company’s head in the form of a proxy fight by one of the other activists involved. We have followed every activist campaign over the past 17 years. We strongly believe that appointing Morfit to the board certainly decreases the chance of another activist being successful in a proxy fight, but to be clear, that is not why the company appointed him. Based on ValueAct’s history and philosophy, the firm would not take a board seat unless it had a large investment, and the firm would not make a large investment until it evaluated the company for many months. It likely had been engaging with Salesforce management for several months, and this appointment may have happened just as a threatened proxy fight was reported. Moreover, there is no way a company the size of Salesforce would appoint an activist to their board without previously having deep discussions with him or for the primary purpose of heading off a potential proxy fight.

Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and he is the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments. Squire is also the creator of the AESG™ investment category, an activist investment style focused on improving ESG practices of portfolio companies.