Workday, Inc PRE 14A, filed Apr 26, 2024

Workday, Inc. (WDAY)

PRE 14A 2024-04-26 For: 2024-06-18

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Added on October 27, 2026

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	PROXY STATEMENT SUMMARY			1
	PROPOSAL NO. 1: ELECTION OF DIRECTORS			7
	PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			15
	PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			17
	PROPOSAL NO. 4: APPROVAL OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION			18
	DIRECTORS AND CORPORATE GOVERNANCE			20
	Corporate Governance			20
	Code of Conduct			20
	Risk Oversight by Our Board of Directors			20
	Security, Privacy, and Trust			21
	Stockholder Engagement			21
	Director Independence			22
	Leadership Structure			22
	Lead Independent Director			23
	Executive Sessions of Independent Directors			23
	Meetings of the Board of Directors			23
	Committees of the Board of Directors			23
	Compensation Committee Interlocks and Insider Participation			25
	Considerations in Evaluating Director Nominees			26
	Non-Employee Director Compensation			27
	Communications with the Board of Directors			29
	Stockholder Recommendations for Nominations to the Board of Directors			29
	RESPONSIBLE BUSINESS PRACTICES			30
	ESG Oversight and Governance			30
	Our People			31
	Our Customers			32
	Our Communities			33
	RELATED PARTY TRANSACTIONS			35
	REPORT OF THE AUDIT COMMITTEE			37
	EXECUTIVE OFFICERS AND OTHER EXECUTIVE MANAGEMENT			38
	EXECUTIVE COMPENSATION			42
	Compensation Discussion and Analysis			42
	Fiscal 2024 Leadership Structure and Changes			42

	Executive Summary			43
	Executive Compensation Philosophy and Objectives			44
	Our Compensation-Setting Process			46
	Compensation Peer Group			48
	Elements of Our Executive Compensation Program			49
	Other Compensation Policies			58
	Tax and Accounting Considerations			60
	REPORT OF THE COMPENSATION COMMITTEE			60
	SUMMARY COMPENSATION TABLE			61
	Grants of Plan-Based Awards in Fiscal 2024			62
	Outstanding Equity Awards at Fiscal Year-End.			63
	Stock Vested in Fiscal 2024			64
	401(k) Plan			64
	Pension Benefits and Nonqualified Deferred Compensation			64
	CEO Pay Ratio Disclosure			64
	Pay Versus Performance			65
	EQUITY COMPENSATION PLAN INFORMATION			70
	Securities Authorized for Issuance Under Equity Compensation Plans			70
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			71
	DELINQUENT SECTION 16(a) REPORTS			73
	EMPLOYMENT ARRANGEMENTS AND INDEMNIFICATION AGREEMENTS			74
	Employment Arrangements			74
	Potential Payments Upon Termination or Change in Control			74
	Indemnification Arrangements			77
	QUESTIONS AND ANSWERS			79
	ADDITIONAL INFORMATION			83
	Stockholder Proposals for 2025 Annual Meeting			83
	Solicitation of Proxies			83
	Fiscal 2024 Annual Report			83
	OTHER MATTERS			83
	APPENDIX A: Amendment to Restated Certificate of Incorporation			A-1
	APPENDIX B: Non-GAAP Measures			B-1

	Date and Time:			June 18, 2024, 9:00 a.m. Pacific Daylight Time
	Location:			The Annual Meeting will be held online at www.virtualshareholdermeeting.com/WDAY2024 via a live audio webcast. You will not be able to attend the Annual Meeting in person.
	Record Date:			April 19, 2024
	Meeting Access:			Stockholders who held shares of our common stock as of the record date will be able to access and vote at the Annual Meeting by using the 16-digit control number included in the Internet Notice or with the proxy materials they received. Others may also access and listen to the virtual meeting via the link above but are not eligible to vote.
	Who Can Vote:			Holders of record of our Class A and Class B common stock as of the record date are entitled to vote. Our Class A common stock, which is publicly traded, has one vote per share. Our Class B common stock, which is primarily held by our executive officers, directors, and other affiliates, has 10 votes per share. We strongly encourage all stockholders to vote and to do so as promptly as possible.
	How to Vote:			Below are the ways stockholders who held shares of our common stock as of the record date can vote ahead of and during the Annual Meeting. If you only received an Internet Notice, you can vote online. If you received a copy of the proxy materials, you can vote online, by phone, or by mail following the instructions provided. If you hold your shares through a broker, bank, or other nominee, you should receive a voting instruction form that contains voting instructions.

PROPOSALS	BOARD RECOMMENDATION		FURTHER DETAILS
1. To elect to our Board of Directors the following three nominees to serve as Class III directors until the 2027 Annual Meeting of Stockholders: Aneel Bhusri, Thomas F. Bogan, and Lynne M. Doughtie		“FOR” each director nominee	Pages 7-14
2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2025		“FOR”	Pages 15-16
3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement		“FOR”	Page 17
4. To approve an amendment to our Restated Certificate of Incorporation to reflect Delaware law provisions providing for officer exculpation		“FOR”	Pages 18-19

NOMINEES	DIRECTOR SINCE	INDEPENDENT	CURRENT COMMITTEES
Aneel Bhusri, 58 Co-Founder and Executive Chair, Workday	2005
Thomas F. Bogan, 72 Former Vice Chair, Corporate Development, Workday	2022		Investment
Lynne M. Doughtie, 61 Former U.S. Chair and Chief Executive Officer, KPMG LLP	2021		Audit, Compensation

Software or Technology	Cybersecurity or Privacy	Global Business Operations

8 Directors	7 Directors	9 Directors
Business Development or Strategy	Sales, Marketing, or Brand Building	Human Capital Management

7 Directors	7 Directors	8 Directors
Finance or Accounting	Executive Leadership	Other Public Company Board Service

8 Directors	11 Directors	10 Directors

				Lead Independent Director
				CEO, Chair, and Lead Independent Director roles held by different people
				Ongoing Board Refreshment — Three New Directors Added in the Last Two Fiscal Years
				Highly Independent Board (8 of 11 Directors) and 100% Independent Audit, Nominating & Governance, and Compensation Committees
				Diverse Board in Terms of Gender, Race, Experience, Skills, and Tenure

				Annual Board and Committee Evaluations
				Robust Board and Executive Succession Planning
				Majority Voting for Directors
				Regular Executive Sessions of Independent Directors
				Stock Ownership Guidelines for Directors and Executives
				Clawback Policy for Executives


	Committed to Our Culture Earned multiple workplace recognitions from Comparably, including: • Best Company Culture • Best Company for Women • Best Company for Diversity						Committed to Our Values • Listed on JUST Capital’s 2024 JUST 100 • In fiscal 2024, employees logged over 45,000 volunteer hours

Nominees for Director	Class		Age		Year Elected Director		Current Term Expires		Expiration of Term for Which Nominated
Aneel Bhusri		III		58		2005		2024		2027
Thomas F. Bogan(1)		III		72		2022		2024		2027
Lynne M. Doughtie(2)(3)(4)		III		61		2021		2024		2027
Continuing Directors
Christa Davies(2)(3)		II		53		2012		2026		—
Carl M. Eschenbach		I		57		2018		2025		—
Wayne A.I. Frederick, M.D.(2)(5)		II		51		2022		2026		—
Mark J. Hawkins(2)(3)		II		65		2023		2026		—
Michael M. McNamara(2)(3)(5)		I		67		2011		2025		—
George J. Still, Jr.(1)(2)(4)(5)		II		65		2009		2026		—
Jerry Yang(1)(2)(4)		I		55		2013		2025		—

	ANEEL BHUSRI
	Co-Founder and Executive Chair, Workday
	Age: 58 Director since 2005 Chair of the Board			Workday Committees: • None
	Biography
	Aneel Bhusri co-founded Workday in 2005 and has served as a Director since then, including as Chair from 2012 to 2014 and from April 2021 to the present. He is our Executive Chair and was our Co-Chief Executive Officer from August 2020 through January 2024 after serving as Chief Executive Officer from 2014 to August 2020. Mr. Bhusri also served as Co-Chief Executive Officer from 2009 to 2014 and as President from 2007 to 2009. From 1993 to 2004, Mr. Bhusri held a number of senior management positions with PeopleSoft, Inc., including Vice Chairman of its board of directors from 1999 to 2002. Mr. Bhusri is currently an advisory partner at Greylock Partners, a Silicon Valley venture capital firm that he has been associated with since 1999, and prior to that time worked at Norwest Venture Partners and Morgan Stanley. He has served as a director of General Motors Company since October 2021 and currently serves as a director of the Workday Foundation. He served as a director of Intel Corporation from 2014 to November 2019 and of Pure Storage, Inc. from 2010 to 2018.
	Qualifications
	Mr. Bhusri received bachelor’s degrees in electrical engineering and economics from Brown University, and a master’s degree in business administration from Stanford University, where he has served as a member of the Board of Trustees since June 2019. He brings to our Board extensive executive leadership and operational experience, including his experience and familiarity with our business as a co-founder and Executive Chair.

	THOMAS F. BOGAN
	Former Vice Chair, Corporate Development, Workday
	Age: 72 Director since 2022			Workday Committees: • Investment
	Biography
	Tom Bogan joined Workday in August 2018 through our acquisition of Adaptive Insights and served as Vice Chair, Corporate Development, from February 2021 to January 2022. From February 2020 to February 2021, Mr. Bogan served as Vice Chair with responsibility for our Workday Strategic Sourcing business, and from 2018 to February 2020, he was Executive Vice President of our Planning Business Unit. At Adaptive Insights, Mr. Bogan was Chief Executive Officer and a director from 2015 until its acquisition by Workday. Mr. Bogan has served on the board of Aspen Technology, Inc. since May 2022. From 2007 until January 2019, he was a director of Apptio, Inc., including its Chair from 2012 to January 2019, and a director of Citrix Systems, Inc. from 2003 to 2016. He currently serves as a director of various privately held companies.
	Qualifications
	Mr. Bogan received a bachelor’s degree in accounting from Stonehill College. He brings to our Board extensive executive leadership experience and expertise in software technology companies, including experience and familiarity with our business.

	LYNNE M. DOUGHTIE
	Former U.S. Chair and Chief Executive Officer, KPMG LLP
	Age: 61 Director since 2021 Independent			Workday Committees: • Audit • Compensation
	Biography
	Lynne M. Doughtie was U.S. Chair and Chief Executive Officer of KPMG LLP, a global leader in audit, tax, transaction, and advisory services, from 2015 until her retirement in June 2020. Prior to that, she served in many leadership roles after joining KPMG in 1985, including as Vice Chair of the firm’s U.S. Advisory business from 2011 to 2015. Ms. Doughtie has been a director of The Boeing Company since January 2021. She also serves on the board of directors of several nonprofit organizations and on the board of advisors of various private companies and educational institutions.
	Qualifications
	Ms. Doughtie received a bachelor’s degree in accounting from Virginia Tech. She brings to our Board extensive experience in risk management and information security from her years at KPMG, as well as her experience advising organizations on complex global business matters and strategies across industries and financial expertise.

	CHRISTA DAVIES
	Chief Financial Officer and Executive Vice President of Global Finance, Aon plc
	Age: 53 Director since 2012 Independent			Workday Committees: • Audit Committee (Chair)
	Biography
	Christa Davies is the Chief Financial Officer and Executive Vice President of Global Finance at Aon plc, a global risk management, insurance, and human resources solutions company. She has served as Aon’s Chief Financial Officer since 2008 and as Executive Vice President of Global Finance since 2007. Prior to joining Aon, Ms. Davies spent five years at Microsoft Corporation, most recently as a Corporate Vice President and the Chief Financial Officer of the Platform & Services Division. Ms. Davies has also served as a director of Stripe, Inc. since August 2020.
	Qualifications
	Ms. Davies received a bachelor’s degree in mechanical engineering, majoring in Aerospace Engineering, from the University of Queensland in Australia, and earned a master’s degree in business administration as a Fulbright Scholar from Harvard Business School. She brings to our Board extensive experience in the software and technology industries, as well as financial expertise.

	CARL M. ESCHENBACH
	Chief Executive Officer, Workday
	Age: 57 Director since 2018			Workday Committees: • None
	Biography
	Carl M. Eschenbach has been our Chief Executive Officer since February 2024 after serving as our Co-Chief Executive Officer since December 2022. Mr. Eschenbach was a general partner at Sequoia Capital Operations, LLC, a venture capital firm, from 2016 to December 2022, where he currently serves as a venture partner. Prior to that, Mr. Eschenbach spent 14 years at VMware, Inc., a leading innovator in enterprise software, where he held a number of leadership roles in operations, most recently as its President and Chief Operating Officer from 2012 to 2016. Prior to that, Mr. Eschenbach held various sales management positions with Inktomi Corporation, 3Com Corporation, Lucent Technologies, Inc., and EMC Corporation. Mr. Eschenbach served as a director of Aurora Innovation, Inc. from March 2019 to March 2023, UiPath, Inc. from December 2020 to March 2023, Zoom Video Communications, Inc. from 2016 to January 2023, and Snowflake Inc. from May 2019 to April 2023. He has served as a director of Palo Alto Networks, Inc. since 2013.
	Qualifications
	Mr. Eschenbach received an electronics technician diploma from DeVry University. He brings to our Board over 30 years of operational and sales experience in the technology industry and deep knowledge of high-growth companies.

	Fiscal Year Ended January 31,
	2024			2023
Audit Fees(1)		$	7,166,474		$	4,759,171
Audit Related Fees(2)			1,537,910			1,266,189
Tax Fees(3)			305,104			962,169
All Other Fees			—			—
Total		$	9,009,488		$	6,987,529

	Board of Directors
	• Reviews strategic and operational risks • Receives reports on all significant committee activities at each regular meeting • Evaluates the risks inherent in significant transactions • Assists in determining the appropriate level of risk for our company and assesses the specific risks that we face • Reviews management’s strategies for adequately mitigating and managing identified risks

	WAYNE A.I. FREDERICK, M.D.
	President Emeritus, Howard University
	Age: 52 Director since 2022 Independent			Workday Committees: • Nominating and Governance
	Biography
	Wayne A.I. Frederick, M.D. is the President Emeritus of Howard University, having previously served as the President from 2014 through August 2023, and is the distinguished Charles R. Drew Professor of Surgery at the Howard University College of Medicine. He is also a practicing cancer surgeon at Howard University Hospital. Prior to serving as President, Dr. Frederick served as Howard University’s interim president (elected 2013) after serving as provost and chief academic officer for more than a year. Following his post-doctoral research and surgical oncology fellowships at the University of Texas MD Anderson Cancer Center, Dr. Frederick began his academic career as associate director of the Cancer Center at the University of Connecticut. Upon his return to Howard University, his academic positions included Associate Dean in the College of Medicine, Division Chief in the Department of Surgery, Director of the Cancer Center, and Deputy Provost for Health Sciences. Dr. Frederick is a fellow of the American College of Surgeons and belongs to numerous surgical organizations, including the American Surgical Association. Dr. Frederick served on the board of directors of Forma Therapeutics Holdings, Inc. from July 2020 to October 2022. He has served on the board of directors of Mutual of America Life Insurance Company since September 2020, Humana, Inc. since February 2020, and Insulet Corporation since October 2020, and is also a director of other privately held companies and charitable organizations.
	Qualifications
	Dr. Frederick received a bachelor’s degree in zoology, a doctor of medicine (M.D.), and a master’s degree in business administration from Howard University. He brings to our Board deep experience in business administration, extensive leadership skills, and insight into the healthcare and education industries.

	MARK J. HAWKINS
	Former President and CFO Emeritus, Salesforce.com, Inc.
	Age: 65 Director since 2023 Independent			Workday Committees: • Audit
	Biography
	Mark J. Hawkins served as President and CFO Emeritus of Salesforce, Inc., a software company, from February 2021 to November 2021, President and Chief Financial Officer from 2017 to February 2021, and Executive Vice President and Chief Financial Officer from 2014 to 2017. Prior to that, he served as Chief Financial Officer and Executive Vice President of Autodesk, Inc., a design software and services company, Chief Financial Officer and Senior Vice President of Finance & IT at Logitech International S.A., a global hardware company, and held various positions at Dell and Hewlett-Packard. Mr. Hawkins has served as a director of SecureWorks Inc. since 2016, Toast, Inc. since April 2020, and Cloudflare, Inc. since June 2022. He currently serves as a director of various privately held companies.
	Qualifications
	Mr. Hawkins received a bachelor’s degree from Michigan State University and a master’s degree in business administration from the University of Colorado. He brings to our Board extensive experience as an officer and director of publicly traded software and technology companies and financial expertise in the technology industry.

	MICHAEL M. MCNAMARA
	Co-Founder and Chief Executive Officer, Samara Living Inc.
	Age: 67 Director since 2011 Independent			Workday Committees: • Audit • Nominating and Governance (Chair)
	Biography
	Michael M. McNamara is Co-Founder and Chief Executive Officer of Samara Living Inc., a company specializing in factory built housing and additional dwelling units, a position he has held since May 2022. Prior to the formation of Samara Living Inc., Mr. McNamara served as Head of the Samara division of Airbnb, Inc. from January 2020 to May 2022. Mr. McNamara served as a venture partner at Eclipse Ventures, a Silicon Valley venture capital firm, from January 2019 to March 2022. From 2006 to 2018, Mr. McNamara was Chief Executive Officer of Flex Ltd., a company that delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets. He also held other senior roles at Flex after joining the company in 1994. Mr. McNamara has served as a director of Carrier Global Corporation since April 2020 and is also a director of several private companies. Mr. McNamara served as a director of Slack Technologies, Inc. from December 2019 to July 2021, and of Flex from 2005 to 2018. He served as a member of the Visiting Committee of the Sloan School of Management at Massachusetts Institute of Technology (“MIT”) from June 2019 to December 2022, on the board of advisors of MIT from 2014 to June 2019, and on the board of advisors of Tsinghua University School of Economics and Management from 2006 to 2019, and is an advisor to several other private companies and one investment fund.
	Qualifications
	Mr. McNamara received a bachelor’s degree in industrial management from the University of Cincinnati and a master’s degree in business administration from Santa Clara University. He brings to our Board extensive leadership and experience in managing international operations. His prior service as Flex’s Chief Executive Officer provides a management perspective to business and strategic decisions of the Board.

	GEORGE J. STILL, JR.
	Partner Emeritus, Norwest Venture Partners
	Age: 66 Director since 2009 Lead Independent Director			Workday Committees: • Compensation (Chair) • Nominating and Governance • Investment
	Biography
	George J. Still, Jr. has served as Lead Independent Director since 2012 and as Vice Chair of the Board since 2014. Mr. Still is a partner emeritus at Norwest Venture Partners, a global venture capital firm that he joined in 1989, and was a co-managing partner from 1994 to 2014. Prior to that, he was with Ernst & Young LLP, an accounting firm, and a partner at Centennial Funds, a venture capital firm. Mr. Still led the sole venture investment in PeopleSoft, Inc., where he served as a director from 1991 to 2001. Mr. Still manages Still Capital Partners, LLC, which he founded in 2014. He served as a director and Chairman of the Board of Stillwater Growth Corp I, LLC, a special purpose acquisition company, from February 2021 to December 2022. Mr. Still served on the Board of Advisors at the Tuck School of Business and the Center of Private Equity and Venture Capital at Tuck from 2011 to 2019. He currently serves as a director of two private companies.
	Qualifications
	Mr. Still received a bachelor’s degree in accounting from Pennsylvania State University and a master’s degree in business administration from the Tuck School of Business at Dartmouth College. He brings to our Board financial and investing acumen through his many years with Norwest Venture Partners. His service as an advisor to technology companies provides a valuable resource for our Board.

	JERRY YANG
	Founding Partner, AME Cloud Ventures
	Age: 55 Director since 2013 Independent			Workday Committees: • Compensation • Investment (Chair)
	Biography
	Jerry Yang is the founding partner of AME Cloud Ventures, an innovation investment firm that he started in 2012. Mr. Yang was a co-founder of Yahoo! Inc., where he served as a director from 1995 to 2012, and as Chief Executive Officer from 2007 to 2009. Mr. Yang also led Yahoo’s investments in Yahoo! Japan Corporation and Alibaba Group Holding Limited. Mr. Yang was a director of Lenovo, Inc. from 2014 to November 2023. He has been a director of Alibaba Group Holding Limited since 2014 and was also a director from 2005 to 2012. He is the Chair of the Stanford University Board of Trustees, and is a director and/or advisor of several other companies and foundations.
	Qualifications
	Mr. Yang received a bachelor’s degree and a master’s degree in electrical engineering from Stanford University, where he served on the Board of Trustees from 2005 until 2015 and from 2017 to the present. He brings to our Board extensive global leadership skills and deep experience in consumer internet technology.

	Female	Male	Non-binary	Did not disclose gender
Directors	3	8	—	—
Number of directors who identify in any of the categories below:
African American or Black	1	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	2	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	5	—	—
Two or more races or ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did not disclose demographic background	—	—	—	—

	Audit Committee				Compensation Committee				Nominating and Governance Committee
	• Oversees the overall enterprise risk management framework of the company • Oversees the accounting and financial reporting processes of the company • Oversees risks relating to financial accounting, reporting and controls, and ethical, legal, and regulatory matters, including cybersecurity and other information technology risk				• Assesses risks created by the incentives inherent in our compensation policies • Oversees human capital management, including belonging and diversity and employee engagement • See “Compensation Policies and Practices as they relate to Risk Management” in the “Compensation Discussion and Analvsis” section elsewhere in this Proxy Statement for additional information				• Assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, and ESG matters, including corporate governance, government relations activities, and sustainability initiatives

	Management
	• Responsible for day-to-day management of risk • Reports to Board on a regular basis on areas of strategic and operational risks

Grant Type	Annual RSU Award
Non-Employee Director		$	320,000
Chair of the Board			50,000
Vice Chair of the Board and Lead Independent Director			50,000
Chair of the Audit Committee			75,000
Member of the Audit Committee			37,500
Chair of each of the Board’s other Committees			50,000
Member of each of the Board’s other Committees			25,000

Name	Grant Date		Number of Shares Subject to RSU Award(1)		Value of RSU Award on the Date of Grant(2)			Total Compensation
George J. Still, Jr. (Vice Chair)		6/22/2023		2,226		$	491,946		$	491,946
Thomas F. Bogan		6/22/2023		1,634			361,114			361,114
Ann-Marie Campbell		6/22/2023		1,634			361,114			361,114
Christa Davies		6/22/2023		1,989			439,569			439,569
Lynne M. Doughtie		6/22/2023		1,811			400,231			400,231
Wayne A.I. Frederick, M.D.		6/22/2023		1,515			334,815
Wayne A.I. Frederick, M.D.		10/5/2023(3)		107			21,950			356,765
Mark J. Hawkins		3/5/2023(4)		4,011			768,307
		6/22/2023		1,515			334,815
		10/5/2023(5)		161			33,028			1,136,150
Michael M. McNamara		6/22/2023		1,930			426,530			426,530
Lee J. Styslinger III		6/22/2023(6)		1,693			374,153			374,153
Jerry Yang		6/22/2023		1,870			413,270			413,270

	RSU AWARDS
Name	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested(i)
George J. Still, Jr.		2,226		$	647,922
Thomas F. Bogan		1,850			538,480
		1,634			475,608
Ann-Marie Campbell		1,634			475,608
Christa Davies		1,989			578,938
Lynne M. Doughtie		919			267,493
		1,811			527,128
Wayne A.I. Frederick, M.D.		3,280			954,710
		1,515			440,971
		107			31,144
Mark J. Hawkins		4,011			1,167,482
		1,515			440,971
		161			46,862
Michael M. McNamara		1,930			561,765
Jerry Yang		1,870			544,301

	Board of Directors Oversight of ESG Program including priorities, goals, performance, risks, and key metrics
	Nominating & Governance Committee • Oversight and review of policies and programs concerning environmental sustainability, social responsibility, and governance, as well as Workday participation and visibility as a global corporate citizen • Review and discussion with management on ESG strategy, initiatives. policies, and progress				Audit Committee Oversight of global ethics and compliance function
					Compensation Committee Oversight over human capital management, including belonging and diversity and employee development
	Executive Management Our Chief People Officer, Chief Diversity Officer, and CEO regularly update our Board and Compensation Committee on human capital matters and seek their input on various ESG issues.
	Chief People Officer Responsible for human capital strategy including human resources, global impact, and employee development, engagement and well-being				Chief Diversity Officer Responsible for the development and execution of Workday’s inclusion, belonging, and diversity programs and strategy
	ESG Steering Committee • Executive sponsors: Chief Legal Officer and Chief Financial Officer • Reports to the Board at least annually on environmental sustainability matters and progress towards the company’s ESG goals and initiatives and status with ESG regulatory reporting requirements • Responsible for formalizing Workday’s ESG strategy, goals, and structure • Includes representatives from Legal, Finance, and Internal Audit functions
	ESG Task Force • Meets regularly and supports the ESG Steering Committee • Consists of Chief Sustainability Officer, Chief Responsible Al Officer, Chief Philanthropy Officer, Senior Vice President of Total Rewards, and other subject-matter experts in sustainability, equity and belonging, compensation, talent and culture, workforce development, philanthropy, corporate governance, product innovation and customer satisfaction, communication, privacy and data security, and responsible Al • Responsible for day-to-day execution of ESG priorities


	Amplify Human Potential			Positively Impact Society

	Champion Transparency and Fairness			Deliver on our Commitment to Data Privacy and Protection

Executive Officers	Age	Current Position(s) with Workday
Carl M. Eschenbach	57	Chief Executive Officer and Director
Aneel Bhusri	58	Co-Founder and Executive Chair
Sayan Chakraborty	56	Co-President
Douglas A. Robinson	52	Co-President
Zane Rowe	53	Chief Financial Officer
Richard H. Sauer	61	Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary

Other Executive Management
Patrick Blair	53	President, Global Sales
James J. Bozzini	56	Executive Director, Enterprise Transformation
Emma Chalwin	50	Chief Marketing Officer
Josh DeFigueiredo	48	Chief Information Security Officer
Ashley D. Goldsmith	51	Chief People Officer
Rani Johnson	49	Chief Information Officer
Alejandro Mayer	46	Chief Strategy and Business Operations Officer
Sheri Rhodes	55	Chief Customer Officer
David Somers	51	Chief Product Officer
Carin Taylor	58	Chief Diversity Officer

	SAYAN CHAKRABORTY
	Co-President
	Sayan Chakraborty joined Workday in May 2015 through our acquisition of GridCraft, Inc. and currently serves as our Co-President. Mr. Chakraborty was our Executive Vice President, Product and Technology from October 2021 to February 2023, Executive Vice President, Technology from December 2019 to October 2021, Senior Vice President of Technology from 2017 to December 2019, and Vice President, Software Development from 2015 to 2017. Prior to joining Workday, he co-founded Gridcraft in 2013 and served as its Chief Operating Officer until its acquisition by Workday. Mr. Chakraborty received a bachelor’s degree and master’s degree in aerospace engineering from the Massachusetts Institute of Technology.

	DOUGLAS A. ROBINSON
	Co-President
	Douglas A. Robinson joined Workday in 2010 and currently serves as our Co-President, a role he has held since November 2021. Since joining Workday, Mr. Robinson has served in a variety of leadership roles within our sales organization, including Executive Vice President, Global Sales from February 2021 to November 2021; Senior Vice President, Sales-Americas from May 2018 to February 2021; Group Vice President, Sales from 2016 to May 2018; Vice President, North America Sales Strategy from 2016 to 2016; and earlier as a regional sales vice president and regional sales director. Prior to joining Workday, Mr. Robinson was in various sales roles at Oracle Corporation and PeopleSoft, Inc. Mr. Robinson received a bachelor’s degree in finance and management information systems from Ohio University.

	ZANE ROWE
	Chief Financial Officer
	Zane Rowe joined Workday in June 2023 and serves as our Chief Financial Officer. Prior to joining Workday, Mr. Rowe was executive vice president and Chief Financial Officer of VMware from 2016 until June 2023, where he oversaw the company’s finance and accounting functions, and led the strategy and corporate development team. He also served as interim Chief Executive Officer of VMware from February 2021 to May 2021. Prior to VMware, Mr. Rowe served as Executive Vice President and Chief Financial Officer at EMC Corporation from 2014 to 2016, Vice President of North American Sales of Apple Inc. from 2012 to 2014, and Chief Financial Officer of United Continental Holdings, Inc. from 2010 to 2012. Mr. Rowe has served on the board of directors of eBay Inc. since February 2024, and served on the board of directors of Sabre Corporation from 2016 until February 2024. Zane holds a bachelor’s degree from Embry-Riddle Aeronautical University and a master’s degree in business administration from San Diego State University.

	RICHARD H. SAUER
	Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary
	Richard H. Sauer joined Workday in September 2019 and currently serves as our Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary, a role he has held since April 2021. He was our Executive Vice President, General Counsel, and Corporate Secretary from September 2019 to April 2021. Prior to joining Workday, Mr. Sauer was at Microsoft Corporation for over 20 years, where he served in several senior legal positions, most recently as Vice President and Deputy General Counsel, Artificial Intelligence, Research, and Human Rights from June 2018 to September 2019, and as Corporate Vice President and Deputy General Counsel, Global Sales, Marketing, and Operations from 2013 to May 2018. Prior to joining Microsoft in 1999, Mr. Sauer was an attorney at Sullivan & Cromwell LLP. Mr. Sauer received a bachelor’s degree from Bowling Green State University and a juris doctor degree from American University’s Washington College of Law.

	Name			Title
	Carl M. Eschenbach			Chief Executive Officer and Director
	Aneel Bhusri			Co-Founder and Executive Chair
	Zane Rowe(1)			Chief Financial Officer
	Sayan Chakraborty(2)			Co-President
	Douglas A. Robinson			Co-President
	Barbara A. Larson(3)			Former Chief Financial Officer
	James J. Bozzini(4)			Former Chief Operating Officer

	What We Do
				Pay for Performance: We link pay to performance by heavily weighting total compensation to long-term equity awards that align executive interests with the interests of our stockholders.
				Independent Compensation Advisor: The Compensation Committee selects and engages its own independent advisor.
				Peer Group Analysis: The Compensation Committee reviews external market data when making compensation decisions and annually reviews our peer group with its independent compensation consultant.
				Compensation Risk Assessment: The Compensation Committee conducts an annual assessment of our executive and broad-based compensation programs to promote prudent risk management.
				Compensation Committee Independence and Experience: The Compensation Committee is comprised solely of independent directors who have extensive relevant experience.
				Stock Ownership Guidelines: Executives are subject to stock ownership guidelines equal to a multiple of their respective annual base salaries (for Mr. Eschenbach and Mr. Bhusri, 6x Mr. Eschenbach’s base salary, and 3x for other executive officers) or a set dollar amount for other members of our Board of Directors ($600,000).
				Clawback Policy: Our Officer Recoupment Policy for Section 16 officers is compliant with the new Nasdaq Global Select Market listing requirements and requires the forfeiture, recovery, or reimbursement of excess incentive-based compensation from a Section 16 officer in the event of a restatement of Workday’s financial results.