| | | Carl M. Eschenbach Chief Executive Officer | | | | |
| | Date | | | | | Location Online at www.virtualshareholdermeeting.com/ | | | ||||
| | Time | | | 9:00 AM (Pacific Daylight Time) | | | Who Can Vote Stockholders of record as of April | | |
| | YOUR VOTE IS IMPORTANT Whether or not you plan to join our virtual Annual Meeting, please vote as promptly as possible to ensure your representation at the meeting. | | |
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| Date and Time: | | | June | |
| Location: | | | The Annual Meeting will be held online at www.virtualshareholdermeeting.com/ via a live audio webcast. You will not be able to attend the Annual Meeting in person. | |
| Record Date: | | | April | |
| 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. | |
| | | | |
| HOW TO VOTE (requires the 16-digit control number included in your Internet Notice, proxy card, or voting instruction form) | | ||||||||||||
| ONLINE BEFORE ANNUAL MEETING | | | | PHONE (if you received proxy materials) | | | | MAIL (if you received proxy materials) | | | | ONLINE DURING ANNUAL MEETING | |
| | | | | | | | | | | ||||
| Go to www.proxyvote.com until 11:59 p.m. EDT on June | | | | Call toll-free at 1-800-690-6903 until 11:59 p.m. EDT on June | | | | Complete and mail your proxy card so it is received prior to the Annual Meeting | | | | Go to www.virtualshareholdermeeting.com/ | |
| | | Please see the “Question and Answer” section beginning on page | |
| PROPOSALS | | | BOARD RECOMMENDATION | | | FURTHER DETAILS | | |||
| 1. To elect to our Board of Directors the following | | | | | “FOR” each director nominee | | | 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, | | | | | “FOR” | | | 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 | | | | | “ | | | 18-19 | |
| NOMINEES | | | DIRECTOR SINCE | | | INDEPENDENT | | | CURRENT COMMITTEES | | |||
| | | | | | Governance | ||||||||
| | | | |||||||||||
| Former | | | | | | | | Investment | | ||||
| Former U.S. Chair and | | | | | | | Audit, Compensation Nominating & Governance | |
| | 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 — Directors Added in the | | |
| | | Highly Independent Board Governance, and Compensation Committees | | |
| | | 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 | |
| Stockholder Engagement | | | |
| | | Focus on ownership | | | | | Focus on innovation and performance | | | | | Be fair and flexible | |
| Our Business | | | |
| Fiscal | | | |
| | | |
| Responsible Business Practices | | | |
|
more than 60 million workers at over 10,000 global customers | | | | | | |||
| Committed to 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 • In fiscal 2024, employees logged over | |
| | | | FOR | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1 TO ELECT | | |
| 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 | | | | | | — | | |
| Director | | | Software or technology | | | Cybersecurity, information security, or privacy | | | Global business operations | | | Business development or strategy in the software industry | | | Sales, marketing, or brand building | | | HCM, including talent recruitment and retention | | | Finance or accounting | | | Executive leadership | | | Other public company board service | |
| Aneel Bhusri | | | | | | | | | | | | | | | | | | | | | ||||||||
| Thomas F. Bogan | | | | | | | | | | | | | | | | | | | | |||||||||
| Christa Davies | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Lynne M. Doughtie | | | | | | | | | | | | | | | | | | | | | ||||||||
| Carl M. Eschenbach | | | | | | | | | | | | | | | | | | | | |||||||||
| Wayne A.I. Frederick, M.D. | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Mark J. Hawkins | | | | | | | | | | | | | | | | | | | | | | |||||||
| Michael M. McNamara | | | | | | | | | | | | | | | | | | | | | | | ||||||
| George J. Still, Jr. | | | | | | | | | | | | | | | | | | | | | | | ||||||
| Jerry Yang | | | | | | | | | | | | | | | | | | | | | ||||||||
| | | | | | | | | | | | | | | | | | | | |
| Nominees for Director | | | Class | | | Age | | | Year Elected Director | | | Current Term Expires | | | Expiration of Term for Which Nominated | | |||||||||||||||
| Christa Davies(1)(2)(3) | | | | | II | | | | | | 52 | | | | | | 2012 | | | | | | 2023 | | | | | | 2026 | | |
| Wayne A.I. Frederick, M.D.(1) | | | | | II | | | | | | 51 | | | | | | 2022 | | | | | | 2023 | | | | | | 2026 | | |
| Mark J. Hawkins(1) | | | | | II | | | | | | 64 | | | | | | 2023 | | | | | | 2023 | | | | | | 2026 | | |
| George J. Still, Jr.(1)(3)(4)(5) | | | | | II | | | | | | 65 | | | | | | 2009 | | | | | | 2023 | | | | | | 2026 | | |
| Continuing Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Aneel Bhusri | | | | | III | | | | | | 57 | | | | | | 2005 | | | | | | 2024 | | | �� | | | — | | |
| Thomas F. Bogan(4) | | | | | III | | | | | | 71 | | | | | | 2022 | | | | | | 2024 | | | | | | — | | |
| Ann-Marie Campbell(1)(3) | | | | | III | | | | | | 58 | | | | | | 2019 | | | | | | 2024 | | | | | | — | | |
| Lynne M. Doughtie(1)(2)(5) | | | | | I | | | | | | 60 | | | | | | 2021 | | | | | | 2025 | | | | | | — | | |
| Carl M. Eschenbach | | | | | I | | | | | | 56 | | | | | | 2018 | | | | | | 2025 | | | | | | — | | |
| Michael M. McNamara(1)(2)(3) | | | | | I | | | | | | 66 | | | | | | 2011 | | | | | | 2025 | | | | | | — | | |
| Lee J. Styslinger III(1)(2) | | | | | III | | | | | | 62 | | | | | | 2016 | | | | | | 2024 | | | | | | — | | |
| Jerry Yang(1)(4)(5) | | | | | I | | | | | | 54 | | | | | | 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 | | |||||||||
| 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 | |
| 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. | |
| 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. | | ||||||||||||
| 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. | | ||||||||||||
| 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 | | ||||||||||||
| 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 | | ||||||||||||
| 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 | |
| | | | Female | | | Male | | | Non-binary | | | Did not disclose gender | |
| Directors | | | 3 | | | 9 | | | — | | | — | |
| 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 | | | 6 | | | — | | | — | |
| Two or more races or ethnicities | | | — | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | | — | | | — | | | — | |
| Did not disclose demographic background | | | — | | | — | | | — | | | — | |
or technology | information security, or privacy | business operations | development or strategy in the software industry | marketing, or brand building | talent recruitment and retention | or accounting | leadership | public company board service | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | 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 | | | — | | | — | | | — | | | — | |
| | | | FOR | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING JANUARY 31, | | |
| | | | Fiscal Year Ended January 31, | | | | | Fiscal Year Ended January 31, | | ||||||||||||||||||
| | | | 2023 | | 2022 | | | | | 2024 | | 2023 | | ||||||||||||||
| Audit Fees(1) | | | $ | 4,730,468 | | | | $ | 4,631,675 | | | Audit Fees(1) | | | $ | 7,166,474 | | | | $ | 4,759,171 | | | ||||
| Audit Related Fees(2) | | | | 1,266,189 | | | | | 1,051,133 | | | Audit Related Fees(2) | | | | 1,537,910 | | | | | 1,266,189 | | | ||||
| Tax Fees(3) | | | | 888,869 | | | | | 725,017 | | | Tax Fees(3) | | | | 305,104 | | | | | 962,169 | | | ||||
| All Other Fees | | | | — | | | | | — | | | All Other Fees | | | | — | | | | | — | | | ||||
| Total | | | $ | 6,885,526 | | | | $ | 6,407,825 | | | Total | | | $ | 9,009,488 | | | | $ | 6,987,529 | | | |
| | | | FOR | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO WORKDAY’S NAMED EXECUTIVE OFFICERS. | | |
| | | | FOR | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE | | |
| 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 | |
| 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 | |
| | We actively reached out to our top 20 stockholders, representing approximately of the shares of our outstanding Class A common stock. | | | We held meetings with 15 stockholders, representing approximately of the shares of our outstanding Class A common stock. | | |
| | In fiscal 2024, specific meetings with our stockholders included discussions of: • Financial performance; • Board composition, corporate governance, and our dual-class share structure; • Our executive compensation program, including alignment of pay with performance and stock-based compensation dilution; • ESG matters and disclosure, including diversity and inclusion and sustainability metrics, initiatives, and disclosures; and • Our strategic roadmap and growth drivers, including responsible AI. | | |
| | | | Audit Committee | | | Compensation Committee | | | Nominating & Governance Committee | | | Investment Committee | |
| Aneel Bhusri | | | | | | | | | | | | | |
| Thomas F. Bogan | | | | | | | | | | | | | |
| Ann-Marie Campbell | | | | | | | | | | | | | |
| Christa Davies | | | | | | | | | | | | ||
| Lynne M. Doughtie | | | | | | | | | | | | ||
| Carl M. Eschenbach | | | | | | | | | | | | | |
| Wayne A.I. Frederick, M.D. | | | | | | | | | | | | | |
| Mark J. Hawkins | | | | | | | | | | | | | |
| Michael M. McNamara | | | | | | | | | | | | ||
| George J. Still, Jr. | | | | | | | | | | ||||
| ||||||||||||||
| Jerry Yang | | | | | | | | | | | | ||
| = Chair of the Board | | | | | | | | | | | | | |
| | | | | | | | | | | | |
| Audit Committee | | | | |
| Compensation Committee | | | | |
| Nominating and Governance Committee | | | | |
| Investment Committee | | | | |
| 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 | | |
| 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) | | All Other Compensation | | Total Compensation | | 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) | | | | 6/22/2022 | | | | | 3,051 | | | | $ | 416,736 | | | | $ | — | | | | $ | 416,736 | | | George J. Still, Jr. (Vice Chair) | | | | 6/22/2023 | | | | | 2,226 | | | | $ | 491,946 | | | | $ | 491,946 | | | |||||||||
| Thomas F. Bogan | | | | | 6/22/2022 | | | | | 2,077 | | | | | 283,697 | | | | | | | | | | | | | Thomas F. Bogan | | | | 6/22/2023 | | | | | 1,634 | | | | | 361,114 | | | | | 361,114 | | | ||||||||
| | | 3/15/2022 | | | | | 3,288(3) | | | | | 728,029 | | | | | — | | | | | 1,011,726 | | | Ann-Marie Campbell | | | | 6/22/2023 | | | | | 1,634 | | | | | 361,114 | | | | | 361,114 | | | |||||||||||
| Ann-Marie Campbell | | | | 6/22/2022 | | | | | 2,240 | | | | | 305,962 | | | | | — | | | | | 305,962 | | | Christa Davies | | | | 6/22/2023 | | | | | 1,989 | | | | | 439,569 | | | | | 439,569 | | | |||||||||
| Christa Davies | | | | 6/22/2022 | | | | | 2,726 | | | | | 372,344 | | | | | — | | | | | 372,344 | | | Lynne M. Doughtie | | | | 6/22/2023 | | | | | 1,811 | | | | | 400,231 | | | | | 400,231 | | | |||||||||
| Lynne M. Doughtie | | | | 6/22/2022 | | | | | 2,321 | | | | | 317,025 | | | | | — | | | | | 317,025 | | | Wayne A.I. Frederick, M.D. | | | | | 6/22/2023 | | | | | 1,515 | | | | | 334,815 | | | | | | | | ||||||||
| Carl M. Eschenbach | | | | 6/22/2022 | | | | | 2,402(4) | | | | | 328,089 | | | | | — | | | | | 328,089 | | | | | | 10/5/2023(3) | | | | | 107 | | | | | 21,950 | | | | | 356,765 | | | ||||||||||
| Wayne A.I. Frederick, M.D. | | | | | 7/15/2022 | | | | | 5,248(5) | | | | | 738,446 | | | | | | | | | | | | | Mark J. Hawkins | | | | 3/5/2023(4) | | | | | 4,011 | | | | | 768,307 | | | | | | | | ||||||||
| | | 6/22/2022 | | | | | 2,077 | | | | | 283,697 | | | | | — | | | | | 1,022,143 | | | | | | | 6/22/2023 | | | | | 1,515 | | | | | 334,815 | | | | | | | | |||||||||||
| Michael M. McNamara | | | | 6/22/2022 | | | | | 2,645 | | | | | 361,281 | | | | | — | | | | | 361,281 | | | | | | | 10/5/2023(5) | | | | | 161 | | | | | 33,028 | | | | | 1,136,150 | | | |||||||||
| Lee J. Styslinger III | | | | 6/22/2022 | | | | | 2,321 | | | | | 317,025 | | | | | — | | | | | 317,025 | | | Michael M. McNamara | | | | 6/22/2023 | | | | | 1,930 | | | | | 426,530 | | | | | 426,530 | | | |||||||||
| Jerry Yang | | | | 6/22/2022 | | | | | 2,564 | | | | | 350,217 | | | | | — | | | | | 350,217 | | | 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. | | | | | 3,051 | | | | | | 553,543 | | |
| Thomas F. Bogan | | | | | 2,077 | | | | | | 376,830 | | |
| | | 3,288 | | | | | | 596,542 | | | |||
| Ann-Marie Campbell | | | | | 2,240 | | | | | | 406,403 | | |
| | | 327 | | | | | | 59,328 | | | |||
| Christa Davies | | | | | 2,726 | | | | | | 494,578 | | |
| Lynne M. Doughtie | | | | | 2,321 | | | | | | 421,099 | | |
| | | 1,654 | | | | | | 300,085 | | | |||
| Wayne A.I. Frederick, M.D. | | | | | 5,248 | | | | | | 952,145 | | |
| | | 2,077 | | | | | | 376,830 | | | |||
| Michael M. McNamara | | | | | 2,645 | | | | | | 479,882 | | |
| Lee J. Styslinger III | | | | | 2,321 | | | | | | 421,099 | | |
| Jerry Yang | | | | | 2,564 | | | | | | 465,187 | | |
| | | | 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 | |
| Our Values | | | | |
| Total Rewards | | | | |
| Belonging and Diversity | | | | |
| Learning and Development | | | | |
| Communication and Engagement | | | | |
| Health, Safety, and Wellbeing | | | | |
| Products | | | | |
| Trust and Ethics | | | | |
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| | | Data Privacy and Protection | |
| Sustainability | | | | |
| Community Outreach | | | | |
| Executive Officers | | | Age | | | Current Position(s) with Workday | |
| | | 57 | | | |||
| ||||||||
| | | | | | |||
| Sayan Chakraborty | | | | | Co-President | | |
| | | 52 | | | Co-President | | |
| Zane Rowe | | | 53 | | | Chief Financial Officer | |
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Richard H. Sauer | | | | | Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary | | ||
| | | | | | | | |
| Other Executive Management | | ||||||
| Patrick Blair | | | | | President, Global Sales | | |
| James J. Bozzini | | | 56 | | | Executive Director, Enterprise Transformation | |
| Emma Chalwin | | | 50 | | | Chief Marketing Officer | |
| Josh DeFigueiredo | | | | | Chief Information Security Officer | | |
| Ashley D. Goldsmith | | | | | Chief People Officer | | |
| Rani Johnson | | | | | Chief Information Officer | | |
| Alejandro Mayer | | | 46 | | | Chief Strategy and Business Operations Officer | |
| Sheri Rhodes | | | | | Chief Customer Officer | | |
| David Somers | | | 51 | | | Chief Product Officer | |
| Carin Taylor | | | | | Chief Diversity Officer | |
| ANEEL BHUSRI CARL M. ESCHENBACH | | | | |
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| SAYAN CHAKRABORTY | | | | |
| Co-President | | |||
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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 | |
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| Co-President | | |||
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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 | |
| 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 | | |||
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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 Financial Officer | | |
| | | | ||
| Douglas A. Robinson | | | Co-President | |
| | | Former Chief | | |
| James J. Bozzini(4) | | | Former Chief Operating Officer | |
| • increasing our total revenues from • increasing our operating cash flows from • serving a customer community of more than • • achieving a 95%+ customer satisfaction rating, based on the results from a survey of | | | |
| 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. | |
| What We Do Not Do | | |||
| | | No CIC Single Trigger Acceleration: We do not provide for single trigger acceleration of our executives’ equity upon a change in control. | | |
| | | No Hedging or Pledging in Company Securities: Executives, directors, and all employees are prohibited from engaging in any hedging transaction with respect to company equity securities. Executives, directors, and Senior Vice Presidents are further prohibited from pledging company securities as collateral. | | |
| | | No Guaranteed Bonuses: We do not provide guaranteed minimum incentive bonuses. | | |
| | | No Tax Gross-Ups: We do not provide tax gross-ups for “excess parachute payments.” | | |
| | | No Executive Pensions: We do not offer any defined benefit pension plans for executives. | | |
| | | No Evergreen Provision: Our equity plans do not include an evergreen feature that would automatically replenish the shares available for issuance. | |
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| Activision Blizzard, Inc. | | | Palo Alto Networks, Inc. | |
| Adobe Inc. | | | Salesforce, Inc. | |
| Atlassian Corporation* | | | ServiceNow, Inc. | |
| Autodesk, Inc. | | | Shopify Inc. | |
| Block, Inc. | | | Snowflake Inc.* | |
| Crowdstrike Holdings, Inc.* | | | Splunk Inc. | |
| Electronic Arts Inc. | | | Twilio Inc. | |
| Intuit Inc. | | | VMware, Inc. | |
| Okta, Inc. | | | Zoom Video Communications, Inc. | |
| Pay Component | | | Rationale and Value to Stockholders | |
| Base Salary | | | • Generally conservative to market and determined based on experience, skills, and responsibilities as well as alignment to internal pay equity | |
| Performance-Based Cash Incentive | | | • Aligned to Workday’s strategic growth initiatives and encourages achievement of defined corporate performance objectives • Metrics set to drive efficient growth and stockholder value creation • Small portion of overall compensation to maintain program’s focus on equity-based pay | |
| Restricted Stock Units | | | • Incentivizes long-term stockholder value creation and aligns to stockholder interests • Provides retention incentive | |
| Share Price Targets | | |||||||||
| Performance Period | | | Tranche | | | Number of Shares | | | Share Price Target as % Increase from PVU Baseline Price | |
| Years 1-3 | | | 1 | | | 101,217 | | | $194.80 (a 25% increase from the Baseline Price) | |
| Years 2-4 | | | 2 | | | 101,217 | | | $233.76 (a 50% increase from the Baseline Price) | |
| Years 3-5 | | | 3 | | | 101,216 | | | $272.72 (a 75% increase from the Baseline Price) | |
| Total: | | | 303,650 | | | | |
| Named Executive Officer | | Fiscal 2022 Annual Base Salary | | Fiscal 2023 Annual Base Salary | | Year-over-Year Change | | Named Executive Officer | | Fiscal 2023 Annual Base Salary | | Fiscal 2024 Annual Base Salary | | ||||||||||||||||||||
| Aneel Bhusri | | | $ | 65,000 | | | | $ | 65,000 | | | | | — | | | Carl M. Eschenbach | | | $ | 1,000,000 | | | | $ | 1,000,000 | | | |||||
| Carl M. Eschenbach | | | | — | | | | | 1,000,000 | | | | | N/A | | | Aneel Bhusri | | | | 65,000 | | | | | 65,000 | | | |||||
| James J. Bozzini | | | | 350,000 | | | | | 375,000 | | | | | 7.1% | | | Zane Rowe(1) | | | | — | | | | | 700,000 | | | |||||
| Chano Fernandez | | | £ | 470,000 | | | | £ | 470,000 | | | | | — | | | Sayan Chakraborty(1) | | | | — | | | | | 400,000 | | | |||||
| Barbara A. Larson(1) | | | | — | | | | | 420,000 | | | | | N/A | | | Douglas A. Robinson | | | | 375,000 | | | | | 400,000 | | | |||||
| Douglas A. Robinson | | | | 350,000 | | | | | 375,000 | | | | | 7.1% | | | Barbara A. Larson | | | | 420,000 | | | | | 420,000 | | | |||||
| Richard H. Sauer | | | | 500,000 | | | | | 515,000 | | | | | 3.0% | | | James J. Bozzini | | | | 375,000 | | | | | 400,000 | | |
| 1H Financial Portion Funding | | | | | | Weighting of Financial Portion to Full Year Funding | | | | | | 1H Individual Achievement | | | | | | % of Full Year Target Bonus Paid at 1H | |
| 50% | | | x | | | 80% | | | x | | | 100% | | | = | | | 40% | |
| Named Executive Officer | | | Fiscal 2024 Annual Cash Bonus Paid(1) | | | Target Annual Bonus Opportunity (% of Base Salary) | | | % of Target Bonus Paid | | |||||||||
| Carl M. Eschenbach | | | | $ | 1,500,000 | | | | | | 150% | | | | | | 100% | | |
| Aneel Bhusri | | | | | — | | | | | | — | | | | | | — | | |
| Zane Rowe(2) | | | | | 224,384 | | | | | | 50% | | | | | | 100% | | |
| Sayan Chakraborty | | | | | 200,000 | | | | | | 50% | | | | | | 100% | | |
| Douglas A. Robinson | | | | | 400,000 | | | | | | 100% | | | | | | 100% | | |
| Barbara A. Larson(3) | | | | | 84,000 | | | | | | 50% | | | | | | 100% | | |
| James J. Bozzini | | | | | 200,000 | | | | | | 50% | | | | | | 100% | | |
| Named Executive Officer | | | Fiscal 2023 Annual Cash Bonus | | | Target Annual Bonus Opportunity (% of Base Salary) | | | % of Target Bonus Paid | | |||||||||
| Aneel Bhusri | | | | $ | — | | | | | | — | | | | | | — | | |
| Carl M. Eschenbach | | | | | — | | | | | | —(1) | | | | | | — | | |
| Chano Fernandez | | | | £ | 423,000 | | | | | | 100% | | | | | | 90% | | |
| Barbara A. Larson | | | | | 187,000 | | | | | | 50% | | | | | | 90% | | |
| James J. Bozzini | | | | | 166,000 | | | | | | 50% | | | | | | 90% | | |
| Douglas A. Robinson | | | | | 332,000 | | | | | | 100% | | | | | | 90% | | |
| Richard H. Sauer | | | | | 231,000 | | | | | | 50% | | | | | | 90% | | |
| Named Executive Officer | | Grant Date | | Number of Shares Subject to RSU Award(1) | | Grant Date Fair Value of RSU Award(2) | | Named Executive Officer | | Grant Date | | Number of Shares Subject to RSU Award(1) | | Grant Date Fair Value of RSU Award(2) | | ||||||||||||||||||||||||
| Aneel Bhusri | | | | 4/20/2022 | | | | | 63,895 | | | | $ | 14,065,845 | | | Carl M. Eschenbach(3) | | | | — | | | | | — | | | | $ | — | | | ||||||
| Carl M. Eschenbach(3) | | | | 6/22/2022 | | | | | 2,402 | | | | | 328,089 | | | Aneel Bhusri | | | | 4/25/2023 | | | | | 153,774 | | | | | 28,122,189 | | | ||||||
| | | | | 12/28/2022 | | | | | 30,365 | | | | | 4,949,191 | | | Zane Rowe(4) | | | | 7/5/2023 | | | | | 82,568 | | | | | 18,379,637 | | | ||||||
| | | | | 12/28/2022 | | | | | 60,730 | | | | | 9,898,383 | | | | | | | 7/5/2023 | | | | | 82,568 | | | | | 18,379,637 | | | ||||||
| | | | | 12/28/2022 | | | | | 303,650 | | | | | 37,895,520(2) | | | Sayan Chakraborty | | | | 4/20/2023 | | | | | 71,761 | | | | | 13,709,939 | | | ||||||
| | | | | 12/28/2022 | | | | | 303,650 | | | | | 49,491,914 | | | Douglas A. Robinson | | | | 4/20/2023 | | | | | 71,761 | | | | | 13,709,939 | | | ||||||
| Chano Fernandez | | | | 4/20/2022 | | | | | 85,193 | | | | | 18,754,387 | | | Barbara A. Larson(5) | | | | 4/20/2023 | | | | | 51,258 | | | | | 9,792,841 | | | ||||||
| Barbara A. Larson | | | | 4/20/2022 | | | | | 42,597 | | | | | 9,377,304 | | | James J. Bozzini | | | | 4/20/2023 | | | | | 51,258 | | | | | 9,792,841 | | | ||||||
| James J. Bozzini | | | | 4/20/2022 | | | | | 42,597 | | | | | 9,377,304 | | | |||||||||||||||||||||||
| Douglas A. Robinson | | | | 4/20/2022 | | | | | 55,376 | | | | | 12,190,473 | | | |||||||||||||||||||||||
| Richard H. Sauer | | | | 4/20/2022 | | | | | 36,207 | | | | | 7,970,609 | | |
| Tranche | | | Price Hurdle | | | Number of Shares in Tranche | | | Number of Shares Earned and Vested as of January 31, 2024(1) | | | Number of Shares Earned But Not Vested as of January 31, 2024(2) | | | Number of Shares That Have Not Been Earned | | |||||||||||||||
| 1 | | | | $ | 194.80 | | | | | | 101,217 | | | | | | 21,931 | | | | | | 79,286 | | | | | | — | | |
| 2 | | | | $ | 233.76 | | | | | | 101,217 | | | | | | —(3) | | | | | | 101,217 | | | | | | — | | |
| 3 | | | | $ | 272.72 | | | | | | 101,216 | | | | | | — | | | | | | — | | | | | | 101,216 | | |
| Performance Period | | | Tranche | | | Price Hurdle (% Increase from Baseline Price) | | | 45-Day Average Share Price on Achievement Date (% Increase from Baseline Price) | |
| Years 1-3 | | | 1 | | | $194.80 (25% increase) | | | $196.91 (26% increase as of June 20, 2023) | |
| Years 2-4 | | | 2 | | | $233.76 (50% increase) | | | $265.22 (70% increase as of January 20, 2024) | |
| Years 3-5 | | | 3 | | | $272.72 (75% increase) | | | N/A | |
| Name and Principal Position | | Year | | Salary | | Bonus(1) | | Stock Awards(2) | | All Other Compensation(3) | | Total | | Name and Principal Position | | Year | | Salary | | Bonus(1) | | Stock Awards(2) | | Non- Equity Incentive Plan Compensation(3) | | All Other Compensation | | Total | | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Aneel Bhusri Co-Founder, Co-Chief Executive Officer, and Chair of the Board | | | | | 2023 | | | | $ | 65,000 | | | | $ | — | | | | $ | 14,065,845 | | | | $ | 3,147,585 | | | | $ | 17,278,430 | | | Carl M. Eschenbach Chief Executive Officer and Director | | | | | 2024 | | | | $ | 1,000,000 | | | | $ | — | | | | $ | —(4) | | | | $ | 1,500,000 | | | | $ | 21,664(5) | | | | $ | 2,521,664 | | | |||||||||||
| | | 2022 | | | | | 65,000 | | | | | — | | | | | 15,404,483 | | | | | 2,961,923 | | | | | 18,431,406 | | | | | | 2023 | | | | | 119,231 | | | | | — | | | | | 102,563,097(6) | | | | | — | | | | | 2,981 | | | | | 102,685,309 | | | ||||||||||||||||
| | | 2021 | | | | | 65,000 | | | | | — | | | | | — | | | | | 2,628,925 | | | | | 2,693,925 | | | Aneel Bhusri Co-Founder and Executive Chair | | | | | 2024 | | | | | 65,000 | | | | | — | | | | | 28,122,190 | | | | | — | | | | | 2,994,375(7) | | | | | 31,181,565 | | | ||||||||||||||
| Carl M. Eschenbach Co-Chief Executive Officer and Director | | | | 2023 | | | | | 119,231 | | | | | — | | | | | 102,563,097(4) | | | | | 2,981 | | | | | 102,685,309 | | | | | | 2023 | | | | | 65,000 | | | | | — | | | | | 14,065,845 | | | | | — | | | | | 3,166,567(8) | | | | | 17,297,412 | | | ||||||||||||||
| Chano Fernandez Former Co-Chief Executive Officer | | | | | 2023 | | | | | 607,791(5) | | | | | 521,136(5) | | | | | 18,754,387 | | | | | 103,557 | | | | | 19,986,871 | | | | | | 2022 | | | | | 65,000 | | | | | — | | | | | 15,404,483 | | | | | — | | | | | 2,961,923 | | | | | 18,431,406 | | | |||||||||||||
| | | 2022 | | | | | 631,962(5) | | | | | 752,976(5) | | | | | 20,539,224 | | | | | 91,351 | | | | | 22,015,513 | | | Zane Rowe Chief Financial Officer | | | | 2024 | | | | | 452,308 | | | | | 1,000,000 | | | | | 36,759,274 | | | | | 224,384 | | | | | 657(9) | | | | | 38,436,623 | | | |||||||||||||||
| | | 2021 | | | | | 471,712(5) | | | | | 453,735(5) | | | | | 25,867,043 | | | | | 265,284 | | | | | 27,057,774 | | | Sayan Chakraborty Co-President | | | | 2024 | | | | | 400,000 | | | | | — | | | | | 13,709,939 | | | | | 200,000 | | | | | 54,677(10) | | | | | 14,364,616 | | | |||||||||||||||
| Barbara A. Larson Chief Financial Officer | | | | 2023 | | | | | 420,000 | | | | | 187,000 | | | | | 9,377,304 | | | | | 35,097 | | | | | 10,020,001 | | | Douglas A. Robinson Co-President | | | | | 2024 | | | | | 400,000 | | | | | — | | | | | 13,709,939 | | | | | 400,000 | | | | | 45,364(11) | | | | | 14,555,303 | | | ||||||||||||
| James J. Bozzini Chief Operating Officer | | | | | 2023 | | | | | 375,000 | | | | | 166,000 | | | | | 9,377,304 | | | | | 9,323 | | | | | 9,927,627 | | | | | | 2023 | | | | | 375,000 | | | | | 332,000 | | | | | 12,190,473 | | | | | — | | | | | 38,705 | | | | | 12,936,179 | | | |||||||||||||
| | | 2022 | | | | | 350,000 | | | | | 209,000 | | | | | 9,756,190 | | | | | 8,700 | | | | | 10,323,890 | | | | | | 2022 | | | | | 350,000 | | | | | 427,000 | | | | | 11,699,995 | | | | | — | | | | | 7,670 | | | | | 12,484,665 | | | ||||||||||||||||
| | | 2021 | | | | | 350,000 | | | | | 168,000 | | | | | 11,070,499 | | | | | 8,669 | | | | | 11,597,168 | | | Barbara A. Larson Former Chief Financial Officer | | | | | 2024 | | | | | 329,708 | | | | | — | | | | | 9,792,841(12) | | | | | 84,000 | | | | | 22,991(13) | | | | | 10,229,540 | | | ||||||||||||||
| Douglas A. Robinson Co-President | | | | | 2023 | | | | | 375,000 | | | | | 332,000 | | | | | 12,190,473 | | | | | 38,705 | | | | | 12,936,179 | | | | | | 2023 | | | | | 420,000 | | | | | 187,000 | | | | | 9,377,304 | | | | | — | | | | | 35,097 | | | | | 10,020,001 | | | |||||||||||||
| | | 2022 | | | | | 350,000 | | | | | 427,000 | | | | | 11,699,995 | | | | | 7,670 | | | | | 12,484,665 | | | James J. Bozzini Former Chief Operating Officer | | | | | 2024 | | | | | 400,000 | | | | | — | | | | | 9,792,841 | | | | | 200,000 | | | | | 15,417(14) | | | | | 10,408,258 | | | ||||||||||||||
| Richard H. Sauer Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary | | | | | 2023 | | | | | 515,000 | | | | | 231,000 | | | | | 7,970,609 | | | | | 18,302 | | | | | 8,734,911 | | | | | | 2023 | | | | | 375,000 | | | | | 166,000 | | | | | 9,377,304 | | | | | — | | | | | 9,323 | | | | | 9,927,627 | | | |||||||||||||
| | | 2022 | | | | | 500,000 | | | | | 298,000 | | | | | 5,134,741 | | | | | 9,700 | | | | | 5,942,441 | | | | | | 2022 | | | | | 350,000 | | | | | 209,000 | | | | | 9,756,190 | | | | | — | | | | | 8,700 | | | | | 10,323,890 | | | ||||||||||||||||
| | | 2021 | | | | | 500,000 | | | | | 241,000 | | | | | 5,535,323 | | | | | 592,857 | | | | | 6,869,198 | | |
| Name | | | Company Funded 401(k) Match | | | Executive Attendance at Company Events | | | Guest Attendance at Company Events | | | Income Tax Gross-Up(i) | | | Other | | |||||||||||||||
| Aneel Bhusri | | | | $ | 1,965 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 3,145,620(ii) | | |
| Carl M. Eschenbach | | | | | 2,981 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Chano Fernandez | | | | | — | | | | | | 25,717 | | | | | | 11,381 | | | | | | 16,168 | | | | | | 50,290(iii) | | |
| Barbara A. Larson | | | | | 9,316 | | | | | | — | | | | | | 4,484 | | | | | | 13,998 | | | | | | 7,299(iv) | | |
| James J. Bozzini | | | | | 9,323 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Douglas A. Robinson | | | | | 9,326 | | | | | | 15,653 | | | | | | — | | | | | | 11,358 | | | | | | 2,368(v) | | |
| Richard H. Sauer | | | | | 9,321 | | | | | | — | | | | | | — | | | | | | 6,620 | | | | | | 2,361(vi) | | |
| | | | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | | Grant Date Fair Value of Stock Awards(2) | | | | | | | | | | | | | | | | | | | | | | | | | Equity Grants | | ||||||||||||||||||||||||||||||
| Name | | Grant Date | | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | | | | Estimated Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | | Grant Date Fair Value of Stock and Option Awards(3) | | |||||||||||||||||||||||||||||||||||||||||||||
| Aneel Bhusri | | | | 04/20/2022 | | | | | | | | | | | | | | 63,895 | | | | $ | 14,065,845 | | | Name | | Grant Date | | Threshold (#) | | Target (#) | | Maximum (#) | | ||||||||||||||||||||||||||||||||||
| Carl M. Eschenbach(3) | | | | 12/28/2022 | | | | | | | | | | | | | | 30,365 | | | | | 4,949,191 | | | Carl M. Eschenbach | | | | N/A | | | | | 840,000 | | | | | 1,500,000 | | | | | 2,700,000 | | | | | — | | | | $ | — | | | ||||||||||||
| | | | | 12/28/2022 | | | | | | | | | | | | | | 60,730 | | | | | 9,898,383 | | | Aneel Bhusri | | | | 04/25/2023 | | | | | — | | | | | — | | | | | — | | | | | 153,774 | | | | | 28,122,189 | | | ||||||||||||
| | | | | 12/28/2022 | | | | | | | | | | | | | | 303,650 | | | | | 49,491,914 | | | Zane Rowe | | | | | N/A | | | | | 125,655 | | | | | 224,384 | | | | | 403,890 | | | | | — | | | | | — | | | |||||||||||
| | | | | 12/28/2022 | | | | | | | 303,650(4) | | | | | | | | | | | | 37,895,520 | | | | | | 07/05/2023 | | | | | — | | | | | — | | | | | — | | | | | 82,568 | | | | | 18,379,637 | | | |||||||||||||
| | | | | 06/22/2022 | | | | | | | | | | | | | | 2,402 | | | | | 328,089 | | | | | | 07/05/2023 | | | | | — | | | | | — | | | | | — | | | | | 82,568(4) | | | | | 18,379,637 | | | |||||||||||||
| Chano Fernandez | | | | 04/20/2022 | | | | | | | | | | | | | | 85,193 | | | | | 18,754,387 | | | Sayan Chakraborty | | | | | N/A | | | | | 112,000 | | | | | 200,000 | | | | | 360,000 | | | | | — | | | | | — | | | |||||||||||
| Barbara A. Larson | | | | 04/20/2022 | | | | | | | | | | | | | | 42,597 | | | | | 9,377,304 | | | | | | 04/20/2023 | | | | | — | | | | | — | | | | | — | | | | | 71,761 | | | | | 13,709,939 | | | |||||||||||||
| James J. Bozzini | | | | 04/20/2022 | | | | | | | | | | | | | | 42,597 | | | | | 9,377,304 | | | Douglas A. Robinson | | | | | N/A | | | | | 224,000 | | | | | 400,000 | | | | | 720,000 | | | | | — | | | | | — | | | |||||||||||
| Douglas A. Robinson | | | | 04/20/2022 | | | | | | | | | | | | | | 55,376 | | | | | 12,190,473 | | | | | | 04/20/2023 | | | | | — | | | | | — | | | | | — | | | | | 71,761 | | | | | 13,709,939 | | | |||||||||||||
| Richard H. Sauer | | | | 04/20/2022 | | | | | | | | | | | | | | 36,207 | | | | | 7,970,609 | | | Barbara A. Larson | | | | | N/A | | | | | 117,600 | | | | | 210,000 | | | | | 378,000 | | | | | — | | | | | — | | | |||||||||||
| | | | 04/20/2023 | | | | | — | | | | | — | | | | | — | | | | | 51,258(5) | | | | | 9,792,841 | | | |||||||||||||||||||||||||||||||||||||||
James J. Bozzini | | | | | N/A | | | | | 112,000 | | | | | 200,000 | | | | | 360,000 | | | | | — | | | | | — | | | ||||||||||||||||||||||||||||||||||||||
| | | | 04/20/2023 | | | | | — | | | | | — | | | | | — | | | | | 51,258 | | | | | 9,792,841 | | |
| | | | | | | | | | STOCK AWARDS | | |||||||||||||||||||||
| Name | | | Grant Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | | Market Value of Shares or Units of Stock That Have Not Vested(2) | | | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested | | |||||||||||||||
| Aneel Bhusri | | | | | 04/20/2022 | | | | | | 63,895 | | | | | $ | 11,592,470 | | | | | | | | | | | | | | |
| | | 04/15/2021 | | | | | | 33,291 | | | | | | 6,039,986 | | | | | | | | | | | | | | | |||
| | | 04/22/2019 | | | | | | 3,263 | | | | | | 592,006 | | | | | | | | | | | | | | | |||
| Carl M. Eschenbach(3) | | | | | 12/28/2022 | | | | | | | | | | | | | | | | | | 30,365 | | | | | | 5,509,122 | | |
| | | 12/28/2022 | | | | | | 60,730 | | | | | | 11,018,244 | | | | | | | | | | | | | | | |||
| | | 12/28/2022 | | | | | | 303,650 | | | | | | 55,091,220 | | | | | | | | | | | | | | | |||
| | | 12/28/2022 | | | | | | | | | | | | | | | | | | 303,650 | | | | | $ | 37,895,520(2) | | | |||
| | | 06/22/2022 | | | | | | 2,402 | | | | | | 435,795 | | | | | | | | | | | | | | | |||
| Chano Fernandez | | | | | 04/20/2022 | | | | | | 85,193 | | | | | | 15,456,566 | | | | | | | | | | | | | | |
| | | 04/15/2021 | | | | | | 44,387 | | | | | | 8,053,133 | | | | | | | | | | | | | | | |||
| | | 09/15/2020 | | | | | | 31,178 | | | | | | 5,656,625 | | | | | | | | | | | | | | | |||
| | | 04/15/2020 | | | | | | 23,685 | | | | | | 4,297,170 | | | | | | | | | | | | | | | |||
| | | 04/22/2019 | | | | | | 3,263 | | | | | | 592,006 | | | | | | | | | | | | | | | |||
| Barbara A. Larson | | | | | 04/20/2022 | | | | | | 42,597 | | | | | | 7,728,374 | | | | | | | | | | | | | | |
| | | 12/15/2021 | | | | | | 5,371 | | | | | | 974,461 | | | | | | | | | | | | | | | |||
| | | 04/15/2021 | | | | | | 6,658 | | | | | | 1,207,961 | | | | | | | | | | | | | | | |||
| | | 04/15/2020 | | | | | | 7,106 | | | | | | 1,289,242 | | | | | | | | | | | | | | | |||
| | | 01/15/2020 | | | | | | 1,480 | | | | | | 268,516 | | | | | | | | | | | | | | | |||
| | | 04/22/2019 | | | | | | 979 | | | | | | 177,620 | | | | | | | | | | | | | | | |||
| James J. Bozzini | | | | | 04/20/2022 | | | | | | 42,597 | | | | | | 7,728,374 | | | | | | | | | | | | | | |
| | | 04/15/2021 | | | | | | 21,084 | | | | | | 3,825,270 | | | | | | | | | | | | | | | |||
| | | 04/15/2020 | | | | | | 23,685 | | | | | | 4,297,170 | | | | | | | | | | | | | | | |||
| | | 04/22/2019 | | | | | | 2,937 | | | | | | 532,860 | | | | | | | | | | | | | | |
| | | | | | | | STOCK AWARDS | | | | | | | | | STOCK AWARDS | | ||||||||||||||||||||||||||||||||||||||||
| Name | | Grant Date | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested(2) | | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested | | Name | | Grant Date | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested(2) | | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested | | ||||||||||||||||||||||||||||||||||
| Douglas A. Robinson | | | | | 04/20/2022 | | | | | 55,376 | | | | | 10,046,868 | | | | | | | Carl M. Eschenbach | | | | | 12/28/2022 | | | | | 227,738 | | | | $ | 66,287,700 | | | | | | | | | | | | | ||||||||
| | | 12/15/2021 | | | | | 5,371 | | | | | 974,461 | | | | | | | | | | 12/28/2022 | | | | | 180,503(3) | | | | | 52,539,008 | | | | | 101,216(4) | | | | $ | 26,914,347 | | | |||||||||||||
| | | 04/15/2021 | | | | | 16,646 | | | | | 3,020,084 | | | | | | | Aneel Bhusri | | | | | 04/25/2023 | | | | | 153,774 | | | | | 44,758,998 | | | | | | | | | | | | | |||||||||||
| | | 03/15/2021 | | | | | 4,410 | | | | | 800,106 | | | | | | | | | | 04/20/2022 | | | | | 35,942 | | | | | 10,461,638 | | | | | | | | | | | | | |||||||||||||
| | | 04/15/2020 | | | | | 9,474 | | | | | 1,718,868 | | | | | | | | | | 04/15/2021 | | | | | 18,495 | | | | | 5,383,340 | | | | | | | | | | | | | |||||||||||||
| | | 04/22/2019 | | | | | 979 | | | | | 177,620 | | | | | | | Zane Rowe | | | | | 07/05/2023 | | | | | 82,568 | | | | | 24,033,068 | | | | | | | | | | | | | |||||||||||
| Richard H. Sauer | | | | | 04/20/2022 | | | | | 36,207 | | | | | 6,569,036 | | | | | | | | | | 07/05/2023 | | | | | 61,926(5) | | | | | 18,024,801 | | | | | | | | | | | | | ||||||||||
| | | 04/15/2021 | | | | | 11,097 | | | | | 2,013,329 | | | | | | | Sayan Chakraborty | | | | | 04/20/2023 | | | | | 71,761 | | | | | 20,887,474 | | | | | | | | | | | | | |||||||||||
| | | 04/15/2020 | | | | | 11,843 | | | | | 2,148,675 | | | | | | | | | | 04/20/2022 | | | | | 28,753 | | | | | 8,369,136 | | | | | | | | | | | | | |||||||||||||
| | | 10/15/2019 | | | | | 7,588 | | | | | 1,376,691 | | | | | | | | | | 04/15/2021 | | | | | 10,480 | | | | | 3,050,414 | | | | | | | | | | | | | |||||||||||||
| | | | 04/15/2020 | | | | | 3,553 | | | | | 1,034,172 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||
Douglas A Robinson | | | | | 04/20/2023 | | | | | 71,761 | | | | | 20,887,474 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||
| | | 04/20/2022 | | | | | 31,149 | | | | | 9,066,539 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | 12/15/2021 | | | | | 3,581 | | | | | 1,042,322 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | | 04/15/2021 | | | | | 9,248 | | | | | 2,691,815 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||
| | | 03/15/2021 | | | | | 2,450 | | | | | 713,122 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | 04/15/2020 | | | | | 1,895 | | | | | 551,578 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
Barbara A. Larson(6) | | | | | 04/20/2022 | | | | | 23,961 | | | | | 6,974,328 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||
| | | 12/15/2021 | | | | | 3,581 | | | | | 1,042,322 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | 04/15/2021 | | | | | 3,699 | | | | | 1,076,668 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | | 04/15/2020 | | | | | 1,422 | | | | | 413,902 | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||
James J. Bozzini | | | | | 04/20/2023 | | | | | 51,258 | | | | | 14,919,666 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||
| | | 04/20/2022 | | | | | 23,961 | | | | | 6,974,328 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | 04/15/2021 | | | | | 11,714 | | | | | 3,409,594 | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| | | | 04/15/2020 | | | | | 4,737 | | | | | 1,378,799 | | | | | | | | | | | | |
| | | RSU Awards | | | | Stock Awards | | ||||||||||||||||||||
| Name | | Number of Shares Acquired on Vesting | | Value Realized on Vesting(1) | | Name | | Number of Shares Acquired on Vesting | | Value Realized on Vesting(1) | | ||||||||||||||||
| Aneel Bhusri | | | | 43,834 | | | | $ | 8,279,959 | | | Carl M. Eschenbach | | | | 191,340(2) | | | | $ | 45,219,838 | | | ||||
| Carl M. Eschenbach | | | | 2,153(2) | | | | | 419,691 | | | Aneel Bhusri | | | | 46,012 | | | | | 10,039,240 | | | ||||
| Chano Fernandez | | | | 88,983 | | | | | 16,192,504 | | | Zane Rowe | | | | 20,642 | | | | | 4,917,440 | | | ||||
| Barbara A. Larson | | | | 24,278 | | | | | 4,479,194 | | | Sayan Chakraborty | | | | 49,062 | | | | | 10,847,771 | | | ||||
| James J. Bozzini | | | | 50,271 | | | | | 9,038,036 | | | Douglas A. Robinson | | | | 43,933 | | | | | 9,677,964 | | | ||||
| Douglas A. Robinson | | | | 31,369 | | | | | 5,777,786 | | | Barbara A. Larson | | | | 31,528 | | | | | 6,922,113 | | | ||||
| Richard H. Sauer | | | | 28,221 | | | | | 4,959,307 | | | James J. Bozzini | | | | 49,891 | | | | | 11,016,261 | | |
| Year | | | Summary Compensation Table Total for PEO ($) (Bhusri)(1) | | | Compensation Actually Paid to PEO ($) (Bhusri)(4)(5) | | | Summary Compensation Table Total for PEO ($) (Eschenbach)(2) | | | Compensation Actually Paid to PEO ($) (Eschenbach)(4)(6) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(4)(7) | | | Value of Initial Fixed $100 Investment Based On:(8) | | | Net Income ($ millions)(9) | | | Adjusted Subscription Revenue ($ millions)(10) | | |||||||||||||||||||||||||||||||||
| Total Shareholder Return ($) | | | Peer Group Total Shareholder Return ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | | | (b)(1) | | | (c)(1) | | | (b)(2) | | | (c)(2) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||||||||
| FY24 | | | | | 31,181,565 | | | | | | 55,478,130 | | | | | | 2,521,664 | | | | | | 83,532,656 | | | | | | 17,598,668 | | | | | | 26,543,948 | | | | | | 158 | | | | | | 179 | | | | | | 1,381 | | | | | | 6.61 | | |
| FY23 | | | | | 17,297,412 | | | | | | 9,397,020 | | | | | | 102,685,309 | | | | | | 109,947,072 | | | | | | 10,404,679 | | | | | | 3,826,484 | | | | | | 98 | | | | | | 119 | | | | | | (367) | | | | | | 5.58 | | |
| FY22 | | | | | 18,431,406 | | | | | | 19,634,025 | | | | | | — | | | | | | — | | | | | | 9,768,972 | | | | | | 11,928,801 | | | | | | 137 | | | | | | 146 | | | | | | 29 | | | | | | 4.55 | | |
| FY21 | | | | | 2,693,925 | | | | | | 5,713,506 | | | | | | — | | | | | | — | | | | | | 10,037,001 | | | | | | 17,263,222 | | | | | | 123 | | | | | | 132 | | | | | | (282) | | | | | | 3.79 | | |
| | | | Summary Compensation Table Total for PEO (Bhusri)(1) | | | Compensation Actually Paid to PEO (Bhusri) (4)(5) | | | Summary Compensation Table Total for PEO (Eschenbach) (2) | | | Compensation Actually Paid to PEO (Eschenbach) (4)(6) | | | Summary Compensation Table Total for PEO (Fernandez)(2)(7) | | | Compensation Actually Paid to PEO (Fernandez)(4)(7) | | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | | | Average Compensation Actually Paid to Non-PEO NEOs (4)(8) | | | Value of Initial Fixed $100 Investment Based On: (9) | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||
| Year | | | Total Shareholder Return | | | Peer Group Total Shareholder Return | | | Net Income (thousands) (10) | | | Subscription Revenues (thousands) (11) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | | | (b)(1) | | | (c)(1) | | | (b)(2) | | | (c)(2) | | | (b)(3) | | | (c)(3) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||||||||||||||
| FY23 | | | | $ | 17,278,430 | | | | | $ | 9,378,038 | | | | | $ | 102,685,309 | | | | | $ | 109,947,072 | | | | | $ | 19,986,871 | | | | | $ | 3,030,084 | | | | | $ | 10,404,679 | | | | | $ | 3,826,484 | | | | | $ | 98 | | | | | $ | 118 | | | | | $ | (366,749) | | | | | $ | 5,567,206 | | |
| FY22 | | | | $ | 18,431,406 | | | | | $ | 19,634,025 | | | | | | — | | | | | | — | | | | | $ | 22,015,513 | | | | | $ | 27,405,062 | | | | | $ | 9,768,972 | | | | | $ | 11,928,801 | | | | | $ | 137 | | | | | $ | 146 | | | | | $ | 29,373 | | | | | $ | 4,546,313 | | |
| FY21 | | | | $ | 2,693,925 | | | | | $ | 5,713,506 | | | | | | — | | | | | | — | | | | | $ | 27,057,774 | | | | | $ | 37,492,416 | | | | | $ | 10,037,001 | | | | | $ | 17,263,222 | | | | | $ | 123 | | | | | $ | 132 | | | | | $ | (282,431) | | | | | $ | 3,788,452 | | |
| FY24 | | | FY23 | | | FY22 | | | FY21 | |
| James J. Bozzini | | | James J. Bozzini | | | James J. Bozzini | | | James J. Bozzini | |
| Sayan Chakraborty | | | Barbara A. Larson | | | Douglas A. Robinson | | | Richard H. Sauer | |
| Barbara A. Larson | | | Douglas A. Robinson | | | Richard H. Sauer | | | Robynne D. Sisco | |
| Douglas A. Robinson | | | Richard H. Sauer | | | Robynne D. Sisco | | | | |
| Zane Rowe | | | | | | | | | | |
| | | | FY23 | | | FY22 | | | FY21 | | |||||||||
| Total Reported in Summary Compensation Table (SCT) | | | | $ | 17,278,430 | | | | | $ | 18,431,406 | | | | | $ | 2,693,925 | | |
| Less, value of Stock Awards reported in SCT | | | | | (14,065,845) | | | | | | (15,404,483) | | | | | | — | | |
| Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | | | | 11,592,470 | | | | | | 14,973,638 | | | | | | — | | |
| Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | | | | | (2,616,535) | | | | | | 540,329 | | | | | | 2,599,869 | | |
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | — | | | | | | — | | | | | | — | | |
| Plus, Change in Fair Value (from prior year-end) of Prior Year Awards that Vested this year | | | | | (2,810,481) | | | | | | 1,093,135 | | | | | | 419,712 | | |
| Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | | | | | — | | | | | | — | | | | | | — | | |
| Total Adjustments | | | | | (7,900,391) | | | | | | 1,202,619 | | | | | | 3,019,581 | | |
| Compensation Actually Paid | | | | $ | 9,378,038 | | | | | $ | 19,634,025 | | | | | $ | 5,713,506 | | |
| | | | FY24 | | |||
| Total Reported in Summary Compensation Table (SCT)($) | | | | | 31,181,565 | | |
| Less, value of Stock Awards reported in SCT | | | | | 28,122,189 | | |
| Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | | | | 44,758,998 | | |
| Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | | | | | 5,968,473 | | |
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | — | | |
| Plus, Change in Fair Value (from prior year-end) of Prior Year Awards that Vested this year | | | | | 1,691,283 | | |
| Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | | | | | — | | |
| Total Adjustments | | | | | 52,418,754 | | |
| Compensation Actually Paid | | | | | 55,478,130 | | |
| | | | FY23 | | | FY22 | | | FY21 | | |||||||||
| Total Reported in Summary Compensation Table (SCT) | | | | $ | 102,685,309 | | | | | | — | | | | | | — | | |
| Less, value of Stock Awards reported in SCT(i) | | | | | (102,563,097) | | | | | | — | | | | | | — | | |
| Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding(i) | | | | | 109,949,900 | | | | | | — | | | | | | — | | |
| Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | | | | | — | | | | | | — | | | | | | — | | |
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | — | | | | | | — | | | | | | — | | |
| Plus, Change in Fair Value (from prior year-end) of Prior Year Awards that Vested this year(ii) | | | | | (125,040) | | | | | | — | | | | | | — | | |
| Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | | | | | — | | | | | | — | | | | | | — | | |
| Total Adjustments | | | | | 7,261,764 | | | | | | — | | | | | | — | | |
| Compensation Actually Paid | | | | $ | 109,947,072 | | | | | | — | | | | | | — | | |
| | | | FY24 | | |||
| Total Reported in Summary Compensation Table (SCT)($) | | | | | 2,521,664 | | |
| Less, value of Stock Awards reported in SCT(i) | | | | | — | | |
| Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding(i) | | | | | — | | |
| Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding(ii) | | | | | 69,264,018 | | |
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | — | | |
| Plus, Change in Fair Value (from prior year-end) of Prior Year Awards that Vested this year(iii) | | | | | 11,746,974 | | |
| Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | | | | | — | | |
| Total Adjustments | | | | | 81,010,992 | | |
| Compensation Actually Paid | | | | | 83,532,656 | | |
| | | | FY23 | | | FY22 | | | FY21 | | |||||||||
| Total Reported in Summary Compensation Table (SCT) | | | | $ | 19,986,871 | | | | | $ | 22,015,513 | | | | | $ | 27,057,774 | | |
| Less, value of Stock Awards reported in SCT | | | | | (18,754,387) | | | | | | (20,539,224) | | | | | | (25,867,043) | | |
| Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | | | | 15,456,566 | | | | | | 19,964,767 | | | | | | 33,458,969 | | |
| Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | | | | | (7,337,881) | | | | | | 2,868,717 | | | | | | 2,824,708 | | |
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | — | | | | | | — | | | | | | — | | |
| Plus, Change in Fair Value (from prior year-end) of Prior Year Awards that Vested this year | | | | | (6,321,085) | | | | | | 3,095,289 | | | | | | 18,008 | | |
| Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | | | | | — | | | | | | — | | | | | | — | | |
| Total Adjustments | | | | | (16,956,786) | | | | | | 5,389,549 | | | | | | 10,434,642 | | |
| Compensation Actually Paid | | | | $ | 3,030,084 | | | | | $ | 27,405,062 | | | | | $ | 37,492,416 | | |
| | | | FY23 | | | FY22 | | | FY21 | | |||||||||
| Total Reported in Summary Compensation Table (SCT) | | | | $ | 10,404,679 | | | | | $ | 9,768,972 | | | | | $ | 10,037,001 | | |
| Less, value of Stock Awards reported in SCT | | | | | (9,728,922) | | | | | | (9,086,779) | | | | | | (9,225,440) | | |
| Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | | | | 8,018,163 | | | | | | 8,809,998 | | | | | | 14,370,265 | | |
| Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | | | | | (2,446,390) | | | | | | 1,176,201 | | | | | | 1,786,084 | | |
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | — | | | | | | — | | | | | | — | | |
| Plus, Change in Fair Value (from prior year-end) of Prior Year Awards that Vested this year | | | | | (2,421,046) | | | | | | 1,260,409 | | | | | | 295,312 | | |
| Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | | | | | — | | | | | | — | | | | | | — | | |
| Total Adjustments | | | | | (6,578,195) | | | | | | 2,159,829 | | | | | | 7,226,221 | | |
| Compensation Actually Paid | | | | $ | 3,826,484 | | | | | $ | 11,928,801 | | | | | $ | 17,263,222 | | |
| | | | FY24 | | |||
| Total Reported in Summary Compensation Table (SCT)($) | | | | | 17,598,668 | | |
| Less, value of Stock Awards reported in SCT | | | | | 16,752,967 | | |
| Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | | | | | 19,750,497 | | |
| Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | | | | | 3,600,227 | | |
| Plus, FMV of Awards Granted this Year and that Vested this Year | | | | | 983,488 | | |
| Plus, Change in Fair Value (from prior year-end) of Prior Year Awards that Vested this year | | | | | 1,364,035 | | |
| Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | | | | | — | | |
| Total Adjustments | | | | | 25,698,247 | | |
| Compensation Actually Paid | | | | | 26,543,948 | | |
Annual Customer Satisfaction Score Workday Class A common stock price |
| | Adjusted Subscription Revenue Annual Customer Satisfaction Score Workday Class A Common Stock Price | | |
| Plan Category | | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(1) | | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | |||||||||
| Equity compensation plans approved by security holders | | | | | 14,548,019(2) | | | | | $ | 30.36 | | | | | | 32,867,797(3) | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Plan Category | | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | | | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(1) | | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | |||||||||
| Equity compensation plans approved by security holders | | | | | 15,438,283(2) | | | | | $ | 29.20 | | | | | | 24,333,810(3) | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| | | | Shares Beneficially Owned | | | % of Total Voting Power(1) | | | | | Shares Beneficially Owned | | | % of Total Voting Power(1) | | ||||||||||||||||||||||||||||||||||||||||||||||||
| | | | Class A | | Class B | | | | | Class A | | Class B | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Name of Beneficial Owner | | Shares | | % | | Shares | | % | | Name of Beneficial Owner | | Shares | | % | | Shares | | % | | ||||||||||||||||||||||||||||||||||||||||||||
| Named Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | Named Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Aneel Bhusri(2) | | | | 326,474 | | | | | * | | | | | 53,491,299 | | | | | 98% | | | | | 71% | | | Carl M. Eschenbach(2) | | | | 176,515 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Carl M. Eschenbach(3) | | | | 71,942 | | | | | * | | | | | — | | | | | — | | | | | * | | | Aneel Bhusri(3) | | | | 361,719 | | | | | * | | | | | 51,818,654 | | | | | 98% | | | | | 70% | | | ||||||||||
| James J. Bozzini(4) | | | | 248,699 | | | | | * | | | | | — | | | | | — | | | | | * | | | James J. Bozzini(4) | | | | 270,912 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Chano Fernandez(5) | | | | 80,476 | | | | | * | | | | | — | | | | | — | | | | | * | | | Sayan Chakraborty(5) | | | | 10,248 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Barbara A. Larson(6) | | | | 18,744 | | | | | * | | | | | — | | | | | — | | | | | * | | | Barbara A. Larson(6) | | | | 3,186 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Douglas A. Robinson(7) | | | | 49,787 | | | | | * | | | | | — | | | | | — | | | | | * | | | Douglas A. Robinson(7) | | | | 61,770 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Richard H. Sauer(8) | | | | 30,691 | | | | | * | | | | | — | | | | | — | | | | | * | | | Zane Rowe(8) | | | | 15,974 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Thomas F. Bogan(9) | | | | 41,823 | | | | | * | | | | | — | | | | | — | | | | | * | | | Thomas F. Bogan(9) | | | | 44,279 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Ann-Marie Campbell(10) | | | | 11,170 | | | | | * | | | | | — | | | | | — | | | | | * | | | Ann-Marie Campbell(10) | | | | 14,108 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Christa Davies(11) | | | | 166,198 | | | | | * | | | | | — | | | | | — | | | | | * | | | Christa Davies(11) | | | | 134,854 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Lynne M. Doughtie(12) | | | | 5,188 | | | | | * | | | | | — | | | | | — | | | | | * | | | Lynne M. Doughtie(12) | | | | 7,918 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Wayne A.I. Frederick, M.D.(13) | | | | 2,077 | | | | | * | | | | | — | | | | | — | | | | | * | | | Wayne A.I. Frederick, M.D.(13) | | | | 5,995 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Mark J. Hawkins | | | | 0 | | | | | * | | | | | — | | | | | — | | | | | * | | | Mark J. Hawkins(14) | | | | 2,930 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Michael M. McNamara(14) | | | | 25,126 | | | | | * | | | | | — | | | | | — | | | | | * | | | Michael M. McNamara(15) | | | | 27,056 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| George J. Still, Jr.(15) | | | | 164,903 | | | | | * | | | | | 120,784 | | | | | * | | | | | * | | | George J. Still, Jr.(16) | | | | 147,129 | | | | | * | | | | | 120,784 | | | | | * | | | | | * | | | ||||||||||
| Lee J. Styslinger III(16) | | | | 43,962 | | | | | * | | | | | — | | | | | — | | | | | * | | | Jerry Yang(17) | | | | 94,414 | | | | | * | | | | | — | | | | | — | | | | | * | | | ||||||||||
| Jerry Yang(17) | | | | 92,544 | | | | | * | | | | | — | | | | | — | | | | | * | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Current Executive Officers and Directors as a Group (15 persons)(18) | | | | 1,115,552 | | | | | * | | | | | 51,939,438 | | | | | 98% | | | | | 70% | | | ||||||||||
| Current Executive Officers and Directors as a Group (17 persons)(18) | | | | 1,309,732 | | | | | * | | | | | 53,612,083 | | | | | 98% | | | | | 71% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | 5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| 5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | David A. Duffield(19) | | | | 945,997 | | | | | * | | | | | 51,818,654 | | | | | 98% | | | | | 70% | | | ||||||||||
| David A. Duffield(19) | | | | 427,997 | | | | | * | | | | | 53,491,299 | | | | | 98% | | | | | 71% | | | BlackRock, Inc. and affiliates(20) | | | | 13,341,449 | | | | | 6% | | | | | — | | | | | — | | | | | 2% | | | ||||||||||
| BlackRock, Inc. and affiliates(20) | | | | 12,119,404 | | | | | 6% | | | | | — | | | | | — | | | | | 2% | | | The Vanguard Group, Inc. and affiliates(21) | | | | 14,448,125 | | | | | 7% | | | | | — | | | | | — | | | | | 2% | | | ||||||||||
| The Vanguard Group, Inc. and affiliates(21) | | | | 13,181,709 | | | | | 6% | | | | | — | | | | | — | | | | | 2% | | |
| | | | Chief Executive Officer | | | All Other Eligible Executive Officers | |
| Non-CIC Qualifying Termination(1) | | | • The payments and acceleration benefits under “All Other Eligible Executive Officers” • An additional lump sum cash payment equal to one times the target annual bonus | | | • A lump sum cash payment equal to annual base salary • A lump sum cash payment equal to the target annual bonus, subject to certain pro rata adjustments • Acceleration of time-based outstanding equity awards that would have vested within 12 months following the Non-CIC Qualifying Termination, other than equity awards granted within the 12 months prior to the Non-CIC Qualifying Termination • A lump sum cash payment equal to 12 months of COBRA premiums | |
| CIC Qualifying Termination(1) | | | • A lump sum cash payment equal to two times annual base salary • A lump sum cash payment equal to two times the target annual bonus • Acceleration of all outstanding time-based outstanding equity awards • A lump sum cash payment equal to 24 months of COBRA premiums | | | • A lump sum cash payment equal to annual base salary • A lump sum cash payment equal to the target annual bonus • Acceleration of all outstanding time-based outstanding equity awards • A lump sum cash payment equal to 12 months of COBRA premiums | |
| Name | | | Severance | | | Cash Target Bonus | | | Benefit Continuation | | | Intrinsic Value of Accelerated Equity Awards | | | Total | | |||||||||||||||
| RSU and PVU Awards(1) | | ||||||||||||||||||||||||||||||
| Aneel Bhusri | | | | $ | 130,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 18,224,462 | | | | | $ | 18,354,462 | | |
| Carl M. Eschenbach | | | | | 2,000,000 | | | | | | 3,000,000 | | | | | | 52,730 | | | | | | 66,545,258(2) | | | | | | 71,597,988 | | |
| Chano Fernandez | | | | | 579,040(3) | | | | | | 579,040(3) | | | | | | 37,108 | | | | | | 34,055,500 | | | | | | 35,250,688 | | |
| Barbara A. Larson | | | | | 420,000 | | | | | | 210,000 | | | | | | 26,177 | | | | | | 11,646,173 | | | | | | 12,302,350 | | |
| James J. Bozzini | | | | | 375,000 | | | | | | 187,500 | | | | | | 26,365 | | | | | | 16,383,673 | | | | | | 16,972,538 | | |
| Douglas A. Robinson | | | | | 375,000 | | | | | | 375,000 | | | | | | 26,365 | | | | | | 16,738,006 | | | | | | 17,514,371 | | |
| Richard H. Sauer | | | | | 515,000 | | | | | | 257,500 | | | | | | 26,365 | | | | | | 12,107,731 | | | | | | 12,906,596 | | |
| Name | | | Severance | | | Cash Target Bonus | | | Intrinsic Value of Accelerated Equity Awards | | | Total | | ||||||||||||
| RSU and PVU Awards(1) | | ||||||||||||||||||||||||
| Carl M. Eschenbach | | | | $ | 1,000,000 | | | | | $ | 1,500,000 | | | | | $ | 25,226,753(2) | | | | | $ | 27,726,753 | | |
| Name | | | Cash Severance | | | Cash Target Bonus | | | Benefit Continuation | | | Intrinsic Value of Accelerated Equity Awards | | | Total | | |||||||||||||||
| RSU and PVU Awards(1) | | ||||||||||||||||||||||||||||||
| Carl M. Eschenbach | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-CIC Qualifying Termination(2) | | | | $ | 2,500,000 | | | | | $ | 1,500,000 | | | | | $ | 48,122 | | | | | $ | 40,264,004 | | | | | $ | 44,312,126 | | |
| CIC Qualifying Termination(3) | | | | | 2,000,000 | | | | | | 3,000,000 | | | | | | 96,243 | | | | | | 148,287,649 | | | | | | 153,383,892 | | |
| Death or Disability | | | | | — | | | | | | — | | | | | | — | | | | | | 118,826,708 | | | | | | 118,826,708 | | |
| Aneel Bhusri | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-CIC Qualifying Termination | | | | | 65,000 | | | | | | — | | | | | | 19,376 | | | | | | 8,956,224 | | | | | | 9,040,600 | | |
| CIC Qualifying Termination | | | | | 130,000 | | | | | | — | | | | | | 38,752 | | | | | | 60,603,976 | | | | | | 60,772,728 | | |
| Zane Rowe | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-CIC Qualifying Termination(4) | | | | | 700,000 | | | | | | 350,000 | | | | | | 48,122 | | | | | | 21,028,934 | | | | | | 22,127,056 | | |
| CIC Qualifying Termination | | | | | 700,000 | | | | | | 350,000 | | | | | | 48,122 | | | | | | 42,057,869 | | | | | | 43,155,991 | | |
| Sayan Chakraborty | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-CIC Qualifying Termination | | | | | 400,000 | | | | | | 200,000 | | | | | | 51,373 | | | | | | 7,194,086 | | | | | | 7,845,459 | | |
| CIC Qualifying Termination | | | | | 400,000 | | | | | | 200,000 | | | | | | 51,373 | | | | | | 33,341,195 | | | | | | 33,992,568 | | |
| Douglas A. Robinson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-CIC Qualifying Termination | | | | | 400,000 | | | | | | 400,000 | | | | | | 51,373 | | | | | | 7,825,999 | | | | | | 8,677,372 | | |
| CIC Qualifying Termination | | | | | 400,000 | | | | | | 400,000 | | | | | | 51,373 | | | | | | 34,952,850 | | | | | | 35,804,223 | | |
| Barbara A. Larson(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-CIC Qualifying Termination | | | | | — | | | | | | — | | | | | | 13,092 | | | | | | — | | | | | | 13,092 | | |
| CIC Qualifying Termination | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Jim J. Bozzini | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Non-CIC Qualifying Termination | | | | | 400,000 | | | | | | 200,000 | | | | | | 48,122 | | | | | | 7,206,020 | | | | | | 7,854,142 | | |
| CIC Qualifying Termination | | | | | 400,000 | | | | | | 200,000 | | | | | | 48,122 | | | | | | 26,682,387 | | | | | | 27,330,509 | | |
| | Proposal 1 | | | | |
| | | | The election to our Board of Directors of the following | |
| | Proposal 2 | | | | |
| | | | A proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, | |
| | Proposal 3 | | | | |
| | | | A proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement | |
| | Proposal 4 | | | ||
| | | | A | |
| | | | Year Ended January 31, | | |||||||||||||||||||||
| | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | ||||||||||||
| Subscription services revenue | | | | $ | 6,603 | | | | | $ | 5,567 | | | | | $ | 4,546 | | | | | $ | 3,788 | | |
| Effects of foreign currency translation adjustments | | | | | 6 | | | | | | 15 | | | | | | * | | | | | | * | | |
| Non-GAAP adjusted subscription revenue | | | | $ | 6,609 | | | | | $ | 5,582 | | | | | $ | 4,546 | | | | | $ | 3,788 | | |