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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Workday Inc | NASDAQ:WDAY | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.48 | -0.19% | 249.43 | 248.00 | 252.95 | 251.22 | 247.66 | 249.30 | 1,647,175 | 23:53:43 |
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Date
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| | June 8, 2021 (Tuesday) | | | Location Online at www.virtualshareholdermeeting.com/WDAY2021 | | | |||
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Time
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9:00 AM (Pacific Daylight Time)
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Who Can Vote Stockholders of record as of April 12, 2021
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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:
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| | June 8, 2021, 9:00 a.m. Pacific Daylight Time | |
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Location:
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| | The Annual Meeting will be held online at www.virtualshareholdermeeting.com/WDAY2021 via a live audio webcast. You will not be able to attend the Annual Meeting in person. | |
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Record Date:
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| | April 12, 2021 | |
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Meeting Access:
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| | 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. | |
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Who Can Vote:
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| | 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. | |
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How to Vote
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| | 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. | |
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Please see the “Question and Answer” section beginning on page 65 for additional information about the Annual Meeting, voting, and other procedures.
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PROPOSALS
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BOARD
RECOMMENDATION |
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FURTHER
DETAILS |
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1.
To elect to our Board of Directors the following four nominees to serve as Class III directors until the 2024 Annual Meeting of Stockholders: ANEEL BHUSRI, ANN-MARIE CAMPBELL, DAVID A. DUFFIELD, AND LEE J. STYSLINGER III
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“FOR”
each director nominee |
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2.
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2022
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“FOR”
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3.
To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement
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“FOR”
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Page 16
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4.
To approve, on an advisory basis, the frequency of future advisory votes concerning the compensation of our named executive officers
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For
“ONE YEAR” |
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Page 17
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Nominees
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Director
Since |
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Independent
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Current
Committees |
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Aneel Bhusri, 55
Co-Founder, Co-Chief Executive Officer, and Chairman of the Board, Workday |
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2005
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| | | | | Investment | |
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Ann-Marie Campbell, 56
Executive Vice President of U.S. Stores & International Operations, The Home Depot, Inc. |
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2019
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Nominating & Governance
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David A. Duffield, 80
Co-Founder, Chairman Emeritus of the Board, and Former Chief Executive Officer, Workday |
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2005
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| | | | | None | |
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Lee J. Styslinger III, 60
Chairman of the Board and Chief Executive Officer, Altec, Inc. |
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2016
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Audit
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Lead Independent Director
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Ongoing Board Refreshment — 2 New Independent Directors Added in 2020-2021
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Highly Independent Board (9 of 12 Directors) and 100% Independent Audit, Nominating & Governance, and Compensation Committees
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58% of Directors are Gender and/or Ethnically Diverse
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Annual Board and Committee Evaluations
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Robust Board Succession Planning
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Majority Voting for Directors
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Regular Executive Sessions of Independent
Directors |
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Stock Ownership Guidelines for Directors and Executives
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Focus on ownership
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Focus on innovation
and performance |
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Be fair and flexible
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Name
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Title
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Cash
Compensation (Salary and Bonus) |
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Stock
Awards |
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All Other
Compensation |
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Total
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| ||||||||||||
| Aneel Bhusri | | |
Co-Chief Executive Officer and Chairman of
the Board |
| | | $ | 65,000 | | | | | $ | — | | | | | $ | 2,628,925 | | | | | $ | 2,693,925 | | |
| James J. Bozzini | | | Chief Operating Officer | | | | | 518,000 | | | | | | 11,070,499 | | | | | | 8,669 | | | | | | 11,597,168 | | |
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Luciano “Chano” Fernandez
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| | Co-Chief Executive Officer and Director | | | | | 925,447 | | | | | | 25,867,043 | | | | | | 265,284 | | | | | | 27,057,774 | | |
| Richard H. Sauer | | |
Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary
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| | | | 741,000 | | | | | | 5,535,323 | | | | | | 592,875 | | | | | | 6,869,198 | | |
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Robynne D. Sisco
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| | President and Chief Financial Officer | | | | | 518,000 | | | | | | 11,070,499 | | | | | | 56,139 | | | | | | 11,644,638 | | |
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Our Business
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Fiscal 2021 Financial Highlights
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Our People
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~12,500 employees in 32 countries as of January 31, 2021
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Sustainability
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Our Communities
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50,000,000+
We serve a community of
more than 50 million workers at over 8,000 global customers |
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27,000+
Volunteer Hours
in FY21 |
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FOR
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1 TO ELECT ANEEL BHUSRI, ANN-MARIE CAMPBELL, DAVID A. DUFFIELD, AND LEE J. STYSLINGER III AS CLASS III DIRECTORS.
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Nominees for Director
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Class
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Age
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Year
Elected Director |
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Current
Term Expires |
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Expiration of
Term for Which Nominated |
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| Aneel Bhusri(1) | | | | | III | | | | | | 55 | | | | | | 2005 | | | | | | 2021 | | | | | | 2024 | | |
| Ann-Marie Campbell(2)(5) | | | | | III | | | | | | 56 | | | | | | 2019 | | | | | | 2021 | | | | | | 2024 | | |
| David A. Duffield | | | | | III | | | | | | 80 | | | | | | 2005 | | | | | | 2021 | | | | | | 2024 | | |
| Lee J. Styslinger III(3)(5) | | | | | III | | | | | | 60 | | | | | | 2016 | | | | | | 2021 | | | | | | 2024 | | |
| Other Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Michael C. Bush(5) | | | | | II | | | | | | 63 | | | | | | 2020 | | | | | | 2023 | | | | | | — | | |
| Christa Davies(2)(3)(5) | | | | | II | | | | | | 49 | | | | | | 2012 | | | | | | 2023 | | | | | | — | | |
| Lynne M. Doughtie(5) | | | | | I | | | | | | 58 | | | | | | 2021 | | | | | | 2022 | | | | | | — | | |
| Carl M. Eschenbach(1)(4)(5) | | | | | I | | | | | | 54 | | | | | | 2018 | | | | | | 2022 | | | | | | — | | |
| Luciano “Chano” Fernandez | | | | | II | | | | | | 51 | | | | | | 2021 | | | | | | 2023 | | | | | | — | | |
| Michael M. McNamara(2)(3)(5) | | | | | I | | | | | | 64 | | | | | | 2011 | | | | | | 2022 | | | | | | — | | |
| George J. Still, Jr.(1)(2)(4)(5) | | | | | II | | | | | | 63 | | | | | | 2009 | | | | | | 2023 | | | | | | — | | |
| Jerry Yang(1)(4)(5) | | | | | I | | | | | | 52 | | | | | | 2013 | | | | | | 2022 | | | | | | — | | |
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Aneel Bhusri
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| Director since 2005 | | |||
| Biography | | |||
| Aneel Bhusri co-founded Workday in 2005 and has served as a Director since then, including as Chairman from 2012 to 2014 and from April 2021 to the present. He has been our Co-Chief Executive Officer since August 2020 after serving as Chief Executive Officer since 2014. 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 served as a director of Intel Corporation from 2014 to November 2019, of Pure Storage, Inc. from 2010 to February 2018, and of Okta, Inc. from 2011 to December 2016, and currently serves as a director of the Workday Foundation. | | |||
| 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 Co-Chief Executive Officer. | |
| Ann-Marie Campbell | | |
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| Director since 2019 | | |||
| Biography | | |||
| Ann-Marie Campbell has served as a Director since April 2019. Ms. Campbell is Executive Vice President of U.S. Stores and International Operations at The Home Depot, Inc., a large home improvement retailer. From February 2016 until appointment to her current role in October 2020, she served as Executive Vice President — U.S. Stores at The Home Depot. Ms. Campbell began her career with The Home Depot in 1985 and has held roles of increasing responsibility since then, including vice president roles in the company’s operations, merchandising, and marketing departments. Ms. Campbell served as a director of Potbelly Corporation from 2014 to May 2019 and of Barnes and Noble, Inc. from June 2015 to September 2016. | | |||
| Qualifications | | |||
| Ms. Campbell received a bachelor’s degree in philosophy and a master’s degree in business administration from Georgia State University. She brings to our Board extensive operational experience, expertise in strategic planning, and keen insights in identifying and capturing new business opportunities. | |
| David A. Duffield | | |
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| Director since 2005 | | |||
| Biography | | |||
| David A. Duffield co-founded Workday in 2005, has served as a Director since then, and has been Chairman Emeritus since April 2021. He was Chairman of the Board from 2014 to April 2021 and from 2005 to 2012. Mr. Duffield served as our Co-Chief Executive Officer from 2009 to 2014, Chief Executive Officer from 2005 to 2009, and President from 2006 to 2007. Prior to Workday, Mr. Duffield founded PeopleSoft, Inc. and served as the company’s Chief Executive Officer and Board Chairman. Mr. Duffield also founded Ridgeline, Inc., a private company that provides cloud platforms for investment managers, and has served as its Chairman since it was founded in October 2017 and as Chief Executive Officer since January 2018. Other companies he launched include Integral Systems, Business Software Corporation, and Information Associates. | | |||
| Qualifications | | |||
| Mr. Duffield received a bachelor’s degree in electrical engineering and a master’s degree in business administration from Cornell University. He brings to our Board decades of experience founding and leading high-growth technology companies focused on human resources, financial, and student applications, as well as his experience and familiarity with our business as a co-founder and former Chairman and Chief Executive Officer. | |
| Lee J. Styslinger III | | |
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| Director since 2016 | | |||
| Biography | | |||
| Lee J. Styslinger III has served as a Director since August 2016. Mr. Styslinger was a member of Workday’s CEO Advisory Board from February 2015 until his appointment to our Board. Mr. Styslinger has been the Chief Executive Officer of Altec, Inc., a holding company for businesses that design, manufacture, and market equipment for the electric and telecommunications industries globally, since 1997, and its Chairman since 2011. Mr. Styslinger is also a director of Glass Houses Acquisition Corp., a blank check company targeting businesses powering the new industrial economy. He has served as a director of Vulcan Materials Company since 2013 and of Regions Financial Corporation since 2003. Mr. Styslinger is also on the boards of several educational, civic, business, and leadership organizations, including the Harvard Business School. | | |||
| Qualifications | | |||
| Mr. Styslinger received a bachelor’s degree from Northwestern University and a master’s degree in business administration from Harvard Business School. He brings to our Board extensive experience managing a large company in today’s global market, as well as financial expertise. | |
| Michael C. Bush | | |
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| Director since 2020 | | |||
| Biography | | |||
| Michael C. Bush has served as a Director since April 2020. He is the Chief Executive Officer of Great Place to Work Institute, Inc., a global research and analytics firm that produces distinguished workplace rankings around the world, a position he has held since March 2015. In 2003, Mr. Bush founded The MattMar Group, Inc., a business consulting company that provides turn-around leadership, and has served as its President since then. In 2011, he founded The 8 Factors, a former online learning platform, where he served as President until November 2016. Prior to that, Mr. Bush held leadership positions at Clark Sustainable Resource Developments Ltd. and Tetra Tech, Inc. He serves as a director of one private company and as an advisor for several nonprofits. | | |||
| Qualifications | | |||
| Mr. Bush received a master of science degree in management from the Stanford Graduate School of Business. He brings to our Board extensive experience in effectively leading and growing organizations, including promoting employee engagement and a positive corporate culture. | |
| Christa Davies | | |
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| Director since 2012 | | |||
| Biography | | |||
| Christa Davies has served as a Director since 2012. Ms. 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 Platforms & Services Division. She is also a director of one private company. | | |||
| Qualifications | | |||
| Ms. Davies received a bachelor’s degree in mechanical engineering, majoring in Aerospace, from the University of Queensland, Australia, and a master’s degree in business administration from the Harvard Business School. She brings to our Board extensive experience in the software and technology industries, as well as financial expertise. | |
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Lynne M. Doughtie
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| Director since February 2021 | | |||
| Biography | | |||
| Lynne M. Doughtie has served as a Director since February 2021. She was U.S. Chairman and Chief Executive Officer of KPMG LLP, a global leader in audit, tax, transaction, and advisory services, from July 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 June 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 University. 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. | |
| Carl M. Eschenbach | | |
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| Director since 2018 | | |||
| Biography | | |||
| Carl M. Eschenbach has served as a Director since February 2018. Mr. Eschenbach is a general partner at Sequoia Capital Operations, LLC, a venture capital firm, which he joined in April 2016. 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 March 2016. Prior to that, Mr. Eschenbach held various sales management positions with Inktomi Corporation, 3Com Corporation, Lucent Technologies, Inc., and EMC Corporation. He has served as a director of UiPath, Inc. since December 2020, Snowflake Inc. since May 2019, Zoom Video Communications, Inc. since November 2016, and Palo Alto Networks, Inc. since 2013, and is also a director of several private companies. | | |||
| 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. | |
| LUCIANO “CHANO’’ FERNANDEZ | | |
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| Director since April 2021 | | |||
| Biography | | |||
| Chano Fernandez has served as a director since April 2021. He joined Workday in 2014 and currently is our Co-Chief Executive Officer, a role he has held since August 2020. He has held other various leadership roles at Workday, including Co-President from February 2018 to August 2020; Executive Vice President, Global Field Operations from February 2017 to February 2018; and President, EMEA and APJ from 2014 to February 2017. From 2007 to 2013, Mr. Fernandez served as Senior Vice President and Head of Innovation Sales at SAP EMEA, a global provider of enterprise application software. Prior to that, he was Vice President of EMEA Sales at Infor, Inc., a founding partner and General Manager at Blue C, and a senior consultant for McKinsey & Company. | | |||
| Qualifications | | |||
| Mr. Fernandez received a bachelor’s degree in physics from the University of Salamanca in Spain and a master’s degree in business administration from Instituto de Empresa in Spain. He brings to our board strong leadership and sales experience, including a passion for empowering our people, customers, and the broader Workday community. | |
| Michael M. McNamara | | |
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| Director since 2011 | | |||
| Biography | | |||
| Michael M. McNamara has served as a Director since 2011. Mr. McNamara has served as the head of Samara, a division of Airbnb, Inc., since January 2020, and as a venture partner at Eclipse Ventures, a Silicon Valley venture capital firm, which he joined in January 2019. From 2006 to December 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 Slack Technologies, Inc. since December 2019 and of Carrier Global Corporation since April 2020, and is also a director of two private companies. Mr. McNamara served as a director of Flex from 2005 to December 2018, of Delphi Automotive LLP from 2009 to 2013, and of MEMC Electronic Materials, Inc. from 2008 until 2012. He also served on the board of advisors of Massachusetts Institute of Technology from 2014 to 2019, and of Tsinghua University School of Economics and Management from 2006 to 2019. | | |||
| 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. | | |
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| Director since 2009 | | |||
| Biography | | |||
| George J. Still, Jr. has served as a Director since 2009, as Lead Independent Director since 2012, and as Vice Chairman 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 managing partner from 1994 to 2012. 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. He was a director of Rackspace Hosting, Inc. from 2006 to 2014, and is a director and Chairman of the Board of Stillwater Growth Corp I, LLC, a special purpose acquisition company, as well as one private company. Mr. Still served on the Board of Advisors at the Tuck School of Business from 2011 to 2019, and has been on the Board of Advisors of the Center of Private Equity and Venture Capital at Tuck since 2011. | | |||
| 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 | | |
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| Director since 2013 | | |||
| Biography | | |||
| Jerry Yang has served as a Director since 2013. He 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. He has been a director of Alibaba Group Holding Limited since 2014 and was also a director from 2005 to 2012. Mr. Yang has been a director of Lenovo, Inc. since 2014; was a director of Cisco Systems, Inc. from 2000 to 2012, and of Yahoo! Japan from 1996 to 2012; 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 September 2015 and from October 2017 to the present. He brings to our Board extensive global leadership skills and deep experience in consumer internet technology. | |
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FOR
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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, 2022.
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Fiscal Year Ended January 31,
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2021
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2020
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| Audit Fees(1) | | | | $ | 4,139,346 | | | | | $ | 4,167,968 | | |
| Audit Related Fees(2) | | | | | 915,099 | | | | | | 735,277 | | |
| Tax Fees(3) | | | | | 401,390 | | | | | | 390,635 | | |
| All Other Fees(4) | | | | | — | | | | | | 22,108 | | |
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Total
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| | | $ | 5,455,835 | | | | | $ | 5,315,988 | | |
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FOR
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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.
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FOR
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR “ONE YEAR” WITH RESPECT TO PROPOSAL NO. 4 CONCERNING THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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Our Values
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Total Rewards
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Belonging and Diversity
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Learning and Development
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Communication and Engagement
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Health, Safety, and Wellbeing
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Sustainability
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Communities
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Audit
Committee |
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Compensation
Committee |
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Nominating &
Governance Committee |
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Investment
Committee |
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Aneel Bhusri
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David A. Duffield
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Michael C. Bush
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Ann-Marie Campbell
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Christa Davies
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| Lynne M. Doughtie | | |
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Carl M. Eschenbach
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| Chano Fernandez | | |
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Michael M. McNamara
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George J. Still, Jr.
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Lee J. Styslinger III
|
| |
|
| | | | | | | | | |
|
Jerry Yang
|
| | | | |
|
| | | | |
|
|
|
= Chairman of the Board
|
| |
= Chair
|
| | | | | | | |||
|
= Chairman Emeritus
|
| |
= Member
|
| | | | | | | | | |
|
= Lead Independent Director
|
| | | | |
|
Audit Committee
|
| |
|
|
|
Compensation Committee
|
| |
|
|
|
Nominating and Governance Committee
|
| |
|
|
|
Investment Committee
|
| |
|
|
|
Grant Type
|
| |
Annual RSU Award
|
| |||
| Non-Employee Director | | | | $ | 300,000 | | |
| Chairman of the Board | | | | | 50,000 | | |
| Vice Chairman 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 of Directors’ other Committees | | | | | 50,000 | | |
| Member of each of the Board of Directors’ 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 |
| |||||||||||||||
| David A. Duffield (Former Chairman) | | | | | 06/09/2020 | | | | | | 2,079 | | | | | $ | 373,721 | | | | | $ | — | | | | | $ | 373,721 | | |
| George J. Still, Jr. (Vice Chairman) | | | | | 06/09/2020 | | | | | | 2,673 | | | | | | 480,498 | | | | | | — | | | | | | 480,498 | | |
| Michael C. Bush(3) | | | | | 06/09/2020 | | | | | | 1,782 | | | | | | 320,332 | | | | | | — | | | | | | 320,332 | | |
| Ann-Marie Campbell | | | | | 06/09/2020 | | | | | | 1,930 | | | | | | 346,937 | | | | | | — | | | | | | 346,937 | | |
| Christa Davies | | | | | 06/09/2020 | | | | | | 2,376 | | | | | | 427,110 | | | | | | — | | | | | | 427,110 | | |
| Lynne M. Doughtie(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Carl M. Eschenbach | | | | | 06/09/2020 | | | | | | 2,079 | | | | | | 373,721 | | | | | | — | | | | | | 373,721 | | |
| Michael M. McNamara | | | | | 06/09/2020 | | | | | | 2,301 | | | | | | 413,628 | | | | | | — | | | | | | 413,628 | | |
| Lee J. Styslinger III | | | | | 06/09/2020 | | | | | | 2,004 | | | | | | 360,239 | | | | | | — | | | | | | 360,239 | | |
| Jerry Yang | | | | | 06/09/2020 | | | | | | 2,227 | | | | | | 400,326 | | | | | | — | | | | | | 400,326 | | |
| | | |
OPTION AWARDS
|
| |
RSU AWARDS
|
| ||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable(1) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested |
| |
Market Value
of Shares or Units of Stock That Have Not Vested(2) |
| |||||||||||||||
| David A. Duffield | | | | | — | | | | | $ | — | | | | | | — | | | | | | 2,079 | | | | | $ | 473,035 | | |
| George J. Still, Jr. | | | | | 90,000 | | | | | | 4.25 | | | | | | 11/01/2021 | | | | | | 2,673 | | | | | | 608,188 | | |
| | | | | | 30,000 | | | | | | 9.20 | | | | | | 08/27/2022 | | | | | | — | | | | | | — | | |
| Michael C. Bush | | | | | — | | | | | | — | | | | | | — | | | | | | 7,466 | | | | | | 1,698,739 | | |
| Ann-Marie Campbell | | | | | — | | | | | | — | | | | | | — | | | | | | 4,867 | | | | | | 1,107,389 | | |
| Christa Davies | | | | | — | | | | | | — | | | | | | — | | | | | | 2,376 | | | | | | 540,611 | | |
| Lynne M. Doughtie | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Carl M. Eschenbach | | | | | — | | | | | | — | | | | | | — | | | | | | 4,764 | | | | | | 1,083,953 | | |
| Michael M. McNamara | | | | | 30,000 | | | | | | 9.20 | | | | | | 08/27/2022 | | | | | | 2,301 | | | | | | 523,547 | | |
| Lee J. Styslinger III | | | | | — | | | | | | — | | | | | | — | | | | | | 2,004 | | | | | | 455,970 | | |
| Jerry Yang | | | | | — | | | | | | — | | | | | | — | | | | | | 2,227 | | | | | | 506,709 | | |
|
Location
|
| |
Expiration
|
| |
Base Rent per Square Foot
as of January 31, 2021 |
| |
Tenant Improvement Allowance
Received in Fiscal 2021 |
| |
Base Rent Paid
in Fiscal 2021 |
| ||||||||||||
| Building 6120 | | | | | 07/31/2025 | | | | | $ | 31.80-38.19 | | | | | $ | — | | | | | $ | 1,976,746 | | |
| Building 6130 | | | | | 03/31/2023 | | | | | | 27.60-38.19 | | | | | | — | | | | | | 3,076,541 | | |
| Building 6140 | | | | | 02/09/2025 | | | | | | 30.60-38.93 | | | | | | — | | | | | | 5,742,030 | | |
| Building 6150 | | | | | 02/28/2025 | | | | | | 31.20-38.93 | | | | | | 254,950 | | | | | | 2,132,724 | | |
| Building 6160 | | | | | 05/31/2024 | | | | | | 30.60-34.20 | | | | | | — | | | | | | 2,621,648 | | |
| Total | | | | | | | | | | | | | | | | $ | 254,950 | | | | | $ | 15,549,690 | | |
|
Executive Officers
|
| |
Age
|
| |
Current Position(s) with Workday
|
|
| Aneel Bhusri | | | 55 | | | Co-Founder, Co-Chief Executive Officer, and Chairman of the Board | |
| James J. Bozzini | | | 54 | | | Chief Operating Officer | |
| Luciano “Chano” Fernandez | | | 51 | | | Co-Chief Executive Officer and Director | |
| Richard H. Sauer | | | 58 | | | Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary | |
| Robynne D. Sisco | | | 55 | | | President and Chief Financial Officer | |
| | | | | | | | |
| Other Executive Management | | ||||||
| Thomas F. Bogan | | | 69 | | | Vice Chairman of Workday | |
| Christine Cefalo | | | 43 | | | Chief Marketing Officer | |
| Sayan Chakraborty | | | 53 | | | Executive Vice President, Technology | |
| Ashley D. Goldsmith | | | 48 | | | Chief People Officer | |
| Leighanne Levensaler | | | 47 | | |
Executive Vice President, Corporate Strategy; Managing Director and
Co-Head, Workday Ventures |
|
| Emily McEvilly | | | 49 | | | Chief Customer Officer | |
| Doug Robinson | | | 48 | | | Executive Vice President, Global Sales | |
| Peter Schlampp | | | 47 | | | Executive Vice President, Product | |
|
Aneel Bhusri |
| |
|
|
| Co-Founder, Co-Chief Executive Officer, and Chairman of the Board | | |||
| | | |||
| For information on the business background of Mr. Bhusri, see “Proposal No. 1 — Election of Directors”. | |
|
James J. Bozzini
|
| |
|
|
| Chief Operating Officer | | |||
| Biography | | |||
| James J. Bozzini joined Workday in 2007 and currently serves as our Chief Operating Officer, a role he has held since February 2017. Since joining Workday, Mr. Bozzini has led our services and operations organizations, including as Executive Vice President, Customer Operations from May 2015 until February 2017 and SVP, Services from 2014 until May 2015. Prior to joining Workday, Mr. Bozzini served as Chief Operating Officer at Evolve Software Inc., which provides service industry software, and he held a number of senior management positions at PeopleSoft, Inc, including Senior Vice President of Services. Mr. Bozzini received a bachelor’s degree in business administration from California State University, Chico. | |
| Luciano “Chano” Fernandez | | |
|
|
| Co-Chief Executive Officer and Director | | |||
| | | |||
| For information on the business background of Mr. Fernandez, see “Proposal No. 1 — Election of Directors — Other Directors”. | |
| Richard H. Sauer | | |
|
|
| Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary | | |||
| Biography | | |||
| 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. | |
| Robynne D. Sisco | | |
|
|
| President and Chief Financial Officer | | |||
| Biography | | |||
| Robynne D. Sisco joined Workday in 2012 and currently serves as our President and Chief Financial Officer, a role she has held since August 2020. She was our Co-President and Chief Financial Officer from February 2018 to August 2020, Chief Financial Officer from April 2016 to February 2018, and Senior Vice President and Chief Accounting Officer from 2012 to April 2016. Prior to Workday, Ms. Sisco served as Chief Accounting Officer and Corporate Controller at VMware, Inc., a leading innovator in enterprise software, from 2009 to 2012. Before that, Ms. Sisco was Senior Vice President and Chief Accounting Officer at VeriSign, Inc., and held senior finance positions at Oracle Corporation, Visa, Inc. GE Capital, and Ford Motor Company. She currently serves on the board of directors of Unity Software Inc. Ms. Sisco received a bachelor’s degree in economics from Claremont McKenna College and a master’s degree in business administration in finance from Golden Gate University. | |
|
Name
|
| |
Title
|
|
| Aneel Bhusri | | | Co-Chief Executive Officer and Chairman of the Board | |
| James J. Bozzini | | | Chief Operating Officer | |
| Chano Fernandez | | | Co-Chief Executive Officer and Director | |
| Richard H. Sauer | | |
Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary
|
|
| Robynne D. Sisco | | | President and Chief Financial Officer | |
|
•
increasing our total revenues from $3.63 billion in fiscal 2020 to $4.32 billion in fiscal 2021 and our subscription revenue from $3.10 billion in fiscal 2020 to $3.79 billion in fiscal 2021;
•
increasing our operating cash flows from $864.6 million in fiscal 2020 to $1.27 billion in fiscal 2021;
•
serving a customer community of more than 50 million workers at over 8,000 global customers; and
•
entering into an agreement to acquire Peakon, an employee success platform that converts feedback into actionable insights, which was completed in early fiscal 2022.
|
| |
|
|
|
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. Bhusri and Mr. Fernandez, 5x the higher of their two salaries, 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 provides that our Board of Directors may require the forfeiture, recovery, or reimbursement of incentive-based compensation from an executive officer in the event the officer’s fraud results in a restatement of Workday’s financial results.
|
|
|
What We Do Not Do
|
| |||
|
|
| |
No Single Trigger Acceleration: We do not provide for single trigger acceleration following a change in control.
|
|
|
|
| |
No Excessive Perquisites: We do not provide excessive perquisites for executives, but we do provide certain security arrangements to help ensure the safety of Mr. Bhusri and his family, which we consider necessary for the company’s benefit.
|
|
|
|
| |
No Hedging in Company Securities: Executives, directors, and all employees are prohibited from engaging in any hedging transaction with respect to company equity securities.
|
|
|
|
| |
No Guaranteed Bonuses: We do not provide guaranteed minimum bonuses.
|
|
|
|
| |
No Discounted Options / SARs: We do not provide discounted stock options or stock appreciation rights (“SARs”).
|
|
|
|
| |
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.
|
|
|
|
|
|
Named Executive Officer
|
| |
Fiscal 2020
Annual Base Salary |
| |
Fiscal 2021
Annual Base Salary |
| |
Year-over-Year
Change |
| |||||||||
| Aneel Bhusri | | | | $ | 65,000 | | | | | $ | 65,000 | | | | | $ | — | | |
| James J. Bozzini | | | | | 350,000 | | | | | | 350,000 | | | | | | — | | |
|
Chano Fernandez
Pre-promotion to Co-CEO (2/1/2020 – 8/26/2020) |
| | | | 249,700 GBP | | | | | | 249,700 GBP | | | | | | | | |
|
Post-promotion to Co-CEO (8/27/2020 – 1/31/2021)
|
| | | | — | | | | | | 470,000 GBP | | | | | | 220,300 GBP(1) | | |
| Richard H. Sauer | | | | | 500,000 | | | | | | 500,000 | | | | | | — | | |
| Robynne D. Sisco | | | | | 350,000 | | | | | | 350,000 | | | | | | — | | |
|
Named Executive Officer
|
| |
Fiscal 2021
Annual Cash Bonus |
| |
% of Target Bonus
|
| ||||||
| Aneel Bhusri | | | | $ | — | | | | | | — | | |
| James J. Bozzini | | | | | 168,000 | | | | | | 96% | | |
| Chano Fernandez(1) | | | | | 453,735 | | | | | | 96% | | |
| Richard H. Sauer | | | | | 241,000 | | | | | | 96% | | |
| Robynne D. Sisco | | | | | 168,000 | | | | | | 96% | | |
|
Named Executive Officer
|
| |
Number of Shares
Subject to RSU Award(1) |
| |
Grant Date Fair
Value of RSU Award(2) |
| ||||||
| Aneel Bhusri | | | | | — | | | | | $ | — | | |
| James J. Bozzini | | | | | 75,789 | | | | | | 11,070,499 | | |
| Chano Fernandez | | | |
|
75,789
71,264(3) |
| | | |
|
11,070,499
14,796,544 |
| |
| Richard H. Sauer | | | | | 37,895 | | | | | | 5,535,323 | | |
| Robynne D. Sisco | | | | | 75,789 | | | | | | 11,070,499 | | |
|
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Bonus(1)
|
| |
Stock
Awards(2) |
| |
All Other
Compensation(3) |
| |
Total
|
| ||||||||||||||||||
|
Aneel Bhusri
Co-Chief Executive Officer |
| | | | 2021 | | | | | $ | 65,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 2,628,925 | | | | | $ | 2,693,925 | | |
| | | 2020 | | | | | | 65,250 | | | | | | — | | | | | | 9,885,871 | | | | | | 598,900 | | | | | | 10,550,021 | | | |||
| | | 2019 | | | | | | 65,250 | | | | | | — | | | | | | 9,759,805 | | | | | | 1,950 | | | | | | 9,827,005 | | | |||
|
James J. Bozzini
Chief Operating Officer |
| | | | 2021 | | | | | | 350,000 | | | | | | 168,000 | | | | | | 11,070,499 | | | | | | 8,669 | | | | | | 11,597,168 | | |
| | | 2020 | | | | | | 341,654 | | | | | | 170,000 | | | | | | 8,897,360 | | | | | | 8,896 | | | | | | 9,417,910 | | | |||
| | | 2019 | | | | | | 296,654 | | | | | | 177,000 | | | | | | 6,343,873 | | | | | | 13,388 | | | | | | 6,830,915 | | | |||
|
Chano Fernandez
Co-Chief Executive Officer |
| | | | 2021 | | | | | | 471,712(4) | | | | | | 453,735(4) | | | | | | 25,867,043(5) | | | | | | 265,284 | | | | | | 27,057,774 | | |
| | | 2020 | | | | | | 329,604(4) | | | | | | 320,760(4) | | | | | | 9,885,871 | | | | | | 347,673 | | | | | | 10,883,908 | | | |||
| | | 2019 | | | | | | 296,402(4) | | | | | | 373,460(4) | | | | | | 9,271,814 | | | | | | 437,012 | | | | | | 10,378,688 | | | |||
|
Richard H. Sauer
Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary |
| | | | 2021 | | | | | | 500,000 | | | | | | 241,000 | | | | | | 5,535,323 | | | | | | 592,875 | | | | | | 6,869,198 | | |
| | | 2020 | | | | | | 201,923 | | | | | | 346,000(6) | | | | | | 7,323,270 | | | | | | 35,661 | | | | | | 7,906,854 | | | |||
|
Robynne D. Sisco
President and Chief Financial Officer |
| | | | 2021 | | | | | | 350,000 | | | | | | 168,000 | | | | | | 11,070,499 | | | | | | 56,139 | | | | | | 11,644,638 | | |
| | | 2020 | | | | | | 351,346 | | | | | | 170,000 | | | | | | 8,897,360 | | | | | | 45,479 | | | | | | 9,464,185 | | | |||
| | | 2019 | | | | | | 339,231 | | | | | | 200,000 | | | | | | 8,295,834 | | | | | | 38,839 | | | | | | 8,873,904 | | |
|
Name
|
| |
Company
Funded 401(k) Match |
| |
Income Tax
Gross-Up(i) |
| |
Other(ii)
|
| |||||||||
| Aneel Bhusri | | | | $ | 1,950 | | | | | $ | 49 | | | | | $ | 2,626,926(iii) | | |
| James J. Bozzini | | | | | 8,550 | | | | | | 49 | | | | | | 70 | | |
| Chano Fernandez | | | | | — | | | | | | — | | | | | | 265,034(iv) | | |
| Richard H. Sauer | | | | | 8,550 | | | | | | 49 | | | | | | 583,276(v) | | |
| Robynne D. Sisco | | | | | 8,550 | | | | | | 3,202 | | | | | | 43,387(vi) | | |
| | | | | | | | | |
Equity Grants
|
| |||||||||
|
Name
|
| |
Grant Date
|
| |
All Other Stock Awards:
Number of Shares of Stock or Units(1) |
| |
Grant Date Fair Value
of Stock and Option Awards(2) |
| |||||||||
| Aneel Bhusri | | | | | — | | | | | | — | | | | | $ | — | | |
| James J. Bozzini | | | | | 04/15/2020 | | | | | | 75,789 | | | | | | 11,070,499 | | |
| Chano Fernandez | | | | | 04/15/2020 | | | | | | 75,789 | | | | | | 11,070,499 | | |
| | | | | | 09/15/2020 | | | | | | 71,264 | | | | | | 14,796,544 | | |
| Richard H. Sauer | | | | | 04/15/2020 | | | | | | 37,895 | | | | | | 5,535,323 | | |
| Robynne D. Sisco | | | | | 04/15/2020 | | | | | | 75,789 | | | | | | 11,070,499 | | |
| | | | | | | | | |
OPTION AWARDS
|
| |
RSU AWARDS
|
| ||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable(1) |
| |
Option
Exercise Price |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested(2) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested(3) |
| ||||||||||||||||||
| Aneel Bhusri | | | | | 04/22/2019 | | | | | | — | | | | | $ | — | | | | | | — | | | | | | 29,365 | | | | | $ | 6,681,418 | | |
| | | | | | 04/15/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,457 | | | | | | 5,564,701 | | |
| | | | | | 04/14/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,781 | | | | | | 1,542,881 | | |
| James J. Bozzini | | | | | 04/15/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,789 | | | | | | 17,244,271 | | |
| | | | | | 04/22/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,429 | | | | | | 6,013,390 | | |
| | | | | | 04/15/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,897 | | | | | | 3,617,044 | | |
| | | | | | 04/14/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,144 | | | | | | 942,884 | | |
| | | | | | 05/04/2012 | | | | | | 43,750 | | | | | | 7.05 | | | | | | 05/03/2022 | | | | | | — | | | | | | — | | |
| Chano Fernandez | | | | | 09/15/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 71,264 | | | | | | 16,214,698 | | |
| | | | | | 04/15/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,789 | | | | | | 17,244,271 | | |
| | | | | | 04/22/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,365 | | | | | | 6,681,418 | | |
| | | | | | 04/15/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,234 | | | | | | 5,286,432 | | |
| | | | | | 09/15/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,851 | | | | | | 2,013,868 | | |
| | | | | | 03/16/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,394 | | | | | | 999,767 | | |
| Richard H. Sauer | | | | | 04/15/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,895 | | | | | | 8,622,249 | | |
| | | | | | 10/15/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,823 | | | | | | 6,330,567 | | |
| Robynne D. Sisco | | | | | 04/15/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 75,789 | | | | | | 17,244,271 | | |
| | | | | | 04/22/2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,429 | | | | | | 6,013,390 | | |
| | | | | | 04/15/2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,788 | | | | | | 4,729,894 | | |
| | | | | | 04/14/2017 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,391 | | | | | | 771,554 | | |
| | | |
Option Awards
|
| |
RSU Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise |
| |
Value Realized
on Exercise(1) |
| |
Number of Shares
Acquired on Vesting |
| |
Value Realized
on Vesting(2) |
| ||||||||||||
| Aneel Bhusri | | | | | 653,356 | | | | | $ | 117,533,449 | | | | | | 70,937 | | | | | $ | 13,516,810 | | |
| James J. Bozzini | | | | | 5,750 | | | | | | 1,375,852 | | | | | | 52,754 | | | | | | 9,886,804 | | |
| Chano Fernandez | | | | | — | | | | | | — | | | | | | 73,079 | | | | | | 13,510,584 | | |
| Richard H. Sauer | | | | | — | | | | | | — | | | | | | 12,646 | | | | | | 2,907,291 | | |
| Robynne D. Sisco | | | | | — | | | | | | — | | | | | | 53,437 | | | | | | 10,032,718 | | |
|
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 |
| | | | 15,050,289(2) | | | | | $ | 13.56 | | | | | | 67,402,813(3) | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| | | |
Shares Beneficially Owned
|
| |
% of Total
Voting Power(1) |
| ||||||||||||||||||||||||
| | | |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||
|
Name of Beneficial Owner
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| ||||||||||||||||||
| Named Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| David A. Duffield(2) | | | | | 429,697 | | | | | | * | | | | | | 56,856,890 | | | | | | 97% | | | | | | 74% | | |
| Aneel Bhusri(3) | | | | | 287,761 | | | | | | * | | | | | | 56,856,890 | | | | | | 97% | | | | | | 74% | | |
| James J. Bozzini(4) | | | | | 233,659 | | | | | | * | | | | | | 43,750 | | | | | | * | | | | | | * | | |
| Chano Fernandez(5) | | | | | 32,311 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
| Richard H. Sauer(6) | | | | | 15,755 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
| Robynne D. Sisco(7) | | | | | 42,835 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
| Michael C. Bush(8) | | | | | 3,398 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
| Ann-Marie Campbell(9) | | | | | 5,465 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
| Christa Davies(10) | | | | | 252,138 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
| Lynne M. Doughtie | | | | | — | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
| Carl M. Eschenbach(11) | | | | | 14,147 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
| Michael M. McNamara(12) | | | | | 8,201 | | | | | | * | | | | | | 30,000 | | | | | | * | | | | | | * | | |
|
George J. Still, Jr.(13)
|
| | | | 45,307 | | | | | | * | | | | | | 240,784 | | | | | | * | | | | | | * | | |
|
Lee J. Styslinger III(14)
|
| | | | 40,080 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
|
Jerry Yang(15)
|
| | | | 88,255 | | | | | | * | | | | | | — | | | | | | * | | | | | | * | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Current Executive Officers and Directors as a Group (15 persons)(16)
|
| | | | 1,499,009 | | | | | | * | | | | | | 57,171,424 | | | | | | 98% | | | | | | 75% | | |
| | | ||||||||||||||||||||||||||||||
| 5% Stockholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
BlackRock, Inc. and affiliates(17)
|
| | | | 9,036,103 | | | | | | 5% | | | | | | — | | | | | | — | | | | | | 1% | | |
|
The Vanguard Group, Inc. and affiliates(18)
|
| | | | 11,047,120 | | | | | | 6% | | | | | | — | | | | | | — | | | | | | 1% | | |
|
Wellington Management Group and affiliates(19)
|
| | | | 9,328,464 | | | | | | 5% | | | | | | — | | | | | | — | | | | | | 1% | | |
|
Name
|
| |
Cash
Severance |
| |
Benefit
Continuation |
| |
Intrinsic Value
of Accelerated Equity Awards |
| |
Total
|
| ||||||||||||
|
RSU Awards(1)
|
| ||||||||||||||||||||||||
| Aneel Bhusri | | | | $ | 65,000 | | | | | $ | — | | | | | $ | 6,894,500 | | | | | $ | 6,959,500 | | |
| James J. Bozzini | | | | | 350,000 | | | | | | 25,823 | | | | | | 13,908,795 | | | | | | 14,284,618 | | |
| Chano Fernandez | | | | | 644,276(2) | | | | | | 33,597 | | | | | | 24,220,227 | | | | | | 24,898,100 | | |
| Richard H. Sauer | | | | | 500,000 | | | | | | 25,823 | | | | | | 7,476,408 | | | | | | 8,002,231 | | |
| Robynne D. Sisco | | | | | 350,000 | | | | | | 25,823 | | | | | | 14,379,555 | | | | | | 14,755,378 | | |
| | Proposal 1 | | | | |
| |
|
| |
The election to our Board of Directors of the following four nominees to serve as Class III directors until the 2024 Annual Meeting of Stockholders: Aneel Bhusri, Ann-Marie Campbell, David A. Duffield, and Lee J. Styslinger III
|
|
| | 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, 2022
|
|
| | 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 proposal to approve, on an advisory basis, the frequency of future advisory votes concerning the compensation of our named executive officers
|
|
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