DEF 14A of Workday, Inc., May 10, 2023

DEF 14A of Workday, Inc.

Filed May 10, 2023 · FY20230001104659-23-058429

Open on EDGAR

  1. ELECTION OF DIRECTORS AND GOVERNANCE

    ELECTION OF DIRECTORS AND GOVERNANCE Workday’s business and affairs are managed by or under the direction of our Board of Directors. The Board is organized into three classes, with the members of each class up for election once every three years. The Board monitors and reviews with management both the performance of Workday (in relation to its financial objectives, major goals, strategies, and competitors) and Workday’s long-term strategic business plans, as well as other pertinent issues affecting our company. Our Board recommends that you vote FOR each of the below nominees to serve as Class II directors until the 2026 Annual Meeting of Stockholders.

  2. ELECTION OF DIRECTORS AND GOVERNANCE

    | NOMINEES | DIRECTOR SINCE | INDEPENDENT | CURRENT COMMITTEES | | Christa Davies, 52 CFO and EVP of Global Finance, Aon | 2012 | | Audit, Nominating & Governance | | Wayne A.I. Frederick, M.D., 51 President, Howard University | 2022 | | | | Mark J. Hawkins, 64 Former President and CFO Emeritus, Salesforce | 2023 | | | | George J. Still, Jr., 65 Partner Emeritus and Former Managing Partner, Norwest Venture Partners | 2009 | | Compensation, Investment, Nominating & Governance |

  3. ELECTION OF DIRECTORS AND GOVERNANCE

    The below chart shows key attributes for the 12 current members of our Board, including the four nominees. We are committed to effective corporate governance that is informed by our stockholders, promotes the long-term interests of our stockholders, and strengthens Board and management accountability. Some highlights of our governance program include:

  4. ELECTION OF DIRECTORS AND GOVERNANCE

    | | Lead Independent Director | | | Ongoing Board Refreshment — Two New Independent Directors Added in the last year | | | Highly Independent Board (9 of 12 Directors) and 100% Independent Audit, Nominating & Governance, and Compensation Committees | | | 50% of Directors are Gender and/or Ethnically Diverse |

  5. ELECTION OF DIRECTORS AND GOVERNANCE

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

  6. Nominees for Director

    Nominees for Director

  7. Nominees for Director

    | CHRISTA DAVIES | | | 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. Ms. Davies has also served as a director of Stripe, Inc. since August 2020. | | | Qualifications | | | Ms. Davies received a bachelor’s degree in mechanical engineering, majoring in Aerospace, from the University of Queensland in Australia, and earned a master’s degree in business administration as a Fullbright Scholar from the Harvard Business School. She brings to our Board extensive experience in the software and technology industries, as well as financial expertise. | |

  8. Nominees for Director

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

  9. Nominees for Director

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

  10. Nominees for Director

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

  11. Continuing Directors

    Continuing Directors

  12. Continuing Directors

    | ANEEL BHUSRI | | | Director since 2005 | | | 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 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 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 February 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 Co-Chief Executive Officer. | |

  13. Continuing Directors

    | THOMAS F. BOGAN | | | Director since 2022 | | | Biography | | | Tom Bogan has served as a Director since 2022. Mr. Bogan joined Workday in August 2018 through our acquisition of Adaptive Insights and served as Vice Chairman, Corporate Development, from February 2021 to January 2022. From February 2020 to February 2021, Mr. Bogan served as Vice Chairman with responsibility for our Workday Strategic Sourcing business, and from August 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 Chairman 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. | |

  14. Continuing Directors

    | ANN-MARIE CAMPBELL | | | 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. She served as a director of Potbelly Corporation from 2014 to May 2019. | | | 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. | |

  15. Continuing Directors

    | LYNNE M. DOUGHTIE | | | Director since 2021 | | | Biography | | | Lynne M. Doughtie has served as a Director since February 2021. Ms. Doughtie 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. | |

  16. Continuing Directors

    | CARL M. ESCHENBACH | | | Director since 2018 | | | Biography | | | Carl M. Eschenbach has served as a Director since February 2018, and has been our Co-CEO since December 2022. Mr. Eschenbach was a general partner at Sequoia Capital Operations, LLC, a venture capital firm, from April 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 November 2021 to March 2023, UiPath, Inc. from December 2020 to March 2023, and Zoom Video Communications, Inc. from November 2016 to January 2023. He has served as a director of Snowflake Inc. since May 2019 and Palo Alto Networks, Inc. since May 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. | |

  17. Continuing Directors

    | MICHAEL M. MCNAMARA | | | Director since 2011 | | | Biography | | | Michael M. McNamara has served as a Director since 2011. Mr. 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. 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 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 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 December 2018. He has served as a member of the Visiting Committee of the Sloan School of Management at Massachusetts Institute of Technology (“MIT”) since 2018, on the board of advisors of MIT from 2014 to 2019, and 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. | |

  18. Continuing Directors

    | LEE J. STYSLINGER III | | | 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. He was 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, from 1997 to October 2021, and served as its Chairman from 2011 to 2021 and Co-Chairman from October 2021 to present. Mr. Styslinger has served as a director of Vulcan Materials Company since 2013 and of Regions Financial Corporation since 2003, and served on the board of Glass Houses Acquisitions Corp., a blank check company targeting businesses powering the new industrial economy, from 2021 to 2022. 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. | |

  19. Continuing Directors

    | JERRY YANG | | | 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, is the Chair of the Stanford University Board of Trustees, and is a director and/or advisor of several other companies and foundations. | | | Qualifications | | | Mr. Yang received a bachelor’s degree and a master’s degree in electrical engineering from Stanford University, where he served on the Board of Trustees from 2005 until 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. | |

  20. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The Nominating and Governance Committee is responsible for identifying, evaluating, and recommending candidates to the Board of Directors for Board membership, or the Board may conduct the process of identifying and evaluating Board candidates directly. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing an experienced and highly qualified Board. Candidates may come to our attention through current members of our Board, professional search firms, stockholders, or other persons. The Nominating and Governance Committee will recommend to the Board for selection all nominees to be proposed by the Board for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board for election at each annual meeting of stockholders, and, if requested by the Board, will recommend all director nominees to be appointed by the Board to fill interim director vacancies. The Board will be responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. The Board may, either directly or upon the recommendation of the Nominating and Governance Committee, consider the minimum qualifications set forth below, any specific qualities or skills that it believes are necessary for one or more of the Board members to possess, and the desired qualifications, expertise, and characteristics of Board members.

  21. Non-Employee Director Compensation

    Non-Employee Director Compensation Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Our Board of Directors has historically approved annual refresh grants for our non-employee directors in respect of their Board and committee service at levels recommended by our Compensation Committee. Our compensation practices for non-employee directors are reviewed annually by our Compensation Committee. In addition, our executive compensation consultant, Semler Brossy Consulting Group, analyzes the competitive position of our director compensation program against the peer group used to review our executive compensation and examines how our director compensation levels, practices, and design features compare to members of our compensation peer group. Our Compensation Committee reviews this peer group to assess our director compensation against companies that have a similar size and growth trajectory as Workday and have similar business characteristics, such as companies focused on cloud applications or enterprise software. You can find additional information on our compensation peer group in the “Compensation Discussion and Analysis” section included elsewhere in this Proxy Statement. During fiscal 2023, in accordance with the practices described above, our Compensation Committee reviewed our non-employee director compensation program and recommended that the Board maintain the annual refresh grant of restricted stock units (“RSUs”) to our non-employee directors and to the Chair, Vice Chair, Lead Independent Director, and Committee members at the same levels disclosed in our 2022 Proxy Statement, which are set forth in the table below. The number of RSUs awarded to each director is determined by dividing the value of RSUs approved by the Board for each director by the trailing 20-day simple moving average stock price of Workday’s Class A common stock, calculated using the 20 trading days prior to the date of grant. These equity awards vest in one annual installment on May 5th of the year following the year of grant, assuming continuous service through the vest date.

  22. Non-Employee Director Compensation

    | 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 |

  23. Non-Employee Director Compensation

    Additionally, upon joining our Board, a non-employee director will generally be granted an initial equity award in connection with his or her appointment to the Board. New directors joining our Board between annual meetings may also receive a pro-rated annual grant. Our 2022 Equity Incentive Plan provides that a non-employee director may receive awards representing no more than $750,000 total value in any calendar year, and a newly appointed non-employee director may receive awards up to $1,750,000 in total value in the calendar year in which the individual first becomes a non-employee director, provided that any initial award granted in connection with the commencement of his or her initial service as a non-employee director shall not exceed $1,000,000 in value. Consistent with the above, in fiscal 2023, the Compensation Committee granted awards to the non-employee directors as set forth in the following table. We also reimburse directors for travel expenses incurred in connection with attendance at Board meetings and other Workday events and for expenses incurred for continuing education related to their service as directors. Mr. Eschenbach is included in the table below for compensation awarded to, earned by or paid to him in his capacity as a non-employee director until December 20, 2022, when he became our Co-Chief Executive Officer. Following his appointment as Co-Chief Executive Officer, Mr. Eschenbach no longer receives compensation in his capacity as a director. Other than as set forth in the table below, in fiscal 2023, we did not pay any cash compensation or other fees to, make any equity awards or non-equity awards to, or pay any other compensation to any person who served as a non-employee director for all or a portion of fiscal 2023 in respect of their service as members of our Board.

  24. Non-Employee Director Compensation

    | 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 | | George J. Still, Jr. (Vice Chair) | 6/22/2022 | 3,051 | $416,736 | $— | $416,736 | | Thomas F. Bogan | 6/22/2022 | 2,077 | 283,697 | | | | | 3/15/2022 | 3,288(3) | 728,029 | — | 1,011,726 | | Ann-Marie Campbell | 6/22/2022 | 2,240 | 305,962 | — | 305,962 | | Christa Davies | 6/22/2022 | 2,726 | 372,344 | — | 372,344 | | Lynne M. Doughtie | 6/22/2022 | 2,321 | 317,025 | — | 317,025 | | Carl M. Eschenbach | 6/22/2022 | 2,402(4) | 328,089 | — | 328,089 | | Wayne A.I. Frederick, M.D. | 7/15/2022 | 5,248(5) | 738,446 | | | | | 6/22/2022 | 2,077 | 283,697 | — | 1,022,143 | | Michael M. McNamara | 6/22/2022 | 2,645 | 361,281 | — | 361,281 | | Lee J. Styslinger III | 6/22/2022 | 2,321 | 317,025 | — | 317,025 | | Jerry Yang | 6/22/2022 | 2,564 | 350,217 | — | 350,217 |

  25. Non-Employee Director Compensation

    (1) RSU awards shown in the table above vest in full on May 5, 2023, assuming continuous service through such date, other than as indicated in the following footnotes. The following table provides information regarding outstanding equity awards held by non-employee directors as of January 31, 2023:

  26. Non-Employee Director Compensation

    | | 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 |

  27. Non-Employee Director Compensation

    (i) The market value of unvested RSUs is calculated by multiplying the number of unvested shares held by the applicable director by the closing price of our Class A common stock on January 31, 2023, the last trading day of our fiscal year, which was $181.43. (2) The amounts included in the “Value of RSU Award on the Date of Grant” column represent the aggregate grant date fair value of the RSU awards calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value of each RSU award is measured based on the closing price of our Class A common stock on the date of grant. (3) Mr. Bogan was granted RSUs in the amount of $750,000 in connection with his appointment to our Board, one-fourth of which vested on March 5, 2023, and the balance of which will vest in equal installments over the following 12 quarters, assuming continuous service through the applicable vesting dates. (4) Mr. Eschenbach was granted 2,402 RSUs in connection with his service as a non-employee director on our Board in fiscal 2023 until his appointment as our Co-Chief Executive Officer on December 20, 2022. Mr. Eschenbach’s RSUs granted to him in his capacity as a non-employee director continue to vest pursuant to their terms. Dr. Frederick was granted RSUs in the amount of $750,000 in connection with his appointment to our Board, one-fourth of which will vest on July 5, 2023, and the balance of which will vest in equal installments over the following 12 quarters, assuming continuous service through the applicable vesting dates.

  28. Compensation Discussion and Analysis

    We refer to the executive officers in the table above collectively in this Compensation Discussion and Analysis and the accompanying compensation tables as our NEOs. The material terms of the compensation provided to our NEOs for fiscal 2023 are described in this section and set forth in more detail in the Summary Compensation Table and other tables that follow this section, as well as in the accompanying footnotes and narrative discussions relating to those tables. This section also discusses our executive compensation philosophy, objectives, and design; how and why the Compensation Committee arrived at the specific compensation policies and decisions involving our executive team, including our NEOs, during fiscal 2023; the role of Semler Brossy, our outside compensation consultant for executive compensation decisions for fiscal 2023; and the peer companies used in evaluating executive officer compensation. The key elements of our fiscal 2023 executive compensation program included base salary, cash bonuses (other than for Messrs. Bhusri and Eschenbach), equity-based awards, and health and welfare programs. Our executive compensation program has been, and continues to be, weighted more heavily towards long-term incentives, which are delivered via equity grants in the form of RSUs with multi-year vesting, and for Mr. Eschenbach, also in the form of performance-based RSUs with stock price valuation objectives. The Compensation Committee believes that compensation in the form of equity helps to promote sustained, long-term stockholder value creation.

  29. Fiscal 2023 Compensation Highlights

    Fiscal 2023 Compensation Highlights • Leadership transition. We appointed Mr. Eschenbach, a seasoned executive with a proven track record of guiding enterprise technology organizations as they grow and scale, as Co-CEO, with a compensation package primarily consisting of equity awards, including performance-based RSUs, that serve to align incentives with achievement of our strategic objectives and stockholder interests. See “Executive Officer Transitions and Agreements” below for a discussion of the compensation provided to Mr. Eschenbach. Stockholder engagement. To help us better understand the perspectives of our stockholders, we have established a stockholder engagement program. During fiscal 2023, we engaged with several of our largest stockholders regarding our compensation program and we value input received during those discussions. See “Directors and Corporate Governance — Stockholder Engagement” for further details. Equity awards. We operate in a highly competitive and rapidly evolving talent market, and we expect competition among companies in our market to remain strong. As further discussed in “Elements of Our Executive Compensation Program,” for fiscal 2023, we continued to use time-based RSU awards to balance our retention goals in the near-term as well as to motivate our executives to take actions in support of longer-term growth and alignment with stockholder interests. For fiscal 2023, equity awards comprised more than 99% of the total direct compensation for Messrs. Bhusri and Eschenbach and approximately 94% of the total direct compensation for our other NEOs. • Cash bonus program. In fiscal 2023, we delivered strong financial and operational performance across key pre-set company performance metrics. The total bonus pool under our cash bonus program for NEOs and all other eligible employees in fiscal 2023 was funded at 90% of target. See “Elements of Our Executive Compensation Program — Cash Bonuses” for further details. The compensation program for our NEOs for fiscal 2023 consists of a mix of variable and fixed compensation in order to align compensation with short- and long-term stockholder value creation.

  30. Compensation Arrangement Structuring Considerations

    Compensation Arrangement Structuring Considerations In developing the compensation package for Mr. Eschenbach, the independent members of the Compensation Committee and the Board consulted with Semler Brossy, the Compensation Committee’s independent compensation consultant, and gave careful consideration to the compensation structure that was reasonable and necessary to incentivize Mr. Eschenbach to assume the role of our Co-CEO in the context of the considerable value of compensation forfeited by Mr. Eschenbach upon leaving his prior employer. Further, the independent members of the Compensation Committee and the Board believed that Mr. Eschenbach’s compensation should drive achievement of our strategic objectives and be principally tied to sustained, long-term stockholder value creation. Accordingly, the independent members of the Compensation Committee and the Board determined to allocate a substantial portion of Mr. Eschenbach’s compensation in the form of equity, comprised of time-based RSUs, the majority of which vest over four years, and performance-based restricted stock units (“PVU”) that vest over five years, subject to achievement of three increasingly difficult stock price targets. The PVU was designed to encourage leadership continuity and to reward sustained, meaningful increases in stockholder value over a five-year performance period, with vesting only occurring upon achievement of the stock price targets. Mr. Eschenbach is not eligible for additional equity awards until fiscal 2025.

  31. Summary of Mr. Eschenbach’s Compensation Arrangements

    | Element | Compensation | Rationale and Value to Stockholders | | Base Salary | $1,000,000 | • Recognizes Mr. Eschenbach’s role and responsibilities and provides a stable level of fixed compensation | | Annual Bonus Target | 150% of base salary beginning in Workday’s fiscal year 2024 | • At market to align with growth plan strategy • Rewards achievement of annual financial and non-financial objectives, subject to meeting individual performance expectations | | New Hire RSU Special RSU Additional Special RSU | $49,491,913(1) $9,898,382(1) $4,949,191(1) | • Aligns with the interests of stockholders and serves as an important retention vehicle over multiple years • Common vehicle for attracting seasoned executives • Partially offsets forfeited compensation from his prior employer • Special RSU and Additional Special RSU awards subject to cash equivalent repayment if Mr. Eschenbach is terminated for Cause or resigns without Good Reason (as defined in our change in control policy) within the first two years | | PVU | $37,895,520(2) | • Incentive to drive strong, sustained stockholder value creation • Tied to increasingly difficult stock price targets, as discussed in detail below, plus time-based vesting • Subject to a one-year post-vesting holding period |

  32. Summary of Mr. Eschenbach’s Compensation Arrangements

    (1) The amounts reported are computed in accordance with ASC Topic 718 based on the closing price of our Class A common stock on the date of grant. These amounts do not reflect the actual economic value that may ultimately be realized by Mr. Eschenbach. The New Hire RSU vests quarterly over four years, the Special RSU vests quarterly over one year, and the Additional Special RSU vests quarterly over one year contingent upon Mr. Eschenbach’s open market purchase of $2,000,000 of our Class A Common Stock within 12 months of his start date. The amounts do not reflect the actual economic value that may ultimately be realized by Mr. Eschenbach. (2) The amount reported for the PVU award is computed in accordance with ASC Topic 718 using the Monte Carlo simulation model. The amount does not reflect the actual economic value that may ultimately be realized by Mr. Eschenbach.

  33. Elements of the PVU Award

    • A Tranche’s Price Hurdle may not be achieved prior to such Tranche’s performance period. If unachieved during its applicable performance period, Tranche 1 and/or Tranche 2 may be earned in a later performance period, but only if the higher Price Hurdle for such later performance period is also achieved. • If a Tranche’s Price Hurdle is achieved during such Tranche’s performance period, 1/60th of such Tranche’s PVU shares will vest on each of the monthly anniversaries of December 5, 2022, subject to Mr. Eschenbach’s continued service. • Any net after-tax shares Mr. Eschenbach receives upon vesting and settlement of the PVUs must be held by him for one year following such settlement. Our Board and Compensation Committee considered the Employment Agreement and the post-employment compensation arrangements described in “Post Employment Compensation” and “Potential Payments Upon Termination or Change in Control” below and set forth in our Change in Control Policy to be reasonable and necessary to incentivize Mr. Eschenbach to accept employment as our Co-CEO. Additional details regarding our leadership changes and related compensation were disclosed in a Current Report on Form 8-K we filed on December 20, 2022, and are also described elsewhere in this “Compensation Discussion and Analysis” section of this Proxy Statement.

  34. Transition of Mr. Fernandez’s Role

    Transition of Mr. Fernandez’s Role Following Mr. Fernandez’s role as Co-CEO, he continued to provide service to Workday as a Vice Chair through April 2023, after which he transitioned into a consulting role. While serving as a Vice Chair, Mr. Fernandez’s compensation remained the same. As a consultant, Mr. Fernandez provides insights and analysis regarding Workday’s strategic sales, financials, and operations. Pursuant to the terms of his RSU award agreements and our 2022 Plan and 2012 Equity Incentive Plan, Mr. Fernandez will continue to vest into his outstanding RSUs so long as he continues to provide services to Workday. Mr. Fernandez’s consulting period is expected to end on January 8, 2024, unless earlier terminated. In connection with the termination of his full-time employment, Mr. Fernandez received a payment of £10,000 in exchange for entering into a non-compete and non-solicit agreement. He is not entitled to any additional payments in connection with the termination of his full-time employment or his consultancy with Workday.

  35. Philosophy

    Philosophy Our ability to compete and succeed in a highly competitive environment is directly correlated to our ability to recruit, incentivize, and retain talented executives, in the areas of product development, engineering, sales, marketing, services, strategy and general and administrative functions. In order to help grow Workday to $10 billion in revenue and beyond, we need to attract and retain experienced leaders, as we did in fiscal 2023 with the appointment of Mr. Eschenbach as our Co-CEO. Our compensation philosophy is designed to establish and maintain a compensation program that attracts and rewards individuals who possess the skills necessary to lead our near-term objectives and create long-term value for our stockholders, expand our business, and assist in the achievement of our strategic goals. In fiscal 2023, our Compensation Committee reviewed and assessed our compensation philosophy, which is intended to promote Workday’s core values and align with our business strategy. The Compensation Committee believes that a great work environment, substantial employee ownership, and competitive pay and benefits support a winning team, company, and workplace. We believe that the compensation of our executive officers and employees should reflect our performance as an organization, and their performance as individuals. Accordingly, key elements of our total rewards philosophy include the following: Focus on ownership. We believe that our employees should share in the ownership of Workday. Therefore, equity compensation is a larger part of our total rewards than the market practice of our peer companies, which we believe best aligns the interests of our employees with our stockholders. We use RSUs as our primary equity vehicle for our executive officers, including our NEOs. We believe that RSU awards both align the interests of employees with stockholders and provide a longer-term focus through a multi-year vesting schedule, while helping to manage dilution to existing investors. Focus on innovation and performance. We reward performance, while recognizing market-based differences between functions. Developing great products and successfully bringing them to market is the lifeblood of Workday, and the compensation structure for the majority of our employee population, including our NEOs, is weighted toward long-term equity-based compensation in support of innovations and longer-term objectives. In contrast, compensation for our sales team is weighted toward variable short-term compensation in accordance with market practices and to promote revenue growth. Fair and flexible. The Compensation Committee recognizes the importance of providing fair and equitable rewards for employee contributions. We seek to provide target total direct compensation (base salary, bonus, and equity) that is at or above market norms, and to provide parity and consistency within functions and across geographies, while differentiating rewards based on performance and long-term potential. We also believe in adhering to budgets, ensuring transparency, and promoting understanding of our compensation philosophy and practices by employees, while at the same time retaining the flexibility needed to promote employee acquisition and retention.

  36. Objectives

    Objectives Consistent with our compensation philosophy, the primary goals of our executive compensation programs are to: • provide competitive compensation to recruit, retain, and motivate top talent; • align the interests of our executive officers and stockholders through the use of equity awards; • discourage excessive risk taking through the use of long-term equity awards and multi-faceted performance goals for our cash bonus plan; and • motivate and reward behavior consistent with our values, goals, and performance objectives. The Compensation Committee reviews our compensation structure at least annually and more frequently as needed to focus on different business objectives.

  37. Objectives

    | 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. Eschenbach, 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 and is expected to be updated to reflect the new Nasdaq Global Select Market listing requirements. |

  38. Objectives

    | What We Do Not Do | | | | No CIC Single Trigger Acceleration: We do not provide for single trigger acceleration upon a change in control. | | | 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. | | | No Evergreen Provision: Our equity plans do not include an evergreen feature that would automatically replenish the shares available for issuance. |

  39. Role of the Compensation Committee

    Role of the Compensation Committee Pursuant to its charter and in accordance with the rules of the Nasdaq Global Select Market, the Compensation Committee is responsible for reviewing, evaluating, and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. Our Compensation Committee seeks input and receives recommendations from members of our executive management team when discussing the performance and compensation of other executive officers, and in assessing the financial and accounting implications of our compensation programs and hiring decisions. The Compensation Committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs. For additional information on the Compensation Committee, see “Committees of the Board of Directors — Compensation Committee” elsewhere in this Proxy Statement. During fiscal 2023, our Compensation Committee, with the assistance of its compensation consultant, Semler Brossy, reviewed and determined our executive compensation, including base salaries, bonuses, and equity awards, to help ensure our compensation program continued to align with stockholder interests and Workday’s long-term business and operational goals, and provided appropriate rewards and incentives for our executive officers. Our Compensation Committee and the independent members of our Board, with the assistance of Semler Brossy, also reviewed and determined the executive compensation applicable to Mr. Eschenbach in connection with his appointment as Co-CEO in December 2022. For additional information on the process for determining his compensation package, please see “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO” above. The initial compensation arrangements with our executive officers, other than Mr. Bhusri, were the result of arm’s-length negotiations between us and each individual executive officer at the time of his or her hire, appointment, or promotion. In fiscal 2023, the Compensation Committee and, with respect to Messrs. Bhusri and Fernandez, the independent members of our Board of Directors, considered numerous factors in determining whether to adjust the cash and equity compensation of our executive officers, including our NEOs. The Compensation Committee (and the independent members of our Board with respect to Messrs. Bhusri and Fernandez) reviewed the performance of our executive officers, taking into consideration financial, operational, customer, strategic, product, and competitive factors, as well as the succession planning objectives for our various executive officer positions. The Compensation Committee also reviewed a study by Semler Brossy regarding the compensation of executives at the companies in our compensation peer group. We do not benchmark the compensation levels of our executive officers to specific percentiles of our peer companies, but we do review and consider the peer group information among various other factors in making compensation decisions. Except with respect to their individual compensation, Messrs. Bhusri and Fernandez made recommendations to the Compensation Committee regarding the compensation for our executive officers, which were taken into account by the Compensation Committee in making its decisions regarding executive compensation. No executive officer participated in the discussions of the Compensation Committee or the independent members of our Board regarding their own performance and compensation. Following deliberation, the Compensation Committee (and independent members of our Board in the case of Messrs. Bhusri and Fernandez) approved the cash compensation to be paid to our NEOs and granted RSU awards to our NEOs, each as described below and in the Summary Compensation Table. For a discussion of Mr. Eschenbach’s compensation in connection with his appointment as Co-CEO, please see “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO” above.

  40. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retained Semler Brossy to advise on our fiscal 2023 executive compensation programs and practices and our executive compensation decisions, given its expertise in the technology industry, especially with other cloud and enterprise software companies. During fiscal 2023, Semler Brossy provided the following services as requested by the Compensation Committee: • assisted in the development of the compensation peer group we used to understand market competitive compensation practices; assisted in the review and design of Mr. Eschenbach’s compensation package in connection with his appointment to Co-CEO; reviewed and assessed our compensation practices and the cash and equity compensation levels of our executive officers (including an equity retention analysis), including our NEOs, and also for members of our Board of Directors; • reviewed and assessed our current compensation programs to determine any changes that may need to be implemented in order to remain competitive with the market, as well as conducting an equity burn rate and overhang analysis; • assisted in the review and assessment of the design and strategy of our annual and long-term incentives, including the design of our company-wide bonus plan; • reviewed and assessed our current severance and change in control benefits against peer practices; and • advised on regulatory developments relating to executive compensation and collaborated on the risk assessment relating to employee compensation. Other analyses relating to executive compensation for fiscal 2023 were conducted internally by our compensation team and were reviewed by the Compensation Committee. Such analyses included gathering and analyzing relevant data and reviewing and advising on principal aspects of executive compensation. Base salaries, equity awards, and bonuses for our executive officers were among the items reviewed by the Compensation Committee based on third-party market data. During fiscal 2023, the Compensation Committee reviewed the fees provided to Semler Brossy relative to Semler Brossy’s revenues, the services provided by Semler Brossy to the Compensation Committee, any relationships between Semler Brossy and its consultants and our executive officers, any stock ownership of Workday by Semler Brossy, and other factors relating to Semler Brossy’s independence. Based on such review, the Compensation Committee concluded that Semler Brossy is independent within the meaning of the listing standards of the Nasdaq Global Stock Market and that its engagement did not present any conflict of interest. The Compensation Committee has retained Semler Brossy to advise on our executive compensation programs and practices for the fiscal year ending January 31, 2024.

  41. Compensation Peer Group

    Compensation Peer Group We maintain a compensation peer group selected from companies with a focus on applications software, systems software, internet services and infrastructure, media and entertainment, and interactive media and services, with revenues generally between one-third to three times our trailing 12 months of revenue, and/or market capitalization generally between one-third to three times our market capitalization. Our peer group has been further refined by targeting companies with similar business characteristics, such as those focused on cloud applications or enterprise software, those with a focus on innovation and research and development, and/or those with a strong talent brand. We also have generally sought to include companies with revenue growth of greater than or equal to 10% and market capitalization to revenue ratios of greater than or equal to 5.0 where possible. Annually, the Compensation Committee engages Semler Brossy to assist in the review of our compensation peer group. At the end of fiscal 2022, after considering input from Semler Brossy, the Compensation Committee determined that no changes to the compensation peer group disclosed in our 2022 Proxy Statement were necessary for fiscal 2023. Therefore, our compensation peer group for fiscal 2023 consisted of the following companies:

  42. Compensation Peer Group

    | Activision Blizzard, Inc. | PayPal Holdings, Inc. | | Adobe Inc. | Salesforce, Inc. | | Autodesk, Inc. | ServiceNow, Inc. | | Block, Inc. | Shopify Inc. | | Coupa Software Incorporated | Splunk Inc. | | Electronic Arts Inc. | Twilio Inc. | | Intuit Inc. | Twitter, Inc. | | Okta, Inc. | VMware, Inc. | | Palo Alto Networks, Inc. | Zoom Video Communications, Inc. |

  43. Compensation Peer Group

    While the Compensation Committee and our Board of Directors consider the compensation levels of the executives at the companies in our compensation peer group to provide a general understanding of market practices among similar companies, we do not specifically set compensation levels based on the percentile levels reflected by the compensation peer group.

  44. Elements of Our Executive Compensation Program

    Elements of Our Executive Compensation Program The key elements of our executive compensation program include base salary, cash bonuses (other than for Mr. Bhusri and, for fiscal 2023, Mr. Eschenbach), equity-based awards, and health and welfare programs. Except for target cash bonuses, which typically are expressed as a pre-determined percentage of each participating executive officer’s base salary, we do not use specific formulas or weightings in determining the allocation of the various pay elements. Rather, each executive officer’s compensation has been designed to provide a combination of pay elements that are tied to achievement of our short-term and long-term financial and operational objectives. In particular, we believe our use of RSU awards, which generally vest over four years, promotes a culture of long-term value creation, while cash bonuses payable based upon semi-annual performance drive achievement of near-term objectives. In fiscal 2023, the Compensation Committee conducted its regular annual review of our executive compensation program, including an evaluation of competitive market practices; conducted annual performance reviews for our executive officers; reviewed our executive officers’ base salaries and target annual bonus opportunities and adjusted where appropriate; and made annual equity awards. Following deliberation and consideration of the factors discussed below, our Board of Directors and Compensation Committee determined that equity awards should continue to be a significant portion of executive compensation and made increases to cash compensation to some executives based on market positioning. For a discussion of Mr. Eschenbach’s compensation in connection with his appointment as Co-CEO, please see “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO” above. The following charts show the fiscal 2023 total direct compensation mix for our current Co-CEOs, Messrs. Bhusri and Eschenbach, and the average fiscal 2023 total direct compensation mix for our other NEOs. Total direct compensation for fiscal 2023 is the sum of (i) annual base salary, (ii) annual cash bonus target, and (iii) annual RSU awards (based on the grant date fair value). For Mr. Eschenbach, the total direct compensation includes his new hire RSU awards and the PVU award (based on the grant date fair value).

  45. Cash Bonuses

    Cash Bonuses During fiscal 2023, our executive officers, other than Messrs. Bhusri and Eschenbach, participated in our cash bonus plan that is available to all eligible employees. Mr. Bhusri has historically not participated in our cash bonus plan because his large ownership stake in Workday adequately incentivizes him to achieve short-term and long-term performance goals and Mr. Eschenbach was not eligible for our fiscal 2023 bonus plan because he commenced employment as Co-CEO close to the end of fiscal 2023. Because of our emphasis on equity-based compensation, annual bonuses are not intended to constitute a material amount of the total compensation for our NEOs. In early fiscal 2024, we adopted an omnibus bonus plan in response to stockholder feedback on increased disclosure regarding the performance metrics we use or may use in our cash bonus program. As depicted below, our cash bonus plan is measured and calculated based on the achievement of pre-set company performance goals and individual performance objectives. For fiscal 2023, company performance was evaluated based on the following goals as set out in our fiscal 2023 cash bonus plan: 80% of the funding of the cash bonus plan was based on a financial performance goal tied to our total fiscal 2023 subscription revenue and 20% of the funding of the cash bonus plan was driven by a non-financial performance goal based on customer satisfaction.

  46. Individual Performance

    Individual Performance Individual performance factors may increase or decrease a participant’s bonus payment. The NEOs’ individual performance objectives assessed by our Compensation Committee for payment under the fiscal 2023 cash bonus plan generally included: (1) performance relative to their individual and organizational goals; (2) contributions to achievement of corporate goals; (3) contributions to achievement of financial goals; and (4) leadership contributions. In determining the bonus amounts for each of our NEOs, the Compensation Committee took into account each NEO’s strong performance, execution, and agility during a year of rapid growth in a year marked by negative macroeconomic events and rising inflation. The Compensation Committee may exercise discretion to determine the annual bonus amounts for each NEO based on their assessment of each NEO’s individual performance against pre-established goals and leadership contributions. Maximum annual bonus amounts were capped at 125% of annual target bonus opportunities. This assessment approach allowed for flexibility and innovation to address competitive dynamics and the evolving economic landscape, which aligns with the key elements of our compensation philosophy.

  47. Achievement and Payout

    Achievement and Payout Following the conclusion of fiscal 2023, the Compensation Committee reviewed the level of achievement of each company performance goal against the pre-established targets. The Compensation Committee determined that, based on the achievement level of our fiscal 2023 full year subscription revenue adjusted on a constant currency basis, the financial target portion of the cash bonus plan would be funded at 88%. The Compensation Committee also determined that we achieved our customer satisfaction goal, resulting in the full funding of that portion of the cash bonus plan. Based on these achievements, the total bonus pool for NEOs and all other eligible employees in fiscal 2023 was funded at 90% of target. As with prior years, executives who participated in the cash bonus plan were eligible for semi-annual payments. For the first half of fiscal 2023, executives were eligible for a 40% bonus payout based on Workday’s year-to-date performance against our annual company financial goal. Based on performance against our annual company financial goal as of the first half determination date, all participating NEOs received a first half payout equal to 40% of their annual target bonus. For the full fiscal 2023 amounts, the Compensation Committee determined that given the strong individual performance of the NEOs during a particularly challenging year, the individual performance objectives had been met by all NEOs, and determined to set each of their individual performance achievement level at 100%, which, together with the achievement levels of the company’s performance goals, resulted in an overall payout of approximately 90% of each NEO’s respective annual targets for fiscal 2023. The bonuses paid to our NEOs for fiscal 2023 are set forth in the table below:

  48. Achievement and Payout

    | 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% |

  49. Achievement and Payout

    (1) The target annual bonus opportunity for Mr. Eschenbach is 150% of his annual base salary. Pursuant to the terms of his Employment Agreement, Mr. Eschenbach is not eligible to participate in the cash bonus program until fiscal 2024.

  50. Equity-Based Awards

    Equity-Based Awards The majority of the target total direct compensation of our executive officers, including our NEOs, is provided through equity awards. By having a significant percentage of our executive officers’ target total direct compensation payable in the form of equity that vests over a number of years and, thus, is subject to higher risk and longer vesting than cash compensation, our executive officers are motivated to take actions that focus on our long-term strategic and financial objectives, aligning their interests with those of our stockholders over the long term. We believe that RSUs with multi-year vesting are the most effective compensation vehicle for Workday at this time for a number of reasons, including that RSUs are a common incentive used by many talent competitors and the multi-year vesting schedule decreases risks associated with short-term decision making. Furthermore, the Compensation Committee and the Board believe that it is critical for Workday to promote strategic agility by allowing the business to pivot in response to changing market dynamics without consideration of the impact to short-term rewards, and RSUs with long-term vesting allow us to continue to incentivize and promote the innovative culture that will drive our success. We make annual equity grants to our executive officers and may also make mid-year awards on a case-by-case basis, such as in the event of a promotion. The sizes of these awards are not determined based on a specific formula, but rather through the exercise of the Compensation Committee’s or Board’s judgment after considering, on an annual basis, the individual performance of each of the executive officers, including financial, operational, customer, strategic, product, and competitive factors; the recommendations of the Co-CEOs (except with respect to their own awards); the appropriate level of compensation for the position given the scope of responsibility; the need to hire or retain an individual in a particular position; the current unvested equity held by such individuals and related vesting schedules; the level of each executive officer’s total target cash compensation (base salary plus target cash bonus opportunity); and the perceived retentive value of the proposed awards. With respect to Messrs. Bhusri and Fernandez, the Compensation Committee and the Board considered the equity grants for each Co-CEO independently relative to competitive peer CEO pay. Given their shared responsibilities, the Compensation Committee and the Board also considered the aggregate spend for the Co-CEOs relative to pay for a peer’s “top two” executives. Additionally, Mr. Bhusri’s large ownership stake in Workday was balanced with a desire to continue to recognize his strong leadership role in overseeing our product, technology, and corporate functions. For a discussion of Mr. Eschenbach’s equity grants in connection with his appointment as Co-CEO, please see “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO” above. In addition, the Compensation Committee reviews and considers the equity awards granted to the executives at the companies in our compensation peer group, although it does not benchmark to specific percentiles against those companies. Based on its review, the Compensation Committee agreed that the fiscal 2023 equity grants described below, together with existing equity awards, appropriately incentivized our executives and satisfied our retention goals for the near-term future, as well as motivated our executives to take actions in support of longer-term stockholder interests. As noted above, our equity awards generally take the form of time-based RSU awards with a four-year vesting schedule. The number of RSUs awarded to each NEO is determined by dividing the value of RSUs approved by the Compensation Committee for each NEO by the trailing 20-day simple moving average stock price of Workday’s Class A common stock prior to the date of grant, or for Mr. Eschenbach, the date of his Employment Agreement. The Compensation Committee believes that these RSU awards serve as an effective retention tool for our executive officers, because unvested awards are generally forfeited if an executive officer voluntarily leaves the company before the awards have vested. Furthermore, a significant portion of Mr. Eschenbach’s equity awards granted in connection with his appointment as Co-CEO were performance-driven in the form of PVUs, which incentivizes stock price appreciation and stockholder value creation. The PVUs will be earned in full only if three meaningful stock price performance targets are achieved during a five-year performance period, and Mr. Eschenbach also satisfies the service-based vesting requirements. For a full discussion of Mr. Eschenbach’s PVUs, please see “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO” above. The RSU awards granted to our NEOs in fiscal 2023 were as follows:

  51. Equity-Based Awards

    | 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) | 6/22/2022 | 2,402 | 328,089 | | | 12/28/2022 | 30,365 | 4,949,191 | | | 12/28/2022 | 60,730 | 9,898,383 | | | 12/28/2022 | 303,650 | 37,895,520(2) | | | 12/28/2022 | 303,650 | 49,491,914 | | Chano Fernandez | 4/20/2022 | 85,193 | 18,754,387 | | Barbara A. Larson | 4/20/2022 | 42,597 | 9,377,304 | | 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 |

  52. Equity-Based Awards

    (1) Unless otherwise noted, the RSU awards for our NEOs are subject to vesting based on continued service through the applicable vesting dates, with one-fourth of such awards vesting one year from their vesting start date, after which the awards vest in equal installments over the next 12 quarters. (2) Other than with respect to Mr. Eschenbach’s PVU award, the amounts reported are computed in accordance with ASC Topic 718 based on the closing price of our Class A common stock on the date of grant. The amount reported for the PVU award is computed in accordance with ASC Topic 718 using the Monte Carlo simulation model. These amounts do not reflect the actual economic value that may ultimately be realized by the NEOs. Prior to Mr. Eschenbach’s appointment as Co-CEO, he was granted 2,402 RSUs on June 22, 2022, in connection with his service on our Board of Directors. In connection with Mr. Eschenbach’s appointment as Co-CEO, he was granted (i) 30,365 RSUs which will vest as to one-fourth of the underlying shares on each of the first four quarterly anniversaries of December 5, 2022, with vesting contingent upon Mr. Eschenbach’s purchase of $2,000,000 of Workday Class A Common Stock on the public market; (ii) 60,730 RSUs which will vest as to one-fourth of the underlying shares on each of the first four quarterly anniversaries of December 5, 2022; (iii) 303,650 RSUs which will vest as to one-sixteenth of the underlying shares on each of the first sixteen quarterly anniversaries of December 5, 2022; and (iv) 303,650 PVUs that are divided into three tranches, with each tranche representing Mr. Eschenbach’s right to acquire 1/3 of the shares subject to the award subject to the achievement of certain share price targets. The PVUs shall vest subject to the achievement of certain performance metrics as explained in further detail under the section “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO” above.

  53. Post-Employment Compensation

    Post-Employment Compensation We have a change in control policy applicable to our executive officers and certain other participants that provides for severance payments and benefits in the event of a qualifying termination of employment following a change in control of Workday. Under the policy, in the event of a qualifying termination (as defined below) of a participant’s employment within 12 months following a change in control of Workday, the participant would be entitled to receive severance payments and full accelerated vesting of all outstanding equity awards, subject to the execution of a release agreement and the waiver of any other severance arrangement that would be triggered by a change in control. We do not provide for single trigger acceleration following a change in control and do not provide tax gross-ups for “excess parachute payments.” The Compensation Committee has determined that the change in control policy is both competitively reasonable and necessary to recruit and retain key executives. We also believe that entering into these arrangements will help our executive officers maintain continued focus and dedication to their responsibilities to help maximize stockholder value if there is a potential transaction that could involve a change in control of the company. For additional information about the change in control policy, please see the section below entitled “Potential Payments upon Termination or Change in Control.” In connection with incentivizing Mr. Eschenbach to join us as our Co-CEO, his Employment Agreement provides that he is entitled to certain payments and accelerated vesting if his employment is terminated without Cause (as defined in his Employment Agreement) within two years following his start date, other than in connection with a change in control (as defined in our change in control policy). Likewise, Mr. Eschenbach will participate in Workday’s change in control policy, as modified by his Employment Agreement, such that in the event that Mr. Eschenbach’s employment is terminated without Cause (as defined in his Employment Agreement) or he resigns for Good Reason (as defined in our change in control policy) in connection with a change in control. Our Board and Compensation Committee considered the post-employment compensation arrangements described above and set forth in our change in control policy and the Employment Agreement to be reasonable and necessary to incentivize Mr. Eschenbach to accept employment as our Co-CEO. For additional information regarding these termination benefits, please see the section “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO” and “Potential Payments Upon Termination or Change in Control”. Additionally, while Co-CEO, Mr. Fernandez was entitled to receive certain statutory severance amounts as required by local law if his employment is terminated other than in connection with a change in control and other than for “fair cause” or due to his voluntary resignation. The material terms of post-employment payments to our NEOs are set forth under “Employment Arrangements and Indemnification Agreements” below. Pursuant to company policy, all employees, including our executives, whose employment with Workday terminates due to death or permanent disability, generally fully vest in their outstanding time-based equity awards upon termination. The value of our NEOs’ equity awards that would have vested assuming a January 31, 2023, termination of employment due to death or permanent disability is set forth in the section “Potential Payments Upon Termination or Change in Control”.

  54. Equity Awards Grant Policy

    Equity Awards Grant Policy The Compensation Committee has adopted a policy governing equity awards that are granted to our executive officers and employees and members of our Board of Directors. This policy provides that equity awards will be granted either by our Board or the Compensation Committee at a meeting or by unanimous written consent, subject to equity award guidelines adopted by our Board, and provides that each of the Co-Chief Executive Officers, Chair of the Board, each of the Co-Presidents, Chief Financial Officer, and Chief People Officer may make awards to non-executive employees within prescribed limits. Generally, prior to January 1, 2023, new hire awards were granted effective on the 15th day of the month following commencement of employment, while promotion and discretionary awards for our executive officers were effective on the 15th day of March, June, September, or December and on the 15th day of any month for non-executive employees. In fiscal 2023, we modified our policy governing equity awards so that effective January 1, 2023, generally all new hire awards are granted effective on the 5th day of the month for employees who have commenced employment on or prior to the 15th day of the preceding month. Additionally, promotion and discretionary awards for our executive officers are granted effective on the 5th day of March, June, September, or December, and on the 5th day of any month for non-executive employees. Relatedly, we modified the vesting date from the 15th to the 5th of each month for all unvested RSU awards vesting after December 31, 2022. Refresh awards made in connection with Workday’s annual review cycle will be effective on a date occurring in March, April, or May that is designated by the Board or the Compensation Committee prior to the end of the immediately preceding calendar year, in each case unless otherwise approved by our Board or the Compensation Committee. The exercise price of all stock options and SARs must be equal to or greater than the fair market value of our common stock, as defined in the applicable equity incentive plan, on the date of grant.

  55. Policy regarding 10b5-1 Plans for Directors and Executive Officers

    Policy regarding 10b5-1 Plans for Directors and Executive Officers Generally, our Policy on Trading in Securities requires our executive officers and members of our Board of Directors to adopt plans in accordance with Exchange Act Rule 10b5-1, including in accordance with the new final 10b5-1 rules adopted by the SEC in 2022, for trades of Workday securities that they beneficially own and further provides that such individuals may not trade in our equity securities during our quarterly restricted periods.

  56. Compensation Policies and Practices as they Relate to Risk Management

    Compensation Policies and Practices as they Relate to Risk Management The Compensation Committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the Compensation Committee’s determination include the following: We structure our compensation program to consist of both fixed and variable components. The fixed (or base salary) component of our compensation programs is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics. The variable (cash bonus and equity) components of our compensation programs are designed to reward both short-term and long-term company performance, which we believe discourages employees from taking actions that focus only on our short-term success and helps align our employees with our stockholders and on our longer-term success. Our RSUs have time-based vesting, generally over a period of four years. • We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers. • While we do not cap the cash incentive award for our sales incentive plan to provide maximum incentive for our sales force to meet and exceed their revenue objectives, we do maintain internal controls over the determination of sales incentive awards which we believe help prevent problematic behaviors. • Employees of Workday are required to comply with our Code of Conduct, which covers, among other things, accuracy in keeping financial and business records. • The Compensation Committee approves the employee annual and new hire equity award guidelines as well as the overall annual equity pool. Any recommended equity awards outside these guidelines require approval by the Compensation Committee. We believe that this helps ensure we grant equity compensation appropriately and in a sustainable manner. • A significant portion of the compensation paid to our executive officers and the members of our Board of Directors is in the form of RSUs, to align their interests with the interests of stockholders. • We maintain Stock Ownership Guidelines for our executive officers and the members of the Board to ensure that they retain specified levels of equity in Workday to align their interests with the interests of stockholders. • As part of our Policy on Trading in Securities, we prohibit hedging transactions involving our securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance. • Our Board has adopted an Executive Officer Recoupment Policy providing that it may require reimbursement or forfeiture of all or a portion of any incentive compensation that was paid to an executive officer based on financial results if a restatement of those results is required and it determines that fraud on the part of the executive officer contributed to the need for the restatement. We expect revise the policy in fiscal 2024 to reflect the new requirements of the Nasdaq Global Select Market.

  57. Accounting Treatment

    Accounting Treatment We account for share-based compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize compensation expense for share-based awards issued to employees and non-employees, primarily including RSUs and purchases under the Amended and Restated 2012 Employee Stock Purchase Plan (“ESPP”). Compensation expense is generally recognized over the period during which the award recipient is required to perform service in exchange for the award. For RSUs, fair value is based on the closing price of our common stock on the grant date. For shares issued under the ESPP, fair value is estimated using the Black-Scholes option-pricing model. This calculation is performed for accounting purposes and reported in the compensation tables below.

  58. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides information concerning all plan and non-plan compensation earned by each of our NEOs during the fiscal years ended January 31, 2023, 2022, and 2021.

  59. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All Other Compensation(3) | 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 | | | 2022 | 65,000 | — | 15,404,483 | 2,961,923 | 18,431,406 | | | 2021 | 65,000 | — | — | 2,628,925 | 2,693,925 | | Carl M. Eschenbach Co-Chief Executive Officer and Director | 2023 | 119,231 | — | 102,563,097(4) | 2,981 | 102,685,309 | | Chano Fernandez Former Co-Chief Executive Officer | 2023 | 607,791(5) | 521,136(5) | 18,754,387 | 103,557 | 19,986,871 | | | 2022 | 631,962(5) | 752,976(5) | 20,539,224 | 91,351 | 22,015,513 | | | 2021 | 471,712(5) | 453,735(5) | 25,867,043 | 265,284 | 27,057,774 | | Barbara A. Larson Chief Financial Officer | 2023 | 420,000 | 187,000 | 9,377,304 | 35,097 | 10,020,001 | | James J. Bozzini Chief Operating Officer | 2023 | 375,000 | 166,000 | 9,377,304 | 9,323 | 9,927,627 | | | 2022 | 350,000 | 209,000 | 9,756,190 | 8,700 | 10,323,890 | | | 2021 | 350,000 | 168,000 | 11,070,499 | 8,669 | 11,597,168 | | Douglas A. Robinson Co-President | 2023 | 375,000 | 332,000 | 12,190,473 | 38,705 | 12,936,179 | | | 2022 | 350,000 | 427,000 | 11,699,995 | 7,670 | 12,484,665 | | 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 | | | 2022 | 500,000 | 298,000 | 5,134,741 | 9,700 | 5,942,441 | | | 2021 | 500,000 | 241,000 | 5,535,323 | 592,857 | 6,869,198 |

  60. SUMMARY COMPENSATION TABLE

    (1) For all NEOs, reported amounts reflect payment of bonuses pursuant to the cash bonus plan. (2) Other than with respect to Mr. Eschenbach’s PVUs, the amounts reported are computed in accordance with ASC Topic 718 based on the closing price of our Class A common stock on the date of grant. The amount reported for Mr. Eschenbach’s PVU award is computed in accordance with ASC Topic 718 using the Monte Carlo simulation model. These amounts do not reflect the actual economic value that may ultimately be realized by the NEOs. (3) Amounts shown in this column for all other compensation are valued on the basis of actual costs to Workday and are detailed in the chart below for fiscal 2023:

  61. SUMMARY COMPENSATION TABLE

    | 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) |

  62. SUMMARY COMPENSATION TABLE

    (i) The amounts in this column represent income tax gross-ups paid in respect of attendance at a company sponsored event. The amount reported for Mr. Fernandez is an estimate of the tax payable by Workday upon filing of an annual U.K. tax filing with respect to employee benefits. The exchange rate used to convert this amount from GBP into U.S. dollars was 1.232. (ii) This amount includes the (i) aggregate incremental costs paid by Workday for certain security arrangements provided for Mr. Bhusri and his family that may be considered perquisites under SEC disclosure rules in the amount of $3,068,745 and (ii) personal air travel expenses in the amount of $76,875, which represent the incremental cost to Workday for Mr. Bhusri’s personal use of our corporate aircraft and a private business jet charter. We determine the incremental cost of the personal use of our corporate aircraft based on the variable operating costs to us, which includes (i) trip-related landing, ramp, and parking fees and expenses; (ii) crew travel expenses; (iii) supplies and catering; and (iv) aircraft fuel and oil expenses. The incremental cost to Workday from his use of a private business jet charter was based on the amount billed to us by the private business jet charter company. Because the corporate aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as the salaries of pilots and crew, purchase or lease costs of our corporate aircraft, and costs of maintenance and upkeep. On occasion, guests of Mr. Bhusri may accompany him on private aircraft during business trips at a de minimis incremental cost to Workday. Additional information is set forth in the above section entitled “Elements of Our Executive Compensation Program — Perquisites and Other Personal Benefits.” (iii) This amount includes a car allowance paid to Mr. Fernandez in the amount of $16,386; a supplemental payment with respect to our Tapered Annual Allowance Policy for UK employees in the amount of $31,977; a pension contribution for Spanish shadow payroll in the amount of $1,427; and a company charitable match in the amount of $500. The exchange rate used to convert these amounts from GBP into U.S. dollars was 1.232, and from euro to U.S. dollars was 1.0863, as applicable, which were the daily spot rates as of January 31, 2023. Additional information is set forth in the above section entitled “Elements of Our Executive Compensation Program — Perquisites and Other Personal Benefits.” (iv) This amount includes a company gift to Ms. Larson in the amount of $3,386; income tax gross-up paid in respect of a company gift in the amount of $3,313; and a wellness program reimbursement in the amount of $600. (v) This amount includes a company gift to Mr. Robinson in the amount of $727; income tax gross-up paid in respect of a company gift in the amount of $491; a wellness program reimbursement in the amount of $150; and a company charitable match in the amount of $1,000. (vi) This amount includes a wellness program reimbursement to Mr. Sauer in the amount of $361 and a company charitable match in the amount of $2,000. (4) Mr. Eschenbach was appointed as our Co-CEO on December 20, 2022. The amounts reported under the Stock Awards column for Mr. Eschenbach include (i) $328,089 in grant date fair value of RSUs that were granted to Mr. Eschenbach in June 2022 in connection with his service as a non-employee director on our Board of Directors, and (ii) $102,235,008 in grant date fair value of the RSUs and PVUs that were granted to Mr. Eschenbach in December 2022 in connection with his appointment as our Co-CEO. (5) Mr. Fernandez’s salary and bonus are paid in GBP. The exchange rates used to convert these amounts into U.S. dollars were 1.232 for fiscal 2023, 1.3446 for fiscal 2022, and 1.3708 for fiscal 2021, which were the daily spot rates in effect as of the last day of each respective fiscal year.

  63. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides information regarding grants of incentive plan-based awards made to each of our NEOs during fiscal 2023 under our 2012 Equity Incentive Plan (solely for awards prior to June 22, 2022) and our 2022 Equity Incentive Plan.

  64. Grants of Plan-Based Awards in Fiscal 2023

    | | | 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) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | Aneel Bhusri | 04/20/2022 | | | | 63,895 | $14,065,845 | | Carl M. Eschenbach(3) | 12/28/2022 | | | | 30,365 | 4,949,191 | | | 12/28/2022 | | | | 60,730 | 9,898,383 | | | 12/28/2022 | | | | 303,650 | 49,491,914 | | | 12/28/2022 | | 303,650(4) | | | 37,895,520 | | | 06/22/2022 | | | | 2,402 | 328,089 | | Chano Fernandez | 04/20/2022 | | | | 85,193 | 18,754,387 | | Barbara A. Larson | 04/20/2022 | | | | 42,597 | 9,377,304 | | James J. Bozzini | 04/20/2022 | | | | 42,597 | 9,377,304 | | Douglas A. Robinson | 04/20/2022 | | | | 55,376 | 12,190,473 | | Richard H. Sauer | 04/20/2022 | | | | 36,207 | 7,970,609 |

  65. Grants of Plan-Based Awards in Fiscal 2023

    (1) Represents RSUs granted under our 2022 Equity Incentive Plan. Unless otherwise noted, each RSU award vested or will vest as to one-fourth of the underlying shares on approximately the one-year anniversary of grant and then quarterly thereafter, subject to continued service with Workday on the applicable vesting dates. Other than with respect to Mr. Eschenbach’s PVU award, the amounts reported are computed in accordance with ASC Topic 718 based on the closing price of our Class A common stock on the date of grant. The amount reported for Mr. Eschenbach’s PVU award is computed in accordance with ASC Topic 718 using the Monte Carlo simulation model. These amounts do not reflect the actual economic value that may ultimately be realized by the NEOs. Prior to Mr. Eschenbach’s appointment as Co-CEO, he was granted 2,402 RSUs on June 22, 2022, in connection with his service on our Board of Directors. In connection with Mr. Eschenbach’s appointment as Co-CEO, he was granted the following awards under our 2022 Equity Incentive Plan: (i) 30,365 RSUs which will vest as to one-fourth of the underlying shares on each of the first four quarterly anniversaries of December 5, 2022, with vesting contingent upon Mr. Eschenbach’s purchase of $2,000,000 of Workday Class A Common Stock on the public market; (ii) 60,730 RSUs which will vest as to one-fourth of the underlying shares on each of the first four quarterly anniversaries of December 5, 2022; and (iii) 303,650 RSUs which will vest as to one-sixteenth of the underlying shares on each of the first sixteen quarterly anniversaries of December 5, 2022. (4) Represents PVUs granted under our 2022 Equity Incentive Plan. In connection with Mr. Eschenbach's appointment as Co-CEO, he was granted 303,650 PVUs that are divided into three tranches, with each tranche representing Mr. Eschenbach’s right to acquire 1/3 of the shares subject to the award subject to the achievement of certain share price targets. The PVUs shall vest subject to the achievement of certain performance metrics as explained in further detail under the section “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO” above.

  66. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding and unvested RSU awards held by our NEOs as of January 31, 2023.

  67. Outstanding Equity Awards at Fiscal Year-End

    | | | 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 | | |

  68. Outstanding Equity Awards at Fiscal Year-End

    | | | 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 | | Douglas A. Robinson | 04/20/2022 | 55,376 | 10,046,868 | | | | | 12/15/2021 | 5,371 | 974,461 | | | | | 04/15/2021 | 16,646 | 3,020,084 | | | | | 03/15/2021 | 4,410 | 800,106 | | | | | 04/15/2020 | 9,474 | 1,718,868 | | | | | 04/22/2019 | 979 | 177,620 | | | | Richard H. Sauer | 04/20/2022 | 36,207 | 6,569,036 | | | | | 04/15/2021 | 11,097 | 2,013,329 | | | | | 04/15/2020 | 11,843 | 2,148,675 | | | | | 10/15/2019 | 7,588 | 1,376,691 | | |

  69. Outstanding Equity Awards at Fiscal Year-End

    (1) Unless otherwise noted, each RSU award vested or will vest as to one-fourth of the underlying shares on approximately the one-year anniversary of grant and then quarterly thereafter, subject to continued service with Workday on the applicable vesting dates. (2) Other than with respect to Mr. Eschenbach’s PVU award, the market value of unvested RSUs is calculated by multiplying the number of unvested shares held by the applicable NEO by the closing price of our Class A common stock on January 31, 2023, the last trading day of our fiscal year, which was $181.43. The amount reported for the PVU award is the grant date fair value on December 28, 2022, computed in accordance with ASC Topic 718 using the Monte Carlo simulation model, which is materially similar to the fair value on January 31, 2023. (3) Prior to Mr. Eschenbach’s appointment as Co-CEO, he was granted 2,402 RSUs on June 22, 2022, in connection with his service on our Board of Directors. In connection with Mr. Eschenbach’s appointment as Co-CEO, he was granted (i) 30,365 RSUs which will vest as to one-fourth of the underlying shares on each of the first four quarterly anniversaries of December 5, 2022, with vesting contingent upon Mr. Eschenbach’s purchase of $2,000,000 of Workday Class A Common Stock on the public market; (ii) 60,730 RSUs which will vest as to one-fourth of the underlying shares on each of the first four quarterly anniversaries of December 5, 2022; (iii) 303,650 RSUs which will vest as to one-sixteenth of the underlying shares on each of the first sixteen quarterly anniversaries of December 5, 2022; and (iv) 303,650 PVUs that are divided into three tranches, with each tranche representing Mr. Eschenbach’s right to acquire 1/3 of the shares subject to the award subject to the achievement of certain share price targets. The PVUs shall vest subject to the achievement of certain performance metrics as explained in further detail under the section “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO” above.

  70. Stock Vested in Fiscal 2023

    Stock Vested in Fiscal 2023 The following table summarizes the value realized by our NEOs on stock vested during fiscal 2023.

  71. Stock Vested in Fiscal 2023

    | | RSU Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Aneel Bhusri | 43,834 | $8,279,959 | | Carl M. Eschenbach | 2,153(2) | 419,691 | | Chano Fernandez | 88,983 | 16,192,504 | | Barbara A. Larson | 24,278 | 4,479,194 | | James J. Bozzini | 50,271 | 9,038,036 | | Douglas A. Robinson | 31,369 | 5,777,786 | | Richard H. Sauer | 28,221 | 4,959,307 |

  72. Stock Vested in Fiscal 2023

    (1) The value realized on vesting is calculated by multiplying the number of underlying shares at vest by the fair market value of our Class A common stock on the date prior to the applicable vesting dates. Represents shares granted to Mr. Eschenbach in connection with his service as a non-employee director on our Board of Directors that vested in fiscal 2023 prior to his appointment as our Co-Chief Executive Officer on December 20, 2022. Mr. Eschenbach’s RSUs granted to him in his capacity as a non-employee director continue to vest pursuant to their terms.

  73. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We do not offer any defined benefit pension plans or nonqualified deferred compensation plans.

  74. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with SEC rules, we are providing the ratio of the total annual compensation of each individual serving as a Co-CEO during the last completed fiscal year to the total annual compensation of our median compensated employee (“median employee”). The ratios of Messrs. Bhusri’s, Eschenbach’s, and Fernandez’s total annual compensation to that of our median employee’s total annual compensation for fiscal 2023 are 74:1, 439:1, and 85:1, respectively. We believe these ratios are reasonable estimates, calculated in a manner consistent with SEC rules, based on our payroll and employment records and the methodology described below. As disclosed in the Summary Compensation Table above, the total annual compensation of Messrs. Bhusri, Eschenbach, and Fernandez for fiscal 2023 was $17,278,430, $102,685,308, and $19,986,871, respectively. The total annual compensation of our median employee for fiscal 2023 was $233,831, calculated in the same manner as the compensation for our Co-CEOs in accordance with SEC rules. The pay ratio for Mr. Eschenbach provided above is based on his fiscal 2023 annual total compensation, which contained special one-time new-hire RSU awards that, assuming his continued employment with Workday through the applicable vesting dates, would vest continuously over a period ending on December 5, 2026. Additionally, his fiscal 2023 compensation included PVUs that vest over five years, subject to both time and performance-based vesting conditions tied to increasingly difficult stock price targets. For fiscal 2024, we expect the pay ratio for Mr. Eschenbach to decrease significantly, as pursuant to his Employment Agreement, he is not eligible for additional equity awards until fiscal 2025. For additional information about the compensation of our Co-CEOs, see the “Compensation Discussion and Analysis” section elsewhere in this Proxy Statement. Since there have been no significant changes to our employee population or employee compensation programs during fiscal 2023 that would affect our pay ratio disclosure, we used the same median employee disclosed in last year’s Proxy Statement, as permitted by SEC rules. In determining that it was still appropriate to utilize our fiscal 2022 median employee for fiscal 2023, we considered that there were no material changes to that employee’s job description or compensation structure during fiscal 2023. As disclosed in our 2022 Proxy Statement, our determination of which employee was the median employee was based on compensation data for all employees as of November 1, 2021 (the “determination date”), other than Mr. Bhusri and Mr. Fernandez, the Company’s Co-CEOs on the determination date, and certain other employees permissibly excluded under the de minimis exception. The compensation data used included the following elements for the 12-month period preceding the determination date: • base pay, which included all regular wages, overtime, paid time off, pay related to leaves of absences and leave payout, on call premiums, and allowances; • actual cash bonus compensation paid; • actual commissions paid; and • the grant date fair value of equity awards granted. In selecting the median employee, reporting companies are permitted to use reasonable estimates, assumptions, and methodologies based on their own facts and circumstances. As such, the pay ratio reported by other companies may not be comparable to the pay ratios reported above, as other companies may have different employment and compensation practices and may utilize different estimates, assumptions, and methodologies in calculating their own pay ratios.

  75. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and our other NEOs (“Non-PEO NEOs”) and our performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to “Executive Compensation — Compensation Discussion and Analysis.” The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our NEOs; these amounts reflect the Summary Compensation Table total with certain adjustments as described in the following table and footnotes.

  76. Pay Versus Performance

    | | 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 |

  77. Pay Versus Performance

    (1) Aneel Bhusri served as our Chief Executive Officer from 2014 to August 2020 and has since served as our Co-Chief Executive Officer. (2) Chano Fernandez served as our Co-Chief Executive Officer from August 2020 through December 20, 2022. Carl Eschenbach has served as our Co-Chief Executive Officer since December 20, 2022. (3) The individuals comprising the Non-PEO NEOs for each year are listed below:

  78. Pay Versus Performance

    | FY23 | FY22 | FY21 | | James J. Bozzini | James J. Bozzini | James J. Bozzini | | Barbara A. Larson | Douglas A. Robinson | Richard H. Sauer | | Douglas A. Robinson | Richard H. Sauer | Robynne D. Sisco | | Richard H. Sauer | Robynne D. Sisco | |

  79. Pay Versus Performance

    Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as required by Item 402(v) of Regulation S-K, as set forth in the tables below. The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in ASC Topic 718. The fair values of RSU awards that are subject to solely service-based vesting criteria equals the closing price of our Class A common stock on applicable year-end dates, or, in the case of vesting dates, the closing price on the date prior to the applicable vesting dates. The fair value of Mr. Eschenbach’s market-based PVU award is calculated using a Monte Carlo simulation model with the following assumptions: (i) expected volatility of 40%, (ii) risk-free interest rate of 4%, and (iii) total performance period of six years. For additional information on the assumptions used to estimate the fair value of the awards, see the Notes to Consolidated Financial Statements in our Annual Reports on Form 10-K for the fiscal year ended January 31, 2023, and prior fiscal years. Compensation Actually Paid to Mr. Bhusri reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  80. Pay Versus Performance

    | | 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 |

  81. Pay Versus Performance

    (6) Compensation Actually Paid to Mr. Eschenbach reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  82. Pay Versus Performance

    | | 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 | — | — |

  83. Pay Versus Performance

    (i) Includes the value of Stock Awards granted to Mr. Eschenbach in June 2022 in connection with his service on our Board of Directors. (ii) Includes the value of Stock Awards granted to Mr. Eschenbach in prior fiscal years in connection with his service on our Board of Directors that vested in fiscal 2023. (7) The compensation paid to Mr. Fernandez is in GBP and euro. The exchange rate used to convert these amounts from GBP into U.S. dollars was 1.232, and from euro to U.S. dollars was 1.086, as applicable for fiscal 2023. Compensation Actually Paid to Mr. Fernandez reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  84. Pay Versus Performance

    | | 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 |

  85. Pay Versus Performance

    The average Compensation Actually Paid to the Non-PEO NEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  86. Pay Versus Performance

    | | 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 |

  87. Pay Versus Performance

    (9) The Peer Group TSR set forth in this table utilizes the S&P 1500 Application Software Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. The comparison assumes $100 was invested for the period starting January 31, 2020, through the end of the listed year in Workday Class A common stock and in the S&P 1500 Application Software Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (10) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. (11) We determined subscription revenue to be the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in fiscal 2023. Subscription revenues primarily consist of fees that give our customers access to our cloud applications, which include related customer support. Subscription revenues are recognized over time as services are delivered and consumed concurrently over the contractual term, beginning on the date our service is made available to the customer.

  88. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following depictions of the relationships between information presented in the Pay versus Performance table. As described in more detail in the section “Executive Compensation — Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy by heavily weighting total compensation to long-term equity awards that motivate our executives to take actions in support of longer-term stockholder interests. Other than our cash bonus plan and certain performance-based awards that may be granted from time to time, we generally seek to incentivize long-term performance through time-based RSUs, and therefore there may not be direct alignment of the identified performance measures with the compensation that is actually paid to our PEOs and our Non-PEO NEOs (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. Furthermore, Mr. Eschenbach was appointed as our Co-CEO near the end of fiscal 2023 and both his Total Compensation as included in the Summary Compensation Table and his Compensation Actually Paid as included the Pay versus Performance table reflect his new hire compensation package, the amount of which was determined and structured to incentivize Mr. Eschenbach to both assume the role and to drive the achievement of our long-term strategic and financial objectives. Mr. Eschenbach’s new hire compensation package included, among other things, market-based PVUs granted in December 2022, which represent a substantial portion of his overall compensation, and are intended to incentivize and reward Mr. Eschenbach to drive significant and sustained stock price performance over a five-year period. For a discussion of Mr. Eschenbach’s compensation in connection with his appointment as Co-CEO, please see “Executive Officer Transitions and Agreements — Appointment of Mr. Eschenbach as Co-CEO.”

  89. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, our cumulative TSR, and our peer group’s cumulative TSR over the three most recently completed fiscal years. We do not use cumulative TSR as a performance measure in our overall executive compensation program. However, as noted above, time-vesting equity compensation makes up a material portion of the total compensation for our executives, thus, the price of our Class A common stock directly ties to Compensation Actually Paid. Additionally, and as discussed above, Mr. Eschenbach’s new hire market-based PVUs granted in December 2022 require significant and sustained stock price performance over a five-year period.

  90. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  91. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years. We do not use net income as a performance measure in our overall executive compensation program.

  92. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  93. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Subscription Revenue

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Subscription Revenue The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our subscription revenue during the three most recently completed fiscal years. Subscription revenue was our most important financial performance measure we used to link Compensation Actually Paid to our PEOs and our Non-PEO NEOs in fiscal 2023. The company financial performance target under our cash bonus plan was set based on subscription revenue and payout under the cash bonus plan was based on the achievement level of our fiscal 2023 full year subscription revenue adjusted on a constant currency basis. Our executives, other than Mr. Bhusri and for fiscal 2023, Mr. Eschenbach, are eligible to participate in the cash bonus plan.

  94. Compensation Actually Paid versus Subscription Revenue

    Compensation Actually Paid versus Subscription Revenue

  95. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We maintain a change in control policy applicable to our executive officers and certain other participants. Under the policy, in the event of a qualifying termination (as defined below) of a participant’s employment within 12 months following a change in control of Workday, the participant would be entitled to receive severance benefits, subject to the execution of a release agreement and the waiver of any other severance arrangement that would be triggered by a change in control. Under the policy, upon the occurrence of a qualifying termination, Workday agrees, and will require its successor, to pay to such participant an amount equal to (a) his or her annual base salary in effect immediately prior to the change in control or the qualifying termination, whichever is greater (or two times their annual base salary in the case of our Co-CEOs); (b) his or her annual target bonus (or two times their annual target bonus in the case of our Co-CEOs); and (c) an estimate of the participant’s aggregate insurance premiums under COBRA for 12 months (or 24 months in the case of our Co-CEOs), in each case less applicable withholding taxes. In addition, 100% of the shares underlying all unvested equity awards held by such participant immediately prior to such termination will become vested and exercisable in full, excluding any equity awards that vest only upon satisfaction of performance criteria, whose vesting instead will be governed by the award agreement. Under the policy, a “change in control” occurs upon the acquisition of 50% or more of the total voting power represented by Workday’s then-outstanding voting securities by a person other than our founders; the sale of all or substantially all of Workday’s assets; or the consummation of a merger or consolidation of Workday with any other corporation, other than a merger or consolidation that results in Workday’s voting securities immediately prior thereto continuing to represent at least 50% of the voting power of the surviving entity immediately after such transaction. A “qualifying termination” occurs if a participant is involuntarily terminated for any reason other than for “cause,” death, or disability, or if the participant voluntarily resigns for “good reason.” Termination for “cause” includes, among other things, gross negligence or misconduct in a participant’s performance of their duties; conviction of certain crimes; and a participant’s breach of Workday’s written policies and procedures or any contract or agreement between the participant and Workday which is, or is reasonably likely to be, materially injurious to Workday’s financial condition or reputation. “Good reason” for a voluntary resignation includes, among other things, a material reduction in a participant’s base salary or target bonus opportunity, or a material diminution in duties. The following table sets forth quantitative estimates of the benefits that would have accrued to our NEOs upon a qualifying termination pursuant to our change in control policy, assuming their employment had terminated as of January 31, 2023, the last day of fiscal 2023. Other than for our Co-CEOs, the estimates below reflect 12 months of salary cash severance, annual target bonus, 12 months of COBRA benefit continuation, and 100% equity acceleration. For our Co-CEOs, the estimates below reflect 24 months of salary cash severance, two times annual target bonus, 24 months of COBRA benefit continuation, and 100% equity acceleration (with respect to Mr. Eschenbach, subject to his Employment Agreement, as described below). As of January 31, 2023, Mr. Fernandez was eligible to receive benefits pursuant to our change in control policy for non-Co-CEO executives in his then role as Vice Chair. Pursuant to company policy, if our NEOs are terminated due to death or permanent disability, all outstanding time-based equity awards will vest upon termination. The quantitative estimates payable to our NEOs upon termination due to death or permanent disability are equal to the amounts disclosed in the “Intrinsic Value of Accelerated Equity Awards” column in the table below.

  96. Potential Payments Upon Termination or Change in Control

    | 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 |

  97. Potential Payments Upon Termination or Change in Control

    (1) The estimated benefit amount of unvested RSUs was calculated by multiplying the number of unvested RSUs held by the applicable NEO by the closing price of our Class A common stock on January 31, 2023, the last trading day of our fiscal year, which was $181.43. (2) The value of accelerated vesting for Mr. Eschenbach does not include any of his PVUs since no Price Hurdles were achieved prior to January 31, 2023, and none of the Price Hurdles would be achieved when using the closing price of our Class A common stock on January 31, 2023, the last trading day of our fiscal year, which was $181.43, as the assumed change in control per share value. As a result, the PVU was not eligible for accelerated vesting. Additionally, the value of accelerated vesting does not include the Additional Special RSU as the open stock market purchase requirement had not been satisfied as of January 31, 2023. Reflects Mr. Fernandez’s annual base salary, converted from GBP into U.S. dollars based on the daily spot rate as of January 31, 2023, which was 1.232.