DEF 14A of Workday, Inc., Apr 23, 2025

DEF 14A of Workday, Inc.

Filed Apr 23, 2025 · FY20250001104659-25-038009

Open on EDGAR

  1. ELECTION OF DIRECTORS AND GOVERNANCE

    ELECTION OF DIRECTORS AND GOVERNANCE Our Board of Directors oversees areas significant to Workday’s business and affairs, such as risk management and strategy, helping to ensure we operate effectively and ethically and in the best interests of our stockholders. 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 I directors until the 2028 Annual Meeting of Stockholders.

  2. ELECTION OF DIRECTORS AND GOVERNANCE

    | NOMINEES | DIRECTOR SINCE | INDEPENDENT | CURRENT COMMITTEES | | Carl M. Eschenbach, 58 Chief Executive Officer, Workday | 2018 | | | | Michael M. McNamara, 68 Co-Founder & Chief Executive Officer, Samara Living Inc. | 2011 | | Audit, Nominating and Governance | | Michael L. Speiser, 54 Managing Director, Sutter Hill Ventures | 2024 | | Investment | | Jerry Yang, 56 Founding Partner, AME Cloud Ventures | 2013 | | Investment |

  3. ELECTION OF DIRECTORS AND GOVERNANCE

    | Governance Highlights | |

  4. ELECTION OF DIRECTORS AND GOVERNANCE

    We are committed to effective corporate governance that is informed by our stockholders, promotes the long-term interests of our key stakeholders, and strengthens Board and management accountability. Our governance structure fosters transparency and provides a clear framework for ethical decision-making, risk management, and regulatory compliance. Some highlights of our governance program include:

  5. ELECTION OF DIRECTORS AND GOVERNANCE

    | | Lead Independent Director | | Annual Board and Committee Evaluations | | | Chief Executive Officer, Chair, and Lead Independent Director roles held by different people | | Ongoing Board and Executive Succession Planning | | | Ongoing Board Refreshment — Four New Directors Added in the Last Two Fiscal Years and recent rotation of Lead Independent Director role | | Majority Voting for Directors | | | Highly Independent Board (10 of 12 Directors) | | Frequent Executive Sessions of Independent Directors | | | 100% Independent Committees | | Robust Stock Ownership Guidelines for Directors and Executives | | | Board Composition Reflects Well-Rounded Range of Backgrounds, Experiences, Skills, and Tenure | | Clawback Policy for Executives | | | Highly Engaged Board Oversight of Critical Risk Areas | | Annual Advisory Vote to Approve Executive Compensation | | | Continuing Director Education | | Proactive Stockholder Outreach and Year-Round Engagement Program |

  6. ELECTION OF DIRECTORS AND GOVERNANCE

    | Stockholder Engagement | |

  7. ELECTION OF DIRECTORS AND GOVERNANCE

    Our Board of Directors values and takes seriously the views of our stockholders. As a part of our regular review of our governance and executive compensation policies and practices, risk oversight, and culture and human capital programs, our Board takes the perspectives of our stockholders into account as it considers appropriate changes. In addition to our Annual Meeting each year, we provide stockholders with opportunities to deliver feedback on areas such as our corporate governance, compensation programs, and responsible artificial intelligence (“AI”) practices through our year-round stockholder engagement program. Our proactive stockholder engagement program allows for an open dialogue with our stockholders, promoting transparency and accountability.

  8. Nominees for Director

    Nominees for Director

  9. Nominees for Director

    | CARL M. ESCHENBACH | | | | Age: 58 Director since 2018 | Workday Committees • None | | | Current Position Chief Executive Officer, Workday Education DeVry University Electronics technician diploma Other Public Company Boards • Palo Alto Networks, Inc. (since 2013) • Aurora Innovation, Inc. (2019 to March 2023) • UiPath, Inc. (December 2020 to March 2023) • Zoom Video Communications, Inc. (2016 to January 2023) • Snowflake Inc. (2019 to April 2023) | Professional Highlights Carl M. Eschenbach has been our Chief Executive Officer since February 2024, after serving as our Co-Chief Executive Officer since December 2022. Mr. Eschenbach was a general partner at Sequoia Capital Operations, LLC, a venture capital firm, from 2016 to December 2022, where he currently serves as a venture partner. Prior to that, Mr. Eschenbach spent 14 years at VMware, Inc., a leading innovator in enterprise software, where he held a number of leadership roles in operations, most recently as its President and Chief Operating Officer from 2012 to 2016. Prior to that, Mr. Eschenbach held various sales management positions with Inktomi Corporation, 3Com Corporation, Lucent Technologies, Inc., and EMC Corporation. Qualifications Mr. Eschenbach brings to our Board over 30 years of operational and sales experience in the technology industry, coupled with deep knowledge of high-growth companies. With his decades of experience leading and scaling successful technology companies, Mr. Eschenbach provides invaluable insights to our Board. In his role as Chief Executive Officer, he is at the forefront of driving Workday’s growth and AI innovation, allowing him to share with the Board real-time perspectives on areas most pertinent to our business. This direct, operational experience significantly enhances the Board’s effectiveness in its risk oversight function, helping to ensure Workday is well-positioned to navigate the complexities of the technology landscape and capitalize on emerging opportunities. | |

  10. Nominees for Director

    | MICHAEL M. MCNAMARA | | | | Independent Director Age: 68 Director since 2011 | Workday Committees • Audit • Nominating and Governance (Chair) | | | Current Position Co-Founder and Chief Executive Officer, Samara Living Inc. Education University of Cincinnati Bachelor’s degree, industrial management Santa Clara University Master’s degree, business administration Other Public Company Boards • Carrier Global Corporation (since April 2020) • Slack Technologies, Inc. (2019 to July 2021) • Flex (2005 to 2018) | Professional Highlights Michael M. McNamara is Co-Founder and Chief Executive Officer of Samara Living Inc., a company specializing in factory built housing and additional dwelling units, a position he has held since May 2022. Prior to the formation of Samara Living Inc., Mr. McNamara served as Head of the Samara division of Airbnb, Inc. from January 2020 to May 2022. Mr. McNamara served as a venture partner at Eclipse Ventures, a Silicon Valley venture capital firm, from 2019 to March 2022. From 2006 to 2018, Mr. McNamara was Chief Executive Officer of Flex Ltd. (“Flex”), 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 served as a member of the Visiting Committee of the Sloan School of Management at Massachusetts Institute of Technology (“MIT”) from 2019 to December 2022, on the board of advisors of MIT from 2014 to 2019, and on the board of advisors of Tsinghua University School of Economics and Management from 2006 to 2019, and is an advisor to or director of several other private companies and one investment fund. Qualifications Mr. McNamara 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 the business and strategic decisions of the Board, while his current role as Co-Founder and Chief Executive Officer of Samara demonstrates his drive for innovation and industry disruption. His perspective helps the Board remain forward-thinking and adaptable in an evolving business landscape. Further, Mr. McNamara’s considerable tenure gives him unique insight into our Board and company history, contributing significantly to his effective leadership of the Nominating and Governance Committee. This leadership is evidenced by governance improvements throughout his tenure and recent successful board refreshment initiatives. | |

  11. Nominees for Director

    | MICHAEL L. SPEISER | | | | Independent Director Age: 54 Director since 2024 | Workday Committees • Investment | | | Current Position Managing Director, Sutter Hill Ventures Education University of Arizona Bachelor’s degree, political science Harvard Business School Master’s degree, business administration Other Public Company Boards • Snowflake, Inc. (since 2012) • Pure Storage, Inc. (2009 to 2019) • Sumo Logic (2012 to 2019) | Professional Highlights Mr. Speiser has been a managing director at Sutter Hill Ventures, a venture capital firm, since 2008, and serves on the boards of several private companies and unannounced projects. From 2012 to 2014, Mr. Speiser served as the part-time Chief Executive Officer of Snowflake, Inc., and he’s served as a director since the company’s inception in 2012. He currently serves as a director of several privately help companies. He also served as founding Chief Executive Officer at Augment, Observe, Pure Storage, Inc., and others, and held executive leadership positions at Bix, Inc., Veritas Software, and Yahoo!. Qualifications Mr. Speiser brings to our Board more than three decades’ experience as a technology leader and venture capitalist, including a proven track record of building some of the fastest growing companies in the world, developing industry-leading products, and incubating some of the most pivotal AI technologies in the industry. This extensive venture capital expertise makes him an exceptionally strong contributor to our Investment Committee, where his insights are invaluable in evaluating and guiding our strategic investments. In today’s rapidly evolving landscape, his ability to identify and assess emerging technologies is critical for Workday’s growth and competitive positioning. His deep understanding of AI contributes to effective implementation and robust oversight of emerging technologies, helping the Board effectively fulfill its risk oversight responsibility and drive Workday’s growth and innovation. | |

  12. Nominees for Director

    | JERRY YANG | | | | Independent Director Age: 56 Director since 2013 | Workday Committees • Investment | | | Current Position Founding Partner, AME Cloud Ventures Education Stanford University Bachelor’s degree, electrical engineering Stanford University Master’s degree, electrical engineering Other Public Company Boards • Alibaba Group Holding Limited (since 2014, and from 2005 to 2012) • Lenovo, Inc. (2014 to November 2023) • Yahoo! (1995 to 2012) | Professional Highlights Jerry Yang is the founding partner of AME Cloud Ventures, an innovation investment firm that he started in 2012. Mr. Yang was a co-founder of Yahoo! Inc., where he served as a director from 1995 to 2012, and as Chief Executive Officer from 2007 to 2009. Mr. Yang also led Yahoo’s investments in Yahoo! Japan Corporation and Alibaba Group Holding Limited. He is the Chair of the Stanford University Board of Trustees, and is a director and/or advisor of several other companies and foundations. Qualifications Mr. Yang brings to our Board extensive global leadership skills and deep experience in consumer internet technology, giving him invaluable insight into navigating the complexities of international markets and expansion. With a keen eye for innovation and deep expertise in growing and leading technology companies, Mr. Yang offers strategic guidance on our growth and innovation. His experience as a trusted advisor to technology companies around the world further enhances his ability to provide the Board with critical perspectives on emerging trends and opportunities. | |

  13. Continuing Directors

    Continuing Directors

  14. Continuing Directors

    | ANEEL BHUSRI | | | | Chair of the Board Age: 59 Director since 2005 | Workday Committees • None | | | Current Position Co-Founder and Executive Chair, Workday Education Brown University Bachelor’s degrees, electrical engineering and economics Stanford University Master’s degree, business administration Other Public Company Boards • General Motors Company (October 2021 to April 2024) • Intel Corporation (2014 to 2019) • Pure Storage, Inc. (2010 to 2018) | Professional Highlights Aneel Bhusri co-founded Workday in 2005 and has served as a Director since then, including as Chair from 2012 to 2014 and from April 2021 to the present. He is our Executive Chair and was our Co-Chief Executive Officer from August 2020 through January 2024 after serving as Chief Executive Officer from 2014 to August 2020. Mr. Bhusri also served as Co-Chief Executive Officer from 2009 to 2014 and as President from 2007 to 2009. From 1993 to 2004, Mr. Bhusri held a number of senior management positions with PeopleSoft, Inc., including Vice Chairman of its board of directors from 1999 to 2002. Mr. Bhusri is currently an advisory partner at Greylock Partners, a Silicon Valley venture capital firm that he has been associated with since 1999, and prior to that time worked at Norwest Venture Partners and Morgan Stanley. He currently serves as a director of the Workday Foundation, the Memorial Sloan Kettering Cancer Center, and the Eat. Learn. Play. Foundation. Mr. Bhusri has also served as a member of the Board of Trustees of Stanford University since 2019. Qualifications Mr. Bhusri brings to our Board deep technology and AI expertise and extensive executive leadership and operational experience, including his unparalleled experience and familiarity with our business as a co-founder and Executive Chair. As one of our founders, he provides a critical and deeply informed perspective on the company’s history, offering invaluable context for strategic decision-making. As a proven product and technology visionary, Mr. Bhusri continues to shape Workday’s future in his role as Executive Chair, contributing to both continuity and forward-thinking innovation. This unique blend of historical knowledge and future-focused vision makes him an asset to our Board. | |

  15. Continuing Directors

    | THOMAS F. BOGAN | | | | Independent Director Age: 73 Director since 2022 | Workday Committees • Investment | | | Education Stonehill College Bachelor’s degree, accounting Other Public Company Boards • CS Disco, Inc. (since March 2025) • Aspen Technology, Inc. (May 2022 to March 2025) • Apptio, Inc. (2007 to 2019, Chair from 2012 to 2019) • Citrix Systems, Inc. (2003 to 2016) | Professional Highlights Tom Bogan joined Workday in 2018 through our acquisition of Adaptive Insights and served as Vice Chair, Corporate Development, from February 2021 to January 2022. From February 2020 to February 2021, Mr. Bogan served as Vice Chair with responsibility for our Workday Strategic Sourcing business, and from 2018 to February 2020, he was Executive Vice President of our Planning Business Unit. At Adaptive Insights, Mr. Bogan was Chief Executive Officer and a director from 2015 until its acquisition by Workday. Mr. Bogan currently serves as a director of various privately held companies, several non-profits, and a company headquartered internationally. Qualifications Mr. Bogan brings to our Board extensive executive leadership experience and deep expertise in software technology companies, including valuable experience as Workday’s Vice Chair, Corporate Development, giving him unique insights into and familiarity with our business. Mr. Bogan has a keen understanding of the evolving software landscape demonstrated by his prior role as Chief Executive Officer of Adaptive Insights, and his continued engagement within the software industry through his advisory work allows him insights into emerging trends and innovations. His industry knowledge combined with his executive leadership experience provides the Board with a valuable perspective into both current market dynamics and future opportunities, ultimately contributing to our strategic decision-making. | |

  16. Continuing Directors

    | ELIZABETH CENTONI | | | | Independent Director Age: 60 Director since 2024 | Workday Committees • Compensation | | | Current Position Executive Vice President and Chief Customer Experience Officer, Cisco, Inc. Education University of Mumbai Bachelor’s degree, chemistry University of San Francisco Master’s degree, business administration Other Public Company Boards • Supervisory Board of Mercedes-Benz AG (since April 2021) • Ingersoll Rand Inc. (2018 to March 2023) | Professional Highlights Elizabeth Centoni has served as Executive Vice President and Chief Customer Experience Officer at Cisco, Inc., a technology company designing and manufacturing networking hardware, software, and related services, since March 2024. Prior to that, she served as Executive Vice President, Chief Strategy Officer, and General Manager of Applications at Cisco from March 2020 to March 2024, and as Senior Vice President and General Manager of Computing Systems at Cisco from 2018 to March 2020. Prior to that, Ms. Centoni held senior engineering leadership roles of increasing responsibility at Cisco since 2000. Qualifications Ms. Centoni brings to our Board executive leadership experience in the technology industry and a passion for leveraging technology to drive customer success and deliver unparalleled experiences. Throughout her career, Ms. Centoni has spearheaded initiatives that have significantly enhanced customer satisfaction and loyalty. As a recent addition to our Board, she brings a fresh perspective along with valuable insights into leveraging AI and technology to meet evolving customer needs, directly supporting Workday’s core value of customer service. Her expertise in customer-centric strategies and her firsthand knowledge of our platform make her a valuable contributor to our ongoing efforts to exceed customer expectations. | |

  17. Continuing Directors

    | LYNNE M. DOUGHTIE | | | | Independent Director Age: 62 Director since 2021 | Workday Committees • Audit • Compensation | | | Education Virginia Tech Bachelor’s degree, accounting Other Public Company Boards • The Boeing Company (since January 2021) • McKesson Corporation (since February 2025) | Professional Highlights Lynne M. Doughtie was U.S. Chair and Chief Executive Officer of KPMG LLP, a global leader in audit, tax, transaction, and advisory services, from 2015 until her retirement in June 2020. Prior to that, she served in many leadership roles after joining KPMG in 1985, including as Vice Chair of the firm’s U.S. Advisory business from 2011 to 2015. Ms. Doughtie 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 brings to our Board extensive experience in risk management and information security from her years at KPMG, including as Chief Executive Officer. Her experience in advising organizations on complex global business matters and strategies across industries is critical in today’s dynamic business environment, where risk management and information security are two of the most crucial functions to support Workday’s growth. Ms. Doughtie’s strong leadership experience, gained from leading and advising global corporations, coupled with her deep financial expertise and robust risk oversight experience, makes her an invaluable contributor to our Audit and Compensation Committees, helping to ensure that our Board is well-equipped to address the challenges and opportunities ahead. | |

  18. Continuing Directors

    | WAYNE A.I. FREDERICK, M.D. | | | | Independent Director Age: 53 Director since 2022 | Workday Committees • Nominating and Governance | | | Current Position President Emeritus, Howard University Education Howard University Bachelor’s degree, zoology Doctor of medicine (M.D.) Master’s degree, business administration Other Public Company Boards • Humana, Inc. (since February 2020) • Insulet Corporation (since October 2020) • Mutual of America Life Insurance Company (since 2015) • Forma Therapeutics Holdings, Inc. (July 2020 to October 2022) | Professional Highlights Wayne A.I. Frederick, M.D. is the interim Chief Executive Officer of the American Cancer Society. He is also President Emeritus of Howard University, having previously served as the President from 2014 through August 2023, and is the distinguished Charles R. Drew Professor of Surgery at the Howard University College of Medicine. He is also a practicing cancer surgeon at Howard University Hospital. Prior to serving as President, Dr. Frederick served as Howard University’s interim president (elected 2013) after serving as provost and chief academic officer for more than a year. Following his post-doctoral research and surgical oncology fellowships at the University of Texas MD Anderson Cancer Center, Dr. Frederick began his academic career as associate director of the Cancer Center at the University of Connecticut. Upon his return to Howard University, his academic positions included Associate Dean in the College of Medicine, Division Chief in the Department of Surgery, Director of the Cancer Center, and Deputy Provost for Health Sciences. Dr. Frederick is a fellow of the American College of Surgeons and belongs to numerous surgical organizations, including the American Surgical Association. Dr. Frederick is also a director of other privately held companies and charitable organizations. Qualifications Dr. Frederick brings to our Board deep experience in business administration, extensive leadership skills, and insight into the healthcare and education industries. As Workday aims to deepen our presence in these critical industry verticals as a part of our growth strategy, Dr. Frederick’s firsthand understanding of the specific challenges and opportunities within healthcare and education enables him to provide strategic guidance on how Workday can best serve these sectors. This industry-specific knowledge, combined with his broad leadership experience, provides a unique perspective to our Board, helping to ensure we are well-positioned to navigate the evolving dynamics within these key markets and beyond. | |

  19. Continuing Directors

    | MARK J. HAWKINS | | | | Lead Independent Director Age: 66 Director since 2023 | Workday Committees • Audit (Chair) • Nominating and Governance | | | Education Michigan State University Bachelor’s degree University of Colorado Master’s degree, business administration Other Public Company Boards • Toast, Inc. (since April 2020) • Cloudflare, Inc. (since June 2022) • SecureWorks Inc. (2016 to February 2025) | Professional Highlights Mark J. Hawkins served as President and CFO Emeritus of Salesforce, Inc., a software company, from February 2021 to November 2021, President and Chief Financial Officer from 2017 to February 2021, and Executive Vice President and Chief Financial Officer from 2014 to 2017. Prior to that, he served as Chief Financial Officer and Executive Vice President of Autodesk, Inc., a design software and services company, Chief Financial Officer and Senior Vice President of Finance & IT at Logitech International S.A., a global hardware company, and held various positions at Dell and Hewlett-Packard. Mr. Hawkins currently serves as a director or advisory board member of various privately held companies. Qualifications Mr. Hawkins brings to our Board extensive experience as an executive officer and director of publicly traded software and technology companies, as well as financial expertise in the technology industry. As an active and deeply involved board member, his contributions are highly valued. The Board will particularly benefit from his strong leadership and strategic guidance as he assumes the pivotal role of Lead Independent Director. His proven track record in the technology sector, combined with his financial acumen, helps our Board remain well-equipped to navigate the complexities of the industry, drive sustained value creation, and effectively fulfill its independent oversight function. | |

  20. Continuing Directors

    | Rhonda J. Morris | | | | Independent Director Age: 59 Director since 2025 | Workday Committees • Compensation | | | Education University of California, Davis Bachelor’s degree, English Boston University Master’s degree, business administration | Professional Highlights Rhonda Morris served as Vice President and Chief Human Resources Officer for Chevron Corporation, a multinational energy company, from 2016 until December 2024. In this role, she shaped Chevron’s people and culture strategy, encompassing leadership succession, learning and talent, employee engagement and culture, workforce planning, and total rewards, and spearheaded a complex human resources digital transformation to unify multiple enterprise resource planning systems with Workday. Ms. Morris began her career with Chevron in 1991, holding roles of increasing responsibility in human resources, global marketing, and international products. She serves on several non-profit boards and is a fellow in the National Academy of Human Resources. Qualifications Ms. Morris brings to our Board more than 30 years of global business acumen, human resources functional and operational expertise, and executive leadership, along with keen insights on the Workday customer experience. As a new director, she offers a fresh perspective to our Board, particularly through her deep understanding of the Workday platform. In her role as a Chief Human Resources Officer, Ms. Morris saw the value of Workday’s unified cloud platform and experienced the transformative impacts of switching legacy HR systems to Workday, giving her a unique ability to represent the voice of the customer on our Board. With her extensive human resources leadership experience, Ms. Morris offers sound guidance on talent strategy, organizational development, and compensation practices, making her a strong contributor to our Compensation Committee. Ms. Morris’s first-hand experience leading a human resources transformation with Workday, scaling an international workforce, and developing human resources strategies for global organizations aligns with Workday’s core value of employees and make her an asset to our Board. | |

  21. Continuing Directors

    | GEORGE J. STILL, JR. | | | | Independent Director Age: 67 Director since 2009 | Workday Committees • Compensation (Chair) • Investment | | | Current Position Partner Emeritus, Norwest Venture Partners Education Pennsylvania State University Bachelor’s degree, accounting Tuck School of Business at Dartmouth College Master’s degree, business administration Other Public Company Boards • Stillwater Growth Corp I, LLC (February 2021 to December 2022) | Professional Highlights 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, a public accounting firm, and a partner at Centennial Funds, a venture capital firm. Mr. Still led the sole venture investment in PeopleSoft, Inc., where he served as a director from 1991 to 2001. Mr. Still manages Still Capital Partners, LLC, which he founded in 2014. 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 brings to our Board financial and investing acumen, cultivated through his many years with Norwest Venture Partners. As our longest-serving independent director, he has been a steadfast steward of Workday’s growth, offering deep knowledge of our business and its evolution. His long tenure provides the Board with a unique historical perspective and a wealth of institutional expertise. Beyond his understanding of Workday, his experience as a trusted advisor to numerous technology companies serves as a valuable resource, offering critical insights into industry trends and emerging opportunities. This combination of deep company knowledge and broad industry perspective allows our Board to benefit from both continuity and forward-thinking guidance. | |

  22. 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 and such other factors as it may deem, from time to time, are in the best interests of Workday and our stockholders.

  23. 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 (“Semler Brossy”), 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 2025, 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 2024 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.

  24. Non-Employee Director Compensation

    | Grant Type | Annual RSU Award | | Non-Employee Director | $320,000 | | Non-Employee 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 |

  25. 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. Our 2022 Equity Incentive Plan provides that a continuing 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 2025, 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. Other than as set forth in the table below, in fiscal 2025, 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 2025 in respect of their service as members of our Board.

  26. 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) | Total Compensation | | George J. Still, Jr. (fiscal 2025 Vice Chair) | 6/18/2024 | 2,118 | $439,887 | $439,887 | | Mark J. Hawkins (Vice Chair) | 6/18/2024 | 1,780 | 369,688 | 369,688 | | Thomas F. Bogan | 6/18/2024 | 1,555 | 322,958 | 322,958 | | Elizabeth Centoni | 12/05/2024(3) | 2,862 | 751,847 | 751,847 | | Christa Davies | 6/18/2024(4) | 1,611 | 334,589 | 334,589 | | Lynne M. Doughtie | 6/18/2024 | 1,724 | 358,058 | 358,058 | | Wayne A.I. Frederick, M.D. | 6/18/2024 | 1,555 | 322,958 | 322,958 | | Michael M. McNamara | 6/18/2024 | 1,837 | 381,527 | 381,527 | | Michael L. Speiser | 6/18/2024 | 1,555 | 322,958 | | | | 7/05/2024(5) | 3,466 | 794,165 | 1,117,123 | | Jerry Yang | 6/18/2024 | 1,780 | 369,688 | 369,688 |

  27. Non-Employee Director Compensation

    (1) RSU awards shown in the table above will vest in full on May 5, 2025, 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, 2025:

  28. 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. | 2,118 | $555,043 | | Mark J. Hawkins | 2,256 | 591,207 | | | 1,780 | 466,467 | | Thomas F. Bogan | 1,028 | 269,398 | | | 1,555 | 407,503 | | Elizabeth Centoni | 2,862 | 750,016 | | Lynne M. Doughtie | 184 | 48,219 | | | 1,724 | 451,791 | | Wayne A.I. Frederick, M.D. | 1,968 | 515,734 | | | 1,555 | 407,503 | | Michael M. McNamara | 1,837 | 481,404 | | Michael L. Speiser | 1,555 | 407,503 | | | 3,466 | 908,300 | | Jerry Yang | 1,780 | 466,467 |

  29. 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, 2025, the last trading day of our fiscal year, which was $262.06. 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. These amounts do not reflect the actual economic value that may ultimately be realized by the directors. (3) Ms. Centoni was granted RSUs on December 5, 2024, with a target value of $750,000 in connection with her appointment to our Board, one-fourth of which will vest on December 5, 2025, and the balance of which will vest in equal installments over the following 12 quarters, assuming continuous service through the applicable vesting dates. (4) Ms. Davies resigned from the Board on July 2, 2024, and therefore, the 1,611 RSUs she was granted in fiscal 2025 will not vest pursuant to the terms of the grant. (5) Mr. Speiser was granted RSUs on July 5, 2024, with a target value of $750,000 in connection with his appointment to our Board, one-fourth of which will vest on July 5, 2025, and the balance of which will vest in equal installments over the following 12 quarters, assuming continuous service through the applicable vesting dates.

  30. Evolving our Executive Compensation Program for Fiscal 2026

    Evolving our Executive Compensation Program for Fiscal 2026 The key elements of our fiscal 2025 executive compensation program included base salary, cash bonuses, equity-based awards, and health and welfare programs. Prior to and during fiscal 2025, our executive compensation program was weighted more heavily towards long-term incentives, which are delivered via equity grants in the form of RSUs with multi-year vesting. The Compensation Committee believes that compensation in the form of equity helps to promote sustained, long-term stockholder value creation. We are committed to competitive executive compensation practices. Our approach is guided by our overarching philosophy of paying for demonstrable performance and aligning the compensation of our executive officers with the long-term interests of our stockholders. In fiscal 2026, we evolved our program to a compensation structure that we expect to be more reflective of our go-forward executive compensation program. We believe that these changes further align the interests of our NEOs and our stockholders. In making these changes, our Compensation Committee considered the feedback we received from stockholders during outreach efforts in fiscal 2025 and prior years. Our Compensation Committee continues to assess our incentive compensation practices in light of our continued growth and maturation as well as discussions with stockholders. Shortly following the close of fiscal 2025, our Compensation Committee made the following key changes to our executive compensation program for fiscal 2026, which will be more fully described in our 2026 proxy statement:

  31. Evolving our Executive Compensation Program for Fiscal 2026

    | What We Heard | How We Responded | Rationale and Impact | | Lack of performance conditions on equity grants | Introduced performance-based restricted stock unit awards (“PSUs”) in fiscal 2026 | • Responds to stockholder feedback and aligns with our pay for performance philosophy • 25% of equity incentives for executives will be in PSUs and 75% in RSUs • Fiscal 2026 PSUs are earned over three fiscal years, based on the average achievement of company financial targets determined at the beginning of each fiscal year, with an overall maximum payout of 150% |

  32. Evolving our Executive Compensation Program for Fiscal 2026

    | What We Heard | How We Responded | Rationale and Impact | | | | • Earned PSUs shall vest at the end of the three-year period | | | | • Achievement of the fiscal 2026 PSUs will be subject to Profitable Growth goals, based on adjusted subscription revenue growth and adjusted non-GAAP operating margin | | | | • Plan design aligns with the company’s plans to drive durable growth while expanding operating margins | | Incorporate profitability metrics in compensation program | Added non-GAAP operating margin as a metric to fiscal 2026 cash bonus plan | • Motivates more efficient performance and execution across the company • 80% of the plan funding based on company financial performance targets of adjusted subscription revenue dollars and adjusted non-GAAP operating margin • Aligns bonus opportunity with objective indications of profitability, acting as a counterbalance to top line subscription revenue growth | | Continue board refreshment | Rotated Lead Independent Director and Compensation Committee Members | • Strengthens board independence and promotes objective oversight over management • Demonstrates commitment to good governance practices • Contributes to increased director engagement and diverse perspectives for improved deliberations |

  33. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives 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 order to achieve our strategic growth objectives and position Workday for long-term success, we need to attract and retain experienced leaders, as we did in fiscal 2025 with the appointment of Mr. Enslin as our President, Chief Commercial Officer. 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. Our objective is to motivate and reward behavior consistent with our values, objectives, and performance goals and initiatives. 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 be aligned with performance as an organization, and their performance as individuals. Accordingly, key elements of our total rewards philosophy include the following: Alignment with shareholders. We believe that our executive officers should share in the ownership of Workday and as such, we use RSUs as our primary equity vehicle for our executive officers, including our NEOs. We believe that RSU awards align the interests of our executive officers with stockholders, since the ultimate value of the RSUs is determined by the performance of our stock price, and provide a longer-term focus through a multi-year vesting schedule. Focus on innovation and performance. As an organization, we reward performance and instill a performance-driven mindset, while discouraging excessive risk taking through the use of long-term equity awards and multi-faceted performance goals for our cash bonus plan. Developing great products and successfully bringing them to market is the lifeblood of Workday, and the compensation structure for our executive officers, including our NEOs, is weighted toward long-term equity-based compensation in support of longer-term objectives and innovations. Attract and retain talent. The Compensation Committee recognizes the importance of providing competitive and differentiated rewards to recruit, retain, and motivate top talent with the skills necessary to achieve our business objectives and to motivate our executive officers to deliver impactful results for Workday. The Compensation Committee reviews our compensation structure at least annually and more frequently as needed to ensure focus on different business objectives.

  34. Executive Compensation Philosophy and 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. Eschenbach and Mr. Bhusri, 6x Mr. Eschenbach’s base salary, and 3x for other executive officers) or a set dollar amount for other members of our Board of Directors ($600,000). | | | Clawback Policy: Our Officer Recoupment Policy for Section 16 officers is compliant with the Nasdaq Global Select Market listing requirements and requires the forfeiture, recovery, or reimbursement of excess incentive-based compensation from a Section 16 officer in the event of a restatement of Workday’s financial results. |

  35. Executive Compensation Philosophy and Objectives

    | What We Do Not Do | | | | No Change-in-Control Single Trigger Acceleration: We do not provide for single trigger acceleration of our executives’ equity upon a change in control. | | | No Hedging or Pledging in Company Securities: Executives, directors, and all employees are prohibited from engaging in any hedging transaction with respect to company equity securities. Executives, directors, and Senior Vice Presidents are further prohibited from pledging company securities as collateral. | | | No Guaranteed Bonuses: We do not provide guaranteed minimum incentive bonuses. | | | No Tax Gross-Ups: We do not provide tax gross-ups for “excess parachute payments.” | | | No Executive Pensions: We do not offer any defined benefit pension plans for executives. | | | No Evergreen Provision: Our equity plans do not include an evergreen feature that would automatically replenish the shares available for issuance. |

  36. 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 2025, 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. The Compensation Committee 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. No executive officer participated in the discussions of the Compensation Committee or the independent Board session regarding their own performance and compensation. When formulating its recommendations for the amount of each compensation element and approving (or recommending for approval) each compensation element and the target total direct compensation opportunity for our executive officers, our Compensation Committee, in alignment with its charter, considers the following factors: • the compensation levels and practices of our compensation peer group, including the scope of each individual executive officer’s role compared to other similarly situated executives; • each individual executive officer’s skills, experience and qualifications relative to other similarly situated executives at the companies in our compensation peer group; • consistency with Workday’s compensation strategy and our desire to retain experienced and talented executives in a highly competitive market, including consideration of the retentive value of our executives’ existing outstanding equity awards; • the performance of each individual executive officer, based on an assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and ability to work as part of a team; • relative pay levels and impact among our individual executive officers; • the recommendations provided by our Chief Executive Officer with respect to the compensation of our other executive officers; and • the recommendations provided by members of our Board. Our Compensation Committee, with the assistance of Semler Brossy, also reviewed and determined the executive compensation applicable to Mr. Enslin in connection with his appointment as President, Chief Commercial Officer in December 2024. In developing the compensation package for Mr. Enslin, the Compensation Committee gave careful consideration to the compensation that was reasonable and necessary to incentivize Mr. Enslin to accept the role of our President, Chief Commercial Officer.

  37. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retained Semler Brossy to advise on our fiscal 2025 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 2025, 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. Enslin’s compensation package in connection with his appointment to President, Chief Commercial Officer; • 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; • 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, including the design and strategy of our PSUs to be implemented in fiscal 2026, 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 and confirmed that our benefits are competitive versus our peers and aligned with industry best 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 2025 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 2025, 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, 2026.

  38. 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 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 2024, after considering input from Semler Brossy, the Compensation Committee determined that no changes to the compensation peer group disclosed in our 2024 Proxy Statement were necessary for fiscal 2025. Therefore, our compensation peer group for fiscal 2025 consisted of the following companies:

  39. Compensation Peer Group

    | Activision Blizzard, Inc. | Palo Alto Networks, Inc. | | Adobe Inc. | Salesforce, Inc. | | Atlassian Corporation | ServiceNow, Inc. | | Autodesk, Inc. | Shopify Inc. | | Block, Inc. | Snowflake Inc. | | Crowdstrike Holdings, Inc. | Splunk Inc. | | Electronic Arts Inc. | Twilio Inc. | | Intuit Inc. | VMware, Inc. | | Okta, Inc. | Zoom Video Communications, Inc. |

  40. 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.

  41. Fiscal 2025 Leadership Structure and Changes

    Fiscal 2025 Leadership Structure and Changes In accordance with an established succession plan anticipated at the time of Mr. Eschenbach’s appointment as Co-Chief Executive Officer in December 2022, Mr. Eschenbach assumed sole Chief Executive Officer responsibilities and Mr. Bhusri transitioned to a full-time role as Executive Chair effective February 1, 2024, the start of our fiscal 2025. Mr. Eschenbach has extensive industry knowledge and highly relevant operating and executive leadership experience that is fundamental to our next phase of growth and our commitment to the continued creation of sustainable stockholder value. Since Mr. Eschenbach assumed sole Chief Executive Officer responsibilities, Workday has achieved significant financial and operational results. As Executive Chair, Mr. Bhusri serves as a strategic advisor to the Chief Executive Officer and other members of executive management and is focused on driving Workday’s innovation agenda, particularly in the pivotal domain of AI vision and strategy. Additionally, effective as of December 2, 2024, Douglas A. Robinson stepped down as our Co-President (the “Robinson Transition”), and the Board of Directors appointed Robert Enslin to serve as our President, Chief Commercial Officer to lead Workday’s global sales, partnerships, and customer experience efforts. Mr. Enslin brings significant experience in leading global sales, partnerships, and customer experience at leading technology companies as well as operational expertise. The Compensation Committee carefully structured a compensation package that was both competitive and necessary to attract a proven industry leader like Mr. Enslin, whose track record as a public company Chief Executive Officer, scaling global enterprises, driving AI innovation, and delivering sustained profitability make him uniquely qualified to accelerate Workday’s next phase of growth. In developing the compensation package for Mr. Enslin, the Compensation Committee consulted with Semler Brossy and recommended that the Board approve a compensation package consisting of the following elements: • an annual base salary of $750,000; • a one-time signing bonus of $1,000,000, payable in two equal installments, with the second installment payable 12 months after his hire date, subject to continued service on the date of each payment; • eligibility to participate in the cash bonus plan with a 100% target incentive; and an RSU award, subject to Mr. Enslin’s continued service with us on each vesting date, with a target grant value of $38,000,000, vesting over four years. In setting Mr. Enslin’s new hire RSU award value, the Compensation Committee determined that the amount reflects a reasonable multiple of an annual refresh grant that was aligned with competitive data for similarly situated executives. Mr. Enslin is not eligible for additional equity awards until fiscal 2027. Mr. Robinson continues to serve Workday as an Executive Advisor, assisting with the transition of his duties, closing deals in the pipeline, and mentoring sales leaders. Mr. Robinson will serve as Executive Advisor through April 30, 2025, and then transition to a consulting role with us. See “Post-Employment Compensation” below for a discussion of the compensation provided to Mr. Robinson in his role as an Executive Advisor and as a consultant to Workday. Consistent with our standard equity award terms for all employees, Mr. Robinson’s awards continue to vest during his continued service. Although no changes were made to the terms or vesting conditions of Mr. Robinson’s outstanding equity awards in connection with this transition to Executive Advisor or this consulting role, his transition triggered an accounting modification under Topic 718, which resulted in an incremental expense with respect to his outstanding equity awards that is required to be included in the 2025 Summary Compensation Table and other disclosures. These amounts are non-cash charges reportable for the accounting modification and are not additional amounts received by Mr. Robinson.

  42. Cash Bonuses

    Cash Bonuses In response to stockholder feedback on increased disclosure regarding the performance metrics we use or may use in our cash bonus program, our Compensation Committee adopted our Omnibus Bonus Plan in early fiscal 2024. Our Omnibus Bonus Plan is designed to motivate and reward eligible employees for their contributions toward the achievement of certain of Workday’s performance goals. Our Compensation Committee established the annual cash bonus plan for fiscal 2025 under, and subject to the terms and conditions of, the Omnibus Bonus Plan. During fiscal 2025, our executive officers, other than Mr. Bhusri, participated in our cash bonus plan that was available to all executive officers. 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. 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. Our fiscal 2025 cash bonus plan was designed to drive revenue growth, focus on customer satisfaction, and incentivize execution of short-term priorities tied to long-term strategy. As depicted below, our cash bonus plan is measured and calculated based on the achievement of pre-established company performance goals. For fiscal 2025, company performance was evaluated based on the following goals as set out in our fiscal 2025 cash bonus plan: 80% of the funding of the cash bonus plan was based on a financial performance target based on adjusted subscription revenue and 20% of the funding of the cash bonus plan was driven by a non-financial performance target based on our customer satisfaction score.

  43. Company Performance Metrics and Targets

    Company Performance Metrics and Targets As in prior years, the Compensation Committee selected adjusted subscription revenue and our annual customer satisfaction score as the company performance metrics to determine the funding of our cash bonus plan. In fiscal 2025, the Compensation Committee expanded the customer satisfaction score to include survey responses from named support contacts at Workday’s acquired products to better align the metric with Workday’s customer base and current strategy. The table below details the company performance metrics and targets set by the Compensation Committee for purposes of determining the funding of our cash bonus plan.

  44. Company Performance Metrics and Targets

    | Metric | Weight | Calculation | Rationale | | Adjusted subscription revenue(1) | 80% | Full year GAAP subscription revenue, adjusted for the impact of foreign currency rate fluctuations and certain acquisitions | • Drives long-term durable growth • Strong indicator of the growth of our business and a key metric used by investors to evaluate our financial performance | | Customer satisfaction score | 20% | Annual customer satisfaction score based on the responses received from a survey of the named support contacts at Workday’s HCM, financials, and acquired products customers | • One of our core values and a strong indicator of our customer retention and expansion • Drives execution of our strategic objectives that require a focused and consistent effort by our employees and NEOs throughout the fiscal year to serve our customers |

  45. Company Performance Metrics and Targets

    (1) See Appendix A for a reconciliation of GAAP subscription revenue to adjusted subscription revenue. The achievement calculation for each company performance metric under the cash bonus plan is described in more detail below:

  46. Company Performance Metrics and Targets

    | | Adjusted Subscription Revenue | | | Customer Satisfaction Score | | | | Target | | Payout (% of Target)(1) | Target Score | Payout (% of Target)(1) | | Below threshold | <$ | 7.671 billion | 0% | <90% | 0% | | Threshold | | 7.671 billion | 75% | 90% | 50% | | Target | | 7.770 billion | 100% | 95%+ | 100% | | Maximum | | 7.928 billion | 125% | — | —(2) |

  47. Company Performance Metrics and Targets

    (1) Subject to linear interpolation for performance between the threshold and target levels and between the target and maximum levels, as applicable. If the threshold level of adjusted subscription revenue is not achieved, neither the adjusted subscription revenue nor the customer satisfaction portion of the cash bonus plan will be funded. The maximum payout with respect to customer satisfaction is 100%.

  48. Achievement and Payout

    Achievement and Payout First Half Payout Eligible participants, including executives, who participate in the cash bonus plan were eligible for semi-annual payments in fiscal 2025. For the first half payout, the company performance metric is capped at a maximum of 40% of the total full year funding and is only calculated using the financial metric of forecasted adjusted subscription revenue as of the end of the company’s second fiscal quarter. The portion of the bonus pool related to the non-financial metric is not eligible to be funded for the first half payment. Following the conclusion of the company’s second fiscal quarter of fiscal 2025, it was determined that based on the company’s forecasted adjusted subscription revenue as of the end of the second fiscal quarter, the company performance metric would be funded at 33% of full year target bonus for the first half payout. Full Year Payout Following the conclusion of fiscal 2025, the Compensation Committee reviewed the level of achievement of each company performance goal against the pre-established targets. The achievement level and corresponding funding of the fiscal 2025 cash bonus plan is set forth below:

  49. Achievement and Payout

    | Metric | Fiscal 2025 Result | Funding (% of Target) | Weight | | Total Funding | | Adjusted subscription revenue(1) | $7.701 billion | 82.4%x | 80% | = | 81.7% | | Customer satisfaction score | 92.9% | 79%x | 20% | | |

  50. Achievement and Payout

    (1) See Appendix A for a reconciliation of GAAP subscription revenue to adjusted subscription revenue. For full year fiscal 2025, the Compensation Committee determined that given the collective performance of the NEOs in driving the strong financial and operational results of the company, the cash bonuses paid to the NEOs were determined based on the achievement levels of the company’s performance goals, which resulted in an overall payout of 81.7% of each NEO’s respective annual targets for fiscal 2025. While the cash bonus plan provides the ability to adjust each NEO’s individual payout based on individual performance, the Compensation Committee did not exercise this discretion.

  51. Achievement and Payout

    | Named Executive Officer | Fiscal 2025 Annual Cash Bonus Paid(1) | Target Annual Bonus Opportunity (% of Base Salary) | % of Target Bonus Paid | | Carl M. Eschenbach | $1,225,500 | 150% | 81.7% | | Zane Rowe | 350,533 | 60% | 81.7% | | Aneel Bhusri | — | — | — | | Sayan Chakraborty(2) | 232,376 | 60% | 68.0% | | Robert Enslin(3) | — | — | — | | Douglas A. Robinson | 465,422 | 100% | 81.7% |

  52. Achievement and Payout

    (1) Inclusive of first half payout of the fiscal 2025 cash bonus plan. The annual cash bonus paid is based on each NEO’s base salary applicable during fiscal 2025 and is prorated to account for base salary changes during the fiscal year. (2) Mr. Chakraborty’s annual cash bonus paid and target bonus amounts are adjusted to reflect a leave of absence. (3) Mr. Enslin was not eligible to participate in the fiscal 2025 cash bonus plan.

  53. 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 were the most effective compensation vehicle for Workday in fiscal 2025 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 drives our success. As noted above in “Evolving our Executive Compensation Program for Fiscal 2026,” in response to stockholder feedback, we are incorporating PSUs, performance-based equity incentives, into our fiscal 2026 executive compensation program. We make annual equity grants to our current executive officers and may make mid-year awards on a case-by-case basis, such as in the event of a promotion. The sizes of these annual 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 factors noted in “Role of the Compensation Committee” above. Based on its review, the Compensation Committee and the Board agreed that the fiscal 2025 equity grants described below, together with existing equity awards (if any), 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. We also make equity grants to newly hired executive officers based on arm’s-length negotiations between us and the executive at the time of his or her hire and taking into consideration the competitive practices for similarly situated executives in our peer group, and what is reasonable and necessary to incentivize the executive to accept the position and drive alignment with us and our stockholders. 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 or the Board, as applicable, 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. The Compensation Committee believes that these RSU awards serve as an effective retention tool for our executive officers, because a substantial portion of unvested awards are generally forfeited if an executive officer voluntarily leaves the company before the awards have vested, except as provided in the Executive Severance Policy (as defined below). The RSU awards granted to our NEOs in fiscal 2025 were as follows:

  54. Equity-Based Awards

    | Named Executive Officer | Grant Date | Number of Shares Subject to RSU Award(1) | Grant Date Fair Value of RSU Award(2) | | Carl M. Eschenbach | 4/24/2024 | 93,490 | $23,909,133 | | Zane Rowe | 4/22/2024 | 44,875 | 11,377,159 | | Aneel Bhusri | 4/24/2024 | 56,094 | 14,345,480 | | Sayan Chakraborty | 4/22/2024 | 52,354 | 13,273,310 | | Robert Enslin(3) | 1/05/2025 | 141,773 | 35,845,885 | | Douglas A. Robinson | 4/22/2024 | 52,354 | 28,768,545(4) |

  55. 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) 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 the NEOs. (3) In connection with Mr. Enslin’s appointment as President, Chief Commercial Officer, he was granted 141,773 RSUs. (4) This amount includes the grant date fair value of a fiscal 2025 RSU award granted to Mr. Robinson ($13,273,310), as well as the incremental fair value required to be reported under Topic 718 in connection with the Robinson Transition in fiscal 2025. Although no changes were made to the terms of Mr. Robinson’s fiscal 2025, 2024, 2023, or 2022 equity awards, his continued service in a new role triggered an accounting modification under Topic 718, which resulted in an incremental expense of $15,495,236 with respect to such equity awards. No changes were made to the terms or vesting conditions of Mr. Robinson’s original award agreements. Consistent with our standard equity award terms for all employees, Mr. Robinson’s awards continue to vest during his continued service. These amounts are non-cash charges reportable for the accounting modification and are not additional amounts received by Mr. Robinson.

  56. Eschenbach PVU Awards

    Eschenbach PVU Awards Per the terms of Mr. Eschenbach’s new hire compensation package in connection with his appointment as Co-Chief Executive Officer in December 2022, a substantial portion of Mr. Eschenbach’s compensation was allocated in the form of equity, comprised of time-based RSUs, the majority of which vest over four years, and market-based restricted stock units (“PVUs”) that are subject to achievement of three increasing and meaningful stock price targets during a five-year performance period and service-based vesting requirements. The PVU award is divided into three equal tranches (each, a “Tranche”) each of which requires achievement of a stock price target (each a “Price Hurdle”) during such Tranche’s specific performance period as summarized in the table below, as well as Mr. Eschenbach’s continued service on each time-based vesting date of the PVU award (the “Service Requirement’). Mr. Eschenbach satisfies the Service Requirement of the PVU award as to 1/60th of each Tranche’s PVU shares on each of the monthly anniversaries of December 5, 2022, the award’s vesting start date, subject to his continued service on such dates (the “Time-Based Schedule”). All shares are subject to a one-year holding period once vested and released. The following table provides information regarding the achievement of the PVUs and outstanding PVUs held by Mr. Eschenbach as of January 31, 2025.

  57. Eschenbach PVU Awards

    (1) Shares that have been released upon the achievement of the Price Hurdle and satisfaction of the time-based vesting requirement for the applicable tranche. (2) Shares that have been earned upon the achievement of the Price Hurdle but remain subject to the time-based vesting requirement for the applicable tranche and so have not yet been released.

  58. Executive Severance and Change in Control Policy

    Executive Severance and Change in Control Policy Under the Executive Severance Policy, an NEO is eligible to receive cash payments and accelerated vesting of certain equity awards in the event of a qualifying termination of the NEO’s employment (i) outside of a change in control of Workday (referred to as a “Non-CIC Qualifying Termination” in the Executive Severance Policy), or (ii) in connection with a change in control of Workday (referred to as a “CIC Qualifying Termination” in the Executive Severance Policy). In November 2024, the Board amended and restated the Workday, Inc. Executive Severance and Change in Control Policy (the “Executive Severance Policy”). The purpose of the amendment was to provide that equity awards granted to a participant coincident with, or as an inducement to, such participant’s hiring and/or commencement of employment or other service with Workday shall be eligible for acceleration pursuant to the Executive Severance Policy in the event of a termination of employment by Workday without cause outside of a change in control period (as such terms are defined in the Executive Severance Policy). Awards, other than these “new hire” awards, granted within the 12-month period preceding a Non-CIC Qualifying Termination remain ineligible for acceleration under the Executive Severance Policy. The Compensation Committee has determined that the Executive Severance 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. The Executive Severance Policy is also intended to facilitate changes in the leadership team by setting terms for the termination of the employment of an NEO in advance, which allows for a smooth transition of responsibilities when it is deemed to be in the best interest of Workday. We do not provide for single trigger acceleration following a change in control and do not provide tax gross-ups for “excess parachute payments.” For additional information about the Executive Severance Policy, please see the section below entitled “Potential Payments Upon Termination or Change in Control.”

  59. Post-Employment Terms in Executive Agreements

    Post-Employment Terms in Executive Agreements Eschenbach Agreement In connection with incentivizing Mr. Eschenbach to join us as our Co-Chief Executive Officer in fiscal 2023, his Employment Agreement provides that he is entitled to certain payments and accelerated vesting if his employment is terminated without cause through December 20, 2024, other than in connection with a change in control, after which he is eligible to receive the Non-CIC Qualifying Termination benefits in the Executive Severance Policy. Likewise, Mr. Eschenbach will participate in the Executive Severance Policy, as modified by his employment agreement, pursuant to which he will receive payments in the event that Mr. Eschenbach’s employment is terminated without cause, or he resigns for good reason in connection with a change in control. For further information about the benefits that Mr. Eschenbach may be eligible to receive in connection with certain terminations, please see “Potential Payments Upon Termination or Change in Control — Carl M. Eschenbach.” Rowe Agreement In connection with Mr. Rowe’s appointment as our Chief Financial Officer in fiscal 2024, his offer letter provides that he is entitled to certain payments and accelerated vesting if his employment is terminated without cause within two years following his start date, other than in connection with a change in control, after which he will be eligible to receive the Non-CIC Executive Termination benefits in the Executive Severance Policy. Mr. Rowe is also eligible to receive the change in control benefits set forth in the Executive Severance Policy. For further information about the benefits that Mr. Rowe may be eligible to receive in connection with certain terminations, please see “Potential Payments Upon Termination or Change in Control — Zane Rowe.” Robinson Agreement Following Mr. Robinson’s transition out of his role as Co-President, he continues to provide service to Workday as an Executive Advisor through April 2025, after which he will transition into a consulting role. Pursuant to the terms of his separation agreement, while serving as an Executive Advisor, Mr. Robinson’s base salary remains at $625,000 annually and he remained eligible for a fiscal 2025 cash bonus payment. Mr. Robinson is not eligible to receive a cash bonus pursuant to the terms of our fiscal 2026 cash bonus plan and did not receive an annual refresh equity grant for fiscal 2026. As Executive Advisor, his previously granted equity awards continue to vest in accordance with their terms. As a consultant, Mr. Robinson is expected to provide sales and strategy advisory services to Workday. Pursuant to the terms of his separation agreement, the terms of his RSU award agreements, and our 2022 Plan and 2012 Equity Incentive Plan, Mr. Robinson will continue to vest into his outstanding RSUs so long as he continues to provide services to Workday. Mr. Robinson’s consulting period is expected to end on October 31, 2025, unless earlier terminated. Following termination of his services to Workday, Mr. Robinson will cease vesting in his equity awards, and any then-unvested equity awards will terminate and be forfeited in accordance with their terms. The material terms of post-employment payments to our NEOs are set forth under “Employment Arrangements and Indemnification Agreements” and “Potential Payments Upon Termination or Change in Control” below.

  60. Death and Disability Acceleration Policy

    Death and Disability Acceleration Policy 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, 2025, termination of employment due to death or permanent disability is set forth in the section “Potential Payments Upon Termination or Change in Control”.

  61. 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. 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 Compensation Committee. Generally, 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. Refresh awards and certain promotion 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. Our Compensation Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. 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.

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

    Policy regarding 10b5-1 Plans for Directors and Executive Officers Generally, our Insider Trading Policy requires our executive officers and members of our Board to adopt plans in accordance with Exchange Act Rule 10b5-1, including in accordance with the amended 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.

  63. 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 objectives. 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. • 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 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 help ensure that they retain specified levels of equity in Workday to align their interests with the interests of stockholders. • As part of our Insider Trading Policy, 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 will 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. The policy was revised in fiscal 2024 to reflect the new requirements of the Nasdaq Global Select Market.

  64. 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.

  65. 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, 2025, 2024, and 2023.

  66. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation | Total | | Carl M. Eschenbach Chief Executive Officer and Director | 2025 | $1,000,000 | $— | $23,909,133 | $1,225,500 | $38,559(4) | $26,173,192 | | | 2024 | 1,000,000 | — | — | 1,500,000 | 21,664 | 2,521,664 | | | 2023 | 119,231 | — | 102,563,097(5) | — | 2,981 | 102,685,309 | | Zane Rowe Chief Financial Officer | 2025 | 715,082 | 1,000,000 | 11,377,159 | 350,533 | 13,841(6) | 13,456,614 | | | 2024 | 452,308 | 1,000,000 | 36,759,274 | 224,384 | 657 | 38,436,623 | | Aneel Bhusri Co-Founder and Executive Chair | 2025 | 65,000 | — | 14,345,480 | — | 3,694,040(7) | 18,104,519 | | | 2024 | 65,000 | — | 44,275,281(8) | — | 2,994,375 | 47,334,656 | | | 2023 | 65,000 | — | 14,065,845 | — | 3,166,567 | 17,297,412 | | Sayan Chakraborty Executive Advisor | 2025 | 478,269 | — | 13,273,310 | 232,376 | 21,823(9) | 14,005,778 | | | 2024 | 400,000 | — | 13,709,939 | 200,000 | 54,677 | 14,364,616 | | Robert Enslin President and Chief Commercial Officer | 2025 | 129,808 | 500,000 | 35,845,885 | — | 3,428(10) | 36,479,121 | | Douglas A. Robinson Executive Advisor | 2025 | 569,672 | — | 28,768,545(11) | 465,422 | 67,904(12) | 29,871,543 | | | 2024 | 400,000 | — | 13,709,939 | 400,000 | 45,364 | 14,555,303 | | | 2023 | 375,000 | 332,000 | 12,190,473 | — | 38,705 | 12,936,179 |

  67. SUMMARY COMPENSATION TABLE

    (1) The amounts reported under the Bonus column for Mr. Rowe include a signing bonus of $2,000,000 (paid in two equal installments, one upon his start date and the other on the one-year anniversary of his start date). The amount reported under the Bonus column for Mr. Enslin includes the first installment of a signing bonus of $1,000,000 (payable in two equal installments, one which was paid upon his start date and the other payable on the one-year anniversary of his start date). The reported amount for fiscal 2023 under the Bonus column for Mr. Robinson reflects payment of a bonus pursuant to the cash bonus plan prior to the adoption of the Omnibus 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. The assumptions used in calculating the grant date fair value are set forth in Note 14 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. Such grant-date fair value does not take into account any forfeitures related to service-based vesting conditions that may occur. These amounts do not reflect the actual economic value that may ultimately be realized by the NEOs. (3) For all NEOs, reported amounts reflect payment of bonuses pursuant to the fiscal 2025 cash bonus plan, which was adopted pursuant to the Omnibus Bonus Plan. As described under “Compensation Discussion and Analysis,” the cash bonus amounts earned are based on the performance of Workday relative to predetermined financial and non-financial goals for fiscal 2025 and the performance of the individual NEO. Mr. Enslin was not eligible to participate in the fiscal 2025 cash bonus plan. (4) This amount includes (i) matching contributions under Workday’s 401(k) plan of $10,542, (ii) income tax gross-up of $7,333 in respect of guest attendance at a company event and a company gift, (iii) Workday-paid costs for guest attendance at a company event and a company gift, (iv) car service, and (v) personal air travel expenses in the amount of $11,670, which represents the incremental cost to Workday for Mr. Eschenbach’s personal use of a private business jet charter. The incremental cost to Workday from his use of a private business jet charter was based on the variable cost amount billed to us by the private business jet charter company, which does not include a fixed management fee because the private business jet charter is used primarily for business travel. Additional information is set forth in the above section entitled “Elements of Our Executive Compensation Program — Perquisites and Other Personal Benefits.” On occasion, guests of Mr. Eschenbach may accompany him on private aircraft during business trips at a de minimis incremental cost to Workday. (5) The amount reported under the Stock Awards column for Mr. Eschenbach in 2023 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-Chief Executive Officer. (6) This amount includes (i) matching contributions under Workday’s 401(k) plan of $13,258, (ii) income tax gross-up in respect of a company gift in the amount of $190, (iii) a company gift, and (iv) a wellness program reimbursement. This amount includes (i) matching contributions under Workday’s 401(k) plan of $1,965, (ii) aggregate incremental costs paid by Workday for security arrangements provided for Mr. Bhusri that are in addition to security arrangements provided while at work or on business travel and for his family in the amount of $3,364,137, and (iii) personal air travel expenses in the amount of $327,938, which represent the incremental cost to Workday for Mr. Bhusri’s personal use of our corporate aircraft. We determine the incremental cost of the personal use of our corporate aircraft based on the variable operating costs to us, which includes (a) trip-related landing, ramp, and parking fees and expenses; (b) crew travel expenses; (c) supplies and catering; (d) aircraft fuel and oil expenses; and (e) personal security arrangements during personal use of corporate aircraft. 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.” (8) This amount includes the grant date fair value of a fiscal 2024 RSU award granted to Mr. Bhusri ($28,122,190), as well as the incremental fair value required to be reported under Topic 718 in connection with his transition from Co-Chief Executive Officer to Executive Chair during fiscal 2024. Although no changes were made to the terms of Mr. Bhusri’s fiscal 2023 or 2022 equity awards, his continued service in a new role triggered an accounting modification under Topic 718, which resulted in an incremental expense of $16,153,091 with respect to his fiscal 2023 and 2022 equity awards. No changes were made to the terms or vesting conditions of Mr. Bhusri’s original award agreements. Consistent with our standard equity award terms for all employees, Mr. Bhusri’s awards continue to vest during his continued service. These amounts are non-cash charges reportable for the accounting modification and are not additional amounts received by Mr. Bhusri. (9) This amount includes (i) matching contributions under Workday’s 401(k) plan of $11,351, (ii) income tax gross-up in respect of a company gift of $96, (iii) a company gift, (iv) an executive health physical service, (v) a company charitable match, and (vi) internet and cell phone reimbursement. (10) This amount includes (i) matching contributions under Workday’s 401(k) plan of $3,029, (ii) income tax gross-up in respect of a company gift in the amount of $118, and (iii) a company gift. (11) This amount includes the grant date fair value of a fiscal 2025 RSU award granted to Mr. Robinson ($13,273,310), as well as the incremental fair value required to be reported under Topic 718 in connection with the Robinson Transition in fiscal 2025. Although no changes were made to the terms of Mr. Robinson’s fiscal 2025, 2024, 2023, or 2022 equity awards, his continued service in a new role triggered an accounting modification under Topic 718, which resulted in an incremental expense of $15,495,236 with respect to such equity awards. No changes were made to the terms or vesting conditions of Mr. Robinson’s original award agreements. Consistent with our standard equity award terms for all employees, Mr. Robinson’s awards continue to vest during his continued service. These amounts are non-cash charges reportable for the accounting modification and are not additional amounts received by Mr. Robinson. (12)

  68. SUMMARY COMPENSATION TABLE

    This amount includes (i) matching contributions under Workday’s 401(k) plan of $11,349, (ii) income tax gross-up of $22,077 in respect of Mr. Robinson and guest attendance at a company event and a company gift, (iii) Workday-paid costs for Mr. Robinson’s and guest attendance at a company event in the amount of $30,686, (iv) a company gift, (v) a company charitable match, (vi) a wellness program reimbursement, and (vii) internet and cell phone reimbursement.

  69. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides information regarding grants of incentive plan-based awards made to each of our NEOs during fiscal 2025 under our 2022 Equity Incentive Plan.

  70. Grants of Plan-Based Awards in Fiscal 2025

    | | | | | | Equity Grants | | | | | Estimated Payouts Under Non- Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | Grant Date Fair Value of Stock and Option Awards(3) | | Name | Grant Date | Threshold | Target | Maximum | | | | Carl M. Eschenbach | N/A | $900,000 | $1,500,000 | $2,700,000 | — | $— | | | 4/24/2024 | — | — | — | 93,490 | 23,909,133 | | Zane Rowe | N/A | 257,430 | 429,049 | 772,289 | — | — | | | 4/22/2024 | — | — | — | 44,875 | 11,377,159 | | Aneel Bhusri | 4/24/2024 | — | — | — | 56,094 | 14,345,480 | | Sayan Chakraborty | N/A | 172,177 | 286,961 | 516,531 | — | — | | | 4/22/2024 | — | — | — | 52,354 | 13,273,310 | | Robert Enslin(4) | N/A | — | — | — | — | — | | | 1/05/2025 | — | — | — | 141,773 | 35,845,885 | | Douglas A. Robinson | N/A | 341,803 | 569,672 | 1,025,410 | — | — | | | 4/22/2024 | — | — | — | 52,354 | 13,273,310 | | | 11/25/2024 | — | — | — | 57,885(5) | 15,495,236(5) |

  71. Grants of Plan-Based Awards in Fiscal 2025

    (1) Represents estimated payouts under our cash bonus plan. For illustrative purposes, the “threshold” payout amount reported in the table above is based on achieving 60% of the total target payout opportunity and a 100% individual performance multiplier, and the “maximum” payout amounts shown reflect a 120% company performance multiplier and a 150% individual performance multiplier. (2) 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. (3) 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 the NEOs. Mr. Enslin was not eligible to participate in the fiscal 2025 cash bonus plan. The grant date fair value reported in this row represents the incremental fair value required to be reported under Topic 718 in connection with the Robinson Transition in fiscal 2025. Although no changes were made to the terms of Mr. Robinson’s fiscal 2025, 2024, 2023, or 2022 equity awards, his continued service in a new role triggered an accounting modification under Topic 718, which resulted in an incremental expense of $15,495,236 with respect to such equity awards. The number of shares reported in this row represent the number of previously granted shares subject to the accounting modification. No changes were made to the terms or vesting conditions of Mr. Robinson’s original award agreements. Consistent with our standard equity award terms for all employees, Mr. Robinson’s awards continue to vest during his continued service. These amounts are non-cash charges reportable for the accounting modification and are not additional amounts received by Mr. Robinson.

  72. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding and unvested RSU and PVU awards held by our NEOs as of January 31, 2025.

  73. 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 | | Carl M. Eschenbach | 04/24/2024 | 93,490 | $24,499,989 | | | | | 12/28/2022 | 151,826 | 39,787,522 | | | | | 12/28/2022 | 118,084(3) | 30,945,093 | 101,216(4) | $23,865,136(4) | | Zane Rowe | 04/22/2024 | 44,875 | 11,759,943 | | | | | 07/05/2023 | 20,642 | 5,409,443 | | | | | 07/05/2023 | 51,605(5) | 13,523,606 | | | | Aneel Bhusri | 04/24/2024 | 56,094 | 14,699,994 | | | | | 04/25/2023 | 86,499 | 22,667,928 | | | | | 04/20/2022 | 19,968 | 5,232,814 | | | | | 04/15/2021 | 3,699 | 969,360 | | | | Sayan Chakraborty(6) | 04/22/2024 | 52,354 | 13,719,889 | | | | | 04/20/2023 | 44,851 | 11,753,653 | | | | | 04/20/2022 | 19,169 | 5,023,428 | | | | | 04/15/2021 | 4,192 | 1,098,556 | | | | Robert Enslin | 01/05/2025 | 141,773 | 37,153,032 | | | | Douglas A. Robinson(7) | 04/22/2024 | 52,354 | 13,719,889 | | | | | 04/20/2023 | 40,366 | 10,578,314 | | | | | 04/20/2022 | 17,305 | 4,534,948 | | | | | 12/15/2021 | 1,791 | 469,350 | | | | | 04/15/2021 | 1,850 | 484,811 | | | | | 03/15/2021 | 490 | 128,409 | | |

  74. 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) The market value of unvested RSUs and earned and unvested PVUs 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, 2025, the last trading day of our fiscal year, which was $262.06. (3) Represents the Tranche 1 and Tranche 2 PVUs granted to Mr. Eschenbach in fiscal 2023 that have achieved their respective share price targets and remain subject to service-based vesting on a monthly basis, fully vesting on December 5, 2027. See “Elements of our Executive Compensation Program — Equity-Based Awards — Eschenbach PVU Awards” for further details. (4) Represents the Tranche 3 PVUs granted to Mr. Eschenbach in fiscal 2023 that remain subject to the achievement of the Tranche 3 share price target. The performance period for these PVUs began on December 28, 2024. The market value reported for the Tranche 3 PVUs is based on the fair value on January 31, 2025, computed in accordance with ASC Topic 718 using the Monte Carlo simulation model. See “Elements of our Executive Compensation Program — Equity-Based Awards — Eschenbach PVU Awards” for further details. Represents RSUs granted to Mr. Rowe in connection with his appointment as our Chief Financial Officer that vested or will vest as to one-eighth of the underlying shares three months from the vesting start date and then quarterly thereafter, subject to continued service with Workday on the applicable vesting dates. Mr. Chakraborty stepped down as our President, Product and Technology effective March 10, 2025, and continues to vest into his outstanding RSUs so long as he continues to provide services to Workday. (7) Mr. Robinson stepped down as our Co-President effective December 2, 2024, and continues to vest into his outstanding RSUs so long as he continues to provide services to Workday. See “Post-Employment Compensation — Post-Employment Terms in Executive Agreements — Robinson Agreement” for further details.

  75. Stock Vested in Fiscal 2025

    Stock Vested in Fiscal 2025 The following table summarizes the value realized by our NEOs on stock vested during fiscal 2025.

  76. Stock Vested in Fiscal 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Carl M. Eschenbach | 138,331 | $35,811,101 | | Zane Rowe | 72,247 | 17,427,169 | | Aneel Bhusri | 98,045 | 24,885,256 | | Sayan Chakraborty | 46,335 | 11,664,680 | | Robert Enslin | — | — | | Douglas A. Robinson | 58,282 | 14,774,525 |

  77. Stock Vested in Fiscal 2025

    (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.

  78. 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.

  79. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with SEC rules, we are providing the ratio of the total annual compensation of the Chief Executive Officer during the last completed fiscal year to the total annual compensation of our median compensated employee (“median employee”). The ratio of Mr. Eschenbach’s total annual compensation to that of our median employee’s total annual compensation for fiscal 2025 is 119:1. We believe this ratio is a reasonable estimate, 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 Mr. Eschenbach for fiscal 2025 was $26,173,192. The total annual compensation of our median employee for fiscal 2025 was $219,720, calculated in the same manner as the compensation for Mr. Eschenbach in accordance with SEC rules. The pay ratio for Mr. Eschenbach significantly increased from the fiscal 2024 pay ratio because he received only cash compensation during fiscal 2024 and he received both cash compensation and an equity award in fiscal 2025. As disclosed in the “Compensation Discussion and Analysis” section above, Mr. Eschenbach was not eligible for any equity awards in fiscal 2024. For additional information about the compensation of our Chief Executive Officer, see the “Compensation Discussion and Analysis” section elsewhere in this Proxy Statement. In accordance with SEC rule, we identified a new median employee for fiscal 2025. The methodology we used to determine the median employee for fiscal 2025 is described below and is substantially the same methodology that we previously used to determine the median employee. Our determination of which employee was the median employee was based on compensation data for all employees as of November 1, 2024 (the “determination date”), other than Mr. Eschenbach 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. Our employee population as of the determination date consisted of 19,358 individuals in the United States and in international locations (including our consolidated subsidiaries) who were employed by us on a full-time, part-time, or seasonal basis, including employees on a leave of absence. This employee population does not include 889 employees from our total workforce from the following jurisdictions, which were excluded under the de minimis exception, as shown in the table below. Contractors and other non-employees were not included in our employee population. Given the even number of employees included in our population, we had two median employees from which we selected the employee with the lower total annual compensation to compute the pay ratio.

  80. CEO Pay Ratio Disclosure

    | Excluded Jurisdiction | Approximate Number of Employees | | Austria | 17 | | Belgium | 18 | | Czech Republic | 102 | | Finland | 27 | | France | 272 | | Hong Kong | 52 | | Indonesia | <10 | | Italy | 58 | | Latvia | 69 | | Malaysia | 17 | | Mexico | 86 | | Norway | <10 | | South Africa | 16 | | South Korea | 40 | | Sweden | 43 | | Switzerland | 47 | | Taiwan | <10 | | Thailand | <10 |

  81. CEO Pay Ratio Disclosure

    We annualized the base pay for any permanent employees who were hired during the 12-month period preceding the determination date. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign exchange rates in effect as of October 31, 2024. We did not make any cost-of-living adjustments for employees outside of the United States. 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.

  82. 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.

  83. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (Eschenbach) ($)(1) | Compensation Actually Paid to PEO (Eschenbach) ($)(4)(5) | Summary Compensation Table Total for PEO (Bhusri) ($)(2) | Compensation Actually Paid to PEO (Bhusri) ($)(4) | Summary Compensation Table Total for PEO (Fernandez) ($)(2) | Compensation Actually Paid to PEO (Fernandez) ($)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4)(6) | Value of Initial Fixed $100 Investment Based On:(7) | | Net Income ($ millions)(8) | Adjusted Subscription Revenues ($ millions)(9) | | | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return | | | | (a) | (b)(1) | (c)(1) | (b)(2) | (c)(2) | (b)(3) | (c)(3) | (d) | (e) | (f) | (g) | (h) | (i) | | Fiscal 2025 | 26,173,192 | 11,431,418 | — | — | — | — | 22,383,515 | 15,806,061 | 142 | 194 | 526 | 7.70 | | Fiscal 2024 | 2,521,664 | 83,532,656 | 47,334,656(10) | 55,478,130 | — | — | 17,598,668 | 26,543,948 | 158 | 179 | 1,381 | 6.61 | | Fiscal 2023 | 102,685,309 | 109,947,072 | 17,297,412 | 9,397,020 | 19,986,871 | 3,030,084 | 10,404,679 | 3,826,484 | 98 | 119 | (367) | 5.58 | | Fiscal 2022 | — | — | 18,431,406 | 19,634,025 | 22,015,513 | 27,405,062 | 9,768,972 | 11,928,801 | 137 | 146 | 29 | 4.55 | | Fiscal 2021 | — | — | 2,693,925 | 5,713,506 | 27,057,774 | 37,492,416 | 10,037,001 | 17,263,222 | 123 | 132 | (282) | 3.79 |

  84. Pay Versus Performance

    (1) Carl Eschenbach served as our Co-Chief Executive Officer from December 20, 2022, through January 2024 and currently serves as our sole Chief Executive Officer. (2) Aneel Bhusri served as our Co-Chief Executive Officer from August 2020 through January 2024, the end of our fiscal 2024, and currently serves as our Executive Chair. Chano Fernandez served as our Co-Chief Executive Officer from August 2020 through December 20, 2022. (3) The individuals comprising the Non-PEO NEOs for each year are listed below:

  85. Pay Versus Performance

    | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | | Aneel Bhusri | James J. Bozzini | James J. Bozzini | James J. Bozzini | James J. Bozzini | | Sayan Chakraborty | Sayan Chakraborty | Barbara A. Larson | Douglas A. Robinson | Richard H. Sauer | | Robert Enslin | Barbara A. Larson | Douglas A. Robinson | Richard H. Sauer | Robynne D. Sisco | | Douglas A. Robinson | Douglas A. Robinson | Richard H. Sauer | Robynne D. Sisco | | | Zane Rowe | Zane Rowe | | | |

  86. Pay Versus Performance

    (4) 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 and PVU awards that are subject to solely service-based vesting criteria are calculated using 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. (5) Compensation Actually Paid to Mr. Eschenbach for fiscal 2025 reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  87. Pay Versus Performance

    | | Fiscal 2025 | | Total Reported in Summary Compensation Table (SCT)($) | 26,173,192 | | Less, value of Stock Awards reported in SCT | 23,909,133 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 24,499,989 | | Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding(i) | (10,879,727) | | 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) | (4,452,903) | | Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | — | | Total Adjustments | 9,167,359 | | Compensation Actually Paid | 11,431,418 |

  88. Pay Versus Performance

    (i) Reflects Mr. Eschenbach’s unvested time-based RSUs, unearned portions of the PVU award that remain eligible for achievement and earned portion of the PVU award that remain subject to on-going time based vesting. The change in fair value for the unearned portion of the PVU award is computed in accordance with ASC Topic 718 using the Monte Carlo simulation model, including updated input variables for such model, as of January 31, 2025. The amount does not reflect the actual economic value that may ultimately be realized by Mr. Eschenbach. (ii) Reflects Mr. Eschenbach’s time-based RSUs that vested during fiscal 2025 and earned portions of the PVU award that also became time-vested during fiscal 2025. The amount does not reflect the actual economic value that may ultimately be realized by Mr. Eschenbach. (6) The average Compensation Actually Paid to the Non-PEO NEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  89. Pay Versus Performance

    | | Fiscal 2025 | | Total Reported in Summary Compensation Table (SCT)($) | 22,383,515 | | Less, value of Stock Awards reported in SCT | 20,722,076 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 18,210,549 | | Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (1,812,701) | | 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 | (2,253,226) | | Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | — | | Total Adjustments | 14,144,621 | | Compensation Actually Paid | 15,806,061 |

  90. Pay Versus Performance

    (7) The Peer Group Total Shareholder Return 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, 2025. 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. (8) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable fiscal year. (9) We determined adjusted 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 2025. Subscription revenue primarily consist of fees that give our customers access to our cloud applications, which include related customer support. Subscription revenue is 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. Adjusted subscription revenue is subscription revenue adjusted for the impact of foreign currency rate fluctuations and certain acquisitions. See Appendix A for a reconciliation of GAAP subscription revenue to adjusted subscription revenue. The fiscal 2024 amount reported for Mr. Bhusri in this column includes the grant date fair value of a fiscal 2024 RSU award granted to Mr. Bhusri ($28,122,190), as well as the incremental fair value relating to Mr. Bhusri’s fiscal 2023 and 2022 equity awards required to be reported under Topic 718 in connection with Mr. Bhusri’s transition from Co-Chief Executive Officer to Executive Chair during fiscal 2024, as further discussed above in Footnote 8 to the Summary Compensation Table. These amounts are non-cash charges reportable for the accounting modification and are not additional amounts received by Mr. Bhusri.

  91. 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.

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

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group 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 the cumulative TSR of the S&P 1500 Application Software Index over the four most recently completed fiscal years.

  93. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  94. 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 four most recently completed fiscal years.

  95. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

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

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted Subscription Revenue 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 adjusted subscription revenue during the four most recently completed fiscal years.

  97. Compensation Actually Paid versus Adjusted Subscription Revenue

    Compensation Actually Paid versus Adjusted Subscription Revenue

  98. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our Executive Severance Policy is applicable to our NEOs and certain other participants. Under the Executive Severance Policy, a participant is eligible to receive cash payments and accelerated vesting of certain equity awards in the event of a qualifying termination of the participant’s employment (i) without cause, outside of a change in control of Workday (referred to as a “Non-CIC Qualifying Termination” in the Executive Severance Policy), or (ii) without cause or for good reason, in connection with a change in control of Workday (referred to as a “CIC Qualifying Termination” in the Executive Severance Policy). As described below, Messrs. Eschenbach and Rowe have certain additional benefits pursuant to their employment letters.

  99. Potential Payments Upon Termination or Change in Control

    | | Chief Executive Officer | All Other Eligible Executive Officers | | Non-CIC Qualifying Termination(1) | • The payments and acceleration benefits under “All Other Eligible Executive Officers” • An additional lump sum cash payment equal to one times the target annual bonus | • A lump sum cash payment equal to annual base salary • A lump sum cash payment equal to the target annual bonus, subject to certain pro rata adjustments • Acceleration of time-based outstanding equity awards that would have vested within 12 months following the Non-CIC Qualifying Termination, other than equity awards (except for new hire awards) granted within the 12 months prior to the Non-CIC Qualifying Termination • A lump sum cash payment equal to 12 months of COBRA premiums | | CIC Qualifying Termination(1) | • A lump sum cash payment equal to two times annual base salary • A lump sum cash payment equal to two times the target annual bonus • Acceleration of all outstanding time-based outstanding equity awards • A lump sum cash payment equal to 24 months of COBRA premiums | • A lump sum cash payment equal to annual base salary • A lump sum cash payment equal to the target annual bonus • Acceleration of all outstanding time-based outstanding equity awards • A lump sum cash payment equal to 12 months of COBRA premiums |

  100. Potential Payments Upon Termination or Change in Control

    (1) Pursuant to the terms of the Executive Severance Policy, a participant is entitled to receive the greater of the benefits under the Executive Severance Policy or the benefits provided for under arrangements entered into by and between the participant and Workday prior to the effective date of the Executive Severance Policy.