DEF 14A of Workday, Inc., May 5, 2026

DEF 14A of Workday, Inc.

Filed May 5, 2026 · FY20260001104659-26-055687

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 II directors until the 2029 Annual Meeting of Stockholders.

  2. ELECTION OF DIRECTORS AND GOVERNANCE

    | NOMINEES | DIRECTOR SINCE | INDEPENDENT | CURRENT COMMITTEES | | Wayne A.I. Frederick, M.D., 54 Interim President, Howard University | 2022 | | Nominating and Governance | | Mark J. Hawkins, 67 Former President & Chief Financial Officer, Salesforce, Inc. | 2023 | | Audit, Nominating and Governance | | Rhonda J. Morris, 60 Former Vice President & Chief Human Resources Officer, Chevron Corporation | 2025 | | Compensation | | George J. Still, Jr., 68 Partner Emeritus, Norwest Venture Partners | 2009 | | Compensation, Investment |

  3. ELECTION OF DIRECTORS AND GOVERNANCE

    Board Highlights as of May 5, 2026 Our Board 11 Members 3 Women 8 Men Age 62 Average Age Age 50-60 5 Directors Age 61-70 5 Directors Age 71+ Age 1 Director Tenure ~7.75 Years Average > 10 years 4 Directors 4-10 years 2 Directors <4 years 5 Directors 10 of 11 Directors are Independent 55% of all Directors are Women or Minorities Director Experience and Qualifications Technology 8 Directors Cybersecurity or Privacy 5 Directors Artificial Intelligence or Emerging Tech 6 Directors Global Business Operations 9 Directors Business Development or Strategy7 Directors Sales, Marketing, or Brand Building 8 Directors Human Capital Management 9 Directors Finance or Accounting 7 Directors Executive Leadership 11 Directors Other Public Company Board Service 10 Directors

  4. ELECTION OF DIRECTORS AND GOVERNANCE

    | Governance Highlights | |

  5. 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:

  6. ELECTION OF DIRECTORS AND GOVERNANCE

    | | Lead Independent Director | | Annual Board and Committee Evaluations | | | Ongoing Board Refreshment — Three New Directors Added in the Last Two Fiscal Years and recent rotation of Lead Independent Director role | | Ongoing Board and Executive Succession Planning | | | Ongoing Board Committee Refreshment | | Majority Voting for Directors | | | Highly Independent Board (10 of 11 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 that Exceeds Nasdaq Global Select Market Listing Requirements | | | 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 |

  7. ELECTION OF DIRECTORS AND GOVERNANCE

    | Stockholder Engagement | |

  8. ELECTION OF DIRECTORS AND GOVERNANCE

    Our Board of Directors values and takes seriously the views of our stockholders. Our Board regularly reviews our governance and executive compensation policies and practices, risk and strategy oversight, and culture and human capital programs, and 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 meaningful 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 allows for an open dialogue with our stockholders, promoting transparency and accountability.

  9. ELECTION OF DIRECTORS AND GOVERNANCE

    | Year-Round Engagement Cycle | |

  10. ELECTION OF DIRECTORS AND GOVERNANCE

    Our Investor Relations team regularly meets with investors and investment analysts. Meetings often include participation from our legal, executive compensation, environmental sustainability, and responsible AI business leaders, as well as an independent director, upon request. Our legal team regularly communicates topics discussed and stockholder feedback to senior management and the Board for consideration in their decision-making. We also engage with proxy advisory firms to discuss our programs and stockholder feedback and learn about key focus areas their clients are raising. Our quarterly earnings calls provide stockholders with an opportunity to hear about our financial results and corporate strategy. Below is a summary of our engagement with stockholders since we filed our 2025 Proxy Statement. We intend to continue the dialogue with our stockholders on the matters listed above and others, and will consider stockholder feedback along with best practices, market standards, and applicable regulations in making governance and other key board decisions.

  11. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS

  12. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | | FOR | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 1 TO ELECT WAYNE A.I. FREDERICK, M.D., MARK J. HAWKINS, RHONDA J. MORRIS, AND GEORGE J. STILL, JR. AS CLASS II DIRECTORS. |

  13. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    Our Board of Directors currently consists of 11 members. Our Certificate of Incorporation and Bylaws (together, our “formation documents”) provide for a classified Board consisting of three classes of directors, with directors serving staggered three-year terms. Directors in a particular class are nominated for additional three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors is elected at each annual meeting, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or until his or her earlier resignation or removal. Our formation documents also provide that our Board may make changes by resolution concerning the authorized number of directors and that any additional directorships resulting from an increase in the authorized number of directors shall be distributed among the three classes as the Board determines in its discretion. The formation documents further provide that our Board or our stockholders may fill vacant directorships, except that in the event that the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, only our Board may fill vacancies.

  14. Nominees for Director

    Nominees for Director

  15. Nominees for Director

    | WAYNE A.I. FREDERICK, M.D. | | | | Independent Director Age: 54 Director since 2022 | Workday Committees • Nominating and Governance | | | Current Position Interim President, 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 2020) • Insulet Corporation (since 2020) • Tempus AI, Inc. (since 2020) • Forma Therapeutics Holdings, Inc. (2020 to October 2022) | Professional Highlights Wayne A.I. Frederick, M.D. is the Interim President of Howard University. He is also President Emeritus of Howard University, having previously served as the President from 2014 through August 2023 and Interim President from 2013 to 2014, prior to which he served as provost and chief academic officer. Dr. Frederick is the distinguished Charles R. Drew Professor of Surgery at the Howard University College of Medicine and he is also a practicing cancer surgeon at Howard University Hospital. Following his post-doctoral research and surgical oncology fellowships at the University of Texas MD Anderson Cancer Center, Dr. Frederick began his academic career as associate director of the Cancer Center at the University of Connecticut. Upon his return to Howard University, his academic positions included Associate Dean in the College of Medicine, Division Chief in the Department of Surgery, Director of the Cancer Center, and Deputy Provost for Health Sciences. Dr. Frederick is a fellow of the American College of Surgeons and belongs to numerous surgical organizations, including the American Surgical Association. Dr. Frederick served as the interim Chief Executive Officer of the American Cancer Society from November 2024 to August 2025, and is also a director of other privately held companies and charitable organizations, including serving as the lead independent director of the board of Mutual of America Life Insurance Company. Qualifications Dr. Frederick brings to our Board of Directors 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. | |

  16. Nominees for Director

    | MARK J. HAWKINS | | | | Lead Independent Director Age: 67 Director since 2023 | Workday Committees • Audit (Chair) • Nominating and Governance | | | Education Michigan State University Bachelor’s degree, operations management University of Colorado Master’s degree, business administration Other Public Company Boards • Toast, Inc. (since 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 of Directors 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 and the Board benefits from his strong leadership and strategic guidance as 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. | |

  17. Nominees for Director

    | RHONDA J. MORRIS | | | | Independent Director Age: 60 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 of Directors 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. Since joining our Board, she has contributed a valuable perspective informed by 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. | |

  18. Nominees for Director

    | GEORGE J. STILL, JR. | | | | Independent Director Age: 68 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 of Directors 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. | |

  19. Continuing Directors

    Continuing Directors

  20. Continuing Directors

    | ANEEL BHUSRI | | | | Chair of the Board Age: 60 Director since 2005 | Workday Committees • None | | | Current Position Co-Founder and Chief Executive Officer, 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 is co-founder and Chief Executive Officer of Workday. He has also served as a member of the Board of Directors since co-founding Workday in 2005, including as Chair of the Board from 2012 to 2014 and from April 2021 to the present. Prior to his current role as Chief Executive Officer, Aneel was our Executive Chair from February 2024 to February 2026 and our Co-Chief Executive Officer from 2020 through January 2024. Mr. Bhusri also served as Chief Executive Officer from 2014 to 2020, 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 of Directors 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 Chief Executive Officer. Mr. Bhusri co-founded Workday with David Duffield with the idea to build enterprise software that puts people at the center, and he has helped guide the company from a startup to a leading enterprise AI platform for managing people, money, and agents. 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 Chief Executive Officer, 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. | |

  21. Continuing Directors

    | THOMAS F. BOGAN | | | | Independent Director Age: 74 Director since 2022 | Workday Committees • Audit • 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 2020 to February 2021, Mr. Bogan served as Vice Chair with responsibility for our Workday Strategic Sourcing business, and from 2018 to 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 of Directors 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. | |

  22. Continuing Directors

    | ELIZABETH CENTONI | | | | Independent Director Age: 61 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 hardware, software, and related services across networking, security, observability, and collaboration, since March 2024. Prior to that, she served as Executive Vice President, Chief Strategy Officer, and General Manager of Applications at Cisco from 2020 to March 2024, and as Senior Vice President and General Manager of Computing Systems at Cisco from 2018 to 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 of Directors 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 and she brings valuable insights into leveraging AI and technology to meet evolving customer needs, directly supporting Workday’s core value of customer service. In her current role, she leads Cisco’s $15 billion services organization and all of Cisco’s recurring revenue (software and services renewals engine) with responsibility for customer success, technical support, professional services, and renewals. She is driving an ambitious AI-led transformation to redefine customer experience as a proactive, predictive, value-creating engine. 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. | |

  23. Continuing Directors

    | LYNNE M. DOUGHTIE | | | | Independent Director Age: 63 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 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 as chair of the board of LUNGevity, a non-profit cancer research and advocacy foundation, and on the board of advisors of various private companies and educational institutions. Qualifications Ms. Doughtie brings to our Board of Directors 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. | |

  24. Continuing Directors

    | MICHAEL M. MCNAMARA | | | | Independent Director Age: 69 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 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 2020 to May 2022. Mr. McNamara served as a venture partner at Eclipse Ventures, a Silicon Valley venture capital firm, from 2019 to March 2021. 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 2018, and on the board of advisors of Tsinghua University School of Economics and Management from 2006 to 2019. He has also served as an advisor to or director of several other private companies. Qualifications Mr. McNamara brings to our Board of Directors 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 with our Board 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. | |

  25. Continuing Directors

    | MICHAEL L. SPEISER | | | | Independent Director Age: 55 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 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 of Directors 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. | |

  26. Continuing Directors

    | JERRY YANG | | | | Independent Director Age: 57 Director since 2013 | Workday Committees • Investment • Nominating and Governance | | | Current Position Founding Partner, AME Cloud Ventures Education Stanford University Bachelor’s degree, electrical engineering 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 a member of the Stanford University Board of Trustees, including serving as Chair from July 2021 to July 2025, and is a director and/or advisor of several other companies and foundations. Qualifications Mr. Yang brings to our Board of Directors 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, deep expertise in growing and leading technology companies, and extensive institutional knowledge from his considerable tenure on our Board, 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 global trends and opportunities. | |

  27. 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.

  28. 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 2026, 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 of the Board, Vice Chair/Lead Independent Director, and committee members and chairs at the same levels disclosed in our 2025 Proxy Statement, which are set forth in the table below. The number of RSUs awarded to each director during fiscal 2026 was 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.

  29. Non-Employee Director Compensation

    | Grant Type | Annual RSU Award | | Non-Employee Director | $320,000 | | Non-Employee Chair of the Board | 50,000 | | Vice Chair 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 |

  30. 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 these policies and other recent director appointments, in fiscal 2026 Ms. Morris received an initial award upon her appointment with a target value of $750,000. Ms. Morris also received the regular annual award for non-employee directors for her service on the Board and Compensation Committee in fiscal 2026, which had a grant date value of $333,305 of the date of grant, consistent with other Workday directors and in line with our standard practice for newly-appointed non-employee directors. Consistent with the above, in fiscal 2026, 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 2026, 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 2026 in respect of their service as members of our Board.

  31. 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 | | Mark J. Hawkins (Vice Chair and Lead Independent Director) | 6/04/2025 | 1,820 | $454,054 | $454,054 | | Thomas F. Bogan | 6/04/2025 | 1,481 | 369,480 | 369,480 | | Elizabeth Centoni | 6/04/2025 | 1,336 | 333,305 | 333,305 | | Lynne M. Doughtie | 6/04/2025 | 1,481 | 369,480 | 369,480 | | Wayne A.I. Frederick, M.D. | 6/04/2025 | 1,336 | 333,305 | 333,305 | | Michael M. McNamara | 6/04/2025 | 1,578 | 393,679 | 393,679 | | Rhonda J. Morris | 6/04/2025 | 1,336 | 333,305 | | | | 3/05/2025(3) | 2,852 | 740,408 | 1,073,713 | | Michael L. Speiser | 6/04/2025 | 1,336 | 333,305 | 333,305 | | George J. Still, Jr. | 6/04/2025 | 1,530 | 381,704 | 381,704 | | Jerry Yang | 6/04/2025 | 1,530 | 381,704 | 381,704 |

  32. Non-Employee Director Compensation

    RSU awards shown in the table above will vest in full on May 5, 2026, 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, 2026:

  33. 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) | | Mark J. Hawkins | 1,254 | 220,240 | | | 1,820 | 319,647 | | Thomas F. Bogan | 206 | 36,180 | | | 1,481 | 260,108 | | Elizabeth Centoni | 2,146 | 376,902 | | | 1,336 | 234,642 | | Lynne M. Doughtie | 1,481 | 260,108 | | Wayne A.I. Frederick, M.D. | 656 | 115,213 | | | 1,336 | 234,642 | | Michael M. McNamara | 1,578 | 277,144 | | Rhonda J. Morris | 2,852 | 500,897 | | | 1,336 | 234,642 | | Michael L. Speiser | 2,165 | 380,239 | | | 1,336 | 234,642 | | George J. Still, Jr. | 1,530 | 268,714 | | Jerry Yang | 1,530 | 268,714 |

  34. 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 30, 2026, the last trading day of our fiscal year, which was $175.63. (2) The amounts included in the “Value of RSU Award on the Date of Grant” column represent the aggregate grant date fair value of the RSU awards calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value of each RSU award is measured based on the closing price of our Class A common stock on the date of grant. These amounts do not reflect the actual economic value that may ultimately be realized by the directors. (3) Ms. Morris was granted RSUs on March 5, 2025, with a target value of $750,000 in connection with her appointment to our Board, one-fourth of which vested on March 5, 2026, and the balance of which will vest in equal installments over the following 12 quarters, assuming continuous service through the applicable vesting dates.

  35. Fiscal 2026 Compensation Highlights

    Fiscal 2026 Compensation Highlights • Responded to stockholder feedback and introduced performance conditions on equity grants. In fiscal 2026, we implemented changes to our corporate governance and compensation structures based on feedback we heard from our stockholders in fiscal 2025, including the introduction of performance-based restricted stock unit awards (“PSUs”). During fiscal 2026, we continued to build on our stockholder engagement program and engaged with many of our largest stockholders on governance and compensation matters. See “Directors and Corporate Governance — Stockholder Engagement” and “2026 Stockholder Advisory Vote on Executive Compensation” for further details. Reduced stock-based compensation expense. We made meaningful progress against our target of reducing stock-based compensation expense, reducing our stock-based compensation expense as a percentage of revenues by 150 basis points, as compared to fiscal 2025. We expect to continue to work towards reducing our stock-based compensation expense as a percentage of revenues while balancing our investments in AI. • Demonstrated strong pay for performance alignment in our cash bonus program and PSUs. Our outperformance against our non-GAAP operating margin target resulted in above-target payouts for both our cash bonus program and achievement against our 2026 PSU target. Strong operating margin performance reflects disciplined cost management and operational execution, which we believe supports long-term stockholder value by enhancing profitability and providing capacity for continued investment in innovation and growth. Additionally, the fiscal 2026 PSUs do not vest until the end of a three-year performance period, which ensures alignment of outcomes for executives with the experience of stockholders. See “Elements of Our Fiscal 2026 Executive Compensation Program” for further details. • Continued our emphasis on aligning pay with sustained, long-term stockholder outcomes. As further discussed in “Elements of Our Executive Compensation Program,” for fiscal 2026, we continued to use equity awards that vest over multiple years to motivate our executives to take actions in support of longer-term growth and alignment with stockholder interests. • Strengthened our recoupment policy. We enhanced our compensation governance framework by expanding our compensation clawback policy beyond standard regulatory requirements, underscoring a commitment to corporate integrity and stockholder interests.

  36. Compensation Arrangement Structuring Considerations

    Compensation Arrangement Structuring Considerations In developing the compensation package for Mr. Bhusri, the Compensation Committee and the independent members of the Board consulted with Semler Brossy, the Compensation Committee’s independent compensation consultant, and gave consideration to the compensation structure that was reasonable and necessary to incentivize Mr. Bhusri to assume the role of our Chief Executive Officer to lead Workday in its next chapter of growth. The Board considered numerous factors in calibrating Mr. Bhusri’s go-forward compensation and one-time awards, including the unique value of his founder-level expertise, which would be difficult to replicate in an external search, and the high market demand for experienced technology leaders with a demonstrated track record of leading during periods of significant technological disruption. When determining the value and structure of Mr. Bhusri’s award, the Compensation Committee considered multiple factors, including a review of ongoing and one-time equity awards granted to executives at peer companies and other leaders in the technology sector. This review provided context regarding the magnitude, design, and performance orientation of such awards and informed the Board’s evaluation of an appropriate structure and level of ambitious stock price hurdles designed to create sustained stockholder value. Further, the Compensation Committee and the independent members of the Board believed that Mr. Bhusri’s compensation should drive achievement of our strategic objectives and be principally tied to sustained, long-term stockholder value creation. Accordingly, the independent members of the Compensation Committee and the Board determined to allocate a substantial portion of Mr. Bhusri’s compensation in the form of equity, with the majority of such equity awards comprised of stock price-based restricted stock units (“PVU”), which yield value based on four increasingly difficult stock price targets that are to be achieved and sustained in each respective performance period, and that vests (to the extent achieved) over five years. With its staggered performance periods and a rigorous protocol to measure achievement based on the average 45-day trading price of Workday stock, the PVU was designed to reward sustained, meaningful increases in stockholder value over a five-year performance period, with vesting only occurring with the creation of substantial incremental stockholder value, thereby aligning his interests directly with those of our stockholders. The PVUs require Workday’s stock price to double for Mr. Bhusri to be eligible to earn all shares subject to the PVU award. The PVUs also encourage leadership continuity with vesting extending over five years and vested shares subject to an additional two-year holding period. Mr. Bhusri is not eligible for additional equity awards until fiscal 2028.

  37. Summary of Mr. Bhusri’s Compensation Arrangements

    | Element | Intended Compensation Value | Rationale and Value to Stockholders | | Base Salary | $1,250,000 | • Recognizes Mr. Bhusri’s role and responsibilities and provides a stable level of fixed compensation | | Annual Bonus Target | 200% of base salary beginning in fiscal 2027 | • At market to align with growth plan strategy • Rewards achievement of annual financial and non-financial objectives | | RSU Award | $60,000,000(1)(2) | • Serves as an important retention vehicle over four years • Realized value directly correlated to our stock price, which serves as an incentive to create value for our stockholders as well as to retain continuity of leadership | | PVU Award | $75,000,000(1) | • Incentive to drive strong, sustained stockholder value creation • Tied to increasingly difficult stock price targets, as discussed in detail below, plus time-based vesting • Long-term oriented with a five-year performance period (with staggered periods for each stock price target) and a two-year post-vesting holding period |

  38. Summary of Mr. Bhusri’s Compensation Arrangements

    (1) The intended compensation value of equity awards reported in this table applies to the target value of the equity awards granted to Mr. Bhusri. The value differs from the grant date fair value amounts that will be reported for Mr. Bhusri for fiscal 2027 in the Summary Compensation Table under the “Stock Awards” column. Amounts shown in the Summary Compensation Table are computed in accordance with ASC Topic 718. (2) The RSU Award is subject to vesting based on continued service through the applicable vesting dates, with one-fourth of such award vesting one year from their vesting start date, after which the award vests in equal installments over the next 12 quarters.

  39. Appointment of Mr. Kazmaier as President, Product & Technology

    Appointment of Mr. Kazmaier as President, Product & Technology Effective as of March 10, 2025, Sayan Chakraborty retired from his role as our President, Product & Technology and the Board of Directors appointed Gerrit Kazmaier to serve as our President, Product & Technology to lead Workday’s innovation strategy and product and technology organization. Mr. Kazmaier brings extensive experience driving innovation in enterprise software and a proven track record in cloud and AI transformation. The Compensation Committee structured a compensation package that was both competitive and necessary to attract a proven industry leader like Mr. Kazmaier. In developing the compensation package for Mr. Kazmaier, 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 $700,000; • a one-time signing bonus of $1,000,000, payable in two equal installments, with the first installment payable at hire and 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 target incentive of 60% of his base salary; and • an RSU award with a target grant value of $18,000,000, vesting over four years, and a sign-on RSU award with a target grant value of $12,000,000, vesting over two years, each subject to Mr. Kazmaier’s continuous service at each vesting date. In setting the value of Mr. Kazmaier’s RSU awards, the Compensation Committee considered the significant value of compensation forfeited by Mr. Kazmaier upon leaving his prior employer, including the forfeiture of considerable near-term vesting events. Mr. Kazmaier was not eligible for additional equity awards in fiscal 2026.

  40. 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. 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. 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 stockholders. We believe that our executive officers should share in the ownership of Workday and as such, we use RSUs and PSUs 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. Likewise, PSUs drive specific financial and operational goals, but also provide value based on our stock price. Focus on innovation and performance. As an organization, we reward performance and instill a performance-driven mindset, while discouraging excessive risk taking by using a mix of performance-based and 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. We believe the changes to our compensation program over the past two years highlighted in this Proxy Statement continue to align with these objectives while strengthening the performance-based core of our compensation program, consistent with the feedback we have received from stockholders.

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

  42. 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. |

  43. Roles and Responsibilities

    | Compensation Committee | Management | Independent Compensation Consultant | | • Reviews, evaluates, and approves the compensation arrangements of our executive officers and establishes and maintains our executive compensation policies and practices and incentive plans, in alignment with our pay for performance compensation philosophy • Evaluates stockholder feedback, solicits input from its independent compensation consultant and management, considers the compensation levels and practices of our compensation peer group as well as compensation and corporate governance best practices • Reviews our executive compensation program each year to determine whether it is appropriate to achieve its intended purposes and for alignment with stockholder interests and Workday’s long-term business and operational goals | • Makes recommendations to the Compensation Committee regarding the design of our executive compensation programs and policies; reviews effectiveness to ensure market competitiveness and alignment with the company’s strategic objectives • Makes recommendations to the Compensation Committee regarding company-wide incentive plans to promote the achievement of corporate goals • Excluding their own compensation, in fiscal 2026, Messrs. Bhusri and Eschenbach made compensation recommendations to the Compensation Committee with respect to base salaries, bonuses, and equity awards for the other NEOs | • Semler Brossy continues to provide independent advice to our Compensation Committee on our executive compensation program, given its expertise in the technology industry and knowledge of our peer group • Provided the following services on behalf of the Compensation Committee in fiscal 2026: assisted in the development of our peer group; conducted a comprehensive review of the total compensation arrangements for our executive officers and non-employee directors; assessed our current compensation programs, including the design and strategy of our annual and long-term incentives; provided analysis of equity burn rates and overhang; reviewed peer company and broader market clawback policies; and advised on regulatory developments related to compensation matters • The Committee annually reviews the consultant’s performance, qualifications and independence. Based on its review under applicable SEC and Nasdaq rules for fiscal 2026, the Compensation Committee determined that Semler Brossy is independent and that its engagement did not present any conflict of interest |

  44. 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 competing for AI talent. 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 2025, after considering input from Semler Brossy, the Compensation Committee determined to adopt the following compensation peer group for fiscal 2026 compensation decisions:

  45. Compensation Peer Group

    | Adobe Inc. | Palo Alto Networks, Inc. | | Atlassian Corporation | PayPal Holdings, Inc.* | | Autodesk, Inc. | Salesforce, Inc. | | Block, Inc. | ServiceNow, Inc. | | Crowdstrike Holdings, Inc. | Shopify Inc. | | Electronic Arts Inc. | Snowflake Inc. | | Intuit Inc. | Zoom Video Communications, Inc. | | Palantir Technologies Inc.* | |

  46. Compensation Peer Group

    * Added to the peer group for fiscal 2026. We removed Activision Blizzard, Inc., Splunk Inc., and VMware, Inc. from the peer group since they were acquired and removed Okta, Inc. and Twilio Inc. as they did not meet one or more of the criteria discussed above. In addition to removing these peers, the Compensation Committee also added Palantir Technologies Inc. and PayPal Holdings, Inc. to help ensure a robust peer set and given their strong comparability in terms of size, business dynamics, and executive talent recruitment pool. Workday was positioned at the 53rd percentile for revenue and the 39th percentile for market valuation within this group at the time the group was selected. 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 to inform our pay practices, plan design, and pay levels, we do not specifically set compensation levels based on the percentile levels reflected by the compensation peer group.

  47. Elements of Our Fiscal 2026 Executive Compensation Program

    | | Fiscal 2026 Pay Component | Fiscal 2026 Enhancements | Rationale and Value to Stockholders | | Fixed Pay | Base Salary | Adjustments for select executives as part of multi-year strategy to align cash compensation with market | • Provides market-competitive cash compensation based on experience, skills, and responsibilities as well as alignment to internal pay equity | | At-risk or variable pay | Performance-Based Cash Incentive | Added adjusted non-GAAP operating margin as a financial metric | • Encourages achievement of defined, near-term corporate performance objectives in alignment with Workday’s long term strategic growth objectives • Financial and non-financial metrics help drive efficient growth and stockholder value creation • Adjusted non-GAAP operating margin metric motivates more efficient performance and execution across the company, counterbalancing topline growth • Responds to stockholder feedback received in fiscal 2025 to include a profitability metric | | | Restricted Stock Units | Transitioned away from strictly time-based awards and apportioned 75% of executives’ annual equity award as RSUs | • Incentivizes long-term stockholder value creation and aligns to stockholder interests • Helps attract and retain key executive talent | | | Performance Restricted Stock Units | Introduced three-year PSUs equal to 25% of executives’ annual grant subject to adjusted subscription revenues and adjusted non-GAAP operating margin performance metrics | • Responds to stockholder feedback received in fiscal 2025 to incorporate performance-based equity and aligns with our pay for performance philosophy • No shares vest or are released until after the end of the full three-year performance period, which aligns our NEOs with long-term performance and promotes long-term retention • Award design aligns with the company’s plans to drive durable growth while expanding operating margins |

  48. Elements of Our Fiscal 2026 Executive Compensation Program

    The initial compensation arrangements with our executive officers were generally the result of arm’s-length negotiations between us and each individual executive officer at the time of his or her hire, appointment, or promotion. In fiscal 2026, the Compensation Committee and, with respect to Messrs. Eschenbach and Bhusri, the independent members of our Board of Directors, conducted its regular annual review of our executive compensation program, including an evaluation of competitive market practices; conducted annual performance reviews for our executive officers; reviewed our executive officers’ base salaries and target annual bonus opportunities and adjusted where appropriate; and made annual equity awards. Following deliberation and consideration of the factors discussed below, our Board and Compensation Committee determined that equity awards should continue to be a significant portion of executive compensation.

  49. Cash Bonuses

    Cash Bonuses 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 2026 under, and subject to the terms and conditions of, the Omnibus Bonus Plan. During fiscal 2026, our executive officers, other than Mr. Bhusri, participated in our cash bonus plan that was available to all executive officers. As with fiscal 2025, Mr. Bhusri elected to not participate in our cash bonus plan. Our fiscal 2026 cash bonus plan was designed to drive revenue growth, motivate profitability, 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 2026, company performance was evaluated based on the following goals as set out in our fiscal 2026 cash bonus plan: 80% of the funding of the cash bonus plan was based on a financial performance target based on adjusted subscription revenues and adjusted non-GAAP operating margin and 20% of the funding of the cash bonus plan was driven by a non-financial performance target based on our customer satisfaction (“CSAT”) score.

  50. Company Performance Metrics and Targets

    Company Performance Metrics and Targets After evaluation of multiple potential metrics and considering the rationale for the bonus plan as well as stockholder feedback, in fiscal 2026, the Compensation Committee added adjusted non-GAAP operating margin, along with maintaining adjusted subscription revenues, as the financial performance metric, and maintained our annual customer satisfaction score as the non-financial performance metric to determine the funding of our cash bonus plan. 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.

  51. Company Performance Metrics and Targets

    | Metric | Weight | What It Is | Why It’s Important | | Adjusted subscription revenues and adjusted non-GAAP operating margin(1) | 80% | Fiscal year 2026 GAAP subscription revenues and non-GAAP operating margin, each adjusted for acquisitions with a purchase price of $1.0 billion or more | • Drives long-term durable growth • Adjusted subscription revenues are a strong indicator of the growth of our business and a key metric used by investors to evaluate our financial performance • Adjusted non-GAAP operating margin is a profitability measure tied to management performance and profit generated for stockholders • Threshold performance for either financial metric must be met for any payout under the plan | | 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 • Threshold performance must be met for payout under the non-financial portion of the plan |

  52. Company Performance Metrics and Targets

    Adjusted subscription revenues equals the company’s GAAP subscription revenues as reported in the company’s earnings for fiscal 2026, adjusted for acquisitions with a purchase price of $1.0 billion or more. Adjusted non-GAAP operating margin equals the non-GAAP operating margin as reported in the company’s earnings for fiscal 2026, adjusted for acquisitions with a purchase price of $1.0 billion or more. The payout as a percentage of target calculation for each company performance metric under the cash bonus plan is described in more detail below:

  53. Company Performance Metrics and Targets

    | Financial Target | | | | | | Adjusted Subscription Revenues(1) | | Adjusted Non-GAAP Operating Margin(1) | | | | | | Minimum | Target | Maximum | | | | 27.5% | 28.0% | 29.25% | | Minimum | $8,722.8M | 75.0% | 83.3% | 93.8% | | | $8,761.4M | 84.3% | 92.6% | 103.0% | | Target | $8,800.0M | 91.7% | 100.0% | 110.4% | | | $8,838.6M | 99.1% | 107.4% | 117.8% | | Maximum | $8,892.6M | 112.5% | 120.8% | 131.25% |

  54. Company Performance Metrics and Targets

    | Non-Financial Target – Customer Satisfaction | CSAT Score | Payout (% of Target) | | Minimum | 85.0% – 85.9% | 60% | | | 86.0 – 86.9% | 65% | | | 87.0 – 87.9% | 70% | | | 88.0 – 88.9% | 75% | | | 89.0 – 89.9% | 80% | | | 90.0 – 90.9% | 85% | | | 91.0 – 91.9% | 90% | | | 92.0 – 92.9% | 95% | | Target | 93.0% – 94.9% | 100% | | | 95.0 – 95.9% | 105% | | Maximum | 96%+ | 110% |

  55. Company Performance Metrics and Targets

    (1) Subject to linear interpolation for achievement and payout between each indexed value.

  56. Achievement and Payout

    Achievement and Payout First Half Payout Eligible participants, including executives, who participated in the cash bonus plan were eligible for semi-annual payments in fiscal 2026. Evaluating performance at the mid-year mark helps ensure that executive focus remains disciplined throughout the entire fiscal year and recognizes the successful completion of short-term initiatives. Any payment made during the first half of the year is factored into the final full year payout, so participants do not receive an overall payout that is more than the payout for the level of achievement for the full fiscal year. For fiscal 2027, in alignment with stockholder feedback, executive officers, including Mr. Bhusri, will participate in a cash bonus plan that does not include a mid-year payout. For the fiscal 2026 first half payout, the company performance metric was capped at a maximum of 40% of the total full year funding and was calculated using only the financial target of forecasted adjusted subscription revenues and adjusted non-GAAP operating margin as of the end of the company’s second fiscal quarter. The portion of the bonus pool related to the non-financial metric was not eligible to be funded for the first half payment. Following the conclusion of the company’s second fiscal quarter of fiscal 2026, it was determined that based on the company’s forecasted adjusted subscription revenues and non-GAAP operating margin as of the end of the second fiscal quarter, the company performance metric would be funded at 40% of full year target bonus for the first half payout. Full Year Payout Following the conclusion of fiscal 2026, the Compensation Committee reviewed the level of achievement of each company performance metric against the pre-established targets. The achievement level certified by the Compensation Committee and corresponding funding of the fiscal 2026 cash bonus plan is set forth below:

  57. Achievement and Payout

    | Metric | Fiscal 2026 Result | Funding (% of Target) | Weight | | Total Funding | | Adjusted subscription revenues | $8.78 billion | 107.2%x | 80% | → | 101.8% | | Adjusted non-GAAP operating margin | 29.9% | | | | | | Customer satisfaction score | 89.7% | 80.0%x | 20% | | |

  58. Achievement and Payout

    For full year fiscal 2026, 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 101.8% of each NEO’s respective annual targets for fiscal 2026, largely due to the outperformance of our adjusted non-GAAP operating margin achievement against the target. 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. This decision reflects the Committee’s assessment of the highly integrated nature of our executive team’s efforts in a year characterized by a challenging macroeconomic environment.

  59. Achievement and Payout

    | Named Executive Officer | Fiscal 2026 Annual Cash Bonus Paid(1) | Target Annual Bonus Opportunity (% of Base Salary) | % of Target Bonus Paid | | Carl M. Eschenbach(2) | $1,556,712 | 150% | 100.0% | | Aneel Bhusri | — | — | — | | Zane Rowe | 439,603 | 60% | 101.8% | | Gerrit Kazmaier | 384,067 | 60% | 101.8% | | Richard H. Sauer | 347,350 | 60% | 101.8% |

  60. Achievement and Payout

    (1) Inclusive of first half payout of the fiscal 2026 cash bonus plan. The annual cash bonus paid is based on each NEO’s base salary applicable during fiscal 2026 and is prorated to account for base salary changes during the fiscal year. (2) Pursuant to the terms of his Executive Separation Agreement, Mr. Eschenbach received a total payout of the fiscal 2026 cash bonus plan based on target achievement.

  61. Equity-Based Awards

    Equity-Based Awards We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program and the majority of the target total direct compensation of our executive officers is provided through equity awards. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers, including our NEOs, to create value for our stockholders. 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, 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. Equity awards also help us retain qualified executive officers in a competitive market.

  62. Fiscal 2026 Equity Awards

    Fiscal 2026 Equity Awards The equity awards granted to our NEOs in fiscal 2026 were comprised of 25% PSUs and 75% RSUs. The initial 25% allocation of equity awards as PSUs demonstrates responsiveness to stockholder feedback while allowing the Compensation Committee to evaluate the effectiveness of the performance-based equity and the transition of the pay mix. We expect the structure of our go-forward equity compensation program to continue with a similar structure, and the Compensation Committee will continue to assess market standards and consider stockholder feedback with respect to the equity compensation mix in its annual review of our executive compensation program. Mr. Bhusri’s fiscal 2026 awards were granted to him for his role as Executive Chair and are separate from the awards granted upon his appointment to Chief Executive Officer in early fiscal 2027. Mr. Bhusri is not eligible for additional equity awards until fiscal 2028. The total equity awards granted to our NEOs in fiscal 2026 were as follows:

  63. Fiscal 2026 Equity Awards

    | Named Executive Officer | Grant Date | Total Target Value of Equity Awards(2)(3) ($) | Fiscal 2026 PSUs(1) | | RSU Award(4) (#) | | | | | Target Award (#) | Maximum Award (#) | | | Carl M. Eschenbach | 4/21/2025 | 30,000,000 | 32,204 | 48,306 | 96,612 | | Aneel Bhusri | 4/21/2025 | 20,000,000 | 21,469 | 32,203 | 64,408 | | Zane Rowe | 4/21/2025 | 13,000,000 | 13,955 | 20,932 | 41,865 | | Gerrit Kazmaier(5) | 4/5/2025 | 12,000,000 | — | — | 49,490(6) | | | 4/5/2025 | 18,000,000 | — | — | 74,235 | | Richard H. Sauer | 4/21/2025 | 9,000,000 | 9,661 | 14,491 | 28,983 |

  64. Fiscal 2026 Equity Awards

    (1) Final achievement of goals for performance shares granted in fiscal 2026 will be certified by the Committee following the completion of the applicable three-year performance period for continuing executives. The amounts in the table reflect the total number of performance shares granted for the three-year performance period at target and maximum, and, therefore, are not the same as the amounts reported in the “Executive Compensation — Grants of Plan-Based Awards in Fiscal 2026” table, which are determined in accordance with financial accounting rules as described in footnote 3 below. (2) Total target equity value for each NEO, with the exception of Mr. Kazmaier, is allocated between PSUs and RSUs as described above under the section titled “Elements of our Fiscal 2026 Executive Compensation Program — Equity-Based Awards.” (3) Total target value reported in this table applies to the target value of the entire equity award granted to each NEO. The value differs from the grant date fair value amounts reported for the NEOs for fiscal 2026 in the Summary Compensation Table under the “Stock Awards” column. Amounts shown in the Summary Compensation Table are computed in accordance with ASC Topic 718, under which the grant date fair value for a performance award is not determined until the fiscal year in which the performance metrics are established. For the fiscal 2026 PSUs, the annual goal is determined at the beginning of each performance period for fiscal 2026, 2027, and 2028. Accordingly, only the grant date fair value for the fiscal 2026 annual goal is reflected in the Summary Compensation Table for fiscal 2026. Please see the section below titled “Elements of our Fiscal 2026 Executive Compensation Program — Equity-Based Awards — Fiscal 2026 PSUs” for a description of the awards. (4) 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. (5) New hire RSUs with an aggregate target equity value of $30,000,000 were granted to Mr. Kazmaier in connection with his appointment as President, Product & Technology. (6) Subject to a vesting term of two years with one-eighth of such award vesting three months from the vesting start date and the balance vesting in equal quarterly installments thereafter.

  65. Fiscal 2026 RSUs

    Fiscal 2026 RSUs In addition to the fiscal 2026 PSUs, the Compensation Committee granted time-based RSUs to our NEOs in order to satisfy our retention objectives and promote continuity in our business while furthering NEO and stockholder alignment through emphasis on variable pay, the value of which is tied to our stock price. The RSU awards granted in fiscal year 2026 vest over four years (other than certain new hire awards granted to Mr. Kazmaier). Accordingly, 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. 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.

  66. Fiscal 2026 PSUs

    Fiscal 2026 PSUs In April 2025, our Compensation Committee awarded PSUs to our NEOs (other than Mr. Kazmaier) to support the successful execution of our profitable growth initiatives and to respond to stockholder feedback. Shares subject to the fiscal 2026 PSUs may be earned based on the achievement of financial goals over a three-year period by averaging the achievement of three separate annual performance metrics. Each of the three annual goals is established at the commencement of the applicable year. Results for each performance period are averaged over the three-year period and overall attainment is certified by the Compensation Committee after the end of the three-year performance period. No shares vest or are released for continuing executives until after the end of the full three-year performance period to focus our executives on our long-term performance and promote long-term retention. The Compensation Committee believes that three annual financial goals, rather than a single three-year goal, allow the Compensation Committee to set more aggressive goals and measure performance in a manner that reflects the dynamic nature of our business and the company’s long-term trajectory over that three-year period. Our annual goal design provides flexibility to set aggressive target achievements each year based on market conditions and performance plans at that time and is aligned with practices at peers with whom we compete for talent. The approach of three annual financial goals is balanced by having no earned shares eligible to vest until after the full, three-year PSU performance period has concluded. Each year’s performance is equally weighted. Achievement for each year is averaged at the end of the three-year period. Any PSUs that are earned at the end of the three-year performance period will vest and settle into shares of our common stock upon certification of the achievement level. For the fiscal 2026 performance period, the Compensation Committee determined that the annual goal would be based on the sum of (a) Adjusted subscription revenues growth plus (b) adjusted non-GAAP operating margin. Adjusted subscription revenues growth is calculated as the change in the company’s GAAP subscription revenues as reported in the company’s earnings for fiscal 2026 as compared to fiscal 2025, adjusted for acquisitions with a purchase price of $1.0 billion or more. Adjusted non-GAAP operating margin means the non-GAAP operating margin as reported in the company’s earnings for fiscal 2026, adjusted for acquisitions with a purchase price of $1.0 billion or more. For the fiscal 2026 performance period, the Compensation Committee approved the Target Annual Goal of 42%, which is aligned with the fiscal 2026 full year subscription revenues growth and non-GAAP operating margin guidance of 14% and 28%, respectively, that we provided at our fiscal 2025 fourth quarter earnings. The payout percentage for the fiscal 2026 performance period ranges from 50% to 150% and Threshold performance must be attained for any portion of the fiscal 2026 tranche to be achieved.

  67. Fiscal 2026 PSUs

    | | FY26 PSU Annual Goal | FY26 PSU Payout Percentage (to be included into Three-Year Average) | | Threshold | 39% | 50% | | Target | 42% | 100% | | Maximum | 45% | 150% |

  68. Fiscal 2026 PSUs

    (1) Subject to linear interpolation for performance between the threshold and target levels and between the target and maximum levels, as applicable.

  69. Fiscal 2026 PSU — Fiscal 2026 Performance Period Results

    Fiscal 2026 PSU — Fiscal 2026 Performance Period Results In February 2026, the Compensation Committee certified the achievement of the fiscal 2026 Annual Goal at 43.7%, resulting in a 128.3% payout percentage. The achievement was based on 13.8% adjusted subscription revenues growth and 29.9% adjusted non-GAAP operating margin. As discussed above, the fiscal 2026 achievement percentage will be averaged with the achievement percentages for fiscal 2027 and fiscal 2028, such that no portion of this fiscal 2026 amount will vest until the full three-year performance period has concluded for continuing NEOs and each NEO’s PSU award is subject to such NEO’s continued employment until such date.

  70. Executive Severance and Change in Control Policy

    Executive Severance and Change in Control Policy Under the Workday, Inc. Executive Severance and Change in Control Policy, as amended (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). 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.”

  71. 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, 2026, termination of employment due to death or permanent disability is set forth in the section “Potential Payments Upon Termination or Change in Control”.

  72. 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 (or a committee thereof) 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.

  73. 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 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.

  74. 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 and may require the forfeiture, recovery, or reimbursement of all incentive compensation and time-based equity from a Section 16 officer or certain other executive officers in the event of misconduct.

  75. 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, PSUs, and purchases under our ESPP. For RSUs and PSUs, fair value is based on the closing price of our common stock on the grant date. Compensation expense for RSUs, net of estimated forfeitures, is recognized on a straight-line basis over the requisite service period, which is generally the same as the vesting period. Compensation expense for PSUs is recognized using the accelerated attribution method over the requisite service period when it is probable that the performance conditions will be satisfied. For shares issued under the ESPP, fair value is estimated using the Black-Scholes option-pricing model. Compensation expense for ESPP is recognized on a straight-line basis over the offering period. This calculation is performed for accounting purposes and reported in the compensation tables below.

  76. 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, 2026, 2025, and 2024.

  77. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation | Total | | Aneel Bhusri Co-Founder, Chief Executive Officer, and Chair of the Board(4) | 2026 | $65,000 | $— | $15,322,067 | $— | $3,844,259(5) | $19,231,325 | | | 2025 | 65,000 | — | 14,345,480 | — | 3,694,040 | 18,104,519 | | | 2024 | 65,000 | — | 44,275,281 | — | 2,994,375 | 47,334,656 | | Carl M. Eschenbach Former Chief Executive Officer and Director | 2026 | 1,037,808 | — | 22,982,993 | 1,556,712 | 454,194(6) | 26,031,706 | | | 2025 | 1,000,000 | — | 23,909,133 | 1,225,500 | 38,559 | 26,173,192 | | | 2024 | 1,000,000 | — | — | 1,500,000 | 21,664 | 2,521,664 | | Zane Rowe Chief Financial Officer | 2026 | 720,000 | — | 9,959,290 | 439,603 | 28,187(7) | 11,147,080 | | | 2025 | 715,082 | 1,000,000 | 11,377,159 | 350,533 | 13,841 | 13,456,614 | | | 2024 | 452,308 | 1,000,000 | 36,759,274 | 224,384 | 657 | 38,436,623 | | Gerrit Kazmaier President, Product and Technology | 2026 | 629,041 | 500,000 | 26,865,647 | 384,067 | 11,969(8) | 28,390,724 | | Richard H. Sauer Chief Legal Officer and Head of Corporate Affairs | 2026 | 568,904 | — | 6,894,876 | 347,350 | 12,000(9) | 7,823,130 | | | 2025 | 545,616 | — | 8,058,705 | 265,391 | 12,440 | 8,882,151 | | | 2024 | 516,981 | — | 8,323,857 | 257,500 | 15,839 | 9,114,178 |

  78. 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. Kazmaier 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 was paid on the one-year anniversary of his start date). (2) The amounts reported in the Stock Awards column, including RSUs and PSUs, 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 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, 2026. 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. For the fiscal 2026 PSUs granted to each of Messrs. Bhusri, Eschenbach, Rowe, and Sauer, the annual goal is determined at the beginning of each performance period for fiscal 2026, 2027, and 2028. In accordance with ASC Topic 718, only the grant date fair value for the shares eligible to be earned pursuant to the fiscal 2026 annual goal is reflected in the Summary Compensation Table for fiscal 2026, assuming 100% target achievement. The shares eligible to be earned pursuant to the fiscal 2027 and 2028 annual goals do not have a reportable grant date fair value under ASC Topic 718 and are not included in this table. As noted above in the Compensation Discussion and Analysis, the PSUs have a maximum payout of 150% of the target shares. The grant date fair values of the fiscal 2026 PSUs included for fiscal 2026, assuming maximum achievement of the fiscal 2026 annual goal, are as follows: Mr. Bhusri: $2,298,364; Mr. Eschenbach: $3,447,438; Mr. Rowe: $1,493,990; and Mr. Sauer: $1,034,317. (3) For all NEOs, reported amounts reflect payment of bonuses pursuant to the fiscal 2026 cash bonus plan, which was adopted pursuant to the Omnibus Bonus Plan. As described under “Elements of Our Executive Compensation Program — Cash Bonuses,” the cash bonus amounts earned are based on the performance of Workday relative to predetermined financial and non-financial goals for fiscal 2026 and the performance of the individual NEO. Pursuant to the terms of his Executive Separation Agreement, Mr. Eschenbach received a total payout of the fiscal 2026 cash bonus plan based on target achievement. (4) Mr. Eschenbach served as our Chief Executive Officer and Mr. Bhusri served as our Executive Chair as of the end of fiscal 2026. On February 6, 2026, Mr. Bhusri was appointed our Chief Executive Officer and Mr. Eschenbach stepped down and his services to Workday terminated. (5) This amount includes (i) matching contributions under Workday’s 401(k) plan of $2,025, (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 $3,156,720, (iii) income tax gross-up in respect of a company gift of $1,215, (iv) a company gift, and (v) personal air travel expenses in the amount of $683,062, which represents 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.” This amount includes (i) matching contributions under Workday’s 401(k) plan of $11,654, (ii) aggregate incremental costs paid by Workday for security arrangements provided for Mr. Eschenbach that are in addition to security arrangements provided while at work or on business travel in the amount of $388,972, (iii) income tax gross-up of $7,033 in respect of guest attendance at a company event and a company gift, (iv) Workday-paid costs for guest attendance at a company event and a company gift, (v) non-security car service, (vi) an executive health physical service in the amount of $10,949, and (vii) personal air travel expenses in the amount of $26,721, 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.” (7) This amount includes (i) matching contributions under Workday’s 401(k) plan of $11,331, (ii) an executive health physical service in the amount of $15,949, (iii) income tax gross-up in respect of a company gift in the amount of $450, and (iv) a company gift. (8) This amount includes (i) an executive health physical service in the amount of $10,000, (ii) income tax gross-up in respect of a company gift in the amount of $953, and (iii) a company gift. (9) This amount includes (i) matching contributions under Workday’s 401(k) plan of $11,250, (ii) income tax gross-up in respect of a company gift in the amount of $372, and (iii) a company gift.

  79. Grants of Plan-Based Awards in Fiscal 2026

    Grants of Plan-Based Awards in Fiscal 2026 The following table provides information regarding grants of incentive plan-based awards made to each of our NEOs during fiscal 2026 under our fiscal 2026 cash bonus plan and our 2022 Equity Incentive Plan. In accordance with SEC rules, this table presents performance awards as having been granted in the fiscal year in which the performance goals were established, and if an award has multiple performance periods, the portion relating to each performance period is treated as a separate grant.

  80. Grants of Plan-Based Awards in Fiscal 2026

    | | | | | | | Equity Grants | | | | | | | | | Estimated Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Award Type | Grant Date | Threshold | Target | Maximum | Threshold (#) | Target (#) | Maximum (#) | | | | Aneel Bhusri | RSU | 4/21/2025 | $— | $— | $— | — | — | — | 64,408 | $13,789,753 | | | PSU | 4/21/2025 | — | — | — | 3,578 | 7,157 | 10,735 | — | 1,532,314 | | Carl M. Eschenbach | Cash Bonus | N/A | 1,120,833 | 1,556,712 | 2,965,536 | — | — | — | — | — | | | RSU | 4/21/2025 | — | — | — | — | — | — | 96,612 | 20,684,629 | | | PSU | 4/21/2025 | — | — | — | 5,367 | 10,735 | 16,102 | — | 2,298,364 | | Zane Rowe | Cash Bonus | N/A | 311,040 | 432,000 | 822,960 | — | — | — | — | — | | | RSU | 4/21/2025 | — | — | — | — | — | — | 41,865 | 8,963,297 | | | PSU | 4/21/2025 | — | — | — | 2,326 | 4,652 | 6,978 | — | 995,993 | | Gerrit Kazmaier | Cash Bonus | N/A | 271,746 | 377,425 | 718,995 | — | — | — | — | — | | | RSU | 4/05/2025 | — | — | — | — | — | — | 49,490(5) | 10,746,259 | | | RSU | 4/05/2025 | — | — | — | — | — | — | 74,235 | 16,119,388 | | Richard H. Sauer | Cash Bonus | N/A | 245,766 | 341,342 | 650,257 | — | — | — | — | — | | | RSU | 4/21/2025 | — | — | — | — | — | — | 28,983 | 6,205,260 | | | PSU | 4/21/2025 | — | — | — | 1,610 | 3,221 | 4,831 | — | 689,616 |

  81. Grants of Plan-Based Awards in Fiscal 2026

    (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 72% of the total target payout opportunity and a 100% individual performance multiplier, and the “maximum” payout amounts shown reflect a 127% company performance multiplier and a 150% individual performance multiplier. Represents the fiscal 2026 PSUs, that were considered, under ASC Topic 718, to have been granted in fiscal 2026 under our 2022 Equity Incentive Plan and do not represent the actual economic value that may ultimately be realized by the NEOs. These columns show the awards that are possible at the threshold, target, and maximum levels of performance for the fiscal 2026 annual performance period for the fiscal 2026 PSUs. If the company does not achieve the threshold goal for the applicable performance period, zero shares will be earned for such performance period. None of the fiscal 2026 PSUs will vest until after the full three-year performance period has concluded for continuing executives. Final achievement of the goals for the fiscal 2026 PSUs will be certified by the Compensation Committee following the completion of the full three-year performance period. See the section titled “Compensation Discussion and Analysis — Elements of Our Fiscal 2026 Executive Compensation Program — Equity-Based Awards — Fiscal 2026 PSUs” for additional discussion. The shares eligible to be earned pursuant to the fiscal 2027 and 2028 annual performance periods of the fiscal 2026 PSUs do not have a reportable grant date fair value under ASC Topic 718 because their performance metrics were not established upon the date of grant and will instead be established at the start of the applicable fiscal year, and, accordingly, are not included in this table. 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. (4) 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. (5) This award is subject to a vesting term of two years with one-eighth of such award vesting three months from the vesting start date and the balance vesting in equal quarterly installments thereafter.

  82. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding and unvested RSU, PSU, and PVU awards held by our NEOs as of January 31, 2026.

  83. Outstanding Equity Awards at Fiscal Year-End

    | | | STOCK AWARDS | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock That Have Not Vested | | Aneel Bhusri | 4/21/2025 | 64,408 | $11,311,977 | — | $— | | | 4/21/2025 | 9,182(3) | 1,612,635 | — | — | | | 4/24/2024 | 31,554 | 5,541,829 | — | — | | | 4/25/2023 | 48,055 | 8,439,900 | — | — | | | 4/20/2022 | 3,994 | 701,466 | — | — | | Carl M. Eschenbach(4) | 4/21/2025 | 96,612 | 16,967,966 | — | — | | | 4/21/2025 | 13,773(3) | 2,418,952 | — | — | | | 4/24/2024 | 52,589 | 9,236,206 | — | — | | | 12/28/2022 | 75,914 | 13,332,776 | — | — | | | 12/28/2022 | 77,596(5) | 13,628,185 | 101,216(6) | 6,663,792(7) | | Zane Rowe | 4/21/2025 | 41,865 | 7,352,750 | — | — | | | 4/21/2025 | 5,968(3) | 1,048,160 | — | — | | | 4/22/2024 | 25,243 | 4,433,428 | — | — | | | 7/5/2023 | 30,963(7) | 5,438,032 | — | — | | Gerrit Kazmaier | 4/5/2025 | 30,932(8) | 5,432,587 | — | — | | | 4/5/2025 | 74,235 | 13,037,893 | — | — | | Richard H. Sauer | 4/21/2025 | 28,983 | 5,090,284 | — | — | | | 4/21/2025 | 4,132(3) | 725,703 | — | — | | | 4/22/2024 | 17,880 | 3,140,264 | — | — | | | 4/20/2023 | 13,616 | 2,391,378 | — | — | | | 4/20/2022 | 2,263 | 397,451 | — | — |

  84. 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, earned and unvested PSUs, 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 30, 2026, the last trading day of our fiscal year, which was $175.63. (3) This amount represents fiscal 2026 PSU shares eligible to vest based on actual achievement of the fiscal 2026 annual goal, for which the performance period was complete as of the end of fiscal 2026 and certification for such performance period has been completed. No portion of this amount will vest until the full three-year performance period has concluded for continuing NEOs and each NEO’s PSU award is subject to such NEO’s continued employment until such date. The shares associated with the fiscal 2027 and fiscal 2028 performance periods for the fiscal 2026 PSUs are not shown in this table as they are not considered granted in fiscal 2026 under ASC Topic 718. Mr. Eschenbach stepped down as our Chief Executive Officer, effective February 6, 2026, at which point, pursuant to the terms of Mr. Eschenbach’s Executive Separation Agreement and our Executive Severance Policy, the vesting of certain of his RSUs and PSUs was accelerated and Tranche 3 of the PVUs granted to Mr. Eschenbach in fiscal 2023 were forfeited. See “Termination or Change in Control — Carl M. Eschenbach Separation Agreement” for further details. Represents the Tranche 1 and Tranche 2 PVUs granted to Mr. Eschenbach in fiscal 2023 that had achieved their respective share price targets and remain subject to service-based vesting on a monthly basis as of January 31, 2026, with full vesting to have occurred by December 5, 2027. Mr. Eschenbach stepped down as our Chief Executive Officer effective February 6, 2026, at which point, pursuant to the terms of Mr. Eschenbach’s Executive Separation Agreement and our Executive Severance Policy, 40,487 of such shares were accelerated and vested after the end of fiscal 2026 and the Tranche 3 PVUs were forfeited. See “Termination or Change in Control — Carl M. Eschenbach Separation Agreement” for further details. (6) Represents the Tranche 3 PVUs granted to Mr. Eschenbach in fiscal 2023 that remained subject to the achievement of the Tranche 3 share price target as of the end of fiscal 2026. 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 30, 2026, computed in accordance with ASC Topic 718 using the Monte Carlo simulation model. Pursuant to the terms of Mr. Eschenbach’s Executive Separation Agreement and our Executive Severance Policy, Mr. Eschenbach forfeited these unachieved shares at the end of fiscal 2026. See “Termination or Change in Control — Carl M. Eschenbach Separation Agreement” for further details. (7) 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. (8) Represents RSUs granted to Mr. Kazmaier in connection with his appointment as our President, Product and Technology that vested or will vest as to one-eighth of the underlying shares on July 5, 2025, and then quarterly thereafter, subject to continued service with Workday on the applicable vesting dates.

  85. Stock Vested in Fiscal 2026

    Stock Vested in Fiscal 2026 The following table summarizes the value realized by our NEOs on stock vested during fiscal 2026.

  86. Stock Vested in Fiscal 2026

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Aneel Bhusri | 82,657 | $18,506,093 | | Carl M. Eschenbach | 157,301 | 36,628,612 | | Zane Rowe | 60,916 | 13,741,131 | | Gerrit Kazmaier | 18,558 | 4,231,410 | | Richard H. Sauer | 35,083 | 7,845,288 |

  87. Stock Vested in Fiscal 2026

    (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.

  88. 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.

  89. 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, which was Mr. Eschenbach, 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 2026 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 2026 was $26,031,706. The total annual compensation of our median employee for fiscal 2026 was $218,717, calculated in the same manner as the compensation for Mr. Eschenbach in accordance with SEC rules. For additional information about the compensation of our Chief Executive Officer, see the “Compensation Discussion and Analysis” section elsewhere in this Proxy Statement. Since there have been no significant changes to our employee population or employee compensation programs during fiscal 2026 that would affect our pay ratio disclosure, we used the same median employee disclosed in last year’s Proxy Statement, as permitted by SEC rules. In determining that it was still appropriate to utilize our fiscal 2025 median employee for fiscal 2026, we considered that there were no material changes to that employee’s job description or compensation structure during fiscal 2026. 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.

  90. 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 the “Executive Compensation — Compensation Discussion and Analysis” section above. 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.

  91. 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 ($ billions)(9) | | | | | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return | | | | (a) | (b)(1) | (c)(1) | (b)(2) | (c)(2) | (b)(3) | (c)(3) | (d) | (e) | (f) | (g) | (h) | (i) | | Fiscal 2026 | 26,031,706 | (17,705,405) | — | — | — | — | 16,648,065 | 8,729,859 | 77 | 125 | 693 | 8.78 | | 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 |

  92. Pay Versus Performance

    (1) Carl Eschenbach served as our Co-Chief Executive Officer from December 20, 2022, through January 2024, and subsequently served as our sole Chief Executive Officer through the end of our fiscal 2026 and until February 6, 2026. (2) Aneel Bhusri served as our Co-Chief Executive Officer from August 2020 through January 2024, and subsequently served as our Executive Chair until February 6, 2026. 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:

  93. Pay Versus Performance

    | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | Aneel Bhusri | Aneel Bhusri | James J. Bozzini | James J. Bozzini | James J. Bozzini | | Gerrit Kazmaier | Sayan Chakraborty | Sayan Chakraborty | Barbara A. Larson | Douglas A. Robinson | | Zane Rowe | Robert Enslin | Barbara A. Larson | Douglas A. Robinson | Richard H. Sauer | | Richard H. Sauer | Douglas A. Robinson | Douglas A. Robinson | Richard H. Sauer | Robynne D. Sisco | | | Zane Rowe | Zane Rowe | | |

  94. Pay Versus Performance

    Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as required by Item 402(v) of Regulation S-K, as set forth in the tables below. The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in ASC Topic 718. The fair values of RSU 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. Compensation Actually Paid to Mr. Eschenbach for fiscal 2026 reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  95. Pay Versus Performance

    | | Fiscal 2026 | | Total Reported in Summary Compensation Table (SCT)($) | 26,031,706 | | Less, value of Stock Awards reported in SCT | 22,982,993 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 18,853,354 | | Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding(i) | (35,013,784) | | 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) | (4,593,688) | | Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | — | | Total Adjustments | (20,754,118) | | Compensation Actually Paid | (17,705,405) |

  96. Pay Versus Performance

    (i) Reflects Mr. Eschenbach’s unvested time-based RSUs, unearned portions of the PVU award that remained eligible for achievement as of January 31, 2026 and earned portion of the PVU award that remained subject to on-going time based vesting as of January 31, 2026. 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, 2026. 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 2026 and earned portions of the PVU award that also became time-vested during fiscal 2026. 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:

  97. Pay Versus Performance

    | | Fiscal 2026 | | Total Reported in Summary Compensation Table (SCT)($) | 16,648,065 | | Less, value of Stock Awards reported in SCT | 14,760,470 | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | 11,216,303 | | Plus, Change in Fair Value of Prior Year Awards that are Unvested and Outstanding | (3,750,371) | | Plus, FMV of Awards Granted this Year and that Vested this Year | 1,057,852 | | Plus, Change in Fair Value (from prior year-end) of Prior Year Awards that Vested this year | (1,681,520) | | Less Prior Year Fair Value of Prior Year Awards that Failed to vest this year | — | | Total Adjustments | 6,842,264 | | Compensation Actually Paid | 8,729,859 |

  98. Pay Versus Performance

    (7) The Peer Group Total Stockholder 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, 2026. The comparison assumes $100 was invested for the period starting January 31, 2021, through the end of the listed year in Workday Class A common stock and in the S&P 1500 Application Software Index, respectively, and assumes the reinvestment of any dividends. 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 revenues 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 2026. Subscription revenues primarily consist of fees that give our customers access to our cloud applications, which include related customer support. Subscription revenues are recognized over time as services are delivered, beginning on the date our service is made available to the customer. Adjusted subscription revenues are subscription revenues adjusted for the impact of acquisitions over $1 billion. 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 related to the modification of 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. These amounts are non-cash charges reportable for the accounting modification and are not additional amounts received by Mr. Bhusri.

  99. 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.

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

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Stockholder 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 five most recently completed fiscal years.

  101. Compensation Actually Paid versus Total Stockholder Return

    Compensation Actually Paid versus Total Stockholder Return

  102. 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 five most recently completed fiscal years.

  103. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  104. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted Subscription Revenues

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted Subscription Revenues 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 revenues during the five most recently completed fiscal years.

  105. Compensation Actually Paid versus Adjusted Subscription Revenue

    Compensation Actually Paid versus Adjusted Subscription Revenue

  106. Termination or Change in Control

    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).

  107. Termination or Change in Control

    | | Chief Executive Officer | All Other Eligible Executive Officers | | Non-CIC Qualifying Termination | • 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(1) • 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 |

  108. Termination or Change in Control

    (1) Effective April 20, 2026, the Compensation Committee approved an amendment to the Executive Severance Policy to revise the carveout for any equity awards granted within the 12 months prior to the Non-CIC Qualifying Termination to any equity awards granted within the three months prior to the Non-CIC Qualifying Termination from the Non-CIC Qualifying Termination acceleration benefit.

  109. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table sets forth quantitative estimates of the benefits that would have accrued to our NEOs in the event of a Non-CIC Qualifying Termination or a CIC Qualifying Termination, assuming their employment had terminated as of January 31, 2026, the last day of fiscal 2026. Pursuant to company policy, if our NEOs are terminated due to death or permanent disability, all outstanding time-based equity awards will vest upon termination. The quantitative estimates payable to our NEOs upon termination due to death or permanent disability are equal to the amounts disclosed in the “Intrinsic Value of Accelerated Equity Awards” column for CIC Qualifying Termination in the table below.

  110. Potential Payments Upon Termination or Change in Control

    | Name | Cash Severance | Cash Target Bonus | Benefit Continuation | Intrinsic Value of Accelerated Equity Awards | Total | | | | | | RSU, PSU, and PVU Awards(1) | | | Aneel Bhusri | | | | | | | Non-CIC Qualifying Termination | 65,000 | | 17,193 | 11,529,056 | 11,611,249 | | CIC Qualifying Termination | 65,000 | — | 17,193 | 27,607,807 | 27,690,000 | | Carl M. Eschenbach | | | | | | | Non-CIC Qualifying Termination(2) | 2,625,000 | 959,751 | 48,630 | 26,967,911 | 30,601,291 | | CIC Qualifying Termination(3) | 2,100,000 | 3,150,000 | 97,259 | 55,584,360 | 60,931,619 | | Zane Rowe | | | | | | | Non-CIC Qualifying Termination | 720,000 | 259,200 | 48,630 | 6,643,907 | 7,671,737 | | CIC Qualifying Termination | 720,000 | 432,000 | 48,630 | 18,272,370 | 19,472,999 | | Gerrit Kazmaier | | | | | | | Non-CIC Qualifying Termination | 700,000 | 286,343 | 48,630 | 5,703,936 | 6,738,908 | | CIC Qualifying Termination | 700,000 | 420,000 | 48,630 | 18,470,480 | 19,639,110 | | Richard H. Sauer | | | | | | | Non-CIC Qualifying Termination | 575,000 | 209,950 | 48,630 | 4,431,672 | 5,265,251 | | CIC Qualifying Termination | 575,000 | 345,000 | 48,630 | 11,745,081 | 12,713,710 |

  111. Potential Payments Upon Termination or Change in Control

    (1) The estimated benefit amount of unvested RSUs and earned and unvested PSUs was calculated by multiplying the applicable number of unvested RSUs and earned and unvested PSUs, assuming the completion of the fiscal 2026 annual performance period of the fiscal 2026 PSUs, held by the applicable NEO by the closing price of our Class A common stock on January 30, 2026, the last trading day of our fiscal year, which was $175.63. Reflects benefits Mr. Eschenbach was eligible to receive under the Executive Severance Policy as of January 31, 2026, prior to Mr. Eschenbach stepping down as Chief Executive Officer. The value of accelerated vesting for Mr. Eschenbach includes (i) outstanding time-based RSUs vesting in the next 12 months, excluding equity awards granted within last 12 months, (ii) outstanding earned PSUs, assuming the completion of the fiscal 2026 annual performance period of the fiscal 2026 PSUs, and (iii) outstanding Tranche 1 and Tranche 2 PVUs vesting in the next 12 months that remained subject to the service vesting requirement as of January 31, 2026, and is calculated based on the closing price of our Class A common stock on January 30, 2026, the last trading day of our fiscal year, which was $175.63. The value of accelerated vesting for Mr. Eschenbach includes (i) outstanding time-based RSUs as of January 31, 2026, excluding equity awards granted within last 12 months, (ii) outstanding earned PSUs, assuming the completion of the fiscal 2026 annual performance period of the fiscal 2026 PSUs, and (iii) the outstanding Tranche 1 and Tranche 2 PVUs that remained subject to the service vesting requirement. The Price Hurdle for Tranche 3 ($272.72) would not be achieved when using $175.63, the closing price of our Class A common stock on January 30, 2026, as the assumed change in control per share value. The estimated benefit amount of the PVUs was calculated by multiplying the number of outstanding unvested PVUs in Tranche 1 and Tranche 2 by the closing price of our Class A common stock on January 30, 2026, the last trading day of our fiscal year, which was $175.63.