DEF 14A of Workiva Inc
Filed Apr 17, 2024 · FY20230001445305-24-000058
How do I recommend a director nominee?
How do I recommend a director nominee? If you wish to nominate an individual for election as director at the 2025 annual meeting of stockholders, we must receive your written nomination on or after January 31, 2025, but no later than March 1, 2025. You should send your proposal to: Workiva Inc., 2900 University Boulevard, Ames, Iowa 50010, Attention: Corporate Secretary. As detailed in our Bylaws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (i) the name, age, business address and residence address of each nominee proposed in such notice; (ii) the principal occupation or employment of each such nominee; (iii) the number of shares of Workiva capital stock that are owned of record and beneficially by each such nominee (if any); (iv) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; (v) the consent of the nominee to being named in any proxy materials as a nominee and to serving as a director if elected; and (vi) as to you and the beneficial owner, if any, on whose behalf the nomination is made: (A) your name and address as they appear on our books and of any such beneficial owner; (B) the class and number of our shares that are owned by you (beneficially and of record) or by any such beneficial owner as of the date of your notice, and a representation that you will notify us, promptly following the later of the record date for the meeting or the date notice of the record date for the meeting is first publicly disclosed, in writing of the class and number of such shares owned by you (beneficially and of record) or by any such beneficial owner as of the record date for the meeting; (C) a description of any agreement, arrangement or understanding with respect to such nomination between or among you, any such beneficial owner and any of you or their respective affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that you will notify us, promptly following the later of the record date or the date notice of the record date is first publicly disclosed, in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting; (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of your notice by, or on behalf of, you, any such beneficial owner, or any of your or their respective affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of you, any such beneficial owner, or any of your or their respective affiliates or associates with respect to shares of our stock, and a representation that you will notify us, promptly following the later of the record date or the date notice of the record date is first publicly disclosed, in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting; (E) a representation that you are a holder of record of our shares entitled to vote at the meeting and intend to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (F) a representation whether you or any such beneficial owner intends or is part of a group that intends to deliver a proxy statement and/or form of proxy and/or otherwise to solicit proxies from stockholders in support of the nomination; and (G) any other information relating to you or any such beneficial owner required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such nominee. In addition to satisfying the foregoing requirements under our Bylaws, including the timelines, to comply with the universal proxy rules, if you intend to solicit proxies in support of director nominees other than our nominees for the 2025 annual meeting, you must include in your notice the information required by Rule 14a-19 of the Exchange Act.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Certificate of Incorporation provides that our Board must consist of two or more directors, and the number of directors to hold office at any time may be determined from time to time by resolution of our Board. Our Board currently consists of seven members. Our Board is divided into three classes, designated as Class I, Class II and Class III. Upon the expiration of the initial term of office for each class of directors, each director in that class will be elected for a three-year term and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. The table below sets forth information with respect to our directors as of April 1, 2024:
ELECTION OF DIRECTORS
| | Name | | Class I Directors - Term Expiring at the 2024 Annual Meeting | Robert H. Herz | | | David S. Mulcahy | | Class II Directors - Term Expiring at the 2025 Annual Meeting | Brigid A. Bonner | | | Suku Radia | | | Martin J. Vanderploeg, Ph.D. | | Class III Directors - Term Expiring at the 2026 Annual Meeting | Michael M. Crow, Ph.D. | | | Julie Iskow |
ELECTION OF DIRECTORS
There are two Class I directors whose terms expire at the 2024 Annual Meeting. Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Mr. Herz and Mr. Mulcahy for re-election as Class I directors. Biographical information for each director and director nominee is contained in the following section. If elected at the Annual Meeting, each of these nominees will serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of the other nominee and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of Mr. Herz and Mr. Mulcahy as Class I directors.
The following is a brief biographical summary of the experience of our directors
The following is a brief biographical summary of the experience of our directors and director nominees:
The following is a brief biographical summary of the experience of our directors
| | Skills | | | | Background Brigid A. Bonner is President of Bonner Consulting, which specializes in strategy, leadership development, digital transformation, and consumer experience design. She has held executive roles in sales, marketing, operations, and technology functions in retail, healthcare, and technology industries. From 2015 to 2021, Ms. Bonner was Chief Experience Officer of the global nonprofit social network CaringBridge, where she oversaw product development, marketing, product design, customer experience and fundraising. Prior to CaringBridge, she held executive roles at Schwan’s Home Service; UnitedHealth Group; SimonDelivers; Target; and IBM. | Select experience •Deep experience in turning strategy into practical operating plans, built through leadership roles at multiple organizations •Specialist in digital transformation and combining creative marketing with technology to drive growth •Has held numerous leadership roles as a technology and marketing executive with expertise in areas of information security, product design, technology, sales, marketing and operations ranging from start-ups to large corporations Education and awards MBA – Harvard Business School; Bachelor’s in Journalism and Industrial Administration – Iowa State University Other board experience •Medica (2018 to present) •Director and Chair of the Nom/Gov Committee, Analysts International Corporation (NASDAQ: ANLY) (2005 to 2013) | | Brigid A. Bonner Age: 63 | | | | Board member since 2018 Board Committees: •Compensation, chair •Nom/Gov, member | | |
The following is a brief biographical summary of the experience of our directors
| | Skills | | | | Background Michael M. Crow, Ph.D., is President and a Professor of Science and Technology at Arizona State University, a post he has held since 2002. Under his tenure, ASU has grown from a regional university to a world-renowned public research institution with tremendous societal impact, an accomplishment reflected by its unchallenged designation as the most innovative university every year since the inception of the category in U.S. News & World Report. From 1992 to 2002, he served in leadership roles at Columbia University, including Executive Vice Provost and Director of the Earth Institute. Dr. Crow has advised the U.S. Departments of State, Commerce, Energy, and various defense and intelligence agencies on the connection between science and technology policy and intelligence and national security. He is a fellow of the National Academy of Public Administration, a member of the National Advisory Council on Innovation and Entrepreneurship, and a member of the Council on Foreign Relations. He has authored numerous books and articles on science and technology policy, knowledge enterprises, and sustainable development. | Select experience •Business leadership expertise built through decades managing large organizations, including Arizona State University •Published technology, innovation, and sustainable development expert Education and awards Ph.D in Public Administration (Science and Technology Policy) – Syracuse University; BA in Political Science and Environmental Studies – Iowa State University; 2021 Elected Member, American Academy of Arts & Sciences; 2021 GlobalMindED Inclusive Leader Award; 2020 National Council on Science and the Environment Lifetime Achievement Award Other board experience •Aquila (NYSE: ILA) (2003 to 2008) •Director and Chair of the Board, InQTEL (1999 to present) | | Michael M. Crow, Ph.D. Age: 68 | | | | Board member since 2014 Board Committee: •Nom/Gov, chair | | |
WORKIVA INC. 2024 PROXY STATEMENT9
WORKIVA INC. 2024 PROXY STATEMENT9
WORKIVA INC. 2024 PROXY STATEMENT9
| | Skills | | | | Background Robert H. Herz is President of Robert H. Herz LLC and a member of several corporate and advisory boards. From 2010 to 2023, Mr. Herz was an Executive-in-Residence at Columbia Business School. From 2002 to 2010, he was Chairman of the Financial Accounting Standards Board and was one of the original members of the International Accounting Standards Board. Mr. Herz also served on the Standing Advisory Group of the U.S. Public Company Accounting Oversight Board (PCAOB) from 2012 to 2020, and was a Board member of the Sustainability Accounting Standards Board Foundation (SASB) from 2014-2021. He was formerly a partner at PricewaterhouseCoopers. Mr. Herz has participated in several committees and task forces, including the Audit Committee Chair Advisory Council of the National Association of Corporate Directors, the G7 Impact Task Force, and the International Foundation for Valuing Impacts. He chaired the AICPA SEC Regulations Committee and the Transnational Auditors Committee of the International Federation of Accountants. He was also a member of the International Capital Markets Advisory Committee of the New York Stock Exchange and the American Accounting Association’s Financial Accounting Standards Committee. Additionally, Mr. Herz is a coauthor of the 2023 study issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) that provides guidance to organizations implementing internal controls over sustainability information. | Select experience •Internationally-renowned accounting, capital markets, sustainable business operations, and financial reporting expert •Seasoned public company board member with extensive governance knowledge Education and awards B.A. in Economics from University of Manchester, England; Accounting Hall of Fame inductee; Outstanding Achievement Award – Institute of Chartered Accountants England and Wales; Gold Medal of Distinction - Association of International Certified Professional Accountants Other board experience •Director, Chair of Audit Committee, Member of Governance and Sustainability Committee, Morgan Stanley (NYSE: MS) (2012 to present) •Director and Chair of Audit Committee, Fannie Mae (OTCQB: FNMA) (2011 to present) | | Robert H. Herz, CPA, FCA Age: 70 | | | | Board member since 2014 Board Committees: •Audit, member •Nom/Gov, member | | |
WORKIVA INC. 2024 PROXY STATEMENT9
| | Skills | | | | Background Julie Iskow is President and Chief Executive Officer of Workiva, a role she assumed in 2023. She joined the Company in 2019 as EVP and Chief Operating Officer, and was promoted to President in 2022. She was previously Chief Technology Officer at Medidata Solutions, a SaaS technology and data platform for life sciences, where she was responsible for the development and execution of technology and product strategy, which contributed to a strategic sale in 2019. Before Medidata, Ms. Iskow was Chief Information Officer at consumer benefits SaaS platform WageWorks, which she helped take public in 2012. She spent the first 10 years of her career in engineering and technology leadership positions, focused on automation and robotics software. | Select experience •Extensive experience leading and scaling SaaS companies to profitable growth •SaaS-specific business leadership, strategy, product development, data analytics and AI, sales, and operational expertise from her roles at Workiva and Medidata •Strong technical and cybersecurity expertise from her roles as Chief Technology Officer and CIO, and her engineering background Education Master of Science – University of California, Davis; Bachelor of Science – University of California, Berkeley Other board experience •Director and Member of Compensation Committee, Five9 (NASDAQ: FIVN) (2023 to present) •Cvent (NASDAQ: CVT) (2022 to 2022) •Vocera Communications (NYSE: VCRA) (2019 to 2022) | | Julie Iskow Age: 62 | | | | Board member since 2021 | | |
WORKIVA INC. 2024 PROXY STATEMENT10
WORKIVA INC. 2024 PROXY STATEMENT10
WORKIVA INC. 2024 PROXY STATEMENT10
| | Skills | | | | Background David S. Mulcahy has been President and owner of MABSCO Capital, which specializes in portfolio management, private equity, and financial consulting, for over two decades. He is also the Chair of Monarch Materials Group, Inc., a manufacturer and seller of building products to the residential construction industry. He has managed private equity capital for a number of banks and insurance companies. Mr. Mulcahy is a certified public accountant (CPA) and was a senior tax partner at Ernst & Young specializing in mergers and acquisitions until 1994. | Select experience •Deep expertise in capital markets, M&A, accounting, and taxation developed at Ernst & Young and MABSCO Capital •Seasoned financial services board member with more than two decades spent as a director on American Equity Investment Life Holding Company’s board Education BBA in Accounting and Finance (University of Iowa); Certified Public Accountant (inactive) Other board experience •Director, American Equity Investment Life Holding Company (NYSE: AEL) (1996 to 2006 and 2011 to present) ◦Non-Executive Chair and Chair of the Nominating and Corporate Governance Committee (2021 to present) ◦Chair of the Audit Committee (2011 to 2021) | | David S. Mulcahy Age: 71 | | | | Board member since 2014: •Board Chair (2018-2023); •Lead Independent Director (2023 to present) Board Committees: •Audit, member •Compensation, member | | |
WORKIVA INC. 2024 PROXY STATEMENT10
| | Skills | | | | Background Suku Radia retired in 2017 after serving for almost a decade as Chief Executive Officer, President, and Director of Iowa-based community bank Bankers Trust. Prior to Bankers Trust, he served as Chief Financial Officer of media company Meredith Corporation (NYSE: MDP) for eight years. Mr. Radia spent the first 25 years of his career at KPMG, where he served as a mergers and acquisitions partner. He currently serves as Executive-in-Residence at the Ivy College of Business at Iowa State University. Mr. Radia has served on the boards of several charitable and educational organizations, including the United Way of Central Iowa, the Mercy Medical Center, and the Better Business Bureau of Iowa. | Select experience •Substantial business leadership, capital markets, and M&A experience developed through decades in senior leadership and consulting roles •Accounting and financial expert, with direct Chief Financial Officer experience Education and awards Bachelor of Science in Accounting – Iowa State University; Certified Public Accountant (inactive); 2010 Iowa Business Hall of Fame inductee; United Way Tocqueville Honoree; Iowa State Distinguished Alumni Award Other board experience •Nationwide Insurance Company (2014 to present) •National Chiropractic Mutual Insurance Co. (NCMIC) (2020 to present) | | Suku Radia Age: 72 | | | | Board member since 2014 Board Committees: •Audit, chair •Compensation, member | | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our non-employee directors receive equity and cash compensation for their service as directors. In fiscal 2023, non-employee directors received annual compensation of $50,000 for service on our Board, and additional compensation for committee service is as follows:
DIRECTOR COMPENSATION
| | Audit Committee | Compensation Committee | Nominating and Governance Committee | | Chair | $20,000 | $15,000 | $10,000 | | Each other member | $10,000 | $7,500 | $5,000 |
DIRECTOR COMPENSATION
Prior to April 1, 2023, the Chair of the Board received an additional cash retainer of $37,500 per year. Effective April 1, 2023, our Compensation Committee set the cash retainer paid to the Non-Executive Chair of the Board and the Lead Independent Director at $77,500, and $37,500, per year, respectively. Each non-employee director receives a grant of restricted stock units at each annual meeting with a grant date fair value of $215,000. In addition, each newly elected or appointed non-employee director will receive a grant of restricted stock units with a grant date fair value of $215,000 upon the date the non-employee director joins the Board. All restricted stock units granted to non- employee directors will vest fully on the first anniversary of the grant date. Restricted stock units are settled in shares of Class A common stock. Directors may defer settlement of restricted stock units pursuant to the Workiva Inc. Nonqualified Deferred Compensation Plan. Directors who are Workiva employees receive no compensation for their service as directors. Our non-employee directors are subject to stock ownership guidelines as described below under the “Stock Ownership Guidelines” section of the Compensation Discussion and Analysis. While our non-employee directors are also eligible to receive other awards under our 2014 Equity Incentive Plan, no other awards except those described above have been made to our non-employee directors.
Director Compensation Table
Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during 2023. Ms. Iskow, who served as President and Chief Operating Officer from January 1 through March 31, 2023, and as President and CEO beginning April 1, 2023, received no compensation in connection with her service as director and, accordingly, she is omitted from this table. As Mr. Vanderploeg served as CEO until March 31, 2023, the compensation he earned in connection with his service as a director in 2023 has been omitted from this table and can be found in the "Executive Compensation" section of this Proxy Statement.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Brigid A. Bonner | 70,000 | 215,000 | — | 285,000 | | Michael M. Crow, Ph.D. | 60,000 | 215,000 | — | 275,000 | | Robert H. Herz | 65,000 | 215,000 | — | 280,000 | | David S. Mulcahy | 105,000 | 215,000 | — | 320,000 | | Suku Radia | 77,500 | 215,000 | — | 292,500 |
Director Compensation Table
(1)Represents the aggregate grant date fair value of 2,217 shares of restricted stock units granted to each non-employee director who was serving as a director on May 30, 2023, calculated in accordance with ASC Topic 718. Restricted stock units vest fully on the first anniversary of the grant date. The grant date fair value is based on $96.97 per share, the closing price of our Class A common stock on the grant date. The assumptions used in calculating the grant date fair value of the awards reported in this column are set forth in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed on February 20, 2024. No non-employee director listed in the table above held options as of December 31, 2023. As of December 31, 2023, the aggregate number of unvested restricted stock units of Class A common stock for each non-employee director was as follows: Ms. Bonner: 2,217 shares; Dr. Crow: 2,217 shares; Mr. Herz: 2,217 shares; Mr. Mulcahy: 2,217 shares and Mr. Radia: 2,217 shares. Mr. Radia has elected to defer the receipt of all of these shares, and Ms. Bonner has elected to defer the receipt of a portion of these shares.
WORKIVA INC. 2024 PROXY STATEMENT24
| | What We Do | | What We Don't Do | | | Anti-hedging and anti-pledging policy | | Guaranteed bonuses | | | Golden parachute policy | | Discounted stock options or SARs | | | Compensation recoupment ("clawback") policy | | Pension plans or Supplemental Executive Retirement Plans | | | Strong emphasis on performance-based compensation | | Tax gross-ups on severance or change of control payments | | | Regular reviews of executive compensation and peer group data | | Option repricing without stockholder consent | | | A work culture that fosters a focus on long-term value creation supported by tools that help executives to reach and maintain meaningful levels of individual share ownership | | Dividend or dividend equivalents on full value awards prior to vesting | | | Annual risk assessments | | | | | Limited perquisites for executives | | | | | Minimum vesting periods for equity awards | | | | | Compliance with stock ownership guidelines | | |
Design
Design Our executive compensation program has historically emphasized equity as a key component of our total compensation offering, which is consistent with practices in the SaaS industry. The Committee believes that compensation in the form of equity helps align the interests of our executive officers with the long-term interests of our stockholders by driving achievement of our strategic and financial goals. It also supports our ownership culture, which encourages our executives to take initiative, demonstrate leadership and effectively work across business lines to achieve results that are in the best interests of the Company and its stockholders. We use restricted stock units ("RSUs") and performance stock units ("PSUs") as our primary equity vehicles for our executive officers, including our NEOs. We believe that RSU awards both align the interests of employees with stockholders and provide a longer-term focus through a multi-year vesting schedule, while managing dilution to existing investors and providing greater predictability to our executive officers in the value of their compensation. PSUs are earned only upon the achievement of certain financial goals, which motivates our executive officers to achieve our long term annual business objectives over a three-year time horizon. To maintain a competitive compensation program, we also offer cash compensation in the form of base salaries and short-term incentives in the form of annual performance-based cash payments linked to annual strategic financial objectives, resulting in total cash compensation for our executive officers that is aligned with market practices in our competitive markets. We do not benchmark to specific percentiles for any element of our compensation program, but instead use competitive market information for general guidance. During fiscal 2023, the Committee, with the assistance of the Committee's compensation consultants, reviewed our executive compensation, including base salaries, short-term incentives, equity awards, and benefit programs to confirm the continued alignment of our compensation program with stockholder interests and appropriate rewards and incentives for our executive officers.
The Role of Compensation Consultant and Use of Market Data
The Role of Compensation Consultant and Use of Market Data The Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. For fiscal year 2023, Willis Towers Watson ("WTW") served as executive compensation consultant to the Committee to review and provide advice on the principal aspects of the Company’s executive compensation program. WTW coordinated all work with the Committee and with management. WTW believes that by coordinating their work in this manner, they can best understand and address the needs of all key constituencies: the stockholders, the company, and the executives. In 2023, Workiva incurred approximately $281,000 in fees in connection with services performed by WTW as the Committee's executive compensation consultant. Further, management retained WTW or its affiliates for consulting services with respect to employee benefits and compensation at an aggregate cost of approximately $201,600 for Health and Group Benefits consulting in 2023. The Committee was aware of the nature of these other services provided by WTW or its affiliates that management approved in the ordinary course of business. Based on a consideration of various factors, the Committee does not believe that its relationship with WTW and the work of WTW and its affiliates on behalf of the Committee and management have raised any conflict of interest. The Committee reviews these factors and receives written confirmation from WTW stating its belief that it remains an independent compensation consultant to the Committee. The compensation consultant provides the Committee and the Board with guidance regarding the amount and types of compensation we provide to our executives and how these compare to peer company compensation practices, as well as other compensation-related matters. The compensation consultant also advises the Committee with respect to our equity plans and provides the Board with data that helps the Board develop our executive compensation program. The compensation consultant attends meetings of the Committee as requested and also communicates with the Committee outside of meetings. The Committee may replace its compensation consultant or hire additional advisors at any time. During fiscal year 2023, WTW provided the following services as requested by the Committee: •Assisted in the development of the compensation market data we used to understand market competitive compensation practices; •Reviewed and assessed our compensation practices and the cash and equity compensation levels of our executive officers (including equity-based incentive arrangements, stock ownership guidelines and change in control practices), including our NEOs, and also for members of our Board of Directors; •Reviewed and assessed our current compensation programs to determine any changes that may need to be implemented in order to remain competitive with the market, as well as conducting an equity burn rate and overhang analysis; •Reviewed and assessed a broad range of compensation practices against peer companies to ensure alignment with market practices; •Advised on regulatory developments relating to executive compensation; and •Collaborated on the risk assessment relating to employee compensation, including all performance-based incentive arrangements. In electing to engage WTW, the Committee took into consideration all factors relevant to WTW's interactions with the Company’s management and concluded that no conflict of interests existed that would prevent WTW from independently advising the Committee. With the assistance of WTW, the Committee utilized market data to better inform its determination of the key elements of our compensation program in order to develop a compensation program that the Committee believes will enable us to compete effectively for new employees and retain existing employees. In general, this market data consists of compensation information from publicly available sources including proxy statements and third-party compensation surveys. WTW reviews our competitive markets annually to determine the appropriateness of various sources of market data based on a variety of factors including: similarities in revenue levels and size of market capitalization and enterprise value, similarities to the industries in which we operate, the overlapping labor market for top management talent, our status as a publicly traded, U.S.-based SaaS company and various other characteristics. For the determination of compensation of our NEOs for fiscal year 2023, the Committee analyzed total compensation practices for executives in a peer group of companies, with a focus on SaaS companies, to serve as the basis for our compensation review process in 2023.
WORKIVA INC. 2024 PROXY STATEMENT27
WORKIVA INC. 2024 PROXY STATEMENT27 The Committee believes that this data is representative of companies that compete with us for executive talent and are similar to us in revenue, revenue growth rate, market capitalization, industry, and size. The Committee also determined that the companies in the peer group generally have executive officer positions that are comparable to ours in terms of breadth, complexity, and scope of responsibilities. This peer group includes the following companies:
WORKIVA INC. 2024 PROXY STATEMENT27
For the 2024 review process, the Committee added Altair Engineering, Inc., Five9, Inc., PagerDuty, Inc., and SPS Commerce Inc., and removed Alteryx, Inc., Everbridge, Inc., Splunk, Inc., and Twilio, Inc. Additionally, Avalara, Inc., Coupa Software Inc., and Zendesk, Inc. were dropped due to having recently been acquired. While the Committee and our Board of Directors will consider the compensation levels of the executives at the companies in our primary compensation peer group to provide a general understanding of market practices among similar companies, we will not benchmark or specifically set compensation levels based on the percentile levels reflected by the compensation peer group. Instead, we will consider a number of factors in addition to this market data, such as skills, experience, functional position, leadership roles and competition for talent, to determine the appropriate level of compensation on an individual basis. As a result, the target compensation opportunity for an individual executive may be higher or lower than market norms. In making this assessment, we also recognize the compensation opportunity for superior performers based on their achievement may be at the high end of the market range for pay practices.
Executive Compensation Program Elements
Executive Compensation Program Elements The key elements of our executive compensation program include base salary, annual cash bonuses, and equity-based awards. Each executive officer’s compensation has been designed to provide a combination of pay elements that are tied to achievement of our short-term and long-term financial and operational objectives. All of these elements are intended to work in aggregate to provide an overall competitive compensation opportunity. In particular, we believe our use of RSU and PSU awards promotes a culture of long-term value creation, while cash bonuses payable based upon annual performance drive achievement of near-term objectives.
Non-Equity Incentive Plan Compensation
Non-Equity Incentive Plan Compensation We adopted our 2023 Short-Term Incentive Plan as a non-equity incentive compensation plan to provide our NEOs the opportunity to earn a performance-based cash bonus based on the achievement of a combination of financial and non-financial objectives that are tied to our strategic plan. In developing our 2023 incentive plan, we benchmarked best practices within our competitive markets with regard to pay levels, plan design and performance metrics. We also conducted a comprehensive review of the critical financial and strategic success factors of our business plan to determine the factors that will contribute most to our success. The Committee's objective was to construct a plan that motivates executives to achieve high levels of performance by recognizing and rewarding the results and behaviors that contribute to sustained success. Performance measurement under our 2023 Short-Term Incentive Plan is based on three metrics we have identified as key success factors in achieving our growth strategies: •Revenue growth •Non-GAAP operating loss •Operating cash flow For purposes of our 2023 incentive plan, we defined (i) "revenue growth" as the percentage growth in revenue determined in accordance with generally accepted accounting principles ("GAAP") as reflected in our annual financial statements; (ii) "non- GAAP operating loss" as GAAP operating loss as reflected in our annual financial statements adjusted to exclude expenses related to stock-based compensation and amortization of acquisition-related intangibles; and (iii) "operating cash flow" as our GAAP operating cash flow. Of the three performance metrics under the 2023 Short-Term Incentive Plan, the Committee considered revenue growth to be most critical to maximizing the creation of value for stockholders. While the Committee believes that it is desirable to minimize non-GAAP operating losses and keep operating cash flow positive, high levels of revenue growth have a disproportionate impact on market perceptions of Workiva. Accordingly, the Committee assigned the heaviest weight among these metrics to revenue growth under the 2023 plan.
WORKIVA INC. 2024 PROXY STATEMENT29
| Named Executive Officer (1) | 2023 Target Bonus | | Julie Iskow | 125% | | Jill Klindt | 75% | | Brandon Ziegler | 75% | | Michael Hawkins | 90% |
WORKIVA INC. 2024 PROXY STATEMENT29
(1)Messrs. Vanderploeg and Trom did not have target bonuses set for them due to their respective retirements in fiscal 2023. Each NEO's target bonus was determined by the Committee based on that NEO’s title and/or role. The Committee believed the financial performance components of the 2023 incentive plan were achievable, but appropriately challenging, based on market climate and internal budgeting and forecasting. The 2023 Short-Term Incentive Plan sets threshold, target and maximum performance levels, which are used to determine the percentage of target bonus to be paid out, with payouts ranging from 0% to 150% of targeted payout levels (e.g., the maximum bonus payout for an individual with a targeted payout level of 75% of annual base salary would be 112.5% of annual base salary). The following table outlines the threshold, target, and maximum financial performance objectives for the 2023 Short-Term Incentive Plan and the resulting payout percentages:
WORKIVA INC. 2024 PROXY STATEMENT29
| | | Threshold | Target | Maximum | | Performance | <80% | 80% | 100% | >120% | | Payout | —% | 50% | 100% | 150% |
WORKIVA INC. 2024 PROXY STATEMENT30
| Executive | 2023 Base Salary ($) | 2023 Target Bonus ($) | 2023 Target Bonus (%) | 2023 Calculated Bonus ($) | 2023 Approved Bonus Payout ($) | Approved Bonus Payout as a % of Base Salary | | Julie Iskow | 610,000 | 762,500 | 125% | 915,000 | 915,000 | 150% | | Jill Klindt | 400,000 | 300,000 | 75% | 360,000 | 360,000 | 90% | | Brandon Ziegler | 400,000 | 300,000 | 75% | 360,000 | 360,000 | 90% | | Michael Hawkins | 400,000 | 360,000 | 90% | 432,000 | 432,000 | 108% |
Equity Incentives
Equity Incentives We believe that providing long-term incentives in the form of equity awards encourages our NEOs to take a long-term outlook and provides our NEOs with an incentive to manage our business from the perspective of an owner with an equity stake in the business. By providing opportunities for our NEOs to benefit from future successes in our business through the appreciation of the value of their equity awards, the Committee believes that equity awards align our NEOs’ interests and contributions with the long-term interests of our stockholders. In addition, the Committee believes that offering meaningful equity ownership in the Company assists us in retaining our NEOs. The Committee periodically reviews our equity compensation program from a market perspective, as well as in the context of our overall compensation philosophy. The Committee also considers the appropriateness of various equity vehicles, as well as overall program costs (which include both stockholder dilution and compensation expense), when evaluating long-term incentive compensation. Further, the Committee considers competitive market data and competitive positioning analysis, as well as our recruitment and retention strategies. Finally, the Committee considers each NEO's individual performance, as well as the size and vesting schedule of previous equity awards to each NEO. The annual equity awards granted to our NEOs are in the form of RSUs and PSUs. The Committee intends that future equity grants will continue to be awarded as a combination of RSUs and PSUs, and believes that this practice better aligns us with practices in our peer companies. The Committee believes that RSUs and PSUs provide the following benefits: •RSUs help us better manage potential dilution to stockholders since they require fewer shares to provide the same date of grant value to employees. •RSUs are more valued by our employees than stock options because they have value at the date of grant. •RSUs are more consistent with the ownership culture we have created at Workiva. •RSUs are simpler to communicate to employees because the grant value is based on the current stock price rather than complex Black-Scholes or binomial calculations. •RSUs more closely align management with the downside risk associated with full stock ownership similar to investors. •PSUs encourage our NEOs to attain key corporate objectives over time. •PSUs are aligned with our pay-for-performance philosophy by providing rewards at two levels: the number of shares earned based on performance and the value of the shares when they vest. •PSUs can provide significantly higher value than RSUs, but are less risky and less dilutive than stock options. Our RSUs typically vest over time, and our PSUs are earned based on the attainment of certain performance metrics. We believe both RSUs and PSUs help incentivize our executives to build value that can be sustained over the longer term. Because RSUs have value to the recipient as of the date of grant, and PSUs provide the opportunity for substantial upside based on performance, RSUs and PSUs help us retain and incentivize employees during their vesting periods by providing a high reciprocal value and also result in us granting awards with fewer underlying shares of our common stock as compared to stock options with an equivalent grant date fair value.
WORKIVA INC. 2024 PROXY STATEMENT31
WORKIVA INC. 2024 PROXY STATEMENT31 For 2023, 70% of the value of our annual equity grant was awarded in the form of RSUs that vest in three equal annual installments, and 30% of the value of such awards were granted in the form of PSUs. The PSUs granted in 2023 (the "2023 PSUs") are earned between 0% and 200% based on the achievement of applicable annual revenue growth rate goals and certified by the Committee. Subject to the continued employment of the NEO and achievement of applicable annual growth rate goals, the 2023 PSUs will vest in three equal tranches following the completion of each calendar year in the three-year performance period. We believe this is consistent with the approach taken by companies in the SaaS sector, which is highly competitive and rapidly evolving. Based on the applicable annual revenue growth of the Company in 2023, the first tranche of the 2023 PSUs vested and were earned at 100% of target. RSUs and PSUs are subject to the terms and conditions set forth in the form of our restricted stock unit award agreement and our performance restricted stock unit grant agreement, respectively, and our 2014 Equity Incentive Plan. For 2023, the Committee targeted providing each of our NEOs with annual equity award grants that were competitive with those of peer executives at comparable companies. Ms. Iskow was also awarded an additional RSU grant on April 1, 2023, as part of her promotional increases for her new role as Workiva's Chief Executive Officer. Given the competitive nature of the industry in which we operate, the Committee believes equity compensation at this level is generally required to retain our existing NEOs and to hire new executive officers when and as required. Details of RSU and PSU grants to NEOs are provided in the "Grants of Plan-Based Awards" table presented below.
Employment Arrangements
Employment Arrangements We have entered into employment agreements with all of our NEOs. These agreements provide for at-will employment and generally include an initial base salary, an indication of eligibility for an annual cash incentive award opportunity, and equity awards at the discretion of our Board. These agreements also contain restrictions on non-competition and non-solicitation for the six-month period following termination, subject to applicable law. In addition, each of our executive officers, including our NEOs, has executed our standard confidential information and invention assignment agreement. Our employment agreements with our NEOs also require us to make specific payments and benefits in connection with the termination of each NEO's employment under certain circumstances. For a description of these payments and other benefits, see "Executive Compensation - Potential Payments upon Termination or Change in Control." We believe that these severance arrangements help us to attract and retain key management talent in an industry where there is significant competition for management talent. We also believe that these agreements provide retention value by encouraging our NEOs to continue service with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment or a potential change in control, allowing our NEOs to focus on their duties and responsibilities.
Summary Compensation Table
Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the years ended December 31, 2023, 2022 and 2021.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Julie Iskow | 2023 | 601,250 | — | 11,639,648 | — | 915,000 | 94,065(3) | 13,249,963 | | President, Chief Executive Officer and Director | 2022 | 575,000 | — | 5,780,046 | — | 489,555 | 55,494 | 6,900,095 | | | 2021 | 575,000 | — | 6,000,007 | — | 862,500 | 26,986 | 7,464,493 | | Jill Klindt | 2023 | 400,000 | — | 4,039,704 | — | 360,000 | 25,139(4) | 4,824,843 | | Executive Vice President, Chief Financial Officer and Treasurer | 2022 | 400,000 | — | 3,697,035 | — | 255,420 | 3,700 | 4,356,155 | | | 2021 | 391,667 | — | 4,557,810 | — | 450,000 | 650 | 5,400,127 | | Brandon Ziegler | 2023 | 400,000 | — | 3,349,993 | — | 360,000 | 37,395(5) | 4,147,388 | | Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary | 2022 | 400,000 | — | 3,124,931 | — | 255,420 | 20,503 | 3,800,854 | | | 2021 | 400,000 | — | 3,700,089 | — | 450,000 | 2,469 | 4,552,558 | | Michael Hawkins | 2023 | 400,000 | — | 3,079,013 | — | 432,000 | 48,620(6) | 3,959,633 | | Executive Vice President of Sales | | | | | | | | | | Martin J. Vanderploeg, Ph.D. | 2023 | 172,500 | — | 6,464,946(2) | — | — | 1,601,202(7) | 8,238,648 | | Director, Former Chief Executive Officer | 2022 | 690,000 | — | 6,250,049 | — | 734,333 | 39,515 | 7,713,897 | | | 2021 | 690,000 | — | 7,760,034 | — | 1,293,750 | 47,486 | 9,791,270 | | Jeffrey Trom, Ph.D. | 2023 | 18,750 | — | — | — | — | 92,473(8) | 111,223 | | Former Executive Vice President, Chief Technology Officer | 2022 | 262,500 | — | 4,400,035 | — | 223,493 | 69,993 | 4,956,021 | | | 2021 | 450,000 | — | 3,800,044 | — | 675,000 | 20,866 | 4,945,910 |
Summary Compensation Table
(1)The amounts reported are computed in accordance with FASB ASC Topic 718 based on the closing price of our Class A common stock on the date of grant. The grant date fair value of each PSU award reflects the value on the date a mutual understanding of key terms and conditions of the awards was reached and performance achievement at target level. The aggregate grant date fair value of a PSU award in the event of maximum achievement would be 200% of the grant date fair value presented. These amounts do not reflect the actual economic value that may ultimately be realized by the NEOs. (2)Includes the aggregate grant date fair value of 2,217 shares of restricted stock units granted to Mr. Vanderploeg for his services as a non-employee director who was serving as a director on May 30, 2023. (3)Includes $66,041 of premiums paid for supplemental disability insurance, as well as an employer match on 401(k) contributions of $3,000, an annual service award payable to all employees, and earnings related to an annual sales event of $23,778 (which includes a tax gross up of $12,174). (4)Includes $11,855 of premiums paid for supplemental disability insurance, as well as an employer match on 401(k) contributions of $3,000, an annual service award payable to all employees and earnings related to an annual sales event of $9,329 (which includes a tax gross up of $4,225).
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information relating to plan-based incentive awards granted to our NEOs during 2023.
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | Name | Grant Date(3) | Award Date(3) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Julie Iskow | 02/01/2023(6) | 01/30/2023 | — | — | — | — | — | — | 56,579 | 5,249,965 | | | 02/01/2023(7) | 01/30/2023 | — | — | — | 12,124 | 24,248 | 48,496 | — | 2,139,644 | | | 02/17/2023 | | 381,250 | 762,500 | 1,143,750 | — | — | — | — | — | | | 04/03/2023(6) | 02/17/2023 | — | — | — | — | — | — | 42,138 | 4,250,039 | | Jill Klindt | 02/01/2023(6) | 01/30/2023 | — | — | — | — | — | — | 30,930 | 2,869,995 | | | 02/01/2023(7) | 01/30/2023 | — | — | — | 6,628 | 13,256 | 26,512 | — | 1,169,709 | | | 02/17/2023 | | 150,000 | 300,000 | 450,000 | — | — | — | — | — | | Brandon Ziegler | 02/01/2023(6) | 01/30/2023 | — | — | — | — | — | — | 25,649 | 2,379,971 | | | 02/01/2023(7) | 01/30/2023 | — | — | — | 5,497 | 10,993 | 21,986 | — | 970,022 | | | 02/17/2023 | | 150,000 | 300,000 | 450,000 | — | — | — | — | — | | Michael Hawkins | 02/01/2023(6) | 01/30/2023 | — | — | — | — | — | — | 23,575 | 2,187,524 | | | 02/01/2023(7) | 01/30/2023 | — | — | — | 5,052 | 10,103 | 20,206 | — | 891,489 | | | 02/17/2023 | | 180,000 | 360,000 | 540,000 | — | — | — | — | — | | Martin J. Vanderploeg, Ph.D. | 02/01/2023(6) | 01/30/2023 | — | — | — | — | — | — | 67,356 | 6,249,963 | | | 05/30/2023(8) | 05/30/2023 | — | — | — | — | — | — | 2,217 | 214,982 |
Grants of Plan-Based Awards
(1)Represents awards made pursuant to our 2023 Short-Term Incentive Plan. Actual payouts under this plan were determined by the Compensation Committee based on our 2023 performance. See "Compensation Discussion and Analysis - Executive Compensation Program Elements - Non-Equity Incentive Plan Compensation" for further discussion of our 2023 Short-Term Incentive Plan and the payouts thereunder. (2)Represents awards of PSUs granted pursuant to our 2014 Equity Incentive Plan.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The table below sets forth the outstanding equity awards held by the NEOs as of December 31, 2023. Mr. Vanderploeg elected to defer settlement of certain vested restricted stock units pursuant to the terms of a deferral election. The deferred, vested restricted stock units are not included in the table below. For more information about these deferred units, see the section titled "Pension Benefits & Nonqualified Deferred Compensation" contained in this proxy statement.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Option/ Stock Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Number of Unearned Shares or Units of Stock That Have Not Vested (#) | Market Value of Unearned Shares or Units of Stock That Have Not Vested ($)(1) | | Julie Iskow | 02/01/2021(2) | — | — | — | — | 12,181 | 1,236,737 | — | — | | | 09/01/2021(3) | — | — | — | — | 8,050 | 817,317 | — | — | | | 02/01/2022(4) | — | — | — | — | — | — | 6,441 | 653,955 | | | 02/01/2022(2) | — | — | — | — | 19,323 | 1,961,864 | — | — | | | 03/01/2022(2) | — | — | — | — | 7,107 | 721,574 | — | — | | | 02/01/2023(5) | — | — | — | — | — | — | 12,124 | 1,230,950 | | | 02/01/2023(2) | — | — | — | — | 56,579 | 5,744,466 | — | — | | | 04/03/2023(2) | — | — | — | — | 42,138 | 4,278,271 | — | — | | Jill Klindt | 07/03/2017(6) | 25,000 | — | 18.60 | 07/02/2027 | — | — | — | — | | | 02/01/2021(2) | — | — | — | — | 1,152 | 116,963 | — | — | | | 03/01/2021(2) | — | — | — | — | 823 | 83,559 | — | — | | | 03/01/2021(2) | — | — | — | — | 7,505 | 761,983 | — | — | | | 09/01/2021(3) | — | — | — | — | 5,600 | 568,568 | — | — | | | 02/01/2022(4) | — | — | — | — | — | — | 5,149 | 522,778 | | | 02/01/2022(2) | — | — | — | — | 15,445 | 1,568,131 | — | — | | | 02/01/2023(5) | — | — | — | — | — | — | 6,628 | 672,941 | | | 02/01/2023(2) | — | — | — | — | 30,930 | 3,140,323 | — | — | | Brandon Ziegler | 04/01/2020(7) | — | — | — | — | 16,171 | 1,641,842 | — | — | | | 02/01/2021(2) | — | — | — | — | 6,914 | 701,978 | — | — | | | 09/01/2021(3) | — | — | — | — | 5,600 | 568,568 | — | — | | | 02/01/2022(4) | — | — | — | — | — | — | 3,655 | 371,092 | | | 02/01/2022(2) | — | — | — | — | 10,967 | 1,113,480 | — | — | | | 03/01/2022(2) | — | — | — | — | 3,077 | 312,408 | — | — | | | 02/01/2023(5) | — | — | — | — | — | — | 5,497 | 558,060 | | | 02/01/2023(2) | — | — | — | — | 25,649 | 2,604,143 | — | — |
Option Exercises and Stock Vested
Option Exercises and Stock Vested
The following table sets forth information regarding stock option exercises and the value realized upon exercise, as well as
The following table sets forth information regarding stock option exercises and the value realized upon exercise, as well as all stock awards vested and the value realized upon vesting by our NEOs during the year ended December 31, 2023.
The following table sets forth information regarding stock option exercises and the value realized upon exercise, as well as
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Valued Realized on Vesting ($)(1) | | Julie Iskow | — | — | 47,756 | 4,453,186 | | Jill Klindt | — | — | 24,126 | 2,244,148 | | Brandon Ziegler | — | — | 34,294 | 3,374,816 | | Michael Hawkins | — | — | 24,606 | 2,348,180 | | Martin J. Vanderploeg, Ph.D. | — | — | 55,094 | 5,155,421 | | Jeffrey D. Trom, Ph.D. | — | — | 32,953 | 3,084,645 |
The following table sets forth information regarding stock option exercises and the value realized upon exercise, as well as
(1)The value realized upon vesting is equal to the number of shares vesting multiplied by the closing market price of our Class A common stock on the vesting date.
Pension Benefits & Nonqualified Deferred Compensation
Pension Benefits & Nonqualified Deferred Compensation We do not provide any defined benefit pension plans to our NEOs. Our Nonqualified Deferred Compensation Plan allows our executive officers to elect to defer settlement of vested restricted stock units. Workiva does not make any contributions for executive officers under the Nonqualified Deferred Compensation Plan.
The following nonqualified deferred compensation table summarizes activities during 2023 and account balances relating
The following nonqualified deferred compensation table summarizes activities during 2023 and account balances relating to these deferred restricted stock units for our NEOs.
The following nonqualified deferred compensation table summarizes activities during 2023 and account balances relating
| Name | Executive Contributions ($) | Aggregate Earnings ($)(1) | Aggregate Withdrawal/ Distributions ($) | Aggregate Balance at December 31, 2023 ($)(2) | | Julie Iskow | — | — | — | — | | Jill Klindt | — | — | — | — | | Brandon Ziegler | — | — | — | — | | Michael Hawkins | — | — | — | — | | Martin J. Vanderploeg, Ph.D. | — | 4,463,892 | — | 25,809,738 | | Jeffrey Trom, Ph.D. | — | 6,002,835 | 25,088,712 | — |
The following nonqualified deferred compensation table summarizes activities during 2023 and account balances relating
(1)Reflects earnings or losses on shares deferred upon the vesting of restricted stock units, which consisted solely of changes in stock price of the NEO's deferred restricted stock units during 2023. These earnings are not included in the Summary Compensation Table. (2)Amount represents the cumulative value of the NEO's deferral activities, including earnings thereon as of December 31, 2023. The reported dollar values are calculated by multiplying the number of deferred restricted stock units held by the NEO as of December 31, 2023 by the closing price of our Class A common stock on December 31, 2023. Includes the following amounts that have been reported as Stock Awards in the Summary Compensation Table for a prior fiscal year: Mr. Vanderploeg, $4,328,961.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We have an agreement with each of our NEOs that remains an employee. These employment agreements require us to make specific payments and benefits in connection with the termination of that NEO's employment under certain circumstances. In order to receive the severance benefits described below, each of these NEOs is obligated to execute a release of claims against us. The severance benefits described below apply to each NEO with an employment agreement (except as noted below pursuant to Mr. Hawkins's employment agreement). If the employment of any NEO is terminated by us for "cause" (as generally defined below) or by the NEO without "good reason" (as generally defined below), the NEO's employment agreement requires that we pay the NEO (i) accrued but unpaid salary and benefits and (ii) any earned but unpaid bonus from the prior year.
CEO PAY RATIO
CEO PAY RATIO The fiscal year 2023 total compensation of the median employee was $130,383, based on compensation of all employees who were employed as of December 31, 2023, "the determination date", other than our CEO Julie Iskow. Ms. Iskow was appointed CEO effective April 1, 2023. In accordance with applicable SEC rules, we annualized her salary and bonus for her service as our CEO, and added it to the other components of her pay disclosed in the Summary Compensation Table, to arrive at a value of $13,249,963. Therefore, the ratio of these amounts (our "pay ratio") in fiscal year 2023 was approximately 1-to-102. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, using the methodology described below: •We selected December 31, 2023 as the effective date for identifying our median employee in accordance with applicable SEC rules. •IRS Form W-2 or W-2 equivalent earnings is our consistently applied compensation measure used to identify the median employee. •We extracted the compensation data above for each employee active as of December 31, 2023 classified as full-time, part-time or intern for the 12-month period beginning January 1, 2023 and ending December 31, 2023. •We annualized compensation of all newly hired employees based on the compensation they earned from their hire date through December 31, 2023. •We converted earnings of our non-U.S. employees to U.S. dollars using the average currency exchange rates in effect during the period. •We did not make any cost of living adjustments. •We computed the median employee's pay based on the standard criteria used for determining Ms. Iskow's compensation in the Summary Compensation Table. The SEC's rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as each company's pay ratio is based on its unique employee population, compensation practices and calculation methodology.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table summarizes total compensation paid to our principal executive officer ("PEO") as set forth in our Summary Compensation Table, compensation actually paid to our PEO, average compensation paid to our non-PEO NEOs as set forth in our Summary Compensation Table, and average compensation actually paid to our non-PEO NEOs, each as calculated in accordance with SEC rules, and certain Company and peer group performance measures for the periods indicated:
PAY VERSUS PERFORMANCE
| | Summary Compensation Table Total for PEO ($) (1) | | Compensation Actually Paid to PEO 1 ($) (2)(5)(6) | | | | Value of initial Fixed $100 investment Based on: | | | | | Year | Iskow | Vanderploeg | Iskow | Vanderploeg | Average Summary Compensation Table Total for non-PEO NEOs ($) (3) | Average Compensation Actually Paid to non- PEO NEOs ($) (2)(5)(6) | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($) (4) | Net Loss (in thousands) ($) | Revenue Growth(7) | | 2023 | 13,249,963 | 8,238,648 | 15,379,996 | 8,178,525 | 3,260,772 | 4,304,492 | 241 | 227 | (127,525) | 17.1% | | 2022 | N/A | 7,713,897 | N/A | 1,647,345 | 5,003,281 | 533,679 | 200 | 136 | (90,947) | 21.3% | | 2021 | N/A | 9,791,270 | N/A | 13,767,528 | 5,034,966 | 6,797,466 | 310 | 210 | (37,730) | 26.1% | | 2020 | N/A | 3,570,192 | N/A | 9,846,765 | 2,770,618 | 8,212,244 | 218 | 151 | (48,398) | 18.0% |
PAY VERSUS PERFORMANCE
(1)Mr. Vanderploeg was the PEO through March 2023. Ms. Iskow was the PEO from April 2023 through December 2023. (2)The following table details the additions to and deductions from the Summary Compensation Table ("SCT") totals to calculate the Compensation Actually Paid amounts:
PAY VERSUS PERFORMANCE
| Year | Executives | SCT Total ($) | Deduct SCT Equity Awards ($) | Add Year-End Value of Unvested Equity Granted in Year ($) | Add Change in Value of Unvested Awards Granted in Prior Years ($) | Add FV at Vesting of Awards Granted and Vested in Same Year ($) | Add Change in Value of Vested Equity Granted in Prior Years ($) | Deduct Change in Value of Awards Forfeited in Year ($) | | 2023 | PEO - Iskow | 13,249,963 | (11,639,648) | 12,558,496 | 768,069 | — | 443,115 | — | | | PEO - Vanderploeg | 8,238,648 | (6,464,946) | 225,092 | (69,351) | 5,759,612 | 489,470 | — | | | Other NEOs | 3,260,772 | (2,617,178) | 2,932,607 | 440,520 | — | 287,770 | — | | 2022 | PEO | 7,713,897 | (6,250,049) | 4,228,027 | (3,016,915) | — | (1,027,615) | — | | | Other NEOs | 5,003,281 | (4,250,512) | 2,916,174 | (1,985,695) | — | (1,149,569) | — | | 2021 | PEO | 9,791,270 | (7,760,034) | 8,965,185 | 2,103,256 | — | 667,851 | — | | | Other NEOs | 5,034,966 | (4,151,576) | 4,112,210 | 1,168,378 | — | 1,372,496 | (739,007) | | 2020 | PEO | 3,570,192 | (2,414,999) | 4,793,375 | 3,377,551 | — | 520,646 | — | | | Other NEOs | 2,770,618 | (1,847,993) | 3,416,198 | 4,012,890 | — | (139,470) | — |
PAY VERSUS PERFORMANCE
(3)The non-PEO NEOs are comprised of: 2023 - Ms. Klindt and Messrs Hawkins, Trom and Ziegler; 2022 - Mses. Iskow and Klindt and Messrs. Trom and Ziegler; 2021 - Mses. Iskow and Klindt and Messrs. Trom, Banarjee and Miller; 2020 - Ms. Iskow and Messrs. Ziegler, Trom, Ryan and Miller. (4)TSR is calculated assuming a fixed investment of $100, including reinvestment of dividends (as applicable) measured from the market close on December 31, 2019 through and including the end of the fiscal year for each year reported in the table. The peer group is the Nasdaq Computer Index which is the same peer group the Company uses for its Item 201(e) of Regulation S-K disclosure.
Compensation Actually Paid (CAP) Versus Company Performance
Compensation Actually Paid (CAP) Versus Company Performance The following charts provide a clear, visual description of the relationships between “compensation actually paid” to our PEO, and the average for our non-PEO NEOs, as set forth in the Pay Versus Performance table above to the following performance measures: (1) (i) TSR and (ii) peer group TSR; (2) net loss and (3) revenue growth. The first chart also provides a comparison of the Company's TSR to the peer group TSR.
Indemnification Agreements with our Directors and Officers
Indemnification Agreements with our Directors and Officers We have entered into indemnification agreements with each of our directors and our NEOs. The indemnification agreements and our Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. Subject to certain limitations, the indemnification agreements and our Bylaws also require us to advance expenses incurred by our directors and officers.