DEF 14A of Workiva Inc
Filed Apr 17, 2025 · FY20240001445305-25-000081
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 2026 annual meeting of stockholders, we must receive your written nomination on or after January 31, 2026, but no later than March 1, 2026. 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 each 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 Exchange Act, and the rules and regulations promulgated thereunder; (v) a fully completed written questionnaire with respect to the background and qualification of each such nominee and the background of the Proposing Stockholder and any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary of the Company upon written request) and a written statement and agreement executed by each such nominee acknowledging that such person: (A) consents to being named in any proxy materials as a nominee and to serving as a director if elected, and (B) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any nomination or other business proposal, issue or question (a “Voting Commitment”) that has not been disclosed to the Company or any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with such person’s fiduciary duties under applicable law, and that such director nominee is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with such person’s nomination for director or service as a director of the Company; 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 (and in any event within five (5) days) 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 (and in any event within five (5) days) 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 (and in any event within five (5) days) 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
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 March 31, 2025:
Name
Name
Class II Directors —
Class II Directors —
Class III Directors —
Class III Directors —
Class I Directors —
Class I Directors —
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our non-employee directors receive equity and cash compensation for their service as directors. In fiscal 2024, non-employee directors received annual compensation of $50,000 for service on our Board. The Non-Executive Chair of the Board receives an additional $77,500 per year, the Lead Independent Director receives an additional $37,500 per year, 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
Each non-employee director also 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 may receive a grant of restricted stock units with a grant date fair value of $215,000 upon the date the non-employee director joins the Board. All restricted stock units granted to non- employee directors will vest fully on the first anniversary of the grant date. Restricted stock units are settled in shares of Class A common stock. Directors may defer settlement of restricted stock units pursuant to the Workiva Inc. Nonqualified Deferred Compensation Plan. Directors who are Workiva employees receive no compensation for their service as directors. Our non-employee directors are subject to stock ownership guidelines as described below under the “Stock Ownership Guidelines” section of the Compensation Discussion and Analysis. While our non-employee directors are also eligible to receive other awards under our 2014 Equity Incentive Plan, no other awards except those described above have been made to our non-employee directors.
Director Compensation Table
Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during 2024. Ms. Iskow, our President and CEO, received no compensation in connection with her service as director and, accordingly, she is omitted from this table.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | 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 | | Martin J. Vanderploeg, Ph.D. | 127,500 | 215,000 | — | 342,500 |
Director Compensation Table
(1)Represents the aggregate grant date fair value of 2,817 shares of restricted stock units granted to each non-employee director on May 30, 2024, 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 $76.31 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 25, 2025. As of December 31, 2024, no non-employee director listed in the table above held options other than Mr. Vanderploeg, who held options to purchase 284,414 shares, which were fully vested as of that date. As of December 31, 2024, the aggregate number of unvested restricted stock units of Class A common stock for each non-employee director was as follows: Ms. Bonner: 2,817 shares; Dr. Crow: 2,817 shares; Mr. Herz: 2,817 shares; Mr. Mulcahy: 2,817 shares; Mr. Radia: 2,817 shares and Mr. Vanderploeg: 60,777 shares. Ms. Bonner, Mr. Herz and Mr. Radia have elected to defer the receipt of all of these shares. Further, Mr. Vanderploeg held 4,352 unvested performance restricted stock units as of December 31, 2024.
What We Don't Do
What We Don't Do Anti-hedging and anti-pledging policy Golden parachute policy Compensation recoupment ("clawback") policy Strong emphasis on performance-based compensation Regular reviews of executive compensation and peer group data 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 Annual risk assessments Limited perquisites for executives Minimum vesting periods for equity awards Compliance with stock ownership guidelines Guaranteed bonuses Discounted stock options or SARs Pension plans or Supplemental Executive Retirement Plans Tax gross-ups on severance or change of control payments Option repricing without stockholder consent Dividend or dividend equivalents on full value awards prior to vesting
Short-Term
Short-Term
Long-Term
Long-Term
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 restricted 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 2024, 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 part of fiscal year 2024, 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. The Committee retained Alpine Rewards ("Alpine") as its executive compensation consultant, replacing WTW, in July 2024. Both WTW and Alpine coordinated all work with the Committee and with management. WTW and Alpine each believe 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 2024, Workiva incurred approximately $108,400 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 at an additional aggregate cost of approximately $248,106.79 for Health, Group and Retirement Benefits consulting in 2024. 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 either WTW or Alpine, and the work of either WTW or Alpine, or their respective 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 and Alpine stating their belief that they remain 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 2024, WTW and Alpine 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, and later Alpine, the Committee took into consideration all factors relevant to WTW's and Alpine's interactions with the Company’s management and concluded that no conflict of interests existed that would prevent WTW and Alpine from independently advising the Committee. With the assistance of WTW and Alpine, 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. Our compensation consultants review 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.
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 2024 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 2024 Short-Term 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 2024 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 income •Operating cash flow For purposes of our 2024 Short-Term Incentive Plan, we defined (i) "revenue growth" as the percentage growth in revenue determined in accordance with generally accepted accounting principles ("GAAP"); (ii) "non-GAAP operating income" as GAAP operating income 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 2024 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 maximize non-GAAP operating profit 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 2024 Short-Term Incentive Plan.
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| Named Executive Officer | 2024 Target Bonus | | Julie Iskow | 125% | | Jill Klindt | 75% | | Brandon Ziegler | 75% | | Michael Hawkins | 90% |
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| | | Threshold | Target | Maximum | | Performance | <80% | 80% | 100% | >120% | | Payout | —% | 50% | 100% | 150% |
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| Executive | 2024 Base Salary ($) | 2024 Target Bonus ($) | 2024 Target Bonus (%) | 2024 Calculated Bonus ($) | 2024 Approved Bonus Payout ($) | Approved Bonus Payout as a % of Base Salary | | Julie Iskow | 610,000 | 762,500 | 125% | 1,059,113 | 1,059,113 | 173.6% | | Jill Klindt | 412,000 | 309,000 | 75% | 429,201 | 429,201 | 104.2% | | Brandon Ziegler | 412,000 | 309,000 | 75% | 429,201 | 429,201 | 104.2% | | Michael Hawkins | 420,000 | 378,000 | 90% | 525,042 | 525,042 | 125.0% |
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
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| Performance Period | Average Annual Revenue Growth Rate Target | Average Annual Revenue Growth Rate Achieved | Payout as a % of Target | | Fiscal Years 2022 - 2024 | 20.0% | 18.6% | 65.0% | | Fiscal Years 2023 - 2024 | 16.5% | 17.2% | 121.2% | | Fiscal Year 2024 * | 14.7% | 17.2% | 186.2% |
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| | Fiscal Years 2022 - 2024 (Third Tranche) | | Fiscal Years 2023 - 2024 (Second Tranche) | | Fiscal Year 2024 (First Tranche) | | | NEO | PSU Target (#) | Actual PSUs earned (#) | PSU Target (#) | Actual PSUs earned (#) | PSU Target (#) | Actual PSUs earned (#) | | Iskow | 3,220 | 2,093 | 8,082 | 9,796 | 12,532 * | 23,336 * | | Klindt | 2,574 | 1,673 | 4,418 | 5,355 | 4,428 | 8,245 | | Ziegler | 1,828 | 1,188 | 3,664 | 4,442 | 3,670 | 6,834 | | Hawkins | 1,828 | 1,188 | 3,367 | 4,081 | 3,357 | 6,251 |
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.
Other Compensation Policies
Executive Officers have five years, and non-employee members of our Board of Directors have three years, from the effective date of the guidelines or, if later, from commencement of service as an executive officer or non-employee member of our Board of Directors, to achieve compliance with the applicable guideline. Thereafter, compliance is assessed on an annual basis. As of March 31, 2025, all NEOs and non-employee members of our Board of Directors were in compliance with these guidelines. If, at the applicable compliance measurement date, a covered individual does not meet the applicable guideline, then, until he or she is in compliance with the guidelines, he or she will be expected to hold 50% of the net shares acquired thereafter as a result of the exercise, vesting or settlement of any equity award received from us. Insider Trading Policy and Stock Trading Practices We have adopted insider trading policies and procedures applicable to our employees, directors, and officers that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards. Our Insider Trading Policy prohibits our employees, our officers, our Board, and certain of their family members and controlled entities, from engaging in transactions of our securities, and the securities of all publicly traded companies, either directly or indirectly, while in possession of material nonpublic information about said company. Our Insider Trading Policy may also apply to contractors or consultants while in possession of material nonpublic information. Further, directors, officers, and certain other persons are prohibited from trading in our securities during quarterly blackout periods, and must obtain prior written approval before engaging in any trades of our securities during open window periods, including proposed gifts of our stock. Our Insider Trading Policy also prohibits hedging or monetization transactions such as prepaid variable forwards, equity swaps, collars and exchange funds, and forbids a director, officer or employee from entering into any arrangement where our securities are held in a margin account or pledged as collateral. Further, our Insider Trading Policy includes guidelines for Rule 10b5-1 trading plans that permit our directors and certain employees, including our NEOs, to adopt Rule 10b5-1 trading plans. Under our 10b5-1 trading plan guidelines, 10b5-1 trading plans may only be adopted or modified during an open trading window under our Insider Trading Policy and only when such individual does not otherwise possess material nonpublic information about our Company.
Summary Compensation Table
Summary Compensation Table The table below sets forth the annual compensation earned by our NEOs for the years ended December 31, 2024, 2023 and 2022.
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 | 2024 | 610,000 | — | 11,710,220 | — | 1,059,113 | 145,110(2) | 13,524,443 | | President, Chief Executive Officer and Director | 2023 | 601,250 | — | 11,639,648 | — | 915,000 | 94,065 | 13,249,963 | | | 2022 | 575,000 | — | 5,780,046 | — | 489,555 | 55,494 | 6,900,095 | | Jill Klindt | 2024 | 412,000 | — | 4,206,246 | — | 429,201 | 44,826(3) | 5,092,273 | | Executive Vice President, Chief Financial Officer and Treasurer | 2023 | 400,000 | — | 4,039,704 | — | 360,000 | 25,139 | 4,824,843 | | | 2022 | 400,000 | — | 3,697,035 | — | 255,420 | 3,700 | 4,356,155 | | Brandon Ziegler | 2024 | 412,000 | — | 3,486,111 | — | 429,201 | 27,422(4) | 4,354,734 | | Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary | 2023 | 400,000 | — | 3,349,993 | — | 360,000 | 37,395 | 4,147,388 | | | 2022 | 400,000 | — | 3,124,931 | — | 255,420 | 20,503 | 3,800,854 | | Michael Hawkins | 2024 | 420,000 | — | 3,189,262 | — | 525,042 | 72,209(5) | 4,206,513 | | Executive Vice President, Chief Sales Officer | 2023 | 400,000 | — | 3,079,013 | — | 432,000 | 48,620 | 3,959,633 |
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 $66,095 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 $74,924 (which includes a tax gross up of $40,701). (3)Includes $18,545 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 $22,481 (which includes a tax gross up of $10,120). (4)Includes $23,382 of premiums paid for supplemental disability insurance, as well as an employer match on 401(k) contributions of $3,000, and an annual service award payable to all employees. (5)Includes $23,601 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 $42,508 (which includes a tax gross up of $22,391).
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information relating to plan-based incentive awards granted to our NEOs during 2024.
Grants of Plan-Based Awards
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | Name | Grant Date(3) | Award Date(3) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Julie Iskow | 02/01/2024(6) | 01/17/2024 | — | — | — | — | — | — | 73,398 | 6,999,967 | | | 02/01/2024(7) | 01/17/2024 | — | — | — | 15,729 | 31,456 | 62,912 | — | 2,960,324 | | | 02/15/2024 | | 381,250 | 762,500 | 1,143,750 | — | — | — | — | — | | | 03/01/2024(6) | 02/15/2024 | — | — | — | — | — | — | 14,327 | 1,224,959 | | | 03/01/2024(7) | 02/15/2024 | — | — | — | 3,071 | 6,140 | 12,280 | — | 524,970 | | Jill Klindt | 02/01/2024(6) | 01/17/2024 | — | — | — | — | — | — | 30,996 | 2,956,089 | | | 02/01/2024(7) | 01/17/2024 | — | — | — | 6,642 | 13,284 | 26,568 | — | 1,250,157 | | | 02/15/2024 | | 154,500 | 309,000 | 463,500 | — | — | — | — | — | | Brandon Ziegler | 02/01/2024(6) | 01/17/2024 | — | — | — | — | — | — | 25,689 | 2,449,960 | | | 02/01/2024(7) | 01/17/2024 | — | — | — | 5,505 | 11,010 | 22,020 | — | 1,036,151 | | | 02/15/2024 | | 154,500 | 309,000 | 463,500 | — | — | — | — | — | | Michael Hawkins | 02/01/2024(6) | 01/17/2024 | — | — | — | — | — | — | 23,502 | 2,241,386 | | | 02/01/2024(7) | 01/17/2024 | — | — | — | 5,037 | 10,072 | 20,144 | — | 947,876 | | | 02/15/2024 | | 189,000 | 378,000 | 567,000 | — | — | — | — | — |
Grants of Plan-Based Awards
(1)Represents awards made pursuant to our 2024 Short-Term Incentive Plan. Actual payouts under this plan were determined by the Compensation Committee based on our 2024 performance. See "Compensation Discussion and Analysis - Executive Compensation Program Elements - Non-Equity Incentive Plan Compensation" for further discussion of our 2024 Short-Term Incentive Plan and the payouts thereunder. (2)Represents awards of PSUs granted pursuant to our 2014 Equity Incentive Plan. (3)The Compensation Committee approved annual equity awards at the January 2024 Compensation Committee meeting for Mses. Iskow and Klindt and Messrs. Ziegler and Hawkins. The Compensation Committee approved an equity award at the February 2024 Compensation Committee Meeting for Ms. Iskow. In accordance with our equity award grant practices, the grant date is the first trading day of the month following the month in which grants are approved. (4)Represents awards of restricted stock units granted pursuant to our 2014 Equity Incentive Plan. (5)Reflects the aggregate grant date fair value determined in accordance with FASB ASC Topic 718 based on the closing price of our Class A common stock on the date of grant. With respect to the PSU awards, amounts are based on the date a mutual understanding of key terms and conditions was reached and probable outcome of the applicable performance conditions at the time of grant, which is target level performance, calculated in accordance with ASC 718. (6)Vests in three equal annual installments commencing on the first anniversary of the grant date subject to the individual’s continued service with us through each vesting date. (7)Vests in three equal annual installments commencing on the first anniversary of the grant date, subject to performance conditions. The performance period for these PSUs, which contain performance conditions related to our 2024-2026 revenue growth rates, ends on December 31, 2026.
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, 2024.
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 | 02/01/2022(5) | — | — | — | — | — | — | 3,220 | 352,590 | | | 02/01/2022(2) | — | — | — | — | 9,661 | 1,057,880 | — | — | | | 03/01/2022(2) | — | — | — | — | 3,554 | 389,163 | — | — | | | 02/01/2023(4) | — | — | — | — | — | — | 32,330 | 3,540,135 | | | 02/01/2023(2) | — | — | — | — | 37,719 | 4,130,231 | — | — | | | 04/03/2023(2) | — | — | — | — | 28,092 | 3,076,074 | — | — | | | 02/01/2024(6) | — | — | — | — | — | — | 15,729 | 1,722,326 | | | 02/01/2024(2) | — | — | — | — | 73,398 | 8,037,081 | — | — | | | 03/01/2024(6) | — | — | — | — | — | — | 3,070 | 336,165 | | | 03/01/2024(2) | — | — | — | — | 14,327 | 1,568,807 | — | — | | Jill Klindt | 07/03/2017(7) | 25,000 | — | 18.60 | 07/02/2027 | — | — | — | — | | | 02/01/2022(5) | — | — | — | — | — | — | 2,574 | 281,853 | | | 02/01/2022(2) | — | — | — | — | 7,723 | 845,669 | — | — | | | 02/01/2023(4) | — | — | — | — | — | — | 17,674 | 1,935,303 | | | 02/01/2023(2) | — | — | — | — | 20,620 | 2,257,890 | — | — | | | 02/01/2024(6) | — | — | — | — | — | | 6,642 | 727,299 | | | 02/01/2024(2) | — | — | — | — | 30,996 | 3,394,062 | — | | | Brandon Ziegler | 02/01/2022(5) | — | — | — | — | — | — | 1,828 | 200,166 | | | 02/01/2022(2) | — | — | — | — | 5,483 | 600,389 | — | — | | | 03/01/2022(2) | — | — | — | — | 1,538 | 168,411 | — | — | | | 02/01/2023(4) | — | — | — | — | — | — | 14,658 | 1,605,051 | | | 02/01/2023(2) | — | — | — | — | 17,099 | 1,872,341 | — | — | | | 02/01/2024(6) | — | — | — | — | — | — | 5,505 | 602,798 | | | 02/01/2024(2) | — | — | — | — | 25,689 | 2,812,946 | — | — |
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, 2024.
The following table sets forth information regarding stock option exercises and the value realized upon exercise, as well as
| | Stock Awards | | | Name(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Julie Iskow | 77,011 | 6,960,796 | | Jill Klindt | 39,591 | 3,589,113 | | Brandon Ziegler | 49,383 | 4,401,033 | | Michael Hawkins | 37,547 | 3,373,475 |
The following table sets forth information regarding stock option exercises and the value realized upon exercise, as well as
(1)No NEO exercised any option awards during FY 2024. (2)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. None of our current NEOs participate in or have any balances or activity related to the Nonqualified Deferred Compensation Plan.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We have an employment agreement with each of our NEOs. 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. If the employment of any NEO is terminated due to their death or disability, the NEO's employment agreement requires that we pay to them (i) accrued but unpaid salary and benefits, (ii) any earned but unpaid bonus from the prior year, (iii) a pro-rated bonus for the current year and (iv) a lump-sum payment equal to the NEO's annual base salary plus their target bonus for the current year. In addition, the employment agreement provides that the vesting of the officer's outstanding equity awards will be accelerated in the event of termination for death or disability. If the employment of any NEO is terminated by us without cause or by the NEO for good reason, the NEO's employment agreement requires that we pay the NEO (i) accrued but unpaid salary and benefits, (ii) any earned but unpaid bonus from the prior year, (iii) a pro-rated bonus for the current year and (iv) a severance payment equal to two times the sum of the NEO's annual base salary plus their target bonus for the current year. In addition, in the event of termination by us without cause or by the NEO for good reason, the employment agreement provides that the vesting of the NEO's outstanding equity awards will be accelerated and that they will be released from their non-competition and non-solicitation restrictions. If the employment of any NEO is terminated by us without cause or by the NEO for good reason in the three months prior to, or two years following, a change in control (or for Mr. Hawkins, within twelve months following a change in control), the NEO's employment agreement requires that we pay (i) accrued but unpaid salary and benefits, (ii) any earned but unpaid bonus from the prior year, (iii) the NEO's target bonus for the year in which the termination occurs (or if greater, the year in which the change in control occurs) and (iv) a severance payment equal to three times the sum of the NEO's annual base salary plus target bonus. In addition, in the event of termination by us without cause or by the NEO for good reason in the three months prior to or two years following a change in control, the employment agreement provides that the vesting of the NEO's outstanding equity awards will be accelerated and that the NEO will be released from his or her non-competition and non-solicitation restrictions. Except for Mr. Hawkins, under the NEOs' employment agreements, a change in control would not, by itself, be deemed "good reason" or result in the accelerated vesting of outstanding equity awards except as set forth in the applicable award agreement. For Mr. Hawkins, a change in control would, by itself, result in the accelerated vesting of outstanding equity awards.
CEO PAY RATIO
CEO PAY RATIO The fiscal year 2024 total compensation of the median employee was $145,600, based on compensation of all employees who were employed as of December 31, 2024, "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 $13,524,443. Therefore, the ratio of these amounts (our "pay ratio") in fiscal year 2024 was approximately 1-to-93. 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, 2024 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, 2024 classified as full-time, part-time or intern for the 12-month period beginning January 1, 2024 and ending December 31, 2024. •We annualized compensation of all newly hired employees based on the compensation they earned from their hire date through December 31, 2024. •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 ($) (2)(5)(6) | Total Stockholder Return ($) (4) | Peer Group Total Stockholder Return ($) (4) | Net Loss (in thousands) ($) | Revenue Growth(7) | | 2024 | 13,524,443 | N/A | 20,130,342 | N/A | 4,551,173 | 6,447,950 | 260 | 311 | (55,042) | 17.2% | | 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 2024. (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 ($) | | 2024 | PEO - Iskow | 13,524,443 | (11,710,220) | 17,647,296 | 1,530,229 | — | (861,407) | — | | | Other NEOs | 4,551,173 | (3,627,206) | 5,377,008 | 643,104 | — | (496,130) | — |
PAY VERSUS PERFORMANCE
(3)The 2024 non-PEO NEOs are comprised of: Ms. Klindt and Messrs Hawkins and Ziegler; 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. (5)In calculating Compensation Actually Paid, we determined the fair value of outstanding, vested and forfeited equity awards in the applicable year in accordance with SEC rules for Compensation Actually Paid and computed in a manner consistent with the ASC 718 fair valuation methodology used to account for stock-based payments for financial accounting purposes consistent with GAAP. Restricted stock units are valued based on the stock price on the relevant measurement date, except, for performance based restricted stock units, such values are multiplied by the estimated probability of achievement as of the measurement date. The PSUs are earned between 0% and 200% based on achievement of the applicable annual revenue growth rate. For more information about the achievement of the performance conditions for outstanding PSUs, see the "Outstanding Equity Awards at Fiscal Year-End" table. Stock options are valued using a Black Scholes model that incorporates assumptions regarding expected volatility, risk-free interest rate and expected term as at the relevant measurement date. The assumptions used are consistent with those used for the grant date fair value purposes. (6)Compensation actually paid to Messrs. Vanderploeg and Trom includes consideration related to their respective retirement agreements with the Company. Pursuant to the terms of their agreements, the outstanding restricted stock units granted to each of them during their tenure as executives were allowed to continue to vest without a service requirement. In calculating Compensation Actually Paid, these awards were considered vested upon each of their respective retirement dates. (7)Revenue growth is the year-over-year percentage growth in revenue determined in accordance with GAAP as reflected in our annual financial statements.
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.