UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒             Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under § 240.14a-12

​

WORKDAY, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

​

Letter from our Chief Executive Officer

Dear Stockholders,

Twenty years ago, Workday’s founders Dave Duffield and Aneel Bhusri set out to revolutionize enterprise software with cloud computing. Today, we stand at another pivotal moment, driven by the transformative power of artificial intelligence. Companies everywhere are reimagining how work gets done, and the increasing demand for AI is driving a new wave of growth for Workday. We are well-positioned to lead, building on our solid foundation of innovation and customer success.

Fiscal year 2025 demonstrated our continued momentum, with 17% year-over-year subscription revenue growth. We achieved Fortune 500 status and were named to the S&P 500, alongside many of our valued customers, a testament to the trust our more than 11,000 customers have placed in us.

In today’s dynamic landscape, organizations of all sizes across industries and geographies rely on Workday to manage their people, money, and agents — all on a unified, AI-powered platform.

Advancing AI Leadership

Just as we did with the transition to the cloud, we’re helping our customers harness AI to give their businesses an edge. We develop AI innovation that delivers real value to our customers, enabling productivity gains while keeping humans and trust at the center.

Last year we unveiled Workday IlluminateTM, the next generation of AI, designed to drive employee productivity and transform business processes. Our AI is powered by the world’s largest and cleanest set of HR and financial data — with more than one trillion transactions on the Workday platform last year alone. This foundation is enabling us to innovate quickly and introduce AI agents that can support everything from payroll and recruiting to financial auditing, to name a few!

And with our recently announced Workday Agent System of Record, we’re committed to helping customers unlock the potential of agentic AI while maintaining centralized control, governance, and visibility. As the system of record for people and money, Workday is uniquely positioned to manage every part of the workforce — employees, contingent workers, and agents — on our trusted platform.

We believe that, if implemented responsibly, AI will create a step-function change in human productivity. While Workday is accelerating innovation, we remain firm in our commitment to ethical AI development, actively contributing to responsible AI policies in the U.S. and the European Union.

Driving Strategic Growth

We are executing on key growth initiatives to expand our market reach. Our industry-focused strategy continues to deliver results, with Professional and Business Services joining Financial Services and Retail and Hospitality in surpassing $1 billion in annual recurring revenue. We are also seeing strong momentum in the Healthcare and State and Local Government industries.

Global growth continues to be a massive opportunity for us, representing roughly half of our total addressable market. We are making investments in strategic regions. A few great examples are the strategic product investments we’ve made in APAC, and the expansion of our operations in Japan and EMEA.

Over the past couple of years, our partner ecosystem has grown fivefold, playing a vital role in delivering successful deployments, driving innovation, and supporting our pipeline. Our Built on Workday program, which enables partners to build and distribute applications on our platform, is a prime example of this powerful combination.

Our People and Core Values

Our Workmates around the world, guided by our core values, are the foundation of Workday’s success. We are honored to be recognized as one of Ethisphere’s World’s Most Ethical Companies®, JUST Capital’s America’s Most JUST Companies, and among Glassdoor’s Best Places to Work.

Our special culture and growth opportunity makes Workday a magnet for exceptional talent. In the past twelve months alone, we welcomed both Rob Enslin as President, Chief Commercial Officer, and Gerrit Kazmaier as President, Product and Technology, further strengthening our leadership team.

From a Board perspective, we have appointed Mark Hawkins as our new lead independent director. His extensive leadership experience and proven track record of helping companies scale will be invaluable as we drive a new wave of growth. I want to thank George Still for his years of service as our lead independent director. His dedication and guidance have been instrumental to Workday’s success and we are fortunate that George will remain on the Board.

We’ve entered FY26 — our 20th year in business — with an amazing team and Board, renewed energy, and a clear view of how we can fulfill our founders’ vision to revolutionize enterprise software — this time with AI.

Thank you for your continued investment in Workday. I invite you to join our Annual Meeting of Stockholders on June 4, 2025.

Sincerely,

WORKDAY, INC.
6110 STONERIDGE MALL ROAD
PLEASANTON, CALIFORNIA 94588

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

The 2025 Annual Meeting of Stockholders (“Annual Meeting”) of Workday, Inc., a Delaware corporation (referred to as “Workday,” “we,” “us,” and “our”) will be held via live audio webcast on Wednesday, June 4, 2025, at 9:00 a.m. PDT to consider the Items of Business listed below and more fully described in the accompanying Proxy Statement. The Annual Meeting is being held in a virtual format to enhance stockholder engagement, enable improved communication, and allow access to all stockholders regardless of geographic location.

Items of Business

1.

To elect four nominees to our Board of Directors to serve as Class I directors until the 2028 Annual Meeting of Stockholders;

​

2.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026; and

​

3.

To approve, on an advisory basis, the compensation paid to Workday’s named executive officers.

​

We will also transact any other business that may properly come before the Annual Meeting, although we are not aware of any such business as of the date of this Proxy Statement.

All stockholders of record at the close of business on April 7, 2025 — which the Board of Directors has established as the record date — are entitled to vote on the above items and to attend the Annual Meeting. Beginning on or about April 23, 2025, a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) is being mailed to stockholders of record. It contains instructions on how to access the Proxy Statement for our Annual Meeting and our Annual Report to Stockholders on Form 10-K for our fiscal year ended January 31, 2025 (together, the “proxy materials”) online at www.proxyvote.com. The Internet Notice also includes instructions on how to vote online, as well as how to receive a paper or email copy of the proxy materials, which will include instructions on voting by telephone or mail, as applicable.

You will be able to listen to the Annual Meeting, submit your questions, and vote during the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/WDAY2025 and entering the 16-digit control number provided to you. Further details about voting and attending the Annual Meeting are set forth in the Question and Answer section beginning on page 82 of the Proxy Statement.

If you have any questions regarding this information or the proxy materials, please visit our website at investor.workday.com or contact our Investor Relations department via email at IR@workday.com.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2025: THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com

We appreciate your continued support of Workday and look forward to receiving your proxy.

By order of the Board of Directors,

Aneel Bhusri
Co-Founder and Executive Chair
April 23, 2025

TABLE OF CONTENTS

​	PROXY STATEMENT SUMMARY	​	​	1	​
​	PROPOSAL NO. 1: ELECTION OF DIRECTORS	​	​	8	​
​	PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	​	​	22	​
​	PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	​	​	24	​
​	DIRECTORS AND CORPORATE GOVERNANCE	​	​	25	​
​	Corporate Governance	​	​	25	​
​	Risk Oversight by Our Board of Directors	​	​	25	​
​	Board Oversight of Security, Privacy, and Trust​	​	​	26	​
​	Director Independence	​	​	26	​
​	Leadership Structure	​	​	26	​
​	Lead Independent Director	​	​	27	​
​	Executive Sessions of Independent Directors	​	​	27	​
​	Meetings of the Board of Directors	​	​	27	​
​	Committees of the Board of Directors	​	​	28	​
​	Compensation Committee Interlocks and Insider Participation	​	​	30	​
​	Considerations in Evaluating Director Nominees	​	​	30	​
​	Non-Employee Director Compensation	​	​	32	​
​	Communications with the Board of Directors	​	​	34	​
​	Stockholder Recommendations for Nominations to the Board of Directors	​	​	34	​
​	RESPONSIBLE BUSINESS PRACTICES	​	​	35	​
​	Our Values	​	​	35	​
​	Protecting Our Business	​	​	35	​
​	Code of Conduct	​	​	35	​
​	Insider Trading Policy	​	​	35	​
​	Serving Our Customers	​	​	36	​
​	Supporting Our Employees	​	​	38	​
​	Impacting Our Communities	​	​	38	​
​	Transparent Approach to Public Policy Advocacy	​	​	39	​
​	Additional Information	​	​	39	​
​	RELATED PARTY TRANSACTIONS	​	​	40	​
​	REPORT OF THE AUDIT COMMITTEE	​	​	42	​
​	EXECUTIVE OFFICERS	​	​	43	​
​	EXECUTIVE COMPENSATION	​	​	46	​
​	Compensation Discussion and Analysis	​	​	46	​

​	Executive Summary	​	​	46	​
​	2024 Stockholder Advisory Vote on Executive Compensation	​	​	48	​
​	Executive Compensation Philosophy and Objectives	​	​	49	​
​	Our Compensation-Setting Process	​	​	51	​
​	Compensation Peer Group	​	​	52	​
​	Fiscal 2025 Leadership Structure and Changes​	​	​	53	​
​	Elements of Our Executive Compensation Program	​	​	54	​
​	Other Compensation Policies	​	​	62	​
​	Tax and Accounting Considerations	​	​	63	​
​	REPORT OF THE COMPENSATION COMMITTEE	​	​	64	​
​	SUMMARY COMPENSATION TABLE	​	​	65	​
​	Grants of Plan-Based Awards in Fiscal 2025	​	​	66	​
​	Outstanding Equity Awards at Fiscal Year-End.	​	​	67	​
​	Stock Vested in Fiscal 2025	​	​	68	​
​	401(k) Plan	​	​	68	​
​	Pension Benefits and Nonqualified Deferred Compensation	​	​	68	​
​	CEO Pay Ratio Disclosure	​	​	68	​
​	Pay Versus Performance	​	​	70	​
​	EQUITY COMPENSATION PLAN INFORMATION	​	​	74	​
​	Securities Authorized for Issuance Under Equity Compensation Plans	​	​	74	​
​	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT​	​	​	75	​
​	DELINQUENT SECTION 16(a) REPORTS	​	​	77	​
​	EMPLOYMENT ARRANGEMENTS AND INDEMNIFICATION AGREEMENTS	​	​	78	​
​	Employment Arrangements	​	​	78	​
​	Potential Payments Upon Termination or Change in Control	​	​	78	​
​	Indemnification Arrangements	​	​	81	​
​	QUESTIONS AND ANSWERS	​	​	82	​
​	ADDITIONAL INFORMATION	​	​	86	​
​	Stockholder Proposals for 2026 Annual Meeting	​	​	86	​
​	Solicitation of Proxies	​	​	86	​
​	Fiscal 2025 Annual Report	​	​	86	​
​	OTHER MATTERS	​	​	86	​
​	APPENDIX A: Non-GAAP Measures	​	​	A-1	​

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements, which are subject to safe harbor protection under the Private Securities Litigation Reform Act of 1995. All statements contained in this report other than statements of historical fact, including statements regarding our strategies and objectives, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “seek,” “plan,” and similar expressions are intended to identify forward-looking statements. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section of, and elsewhere in, our Annual Report on Form 10-K for the fiscal year ended January 31, 2025, and our other filings with the Securities and Exchange Commission (“SEC”). All forward-looking statements are based on management’s estimates, projections, and assumptions as of the date hereof. Although we believe that the forward-looking statements are reasonable, we cannot guarantee future results, levels of activities, performance, or achievements. We undertake no duty to update any of these forward-looking statements after the date of this Proxy Statement or to conform these statements to actual results or revised expectations, except as required by law.

TRADEMARKS

Workday, the Workday logo, Peakon, Workday Illuminate, and VIBE are trademarks of Workday, Inc., which may be registered in the United States and elsewhere. Other trademarks, service marks, or trade names appearing in this Proxy Statement are the property of their respective owners.

NO INCORPORATION OF WEBSITES BY REFERENCE

This Proxy Statement includes several website addresses. These are intended to provide inactive, textual references only, and the information on these websites is not a part of this Proxy Statement.

FISCAL YEAR

Our fiscal year ends on January 31. References to “fiscal 2025,” for example, refer to the fiscal year ended January 31, 2025.

   

 

​	Date and Time:	​	​	June 4, 2025, 9:00 a.m. Pacific Daylight Time	​
​	Location:	​	​	The Annual Meeting will be held online at www.virtualshareholdermeeting.com/WDAY2025 via a live audio webcast. You will not be able to attend the Annual Meeting in person.	​
​	Record Date:	​	​	April 7, 2025	​
​	Meeting Access:	​	​	Stockholders who held shares of our common stock as of the record date will be able to access and vote at the Annual Meeting by using the 16-digit control number included in the Internet Notice or with the proxy materials they received. Others may also access and listen to the virtual meeting via the link above but are not eligible to vote.	​
​	Who Can Vote:	​	​	Holders of record of our Class A and Class B common stock as of the record date are entitled to vote. Our Class A common stock, which is publicly traded, has one vote per share. Our Class B common stock, which is primarily held by certain of our executive officers, directors, and other affiliates, has 10 votes per share. We strongly encourage all stockholders to vote and to do so as promptly as possible.	​
​	How to Vote:	​	​	Below are the ways stockholders who held shares of our common stock as of the record date can vote ahead of and during the Annual Meeting. If you only received an Internet Notice, you can vote online. If you received a copy of the proxy materials, you can vote online, by phone, or by mail following the instructions provided. If you hold your shares through a broker, bank, or other nominee, you should receive a voting instruction form that contains voting instructions.	​
​		​	​	​	​

​

HOW TO VOTE (requires the 16-digit control number included in your Internet Notice, proxy card, or voting instruction form)​

​

​

ONLINE BEFORE ANNUAL MEETING

​

​

​

PHONE (if you received proxy materials)

​

​

​

MAIL (if you received proxy materials)

​

​

​

ONLINE DURING ANNUAL MEETING

​

​

​

​

​

​

​

​

​

​

​

​

​

Go to www.proxyvote.com until 11:59 p.m. EDT on June 3, 2025

​

​

​

Call toll-free at 1-800-690-6903 until 11:59 p.m. EDT on June 3, 2025

​

​

​

Complete and mail your proxy card so it is received prior to the Annual Meeting

​

​

​

Go to www.virtualshareholdermeeting.com/​ WDAY2025

​

​

​

​

Please see the “Question and Answer” section beginning on page 82 for additional information about the Annual Meeting, voting, and other procedures.

​

2025 Proxy Statement | 1

PROXY STATEMENT SUMMARY

 

​	PROPOSALS	​	​	BOARD RECOMMENDATION				​	​	FURTHER DETAILS	​
​	1. To elect to our Board of Directors the following four nominees to serve as Class I directors until the 2028 Annual Meeting of Stockholders: Carl M. Eschenbach, Michael M. McNamara, Michael L. Speiser, and Jerry Yang ​	​	​		​	​	“FOR” each director nominee	​	​	Pages 8-21	​
​	2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026 ​	​	​		​	​	“FOR”	​	​	Pages 22-23	​
​	3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement ​	​	​		​	​	“FOR”	​	​	Page 24	​

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

2 | workday.com

PROXY STATEMENT SUMMARY​

 

​

Governance Highlights​

​

​

​

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

2025 Proxy Statement | 3

PROXY STATEMENT SUMMARY

 

​

Stockholder Engagement

​

​

​

4 | workday.com

PROXY STATEMENT SUMMARY​

 

​

​

​

Alignment with stockholders

​

​

​

​

Focus on innovation and performance

​

​

​

​

Attract and retain talent

​

2025 Proxy Statement | 5

PROXY STATEMENT SUMMARY

 

​

WORKDAY AT-A-GLANCE

​

​

​

​

Our Business

​

​

​

​

Fiscal 2025 Financial Highlights

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Employees

​

​

Customer Service

​

​

Innovation

​

​

Integrity

​

​

Profitability

​

​

Fun

​

​

6 | workday.com

PROXY STATEMENT SUMMARY​

 

​

Help Others Innovate

​

​

​

Protect the Planet

​

​

​

Put People First

​

​

​

Act with Integrity

​

​		​	​		​	​		​
​	Committed to Our Culture​ • 13 Employee Belonging Councils, providing spaces open to all employees to drive connection and innovation ​ • Foster employee skills and career growth, with access to learning platforms and development opportunities and regular individual feedback ​	​				​	Committed to Our Values​ • Listed on JUST Capital’s 2025 JUST 100 ​ • Launched AI masterclass courses to upskill our employees and incorporated responsible AI practices into our Code of Conduct training ​ • In fiscal 2025, employees logged over 50,000 volunteer hours ​	​

2025 Proxy Statement | 7

   

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Our Board of Directors currently consists of 12 members. Our Certificate of Incorporation and Bylaws (together, our “formation documents”) provide for a classified Board consisting of three classes of directors, with directors serving staggered three-year terms. Directors in a particular class are nominated for additional three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors is elected at each annual meeting, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or until his or her earlier resignation or removal.

Our formation documents also provide that our Board may make changes by resolution concerning the authorized number of directors and that any additional directorships resulting from an increase in the authorized number of directors shall be distributed among the three classes as the Board determines in its discretion. The formation documents further provide that our Board or our stockholders may fill vacant directorships, except that in the event that the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, only our Board may fill vacancies.

Vote Required

Our Bylaws require that each director be elected by a majority voting standard in uncontested director elections. Our Bylaws provide that if an incumbent director fails, in an uncontested election, to receive the affirmative vote of a majority of the votes properly cast, then the director shall tender his or her resignation to the Nominating and Governance Committee of the Board of Directors. That committee will then make a recommendation to the Board on whether to accept or reject the resignation, nominate a replacement, or recommend any other related action be taken.

Accordingly, for the 2025 Annual Meeting, the election of each nominee requires the affirmative vote of a majority of the votes properly cast by the holders of shares present or represented by proxy at the meeting. Neither abstentions nor broker non-votes will be counted as votes cast for or against a nominee.

Upon the recommendation of the Nominating and Governance Committee, the Board has designated the four nominees listed below for election at the Annual Meeting, each of whom currently serves as a director of Workday. Together with the other members of the Board, these nominees bring a wide variety of relevant skills, professional experience, and backgrounds, as well as a broad range of viewpoints and perspectives to represent the long-term interests of stockholders and to fulfill the leadership and oversight responsibilities of the Board. The following table sets forth certain information about each of our directors, including our nominees.

8 | workday.com

PROPOSAL NO. 1: ELECTION OF DIRECTORS​

Summary of Director Experience and Qualifications

The matrix below summarizes key qualifications, skills, and attributes relevant to the decision to nominate candidates to serve on the Board of Directors. A mark indicates a specific area of focus or expertise on which the Board particularly relies. This summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board and not having a mark does not mean the director does not possess that qualification or skill. The biographies of our continuing directors and director nominees describe each director’s background and relevant experience in more detail.

2025 Proxy Statement | 9

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Nominees for Director

10 | workday.com

PROPOSAL NO. 1: ELECTION OF DIRECTORS​

2025 Proxy Statement | 11

PROPOSAL NO. 1: ELECTION OF DIRECTORS

12 | workday.com

PROPOSAL NO. 1: ELECTION OF DIRECTORS​

2025 Proxy Statement | 13

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Continuing Directors

14 | workday.com

PROPOSAL NO. 1: ELECTION OF DIRECTORS​

2025 Proxy Statement | 15

PROPOSAL NO. 1: ELECTION OF DIRECTORS

16 | workday.com

PROPOSAL NO. 1: ELECTION OF DIRECTORS​

2025 Proxy Statement | 17

PROPOSAL NO. 1: ELECTION OF DIRECTORS

18 | workday.com

PROPOSAL NO. 1: ELECTION OF DIRECTORS​

2025 Proxy Statement | 19

PROPOSAL NO. 1: ELECTION OF DIRECTORS

20 | workday.com

PROPOSAL NO. 1: ELECTION OF DIRECTORS​

2025 Proxy Statement | 21

   

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM​

The Audit Committee of the Board of Directors has appointed the firm of Ernst & Young LLP, an independent registered public accounting firm, to audit our consolidated financial statements for the year ending January 31, 2026. During our fiscal year ended January 31, 2025, Ernst & Young LLP served as our independent registered public accounting firm and has audited our consolidated financial statements since its appointment in 2008.

Notwithstanding its selection and even if our stockholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interests of Workday and its stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2026. Our Audit Committee is submitting the selection of Ernst & Young LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young LLP will be present at the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees billed or to be billed by Ernst & Young LLP and affiliates for professional services rendered with respect to the fiscal years ended January 31, 2025 and 2024. All of these services were approved by the Audit Committee.

​

(1)

Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews of our quarterly consolidated financial statements, and audits of our statutory financial statements in non-U.S. jurisdictions.

​

(2)

Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and not reported under “Audit Fees.” This primarily consists of fees for service organization control audits under Statement on Standards for Attestation Engagements No. 18 and fees for information security assessments.

​

(3)

Consists of fees in connection with tax compliance and tax consulting services.

​

Auditor Independence

Under its charter, the Audit Committee pre-approves audit and non-audit services rendered by our independent registered public accounting firm, Ernst & Young LLP. The Audit Committee has determined that the rendering of non-audit services for assurance and related services that are reasonably related to the performance of the audit services, audit-related services, tax services, and other services by Ernst & Young LLP is compatible with maintaining the principal accountants’ independence.

22 | workday.com

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM​

Pre-Approval Policies and Procedures

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our Audit Committee is responsible for the appointment, compensation, and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our Audit Committee (or its Chair if such approval is required prior to the next Audit Committee meeting) generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services.

Vote Required

The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the votes properly cast by the holders of shares present or represented by proxy at the meeting. Neither abstentions nor broker non-votes will be counted as votes cast for or against this proposal.

2025 Proxy Statement | 23

   

PROPOSAL NO. 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

We are seeking an advisory, non-binding stockholder vote with respect to the compensation awarded to our named executive officers (or “NEOs”), referred to as a “Say-on-Pay” vote, for the fiscal year ended January 31, 2025, in accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our executive compensation program and the compensation paid to our NEOs are described on pages 46-64 of this Proxy Statement. Our compensation programs are overseen by the Compensation Committee and reflect our philosophy to pay all of our employees, including our NEOs, in ways that support the following principles that we believe reflect our core values:

•

motivate, attract, and retain the best talent;

​

•

support a high-performance culture by rewarding excellence and achievement;

​

•

recognize and retain top-performing talent via differentiated rewards and opportunities;

​

•

reinforce alignment with Workday’s values (in particular, a focus on excellence and an attitude of ownership);

​

•

create alignment with Workday’s strategy and long-term performance; and

​

•

provide an opportunity for each employee to share in the success we create together.

​

To help achieve these objectives, we structure our NEOs’ compensation to reward the achievement of short-term and long-term strategic and operational goals.

Based on the above, we request that stockholders approve on a non-binding, advisory basis, the compensation of Workday’s NEOs as described in this Proxy Statement pursuant to the following resolution:

RESOLVED, that the compensation paid to Workday’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis” section, compensation tables, and narrative discussion, is hereby APPROVED.

Vote Required

Approval of our named executive officers’ compensation requires the affirmative vote of a majority of the votes properly cast by the holders of shares present or represented by proxy at the meeting. Neither abstentions nor broker non-votes will be counted as votes cast for or against this proposal.

As an advisory vote, this proposal is non-binding. Although the vote is non-binding, the Board of Directors and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our NEOs. Stockholders should be aware that this advisory vote occurs after significant NEO compensation decisions have been made in the current fiscal year. In addition, because the compensation elements integrate into an overall compensation package, it may not be possible or appropriate to change the compensation package to reflect the results of one year’s advisory vote on NEO compensation before the next annual meeting of stockholders.

Unless the Board modifies its policy on the frequency of holding advisory votes on NEO compensation, the next such advisory vote will occur at our 2026 Annual Meeting of Stockholders.

24 | workday.com

   

DIRECTORS AND CORPORATE GOVERNANCE

Corporate Governance

Our Corporate Governance Guidelines establish the governance framework within which the Board of Directors conducts its business and fulfills its responsibilities. These guidelines are available on our website at www.workday.com/governanceguidelines. The Board regularly reviews our Corporate Governance Guidelines in light of legal and regulatory requirements, evolving best practices, and other developments, and approves updates as appropriate.

Our Board has taken a thoughtful approach to board composition and refreshment to ensure that our directors have backgrounds that individually and collectively add significant value to the strategic decisions made by the company and that enable the Board to provide oversight of management as our company grows to help ensure accountability and transparency to our key stakeholders, including our stockholders. In addition to a strong, engaged, and highly independent Board with deep expertise in areas most critical to Workday’s business and strategic objectives, we are committed to a corporate governance structure that promotes long-term stockholder value creation through a sound leadership structure and by providing our stockholders with both the opportunity to provide direct feedback and key substantive rights to help ensure accountability.

Risk Oversight by Our Board of Directors

2025 Proxy Statement | 25

DIRECTORS AND CORPORATE GOVERNANCE

Risk is inherent in every business, and so risk assessment and oversight are critical parts of Workday’s governance and management processes. While our management team is responsible for the day-to-day management of risk, our Board of Directors is ultimately responsible for risk oversight. Our Board exercises its risk oversight function both directly and indirectly through its committees and believes that open communication between the Workday management team and our Board is essential for effective risk management and oversight. Our Board receives regular reports from members of senior management on areas of material risk to Workday, including strategic, operational, financial, cybersecurity- or privacy-related, sustainability-related, legal, regulatory, and reputational risks. While our full Board reviews material business and strategic risks, the Audit Committee, Nominating and Governance Committee, Compensation Committee, and Investment Committee support our Board in discharging its risk oversight duties and address risks inherent in their respective areas. We believe this division of responsibilities is an effective approach for addressing the risks we face, and that our Board leadership structure supports this approach.

Board Oversight of Security, Privacy, and Trust

Our Board of Directors devotes significant time to our privacy practices as well as cybersecurity and information security risks and cyber incident preparedness and response. Our Chief Information Security Officer and other internal and external privacy and security subject matter experts regularly update the Audit Committee and the Board on our privacy and security practices, as well as existing and emerging cyber threats, incident response, our security framework and governance processes, security features of the products we provide our customers, the results of third-party assessments, and the status of projects to strengthen our cybersecurity systems. Similarly, our full Board directly oversees corporate and product strategy and receives regular updates on our development and use of emerging technologies, including generative and agentic AI, as a part of our robust responsible AI oversight and governance program.

Director Independence

Our Class A common stock is listed on the Nasdaq Global Select Market. The listing rules of this stock exchange generally require that a majority of the members of a listed company’s board of directors be independent. Our Board of Directors has determined that none of our current directors who are not current employees (Messrs. Bogan, Frederick, Hawkins, McNamara, Speiser, Still, and Yang, and Mses. Centoni, Doughtie, and Morris) has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of the Nasdaq Global Select Market. The disinterested members of our Board have determined that the arms-length commercial transactions we enter into with companies that employ certain members of our Board do not interfere with the independence of such directors.

Leadership Structure

Our corporate governance framework provides the Board of Directors flexibility to determine the appropriate leadership structure that promotes Board effectiveness and is in the best interests of Workday and our stockholders. Our Corporate Governance Guidelines do not require the separation of the offices of Chair of the Board and Chief Executive Officer. The Board may appoint a Chair of the Board and one or more Vice Chair of the Board, at least one of whom will be an independent director. If the role of Chair is filled by a director who does not qualify as an independent director, the independent members of the Board will designate a Lead Independent Director. The Lead Independent Director may also be a Vice Chair of the Board.

In accordance with an established succession plan anticipated at the time of Mr. Eschenbach’s appointment as Co-Chief Executive Officer in December 2022, Mr. Eschenbach assumed sole Chief Executive Officer responsibilities and Mr. Bhusri transitioned to a full-time role as Executive Chair effective February 1, 2024, the start of our fiscal 2025. Mr. Bhusri and Mr. Eschenbach also serve as members of our Board, with Mr. Bhusri serving as Chair of the Board since April 2021. Because our Chair is a current executive officer of Workday, Mr. Hawkins serves as a Vice Chair and Lead Independent Director of the Board. Independent directors and management sometimes have different perspectives and roles in strategy development. Our independent directors bring experience, oversight, and expertise from outside of Workday, while Messrs. Bhusri and Eschenbach bring Workday-specific experience and expertise.

Our Board believes that the current leadership structure, coupled with a strong emphasis on independence, provides effective independent oversight of management while allowing the Board and management to benefit from the extensive executive leadership and operational experience of Messrs. Bhusri and Eschenbach. As Co-Founder and Executive Chair, Mr. Bhusri possesses in-depth knowledge of the issues, opportunities, and challenges facing Workday and its

26 | workday.com

DIRECTORS AND CORPORATE GOVERNANCE​

business, allowing Mr. Bhusri to serve as a strategic advisor to the Chief Executive Officer and other members of executive management while driving Workday’s innovation agenda, particularly in the pivotal domain of AI and product vision and strategy. Mr. Eschenbach, as Chief Executive Officer, is positioned to identify key strategic priorities and coordinate with the Board in executing our business strategy, and possesses extensive industry knowledge and highly relevant operating and executive leadership experience that is fundamental to our next phase of growth and our commitment to the continued creation of sustainable stockholder value.

Lead Independent Director

As of April 22, 2025, Mr. Hawkins serves as Vice Chair and as Lead Independent Director of the Board of Directors. As Lead Independent Director, among other responsibilities, Mr. Hawkins will:

•

preside over regularly scheduled meetings at which only our independent directors are present;

​

•

serve as a liaison between the Chief Executive Officer, Chair, and the independent directors;

​

•

be available, under appropriate circumstances, for direct communication with stockholders; and

​

•

perform such additional duties as our Board may otherwise determine and delegate from time to time.

​

Executive Sessions of Independent Directors

In order to promote open discussion among independent directors, our Board of Directors has a policy of conducting executive sessions of independent directors during each regularly scheduled Board meeting and at such other times if requested by an independent director. These executive sessions are usually chaired by our Lead Independent Director and feedback is provided to Workday’s Chief Executive Officer or other members of management, as needed, promptly after such executive sessions.

Meetings of the Board of Directors

It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. All members of the Board during fiscal 2025 attended our annual meeting held on June 18, 2024. We have scheduled our 2025 Annual Meeting on the same day as a regularly scheduled Board meeting in order to facilitate attendance by our Board members.

2025 Proxy Statement | 27

DIRECTORS AND CORPORATE GOVERNANCE

Committees of the Board of Directors

Our Board of Directors has established an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, and an Investment Committee. The current composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our Board. The following table provides membership information for each of our Board committees:

Audit Committee

Our Audit Committee is composed of Ms. Doughtie, and Messrs. Hawkins and McNamara, each of whom is independent and financially literate within the meaning of the Nasdaq Global Select Market rules. Mr. Hawkins is the Chair of the committee. Each of Ms. Doughtie, and Messrs. Hawkins and McNamara also satisfies the independence requirements of Rule 10A-3 of the Exchange Act. Ms. Doughtie, and Mr. Hawkins are each an Audit Committee financial expert, as that term is defined under SEC rules, and possess financial sophistication as defined under the rules of the Nasdaq Global Select Market. The designation does not impose on any of them any duties, obligations, or liabilities that are greater than are generally imposed on members of our Audit Committee and our Board of Directors.

The Audit Committee met nine times during fiscal 2025. The committee is directly responsible for, among other things:

•

selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

​

•

ensuring the independence of the independent registered public accounting firm;

​

•

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

​

•

establishing procedures for employees to submit concerns anonymously about questionable accounting or audit matters or alleged violations of our Code of Conduct or applicable laws;

​

•

overseeing our internal audit function and reviewing and discussing with management internal audit activities;

​

•

considering the adequacy of our internal controls and our internal audit function;

​

•

reviewing the development and implementation of disclosure controls and procedures with respect to sustainability disclosures;

​

•

overseeing our overall enterprise risk management framework and reviewing our major financial risk exposures, significant climate-related financial risks, cybersecurity, privacy, and other information technology risks, and processes to manage risk;

​

28 | workday.com

DIRECTORS AND CORPORATE GOVERNANCE​

•

overseeing our global ethics and compliance function;

​

•

reviewing proposed waivers of the Code of Conduct for directors and executive officers;

​

•

reviewing material related party transactions or those that require disclosure; and

​

•

approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

​

The Audit Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and the Nasdaq Global Select Market. The Audit Committee charter is available on our website at www.workday.com/audit-committee-charter.

Compensation Committee

Our Compensation Committee is composed of Mses. Centoni, Doughtie, and Morris, and Mr. Still, each of whom is independent within the meaning of the Nasdaq Global Select Market rules. Mr. Still is the Chair of our Compensation Committee. Each member of the committee is also a “non-employee director” under Rule 16b-3(b)(3)(i) of the Exchange Act and is free from any relationship that, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment as a Compensation Committee member.

The Compensation Committee met five times during fiscal 2025 and took action by unanimous written consent 14 times. The committee is responsible for, among other things:

•

reviewing and approving, or recommending that our Board approve, the compensation of our executive officers;

​

•

reviewing and recommending to our Board the compensation of our directors;

​

•

reviewing and approving, or recommending that our Board approve, the terms of any employment arrangements with our executive officers;

​

•

reviewing and approving the selection of peer companies used for compensation analysis;

​

•

reviewing and approving, or recommending that our Board approve, any amendment of our recoupment policies and practices and stock ownership guidelines applicable to our Board and/or executive officers;

​

•

administering our stock and equity incentive plans;

​

•

reviewing and approving, or making recommendations to our Board with respect to, incentive compensation and equity plans;

​

•

working with management and independent directors to facilitate ongoing succession planning for executive
officer positions;

​

•

reviewing our strategies and policies related to human capital management, including Workday’s total rewards programs; workforce planning and our skills-based hiring approach; employee skills, development, engagement, and well-being; and our inclusive, high-performance culture;

​

•

reviewing our major compensation and human capital-related risk exposures; and

​

•

reviewing our overall compensation philosophy.

​

The Compensation Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and the Nasdaq Global Select Market. The Compensation Committee charter is available on our website at www.workday.com/compensation-committee-charter.

Nominating and Governance Committee

Our Nominating and Governance Committee is composed of Messrs. Frederick, Hawkins, and McNamara, each of whom is independent within the meaning of the Nasdaq Global Select Market rules. Mr. McNamara is the Chair of our Nominating and Governance Committee.

The Nominating and Governance Committee met five times during fiscal 2025. The committee is responsible for, among other things:

•

identifying and recommending candidates for membership on our Board of Directors;

​

•

reviewing and recommending our Corporate Governance Guidelines and policies;

​

2025 Proxy Statement | 29

DIRECTORS AND CORPORATE GOVERNANCE

•

overseeing and periodically reviewing our (i) policies and programs concerning sustainability, corporate responsibility, and governance, (ii) public policy matters, including political activities and expenditures, and (iii) participation and visibility as a global corporate citizen;

​

•

overseeing significant environmental-related risks, including climate-related risks, and the steps management has taken to monitor or mitigate such risks;

​

•

conducting an annual review of the independence of the non-employee directors and members of the Nominating and Governance Committee, the Audit Committee, and the Compensation Committee;

​

•

reviewing and recommending the composition of our Board and its committees in light of the current needs of the Board, including determining whether it may be appropriate to add or remove directors after considering issues of judgment, age, skills, background, and experience;

​

•

overseeing the process of evaluating the performance of our Board;

​

•

reviewing any feedback received from stockholder engagement efforts and reviewing any proposals properly submitted by stockholders for action at annual meetings of stockholders and making recommendations to our Board regarding action to be taken in response to such proposals; and

​

•

assisting our Board on other corporate governance matters.

​

The Nominating and Governance Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of the SEC and the Nasdaq Global Select Market. The Nominating and Governance Committee charter is available on our website at www.workday.com/nominating-governance-committee-charter.

Investment Committee

Our Investment Committee is composed of Messrs. Bogan, Speiser, Still, and Yang. Mr. Yang is the Chair of our Investment Committee. Our Investment Committee is responsible for reviewing and approving, or recommending that the Board of Directors approve, certain mergers, acquisitions, joint ventures, and investments, and working with management to develop effective and scalable processes for the review and execution of such transactions. The Investment Committee met three times during fiscal 2025.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee is, or at any time during the past year has been, an officer or employee of ours during the time on which they served on the Compensation Committee. None of our executive officers currently serve, or in the past year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving on our Board of Directors or Compensation Committee.

Considerations in Evaluating Director Nominees

The Nominating and Governance Committee is responsible for identifying, evaluating, and recommending candidates to the Board of Directors for Board membership, or the Board may conduct the process of identifying and evaluating Board candidates directly. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing an experienced and highly qualified Board. Candidates may come to our attention through current members of our Board, professional search firms, stockholders, or other persons.

The Nominating and Governance Committee will recommend to the Board for selection all nominees to be proposed by the Board for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board for election at each annual meeting of stockholders, and, if requested by the Board, will recommend all director nominees to be appointed by the Board to fill interim director vacancies.

The Board will be responsible for nominating members for election to the Board and for filling vacancies on the Board that may occur between annual meetings of stockholders. The Board may, either directly or upon the recommendation of the Nominating and Governance Committee, consider the minimum qualifications set forth below and such other factors as it may deem, from time to time, are in the best interests of Workday and our stockholders.

30 | workday.com

DIRECTORS AND CORPORATE GOVERNANCE​

Director Qualifications

The Nominating and Governance Committee and the Board of Directors believe that candidates for director should have certain minimum qualifications, including, without limitation:

•

demonstrated business acumen and leadership, and high levels of accomplishment;

​

•

experience with high-growth companies and global public companies;

​

•

ability to exercise sound business judgment and to provide insight and practical wisdom based on experience;

​

•

commitment to understand Workday and its business, industry, and strategic objectives;

​

•

integrity and adherence to high personal ethics and values, consistent with our Code of Conduct;

​

•

ability to read and understand financial statements and other financial information pertaining to Workday;

​

•

commitment to enhancing stockholder value;

​

•

willingness to act in the interest of all stockholders; and

​

•

for directors who are not current or former employees, independence under Nasdaq Global Select Market listing standards and other applicable rules and regulations.

​

In the context of the Board’s existing composition, other requirements that are expected to contribute to the Board’s overall effectiveness and meet the needs of the Board and its committees may be considered.

The Nominating and Governance Committee oversees each individual director’s performance, the Board’s performance, and the operation and composition of each committee. Also, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. To help ensure that our directors devote sufficient time to carry out their duties and responsibilities effectively, our Corporate Governance Guidelines provide that each director may not serve on more than three other public company boards without prior approval of the Nominating and Governance Committee and that each director should engage in discussion with our Nominating and Governance Committee prior to accepting an invitation to serve on a public or for-profit private company board of directors.

When considering nominees, our Nominating and Governance Committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, financial and other business expertise, breadth of experience, relevant skills and whether their skills are complementary to those of our existing board, and experience in and knowledge about our business or industry. Workday does not have a formal diversity policy with regards to directors, however Workday values inclusion on a company-wide basis and endeavors to assemble a board with varied perspectives and backgrounds. The Nominating and Governance Committee does not assign specific weights to any particular criteria and reviews the candidate’s qualifications in light of the specific needs of the Board at that time.

Director Tenure and Board Refreshment

We believe that a mix of long- and shorter-tenured directors contributes to the effectiveness of our Board of Directors. Long-tenured directors possess institutional knowledge and valuable historical insights into Workday’s operations, while new directors bring fresh perspectives. To achieve the appropriate balance of tenure, skills, experience, and contributions, the Board carefully considers its composition on an ongoing basis. In furtherance of this objective, and to strengthen representation of certain key skills and experiences, including AI expertise and operational experience, the Board elected Mses. Centoni and Morris and Messrs. Hawkins and Speiser within the last two fiscal years.

Under the Corporate Governance Guidelines, there are no limits on the number of three-year terms that may be served by a director. However, in connection with evaluating recommendations for nomination for re-election, director tenure is considered.

2025 Proxy Statement | 31

DIRECTORS AND CORPORATE GOVERNANCE

Director Onboarding and Continuing Education

Our director onboarding program is designed to familiarize new directors with our company, industry, culture, and policies in an effort to optimize their service on the Board of Directors. New directors receive orientation materials that provide them with important information about Workday, our Board, and the general roles and responsibilities of directors of publicly traded companies. Each new director also is invited to meet with our executives and other key members of senior management to gain a deeper understanding of Workday’s business and operations.

We recognize the benefit of continuing education for our directors — especially in the areas presenting the most critical risks to Workday. Our executives, other key members of senior management, and outside experts, as appropriate, routinely speak at Board and committee meetings on topics impacting Workday, including emerging risks, industry trends, technological developments, and competitive challenges. We have provided director education on evolving areas such as cybersecurity and AI, allowing our directors to build upon their existing skills and expertise while gaining a better understanding of new challenges and opportunities facing our business. We also encourage our directors to attend external educational programs and provide financial and administrative support for that purpose.

Annual Board Evaluations

Our Board of Directors is committed to continuous improvement, and the annual Board and committee self-evaluations play critical roles in assessing the overall effectiveness of our Board and committees. The evaluations allow each director to assess the processes, structure, composition, and effectiveness of the Board and of each committee on which he or she sits, as well as their own contributions. The annual evaluation process is set forth below.

Non-Employee Director Compensation

Under our current compensation practices, our non-employee directors receive equity compensation for their service as directors, which we believe reinforces alignment with our stockholders and is consistent with our overall compensation philosophy. Our Board of Directors has historically approved annual refresh grants for our non-employee directors in respect of their Board and committee service at levels recommended by our Compensation Committee. Our compensation practices for non-employee directors are reviewed annually by our Compensation Committee. In addition, our executive compensation consultant, Semler Brossy Consulting Group (“Semler Brossy”), analyzes the competitive position of our director compensation program against the peer group used to review our executive compensation and examines how our director compensation levels, practices, and design features compare to members of our compensation peer group. Our Compensation Committee reviews this peer group to assess our director compensation against companies that have a similar size and growth trajectory as Workday and have similar business characteristics, such as companies focused on cloud applications or enterprise software. You can find additional information on our compensation peer group in the “Compensation Discussion and Analysis” section included elsewhere in this Proxy Statement.

During fiscal 2025, in accordance with the practices described above, our Compensation Committee reviewed our non-employee director compensation program and recommended that the Board maintain the annual refresh grant of restricted stock units (“RSUs”) to our non-employee directors and to the Chair, Vice Chair/​Lead Independent Director, and Committee members at the same levels disclosed in our 2024 Proxy Statement, which are set forth in the table below. The number of RSUs awarded to each director is determined by dividing the value of RSUs approved by the Board for each director by the trailing 20-day simple moving average stock price of Workday’s Class A common stock, calculated using the 20 trading days prior to the date of grant. These equity awards vest in one annual installment on May 5th of the year following the year of grant, assuming continuous service through the vest date.

32 | workday.com

DIRECTORS AND CORPORATE GOVERNANCE​

Additionally, upon joining our Board, a non-employee director will generally be granted an initial equity award in connection with his or her appointment to the Board. Our 2022 Equity Incentive Plan provides that a continuing non-employee director may receive awards representing no more than $750,000 total value in any calendar year, and a newly appointed non-employee director may receive awards up to $1,750,000 in total value in the calendar year in which the individual first becomes a non-employee director, provided that any initial award granted in connection with the commencement of his or her initial service as a non-employee director shall not exceed $1,000,000 in value.

Consistent with the above, in fiscal 2025, the Compensation Committee granted awards to the non-employee directors as set forth in the following table. We also reimburse directors for travel expenses incurred in connection with attendance at Board meetings and other Workday events and for expenses incurred for continuing education related to their service as directors. Other than as set forth in the table below, in fiscal 2025, we did not pay any cash compensation or other fees to, make any equity awards or non-equity awards to, or pay any other compensation to any person who served as a non-employee director for all or a portion of fiscal 2025 in respect of their service as members of our Board.

​

(1)

RSU awards shown in the table above will vest in full on May 5, 2025, other than as indicated in the following footnotes. The following table provides information regarding outstanding equity awards held by non-employee directors as of January 31, 2025:

​

​

(i)

The market value of unvested RSUs is calculated by multiplying the number of unvested shares held by the applicable director by the closing price of our Class A common stock on January 31, 2025, the last trading day of our fiscal year, which was $262.06.

​

2025 Proxy Statement | 33

DIRECTORS AND CORPORATE GOVERNANCE

(2)

The amounts included in the “Value of RSU Award on the Date of Grant” column represent the aggregate grant date fair value of the RSU awards calculated in accordance with Financial Accounting Standards Board, Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value of each RSU award is measured based on the closing price of our Class A common stock on the date of grant. These amounts do not reflect the actual economic value that may ultimately be realized by the directors.

​

(3)

Ms. Centoni was granted RSUs on December 5, 2024, with a target value of $750,000 in connection with her appointment to our Board, one-fourth of which will vest on December 5, 2025, and the balance of which will vest in equal installments over the following 12 quarters, assuming continuous service through the applicable vesting dates.

​

(4)

Ms. Davies resigned from the Board on July 2, 2024, and therefore, the 1,611 RSUs she was granted in fiscal 2025 will not vest pursuant to the terms of the grant.

​

(5)

Mr. Speiser was granted RSUs on July 5, 2024, with a target value of $750,000 in connection with his appointment to our Board, one-fourth of which will vest on July 5, 2025, and the balance of which will vest in equal installments over the following 12 quarters, assuming continuous service through the applicable vesting dates.

​

Communications with the Board of Directors

Stockholders and other interested parties wishing to communicate about bona fide issues or questions with the Board of Directors or with an individual member of the Board may do so by writing to the Board or to the particular member of the Board, care of the Corporate Secretary at generalcounsel@workday.com or by mail to the Corporate Secretary, Workday, Inc., 6110 Stoneridge Mall Road, Pleasanton, California 94588. The communication should indicate that it contains a stockholder or interested party communication. All such communications will be forwarded to the director or directors to whom the communications are addressed. Workday will generally not forward to the Board a communication that it determines to be primarily commercial in nature or related to an improper or irrelevant topic, or that requests general information about Workday.

Stockholder Recommendations for Nominations to the Board of Directors

The Nominating and Governance Committee will consider properly submitted stockholder recommendations for candidates for our Board of Directors who meet the minimum qualifications as described above. A stockholder of record can nominate a candidate for election to the Board by complying with the procedures in Article I, Section 1.12 of our Bylaws. Any nomination should be sent in writing to the Corporate Secretary, Workday, Inc., 6110 Stoneridge Mall Road, Pleasanton, California 94588. Submissions must include the full name of the proposed nominee, complete biographical information, a description of the proposed nominee’s qualifications as a director, other information specified in our Bylaws and Rule 14a-19, and a written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. These candidates are evaluated at meetings of the Nominating and Governance Committee and may be considered at any point during the year.

All proposals of stockholders that are intended to be presented by such stockholder at an annual meeting of stockholders must be in writing and notice must be delivered to the Corporate Secretary at the principal executive offices of Workday not later than the dates described below under “Additional Information — Stockholder Proposals for 2026 Annual Meeting.”

34 | workday.com

   

RESPONSIBLE BUSINESS PRACTICES

Our Values

Our core values give all of us at Workday a framework for leadership, daily decisions, and employee satisfaction, and help us enjoy our time at work. Staying true to our values has helped to preserve our culture, even as we continue to expand our operations around the globe, and has guided our decisions to help protect and take care of our people, our customers, and our communities.

Protecting Our Business

We believe that maintaining responsible business practices and the highest levels of ethical conduct at every level of our business contributes to our long-term success while allowing us to effectively serve our customers, support our employees, innovate, grow our business, and make positive impacts in the communities in which we operate. At Workday, integrity is paramount, and we actively seek opportunities to contribute to a more sustainable future through responsible AI innovation, sound business practices, and stakeholder engagement. As discussed further below, we recognize the transformative potential of AI and we are committed to responsible AI innovation, striving for ethical development and deployment of AI-powered technology that aligns with our core values. Our dedication to privacy and security underscores our commitment to safeguarding the valuable information entrusted with us by our customers. By prioritizing ethical conduct, sound governance, and effective management- and board-level oversight of responsible AI, privacy, and security, we foster trust with our stakeholders, mitigate risks, and can build a resilient and sustainable business. Our dedication to responsible business practices is not only a reflection of our values but also a critical driver of our enduring success, positive impact, and our ability to move business forever forward.

Code of Conduct

We have adopted a Code of Conduct that applies to all of our directors, officers, employees, and contractors. The Code of Conduct helps simplify our commitment to integrity by providing a framework for doing the right thing. To foster a strong culture of compliance and ethics, we conduct annual compliance and ethics training of our Code of Conduct for all employees. In fiscal 2025, we had a 100% completion rate for our annual Code of Conduct training.

Our Code of Conduct is available on our website at www.workday.com/codeofconduct.

Insider Trading Policy

Aligned with our commitment to maintaining the highest ethical standards, we have adopted an Insider Trading Policy governing the purchase, sale, and other transactions of Workday securities by our directors, officers, employees, and contractors, as well as Workday itself. Workday believes that its Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. The policy prohibits trading in Workday’s or another company’s securities while in possession of material nonpublic information about the company that issued the security. The policy also prohibits disclosing material nonpublic information about Workday or another company, to others who may trade on the basis of that information, and provides information about our quarterly restricted trading periods. The Insider Trading Policy also prohibits Workday from transacting in its own securities unless in compliance with applicable laws, rules and regulations, including any applicable listing standards, as well as our Code of Conduct.

A copy of the Workday Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for our fiscal year ended January 31, 2025.

2025 Proxy Statement | 35

RESPONSIBLE BUSINESS PRACTICES

Serving Our Customers

We are committed to building responsible, trustworthy AI solutions and acting ethically and transparently in the design and delivery of our solutions to help enable our customers to unlock human potential, drive business value, and enable their employees to focus on strategic and fulfilling work. At Workday, we prioritize customer trust in our products and technologies, including our practices in security, privacy, and compliance, as well as our enterprise approach to identifying and mitigating risks to fundamental human rights and safety. We employ rigorous measures at the organizational, architectural, and operational levels that are designed to protect customer data, applications, and infrastructure and to help ensure compliance with laws and regulations.

At Workday, we understand that AI is an exciting and transformative technology, which also presents risks for unintended consequences. We are all in on developing AI solutions that solve real business problems and give our customers a competitive advantage, and we understand what it takes to build and maintain trust in these technologies.

Responsible AI (“RAI”) is our approach that guides the design and development of our AI systems in a manner that adheres to transparent and accountable standards for trustworthy and ethical technologies. RAI is not only the right thing to do, but a smart business decision that will safeguard us from risks and support our growth as we aspire to be on the cutting-edge of AI innovation.

Our RAI framework charts our course to innovate with integrity. The framework is designed to put our customers in control of whether and how we use their data and we aim to operate with transparency, an embodiment of customer service as one of our core values. We recognize that customers won’t adopt our AI solutions unless they trust us, and we are motivated to earn and maintain their trust.

Since 2019, we have publicly committed to ethical, responsible, and trustworthy AI development. Our commitment to RAI is a reflection of our core values, allowing us to innovate with integrity while operating with speed to serve our customers. In our effort to develop responsible and trustworthy AI, we aspire to develop products that:

We’ve developed RAI practices that are designed to guide our adherence to these principles and maintain our commitment to ethical AI, covering (i) Safety & Security, (ii) a Human-Centered approach to AI, and (iii) Explainability & Transparency of AI. To further operationalize our RAI principles, we have built a robust RAI program that includes processes for AI risk evaluation and mitigation for new AI technologies we develop. Our risk-tiered RAI protocols guide the development of AI products, and our dedicated RAI team enables Workmates in the field to act on and address these protocols as they build. Our RAI oversight and governance structure, as shown below, helps ensure clear responsibilities and effective oversight.

36 | workday.com

RESPONSIBLE BUSINESS PRACTICES​

As organizations navigate the changing world of work, we aim to enhance their experiences across finance and HR using AI to help elevate human capabilities. Our RAI principles and oversight structure serve as the cornerstone of our work in this space and guide us in the development of AI technologies that help drive positive societal outcomes and expand growth opportunities for our customers and their employees.

In alignment with our RAI principles, we advocate for workable AI regulation that builds trust and drives innovation. From the EU AI Act to U.S. federal and state legislation, we are a leading voice in support of practical safeguards that benefit our customers and help Workday innovate responsibly. We expect our RAI practices will continue to evolve in line with new regulation.