Aneel Bhusri

About Aneel Bhusri

Aneel Bhusri is Co-Founder and Executive Chair of Workday, serving as Chair of the Board since April 2021 and previously as Co-CEO and CEO; he has been a director since 2005 and is age 59 with degrees from Brown University (EE and Economics) and an MBA from Stanford . He transitioned to full-time Executive Chair effective February 1, 2024, as part of the leadership succession, with Carl Eschenbach becoming sole CEO . Workday delivered FY25 total revenue of $8.4B (+16% YoY), subscription revenue of $7.7B (+17%), and operating cash flow of $2.5B (+15%), underpinning pay-versus-performance alignment disclosed in the proxy’s PVP section . Workday was added to the S&P 500 and Fortune 500, reflecting execution momentum during his continuing tenure as Executive Chair .

Past Roles

External Roles

Fixed Compensation

Notes:

• Bhusri historically does not participate in the executive cash bonus plan due to large ownership stake alignment .

Performance Compensation

FY25 incentive design (company-wide context; Bhusri does not receive cash bonuses):

• Cash bonus plan funding metrics: 80% adjusted subscription revenue; 20% annual customer satisfaction score .
• FY25 funding result: adjusted subscription revenue $7.701B → 82.4% funding; CSAT 92.9% → 79% funding; aggregate payout 81.7% of targets (NEOs) .
• FY26 evolution: introduce PSUs (25% of equity) with three-year “Profitable Growth” targets (adjusted subscription revenue growth and adjusted non-GAAP operating margin), max 150%; add non-GAAP operating margin to cash bonus plan .

Vesting schedules:

• RSUs vest one-fourth at ~one-year from vesting start date, then quarterly over the next 12 quarters, subject to continued service .

Equity Ownership & Alignment

Insider selling pressure indicators:

• Stock vesting in FY25: 98,045 shares with $24.9M value; potential supply from vesting cycles, subject to 10b5‑1 plan and trading windows .

Employment Terms

Perquisites and security:

• Company funds comprehensive security plan for Bhusri; FY25 personal security costs $3,364,137 and personal aircraft use incremental cost $327,938 (no tax gross‑ups) . Aircraft primarily designated for Bhusri for security/privacy/productivity; personal use treated as imputed income .

Board Governance

• Role and independence: Executive Chair; not independent; Board structured with Lead Independent Director (Mark J. Hawkins) and independent committees to mitigate dual-role concerns .
• Lead Independent Director responsibilities: presides over executive sessions, liaison with CEO/Chair, available to stockholders .
• Committees: No committee membership for Bhusri; all committees (Audit, Compensation, Nominating & Governance, Investment) are 100% independent .
• Meeting attendance: All directors attended the 2024 annual meeting; executive sessions held at each regular meeting .

Director compensation (context):

• Non-employee directors receive annual RSUs; standard director RSU value $320,000; Chair (non‑employee) $50,000; Lead Independent $50,000; committee chairs/members receive incremental RSU values; awards vest annually on May 5 . Bhusri is an employee director and does not receive non‑employee director RSUs .

Say‑on‑Pay and peer benchmarking:

• 2024 Say‑on‑Pay support: 82% of votes cast; company engaged extensively with shareholders and added PSUs for FY26 in response to feedback .
• Compensation consultant: Semler Brossy; program reviewed against a cloud/software peer group (e.g., Adobe, Salesforce, ServiceNow, Palo Alto Networks, Snowflake, etc.); no fixed percentile benchmarking .

Compensation Structure Analysis

Related Party Transactions and Governance Red Flags

• Stock Voting Agreement: Co-founders (Duffield and Bhusri) have an agreement covering Class B stock, aggregating ≈70% of voting power; dual-class structure concentrates control .
• Arms-length transactions with Duffield affiliates disclosed (Incline Alchemy; real estate lease), overseen via related-party policy and Audit Committee .
• Section 16 filings: Late Form 4s cited for certain executives/directors in FY25; none listed for Bhusri .

Investment Implications

• Alignment: Significant ownership and prohibitions on hedging/pledging, combined with long-dated RSU vesting, align incentives to long-term value creation .
• Governance: Executive Chair plus concentrated voting power via Class B and voting agreement underscore governance risk; mitigants include a Lead Independent Director and fully independent committees .
• Pay-for-performance: Introduction of PSUs and profitability metrics in FY26 should strengthen performance linkage; FY25 bonus funding at 81.7% shows discipline .
• Trading signals: Large FY25 vesting value ($24.9M) and ongoing RSU schedules suggest periodic supply potential; trades governed under 10b5‑1 and insider policy .
• Retention/exit economics: Double-trigger CIC treatment and Non-CIC acceleration limits strike a balance between retention and shareholder protection; Bhusri’s CIC total ~$43.7M (as of FY25) .

Appendix: Key Data Tables

Summary Compensation (FY2023–FY2025)

Outstanding Equity (as of Jan 31, 2025)

Note: Market values calculated at $262.06 closing price on Jan 31, 2025 .

Severance and CIC (as of Jan 31, 2025)

Beneficial Ownership (as of Apr 7, 2025)

Company Performance (FY25)

Say-on-Pay and FY26 Changes

Committee and Governance Snapshot