Jerry Yang
WorkdayAbout Jerry Yang
Jerry Yang, age 56, is an independent director of Workday (WDAY) since 2013. He is Founding Partner of AME Cloud Ventures and serves as Chair of Workday’s Investment Committee; he holds BS and MS degrees in electrical engineering from Stanford University and previously co-founded Yahoo!, serving as CEO from 2007–2009 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo! Inc. | Co-Founder; Director; Chief Executive Officer | Director 1995–2012; CEO 2007–2009 | Led Yahoo’s investments in Yahoo! Japan and Alibaba; global consumer internet leadership experience |
| Lenovo, Inc. | Director | 2014–Nov 2023 | Board service at global tech OEM; international market exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alibaba Group Holding Limited | Director | Since 2014 (and previously 2005–2012) | Current public company directorship |
| Stanford University | Chair, Board of Trustees | Current | Non-profit governance leadership |
Board Governance
- Independence: Workday’s board is highly independent; Yang is designated independent and serves on 100% independent committees .
- Committee assignments: Investment Committee member and Chair; committee oversees M&A, JVs, investments; met three times in FY2025 .
- Board structure: Classified board with majority voting standard; directors serve staggered three-year terms .
- Engagement/attendance: All directors attended the June 18, 2024 annual meeting; frequent executive sessions of independent directors are held and chaired by the Lead Independent Director .
- Election results (2025): Yang re-elected as Class I director to 2028; vote tally below .
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Jerry Yang | 674,680,905 | 8,544,604 | 709,042 | 20,765,384 |
| Committee | Yang’s Role | FY2025 Meetings |
|---|---|---|
| Investment | Chair | 3 |
| Audit | — | 9 total (committee count for context) |
| Compensation | — (current roster: Centoni, Doughtie, Morris, Still) |
Note: The Compensation Committee report lists George Still (Chair), Lynne Doughtie, and Jerry Yang as signatories, indicating service during the period covered; current membership roster reflects subsequent refresh .
Fixed Compensation
- Structure: Equity-only; Workday paid no cash retainer, meeting fees, or option awards to non-employee directors in FY2025—comp was RSUs determined by a 20-day SMA and vesting annually on May 5 following grant .
| Component | Amount | Mechanics |
|---|---|---|
| Annual RSU for Non-Employee Director | $320,000 | Divided by 20-day SMA; vests in one annual installment |
| Committee Chair (other than Audit) | $50,000 | RSU value layered on top of director award |
| Committee Member (other committees) | $25,000 | RSU value |
| Director | Grant Date | RSUs Granted (shares) | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Jerry Yang | 6/18/2024 | 1,780 | $369,688 | Vests in full on 5/5/2025 |
Performance Compensation
- Directors: No performance-based metrics disclosed for director compensation; RSUs vest time-based only (no TSR/PSU framework for directors) .
| Performance Metric | Presence in Director Pay | Source |
|---|---|---|
| Revenue growth/EBITDA/TSR/ESG goals | Not used for directors | Time-based RSUs only |
Other Directorships & Interlocks
- Current public boards: Alibaba Group Holding Limited; prior public board Lenovo; Yahoo! historical role .
- Compensation Committee interlocks: Company discloses no interlocks or insider participation on the Compensation Committee in the past year .
Expertise & Qualifications
- Global consumer internet and technology leadership; strategic guidance on international markets and innovation; advisor to technology companies worldwide .
- Board skills matrix underscores reliance on software/technology and global operations experience; Workday highlights highly independent board, risk oversight, and director education including cybersecurity and AI .
Equity Ownership
| Holder | Class A Shares | RSUs Vesting within 60 Days | Trust/Indirect | Total Beneficial Ownership | % Voting Power |
|---|---|---|---|---|---|
| Jerry Yang | 91,914 | 1,780 | 2,500 (JY Trust) | 96,194 | <1% |
- Ownership guidelines: Directors must hold at least $600,000 in Workday stock; guideline applies to directors and executives and prohibits hedging/pledging. With 96,194 shares and a reference closing price of $262.06 on 1/31/2025, Yang’s holdings materially exceed the guideline threshold (value reference used for unvested RSUs in proxy) .
Governance Assessment
- Board effectiveness: As Investment Committee Chair, Yang oversees inorganic growth and strategic investments—critical for capital allocation discipline; the committee met three times in FY2025, indicating active oversight .
- Alignment: Equity-only director pay promotes stockholder alignment; no cash retainer or meeting fees; RSU layering for committee leadership corresponds to responsibilities (Yang’s chair stipend evident in his grant value) .
- Independence and risk controls: Independent status, majority voting standard, robust ownership guidelines, anti-hedging/anti-pledging policy, and frequent executive sessions support governance quality and investor confidence .
- Shareholder signals: Strong re-election vote counts and solid say-on-pay support (588,150,492 for; 94,924,689 against; 859,370 abstentions; broker non-votes 20,765,384) reflect broad investor backing of governance and compensation frameworks .
- Potential conflicts/related-party exposure: Company discloses related-party transactions involving co-founder affiliates and a director’s family member; no transactions involving Jerry Yang are disclosed for FY2025—no pledging/hedging permitted under policy .
RED FLAGS: None disclosed involving Yang. Broader governance environment includes concentrated voting power through Class B and co-founder voting agreement (~70% voting power), but not attributable to Yang’s holdings .