Lynne M. Doughtie
WorkdayAbout Lynne M. Doughtie
Independent director at Workday (WDAY) since 2021; age 62. Former U.S. Chair and CEO of KPMG LLP (2015–2020) and prior Vice Chair of KPMG’s U.S. Advisory business (2011–2015). Holds a bachelor’s degree in accounting from Virginia Tech. Serves on Workday’s Audit and Compensation Committees and is designated an Audit Committee financial expert; current board term (Class III) expires in 2027. External public boards: The Boeing Company (since Jan 2021) and McKesson Corporation (since Feb 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | U.S. Chair & CEO | 2015–June 2020 | Led audit, tax, advisory firm; extensive risk and information security oversight |
| KPMG LLP | Vice Chair, U.S. Advisory | 2011–2015 | Advised on complex global strategies and risk management |
| KPMG LLP | Various leadership roles | 1985–2011 | Built financial, risk, and global operations expertise |
External Roles
| Organization | Role | Start Date | Committees/Notes |
|---|---|---|---|
| The Boeing Company | Director | Jan 2021 | Not disclosed in WDAY proxy |
| McKesson Corporation | Director | Feb 2025 | Not disclosed in WDAY proxy |
| Nonprofits/private boards (various) | Advisor/Director | Ongoing | Not specified |
Board Governance
- Independence: Determined independent under Nasdaq rules; sits on 100% independent Audit and Compensation Committees.
- Committee assignments: Audit Committee member (Audit met 9 times in FY2025); Compensation Committee member (met 5 times; 14 unanimous written consents).
- Financial expertise: Designated Audit Committee financial expert (SEC definition) and financially sophisticated under Nasdaq rules.
- Engagement: Co‑signatory to Audit Committee report recommending inclusion of audited financial statements in 10‑K.
- Board structure: Classified board; her Class III term runs to 2027; Lead Independent Director is Mark J. Hawkins; executive sessions held each regularly scheduled meeting.
- Attendance: All board members attended the 2024 annual meeting; specific individual board/committee attendance rates not disclosed.
Fixed Compensation
| Component | Structure | Amount | Vesting/Notes |
|---|---|---|---|
| Annual RSU grant (non‑employee director) | Equity-only (no cash retainer) | $320,000 | Vests in one annual installment on May 5 following grant year |
| Chair, Vice Chair/Lead Independent Director RSU add-on | Equity-only | $50,000 (each) | Same vesting as annual grant |
| Audit Committee Chair RSU add-on | Equity-only | $75,000 | Same vesting |
| Audit Committee Member RSU add-on | Equity-only | $37,500 | Same vesting |
| Other Committee Chair RSU add-on | Equity-only | $50,000 | Same vesting |
| Other Committee Member RSU add-on | Equity-only | $25,000 | Same vesting |
| Doughtie actual FY2025 grant | RSUs | 1,724 shares; $358,058 grant-date fair value | Grant date 6/18/2024; vests May 5, 2025 |
Notes:
- Directors receive equity compensation only; no cash retainers or meeting fees are disclosed.
- Initial RSUs for new directors can be up to $1,000,000 (within a $1,750,000 first-year cap); ongoing annual director awards capped at $750,000 per calendar year under plan limits.
Performance Compensation
| Element | Metrics | Payout Curve | Status for Directors |
|---|---|---|---|
| Performance-based equity (PSUs) | Adjusted subscription revenue growth; adjusted non-GAAP operating margin (Profitable Growth goals) | PSU payout max 150% over 3-year period; vests at end of cycle | Applies to executives from FY2026; not used for non‑employee directors (directors receive time-based RSUs only) |
Other Directorships & Interlocks
| Counterparty | Relationship to WDAY | Potential Interlock/Conflict |
|---|---|---|
| Boeing | Doughtie is a director | No WDAY-related party transaction disclosed involving Boeing – |
| McKesson | Doughtie is a director | No WDAY-related party transaction disclosed involving McKesson – |
Workday’s related-party transactions disclosed in FY2025 involved founders/affiliates and a director’s family member employment (Still’s son), not Doughtie.
Expertise & Qualifications
- Financial/accounting and risk oversight; former Big Four CEO; information security awareness noted.
- Audit Committee financial expert; strong governance and compliance orientation.
- Global business operations and advisory experience across industries.
Equity Ownership
| Holder | Class A Shares | RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Total Voting Power |
|---|---|---|---|---|
| Lynne M. Doughtie | 8,470 | 1,724 | 10,194 | <1% (asterisk) |
Additional details:
- No hedging permitted for directors; pledging prohibited for directors and SVPs under Insider Trading Policy.
- Director stock ownership guideline: $600,000 (set dollar amount for directors); individual compliance status not disclosed.
- Outstanding RSUs at 1/31/2025: 184 ($48,219 market value) and 1,724 ($451,791); market value based on $262.06 closing price on 1/31/2025.
Insider Trades
| Item | FY2025 Status |
|---|---|
| Section 16(a) timeliness | No delinquent filings disclosed for Doughtie; late Form 4s were noted for Duffield, Eschenbach, Robinson, Still. |
Governance Assessment
- Strengths: Deep financial and risk oversight background; Audit Committee financial expert; dual committee membership (Audit, Compensation) supports board effectiveness; independent status; active Audit Committee engagement (9 meetings) and Compensation actions (5 meetings; 14 written consents).
- Alignment: Director pay is equity-only (RSUs), reinforcing stockholder alignment; strict anti-hedging/pledging policy; director ownership guideline ($600,000).
- Shareholder responsiveness: As Compensation Committee member, part of board that incorporated PSUs and profitability metrics into FY2026 executive comp following 82% Say‑on‑Pay approval and outreach.
- Conflicts/Red flags: No related-party transactions or conflicts disclosed involving Doughtie; no tax gross-ups; no single-trigger change-in-control equity acceleration; no evergreen equity plan features. –
- Attendance: Annual meeting attendance was 100% for directors; specific individual meeting attendance rates not disclosed.