Mark J. Hawkins
WorkdayAbout Mark J. Hawkins
Mark J. Hawkins, age 66, is Workday’s Lead Independent Director and Vice Chair, serving on the Board since 2023. He chairs the Audit Committee and sits on the Nominating & Governance Committee, and is designated an Audit Committee financial expert under SEC rules. Hawkins is the former President and CFO of Salesforce, and previously served as CFO of Autodesk and CFO/SVP Finance & IT at Logitech, with earlier roles at Dell and Hewlett-Packard. He holds a bachelor’s degree from Michigan State University and an MBA from the University of Colorado.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Salesforce, Inc. | President & CFO Emeritus | Feb 2021 – Nov 2021 | Senior finance leadership across hyper-scale software; public company CFO experience |
| Salesforce, Inc. | President & CFO | 2017 – Feb 2021 | Oversight of finance, capital allocation, investor engagement |
| Salesforce, Inc. | EVP & CFO | 2014 – 2017 | Led finance function through rapid growth |
| Autodesk, Inc. | CFO & EVP | Not disclosed | Enterprise software finance leadership |
| Logitech International S.A. | CFO & SVP Finance & IT | Not disclosed | Hardware/consumer tech finance and IT oversight |
| Dell; Hewlett-Packard | Various positions | Not disclosed | Large-cap global operating experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Toast, Inc. | Director | Since April 2020 | Current public board |
| Cloudflare, Inc. | Director | Since June 2022 | Current public board |
| SecureWorks Inc. | Director | 2016 – Feb 2025 | Former public board |
Board Governance
- Independence and roles: The Board has determined Hawkins is independent under Nasdaq rules; he serves as Lead Independent Director and Vice Chair, presides over independent director sessions, liaises with the Chair/CEO, and is available for stockholder communications as appropriate. He chairs the Audit Committee and serves on Nominating & Governance. He is an Audit Committee financial expert under SEC rules.
- Committee activity (FY2025): Audit Committee met 9 times; Nominating & Governance met 5 times; Compensation met 5 times (14 actions by unanimous written consent); Investment met 3 times.
- Risk oversight: The Board oversees strategic/operational, cybersecurity/privacy, AI, and sustainability risks, with the Audit Committee overseeing ERM, financial reporting, cybersecurity/IT risk, ethics/compliance, related-party transactions, and sustainability disclosure controls.
- Engagement: All directors attended the June 18, 2024 annual meeting; the Board regularly holds executive sessions of independent directors chaired by the Lead Independent Director.
Committee Assignments and Meeting Frequency (FY2025)
| Committee | Role | Chair | FY2025 Meetings |
|---|---|---|---|
| Audit | Member | Mark J. Hawkins (Chair) | 9 |
| Nominating & Governance | Member | Michael M. McNamara | 5 |
| Compensation | Not a member | George J. Still, Jr. | 5 (plus 14 unanimous written consents) |
| Investment | Not a member | Jerry Yang | 3 |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | “We did not pay any cash compensation or other fees…to any non-employee director” in FY2025; travel/education expenses reimbursed. |
| Committee membership fees (cash) | $0 | No cash fees paid; equity awards used for Board/committee service. |
| Meeting fees | $0 | Not paid; travel and director education reimbursed. |
Performance Compensation
| Award Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (Board/committee service) | 6/18/2024 | 1,780 | $369,688 | Vests in full on 5/5/2025 (subject to service) |
- Director equity program (target values; delivered as RSUs): Non-Employee Director $320,000; Vice Chair & Lead Independent Director $50,000; Audit Committee Chair $75,000; Audit Committee Member $37,500; Chair of other committees $50,000; Member of other committees $25,000. RSUs generally vest in one annual installment on May 5 following grant; number of RSUs based on 20-day SMA prior to grant.
Performance metric structure
- RSUs for directors are time-based (no performance metrics); annual vest in one installment on May 5 following grant.
Outstanding equity (as of Jan 31, 2025)
| Award Type | Unvested Units | Market Value at 1/31/2025 ($262.06) |
|---|---|---|
| RSUs (Grant A) | 2,256 | $591,207 |
| RSUs (Grant B, 6/18/2024) | 1,780 | $466,467 |
Program features and governance
- Grant valuation per ASC 718 at closing price on grant date; no cash component for non-employee directors; initial RSU grants may be provided upon joining (caps per 2022 EIP).
Other Directorships & Interlocks
| Company | Relationship to WDAY | Interlock/Conflict Notes |
|---|---|---|
| Toast, Inc. | Unrelated per proxy | Board independence affirmed; Board states arm’s-length transactions with companies employing certain directors do not impair independence. No Hawkins-specific related party transactions disclosed. |
| Cloudflare, Inc. | Unrelated per proxy | Same as above. |
| SecureWorks Inc. | Former role ended Feb 2025 | Same as above. |
Expertise & Qualifications
- Financial and accounting expertise; designated Audit Committee financial expert; extensive public company CFO experience across software/technology.
- Executive leadership in global technology organizations (Salesforce, Autodesk, Logitech); broad operational/strategic oversight.
- Board governance and risk oversight experience (Audit Chair; Nominating & Governance member; ERM/cybersecurity oversight).
Equity Ownership
| Holder | Total Beneficial Ownership (Class A) | % Voting Power | Detail |
|---|---|---|---|
| Mark J. Hawkins | 5,712 shares | <1% | Includes 3,681 shares held directly and 2,031 RSUs vesting within 60 days of 4/7/2025. |
Ownership alignment and policies
- Stock ownership guidelines: Directors (other than the CEO/Executive Chair) must hold $600,000 in company stock (includes vested RSUs; excludes options), with phase-in periods.
- Hedging/pledging prohibited for directors; directors generally required to trade under 10b5‑1 plans and avoid quarterly restricted periods.
Governance Assessment
Positives and investor-confidence signals
- Independent leadership: Lead Independent Director role separated from Executive Chair/CEO, with defined responsibilities and regular executive sessions of independent directors.
- Strong financial oversight: Audit Chair and SEC-designated financial expert; Audit Committee met 9 times and oversees ERM, cybersecurity/IT risk, related-party transactions, and sustainability disclosure controls.
- Pay-for-alignment: No cash fees; RSU-only director compensation aligns directors with shareholders; structured, formulaic equity program with clear role-based modifiers.
- Ownership and conduct policies: Robust stock ownership guidelines for directors; anti-hedging/pledging rules enhance alignment; board- and executive-level recoupment/stock ownership oversight by Compensation Committee.
Watch items and potential red flags
- Time commitments: Multiple public boards (Toast, Cloudflare) can increase time demands; Workday guidelines cap directors at no more than three other public boards without prior approval, and require discussion before accepting new seats. Hawkins’ disclosed roles are within this limit.
- Related-party exposure: Proxy discloses related-party transactions involving other directors/affiliates (e.g., Duffield affiliates; employment of director’s family member) but does not identify any involving Hawkins. Continued Audit Committee oversight of such transactions mitigates risk.
No anomalies noted in attendance or director pay: All directors attended the 2024 annual meeting; no cash fees or discretionary bonuses were paid to non-employee directors in FY2025.