Michael L. Speiser
WorkdayAbout Michael L. Speiser
Michael L. Speiser (age 54) is an independent director of Workday, Inc. (WDAY) since 2024 and serves on the Investment Committee. He is a Managing Director at Sutter Hill Ventures with deep AI, product-building, and venture expertise; education includes a B.A. in political science from the University of Arizona and an MBA from Harvard Business School. He is nominated to continue as a Class I director with a term expiring at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snowflake Inc. | Part-time CEO; Director | CEO: 2012–2014; Director since 2012 | Early builder of high-growth data platform; AI strategy contributor |
| Pure Storage, Inc. | Founding CEO; Director | Director: 2009–2019 | Founding leadership; product incubation track record |
| Sumo Logic | Director | 2012–2019 | Oversight of analytics growth |
| Yahoo!, Veritas Software, Bix, Inc. | Executive leadership positions | Not disclosed | Operational leadership in technology companies |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Snowflake Inc. | Director | Since 2012 | Current public company directorship |
| Pure Storage, Inc. | Director | 2009–2019 | Prior public company board |
| Sumo Logic | Director | 2012–2019 | Prior public company board |
Board Governance
- Committee membership: Investment Committee member; Chair of Investment Committee is Jerry Yang .
- Independence: Board determined Speiser is independent under Nasdaq rules .
- Tenure and class: Class I director; appointed in 2024, current term expires 2025, nominated to 2028 .
- Attendance: Workday policy invites directors to attend annual meetings; all directors during fiscal 2025 attended the June 18, 2024 annual meeting; specific meeting attendance rates for Speiser not separately disclosed .
- Lead Independent Director: Mark J. Hawkins (also Vice Chair) .
- Executive sessions: Frequent executive sessions of independent directors each regular meeting, chaired by the Lead Independent Director .
Fixed Compensation
Workday pays non-employee directors in equity only (no cash retainer). Program levels and Speiser’s fiscal 2025 grants:
| Component | Grant Date | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU (Director) | 6/18/2024 | 1,555 | 322,958 | Vests in full on 5/5/2025 |
| Annual RSU (Investment Committee member) | 6/18/2024 | Not separately listed in table | 25,000 | Grants per program; details in Item 5.02 |
| Initial RSU (New director award) | 7/5/2024 | 3,466 | 794,165 | 25% vests 7/5/2025; remaining vests in equal quarterly installments over 12 quarters |
| Program baseline (Non-Employee Director) | — | — | 320,000 | Annual RSU level per program |
| Program baseline (Committee member) | — | — | 25,000 | Annual RSU level per program |
Notes:
- Program states annual RSUs for directors are $320,000, Audit Chair $75,000, Investment Committee chair $50,000, and members of non-Audit committees $25,000; continuing director maximum per calendar year is capped, with higher cap for a new director’s initial year .
- Item 5.02 confirms Speiser received $320,000 (director) and $25,000 (Investment Committee) RSUs on 6/18/2024, and a $750,000 initial RSU on 7/5/2024 (Workday’s table shows $794,165 grant-date value for the initial award based on stock price) .
Performance Compensation
| Element | Metrics | Structure |
|---|---|---|
| Non-employee director equity | None | Director compensation is time-based RSUs only; no performance-vested equity for directors |
Other Directorships & Interlocks
| Relationship | Details | Governance consideration |
|---|---|---|
| Snowflake Inc. | Speiser is current director; Workday CEO Carl Eschenbach previously served on Snowflake’s board (2019–April 2023) | No current dual-director interlock disclosed; independence affirmed; monitor for information-sharing protocols |
| Related-party transactions | Item 5.02 states no transactions with Speiser requiring Item 404(a) disclosure | No related-party exposure disclosed for Speiser |
Expertise & Qualifications
- AI/ML and emerging technologies: Explicitly cited skill area; proven track record incubating pivotal AI technologies .
- Technology/product-building and venture capital: Decades of leadership building high-growth companies and products; Managing Director at Sutter Hill Ventures .
- Strategic investment oversight: Serves on Workday’s Investment Committee evaluating M&A and investments .
- Education: B.A., University of Arizona; MBA, Harvard Business School .
Equity Ownership
| Item | Quantity/Value | As-of date / detail |
|---|---|---|
| RSUs vesting within 60 days | 1,555 RSUs | As of record date 4/7/2025 |
| Unvested RSUs (#) | 1,555 | As of 1/31/2025 |
| Market value of unvested RSUs ($) | 407,503 | Based on $262.06 closing price on 1/31/2025 |
| Unvested initial RSUs (#) | 3,466 | As of 1/31/2025 |
| Market value of unvested initial RSUs ($) | 908,300 | Based on $262.06 closing price on 1/31/2025 |
| Stock ownership guideline (directors) | $600,000 | Applies to non-employee directors; includes vested RSUs and certain holdings; compliance status for Speiser not disclosed |
| Hedging/pledging | Prohibited (hedging, short sales, pledging/margin) | Policy applies to directors and executives |
Governance Assessment
- Alignment and incentives: Equity-only director compensation with standardized annual RSU and committee RSU reinforces stockholder alignment; no cash retainers; vesting cadence fosters retention .
- Independence and conflicts: Board explicitly determined Speiser’s independence; Item 5.02 reports no related-party transactions; anti-hedging/anti-pledging policy reduces misalignment risk .
- Committee effectiveness: Placement on Investment Committee leverages venture and AI expertise for M&A and strategic investments; Chair is independent (Jerry Yang) .
- Shareholder oversight environment: 2024 say‑on‑pay support at 82% and increased disclosure on metrics indicate constructive engagement; board refresh added AI and operational experience, including Speiser .
- Attendance and engagement: Annual meeting attendance affirmed at the board level; specific meeting attendance for Speiser not disclosed .
RED FLAGS
- None disclosed specific to Speiser: no related-party transactions, no hedging/pledging, independence affirmed .
- Broader governance watch items at Workday include co-founders’ stock voting agreement and certain related-party relationships (e.g., Incline Alchemy, lease with NPD), though these do not involve Speiser; Audit Committee oversees related-party reviews .
Additional context for investors
- Committee structure and independence: 100% independent Audit, Compensation, Nominating & Governance; Investment Committee includes Speiser, Bogan, Still, Yang; Yang chairs Investment Committee .
- Non-employee director compensation program: Annual RSU $320,000; committee chair/member RSU levels; initial award for new directors up to $1,000,000, with overall first-year cap per plan .
- Indemnification: Standard indemnification agreements for directors .