Michael M. McNamara
WorkdayAbout Michael M. McNamara
Michael M. McNamara, 68, is an independent director of Workday (WDAY) serving since 2011 and currently chairs the Nominating & Governance Committee and sits on the Audit Committee . He is Co‑Founder and Chief Executive Officer of Samara Living Inc.; previously he was CEO of Flex Ltd. (2006–2018) after joining Flex in 1994, and he led Airbnb’s Samara division (2020–2022) and was a venture partner at Eclipse Ventures (2019–2022) . McNamara holds a B.S. in industrial management (University of Cincinnati) and an MBA (Santa Clara University) . Workday’s Board classifies him as independent under Nasdaq rules, with Workday noting a highly independent board and fully independent committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flex Ltd. | Chief Executive Officer; earlier senior roles | CEO 2006–2018; with Flex since 1994 | Led global operations and supply chain at scale; brings international operations expertise to WDAY board . |
| Airbnb, Inc. (Samara division) | Head of Samara division | Jan 2020–May 2022 | Led factory-built housing initiative; innovation/operator perspective for WDAY . |
| Eclipse Ventures | Venture Partner | 2019–Mar 2022 | VC experience across industrial tech; broad private company oversight . |
| MIT Sloan, MIT Board of Advisors; Tsinghua SEM Board of Advisors | Advisor/Committee Member | Various: 2006–2022 | Academic governance exposure; global perspective . |
External Roles
| Company | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Carrier Global Corporation | Director | Since Apr 2020 | Current public board . |
| Slack Technologies, Inc. | Director | 2019–Jul 2021 | Prior public board . |
| Flex Ltd. | Director | 2005–2018 | Prior public board; former CEO . |
| Several private companies and one investment fund | Advisor/Director | Ongoing | Private company governance roles . |
Board Governance
| Committee | Role | FY2025 Meeting Count | Independence / Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 5 meetings in FY2025 | Independent; oversees board composition, governance, sustainability/public policy; leads board refreshment . |
| Audit | Member | 9 meetings in FY2025 | Independent and financially literate; Audit Committee is fully independent; financial experts designated are Doughtie and Hawkins . |
- Independent status: Workday’s board determined McNamara and all non-employee directors are independent under Nasdaq rules; committees are 100% independent .
- Executive sessions: Independent directors meet in executive session at each regular board meeting; presided over by the Lead Independent Director .
- Lead Independent Director: Mark J. Hawkins serves as Vice Chair and Lead Independent Director as of Apr 22, 2025 .
- Attendance: Workday states all directors serving in FY2025 attended the June 18, 2024 annual meeting; board encourages director attendance at annual meetings .
Fixed Compensation
| Component | Detail |
|---|---|
| Compensation structure | Non-employee directors receive equity-only compensation via RSUs; no cash fees were paid in FY2025 . |
| Annual RSU guideline (target values) | Base director $320,000; Audit Chair $75,000; Audit Member $37,500; Other Committee Chair $50,000; Other Committee Member $25,000; Non-employee Chair $50,000; Vice Chair/Lead Independent Director $50,000. RSUs determined using 20-day SMA and vest in one installment on May 5 of the following year, subject to service . |
| FY2025 grant to McNamara | Granted 1,837 RSUs on Jun 18, 2024 with grant-date fair value $381,527; vests May 5, 2025, subject to continued service . |
Performance Compensation
| Performance-based element | Status |
|---|---|
| Performance equity or metrics for directors | None disclosed; director compensation is time-based RSUs only (no performance conditions) . |
Other Directorships & Interlocks
| Company | Role | Potential interlock / related-party consideration |
|---|---|---|
| Carrier Global Corporation | Director | No Workday-related transactions with Carrier disclosed in FY2025 related-party section . |
| Slack Technologies, Inc. (prior) | Director | No FY2025 relevance; prior board . |
| Flex Ltd. (prior) | Director | No Workday related-party ties disclosed . |
Expertise & Qualifications
- International operations and supply chain leadership as former CEO of Flex; contributes operational oversight and scalability perspective .
- Governance leadership as Chair of Nominating & Governance; cited for board refreshment and governance improvements during his tenure .
- Financial literacy for Audit Committee service; committee comprised of independent, financially literate members (financial experts designated: Doughtie and Hawkins) .
- Education: B.S. industrial management (University of Cincinnati); MBA (Santa Clara University) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Class A shares – direct | 26,056 | Held directly . |
| RSUs vesting within 60 days (Class A settlement) | 1,837 | Included in beneficial ownership . |
| Trust holdings (Class A) | 1,000 | McNamara Family Trust; joint voting/dispositive powers with spouse . |
| Total beneficial ownership (Class A) | 28,893 | Less than 1% of Class A; no Class B . |
| Unvested RSUs outstanding at Jan 31, 2025 | 1,837 | Market value $481,404 at $262.06 close (fiscal year-end) . |
| Hedging/pledging | Prohibited by company policy for directors . | |
| Director ownership guideline | $600,000 value ownership guideline for directors (phased-in) . |
Governance Assessment
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Strengths
- Independent, long-tenured director with deep operating expertise; chairs Nominating & Governance and serves on Audit, reinforcing board effectiveness and oversight of governance and risk .
- Strong alignment via equity-only director pay; no cash fees; robust stock ownership guideline and anti-hedging/pledging policy for directors .
- Active committee cadence (Audit 9x; N&G 5x in FY2025) and routine executive sessions signal engaged oversight .
- No related-party transactions disclosed involving McNamara in FY2025; company subjects related-party transactions to Audit Committee review under a formal policy .
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Potential risks / monitoring items
- External commitments: serves on Carrier Global board and leads Samara Living as CEO; Workday’s guidelines cap outside public boards at three without N&G approval; he is within that limit, but time demands merit periodic review by N&G (which he chairs) .
- Not designated as an “audit committee financial expert” (those are Doughtie and Hawkins), though he is financially literate; appropriate given committee composition .
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Signals and disclosures
- Shareholder engagement: independent director participation occurs upon request in Workday’s year‑round engagement program; as N&G Chair, McNamara is positioned to channel investor feedback on governance matters .
- Section 16 compliance: Proxy lists several late Form 4s in FY2025 but does not include McNamara among late filers .
RED FLAGS: None identified for McNamara in FY2025 disclosures (no related-party transactions, no pledging, no attendance concerns disclosed) .