Thomas F. Bogan
WorkdayAbout Thomas F. Bogan
Independent director (Class III) at Workday since 2022; age 73. Former Workday executive (joined via acquisition of Adaptive Insights), with prior roles including Vice Chair, Corporate Development (Feb 2021–Jan 2022), Vice Chair overseeing Workday Strategic Sourcing (Feb 2020–Feb 2021), and EVP, Planning BU (2018–Feb 2020). Holds a B.S. in Accounting from Stonehill College. Designated independent under Nasdaq rules; current Board term expires at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workday, Inc. | Vice Chair, Corporate Development | Feb 2021 – Jan 2022 | Corporate development perspective now applied as Investment Committee member |
| Workday, Inc. | Vice Chair (Workday Strategic Sourcing) | Feb 2020 – Feb 2021 | Oversight of Strategic Sourcing business |
| Workday, Inc. | EVP, Planning Business Unit | 2018 – Feb 2020 | Led Planning BU after Adaptive Insights acquisition |
| Adaptive Insights | Chief Executive Officer and Director | 2015 – 2018 (acquired by WDAY) | Drove scaling of FP&A software; integration experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CS Disco, Inc. | Director | Since Mar 2025 | Current public company directorship |
| Aspen Technology, Inc. | Director | May 2022 – Mar 2025 | Former public company directorship |
| Apptio, Inc. | Director; Chair | 2007 – 2019; Chair 2012 – 2019 | Former public company directorship |
| Citrix Systems, Inc. | Director | 2003 – 2016 | Former public company directorship |
| Various private cos. & non-profits | Director/advisor | Ongoing | Additional private roles (not itemized) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director per Nasdaq rules |
| Board class/term | Class III; current term ends 2027 |
| Committees | Investment Committee member |
| Committee remit | Investment Committee reviews/approves (or recommends) M&A, JVs, and investments; met 3 times in FY2025 |
| Board/committee cadence | Audit (9 mtgs), Compensation (5 mtgs + 14 written consents), Nominating & Governance (5 mtgs), Investment (3 mtgs) in FY2025 |
| Annual meeting attendance | All Board members during FY2025 attended the June 18, 2024 annual meeting |
| Lead Independent Director | Mark J. Hawkins (also Vice Chair) |
Fixed Compensation (Non-Employee Director Program)
| Component | Amount/Structure | Vesting/Notes |
|---|---|---|
| Annual RSU award (base) | $320,000 | Vests in one installment on May 5 following grant; 20-day SMA used to determine share count |
| Additional RSUs for roles | Chair: $50,000; Lead Independent/Vice Chair: $50,000; Audit Chair: $75,000; Audit member: $37,500; Other committee chair: $50,000; Other committee member: $25,000 | Same vesting as above |
| Bogan FY2025 grant | 1,555 RSUs granted 6/18/2024; grant-date FV $322,958; vests 5/5/2025 (subject to service) |
Performance Compensation
- Director pay is equity-only (time-based RSUs); no performance-conditioned director awards disclosed. Annual RSU grants vest in a single annual installment (generally May 5 following grant) .
Other Directorships & Interlocks
| Topic | Findings |
|---|---|
| Current public boards | CS Disco, Inc. (since Mar 2025) |
| Prior public boards | Aspen Technology (May 2022–Mar 2025); Apptio (2007–2019; Chair 2012–2019); Citrix (2003–2016) |
| Interlocks | Company discloses no compensation committee interlocks or insider participation; none noted involving Bogan |
| Overlaps with WDAY stakeholders | No Bogan-related related-party transactions disclosed |
Expertise & Qualifications
- Extensive executive leadership in enterprise software; prior CEO at Adaptive Insights; deep corporate development and M&A experience applied on Workday’s Investment Committee .
- Accounting background (Stonehill College, B.S. Accounting) supporting capital allocation and oversight .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 46,657 shares | <1% of outstanding; includes 44,896 shares held directly and 1,761 RSUs vesting within 60 days of April 7, 2025 |
| Ownership as % of SO | <1% | Company table shows “*” (<1%) for Bogan |
| Unvested director RSUs (as of 1/31/2025) | 1,028 RSUs ($269,398 market value); 1,555 RSUs ($407,503 market value) | Market value at $262.06 closing price on 1/31/2025 |
| Hedging/pledging | Hedging prohibited for all; pledging prohibited for executives, directors, and SVPs | |
| Director ownership guideline | $600,000 value guideline for directors (set dollar amount) | |
| Approx. market value of Bogan’s beneficial Class A shares | ≈ $12.23 million | 46,657 shares × $262.06 close on 1/31/2025 (company price reference) |
Note: The proxy does not disclose individual guideline compliance determinations; calculation above illustrates approximate value using company-reported share count and reference price .
Fixed vs. Performance Compensation (Director)
| Category | Structure | Governance signal |
|---|---|---|
| Cash retainers | None disclosed for directors; equity-centric pay design | Strong equity alignment |
| Equity | Annual RSUs with role-based adders; 1-year vesting cadence | Time-based; retains directors and aligns with stock price |
| One-time/initial awards | Permitted at appointment (limits: ≤$1,000,000 initial; annual cap $750,000) | Standard market limits |
Equity Grants to Directors (FY2025) – Bogan detail
| Name | Grant date | RSUs | Grant-date FV |
|---|---|---|---|
| Thomas F. Bogan | 6/18/2024 | 1,555 | $322,958 |
Potential Conflicts and Related-Party Exposure
- Workday disclosed related-party items in FY2025 involving founder-affiliated entities (Incline Alchemy implementation partner; Nevada Pacific Development office lease) and employment of a director’s family member (son of director George Still). No transactions involving Thomas F. Bogan were disclosed .
Governance Assessment
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Strengths:
- Independent director with directly relevant operating and M&A experience; serves on Investment Committee overseeing M&A/investments (3 meetings in FY2025) .
- Equity-heavy director compensation; Bogan’s beneficial holdings and outstanding RSUs indicate meaningful alignment; hedging and pledging prohibited .
- Board reports all members attended the 2024 annual meeting; regular executive sessions and independent leadership via Lead Independent Director structure .
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Watch items:
- Former Workday executive (2018–2022) now classified as independent; Board has determined independence under Nasdaq rules despite prior employment .
- Workday’s dual-class structure concentrates voting power with founders (~70% voting power via Class B and voting agreement), which can limit minority shareholder influence over director elections and governance—even though not tied to Bogan personally .
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Red flags (none specific to Bogan):
- No Bogan-related related-party transactions or pledging disclosed .
- Company-level related-party transactions exist elsewhere (founder-affiliated entities) and merit ongoing Audit Committee oversight .
Say-on-Pay & Shareholder Feedback (context)
- 2024 Say-on-Pay approved with 82% of votes cast; Board engaged with investors and introduced PSUs for executives in FY2026, adding profitability metrics to bonus design (not applicable to director pay) .
Summary Signals for Investors
- Bogan’s background (software CEO, corporate development) and seat on the Investment Committee are well-aligned with Workday’s acquisitive and AI-driven strategy; independence affirmed by Board .
- Equity-centric director pay and substantial beneficial ownership support alignment; no Bogan-specific conflicts disclosed; oversight should continue to monitor company-level related-party items and the implications of concentrated founder voting control .