Wayne A.I. Frederick, M.D.
WorkdayAbout Wayne A.I. Frederick, M.D.
Independent director of Workday (Class II), age 53, director since 2022 with term expiring at the 2026 annual meeting; serves on the Nominating & Governance Committee . President Emeritus of Howard University and interim CEO of the American Cancer Society; distinguished Charles R. Drew Professor of Surgery and practicing cancer surgeon at Howard University Hospital . Brings deep healthcare and education vertical expertise aligned with Workday’s go-to-market strategy in those sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howard University | President; later President Emeritus; Charles R. Drew Professor of Surgery; practicing surgeon at Howard University Hospital | President 2014–Aug 2023; President Emeritus thereafter | Academic and clinical leadership; sector insight for healthcare and education strategy |
| American Cancer Society | Interim Chief Executive Officer | Current (as of proxy filing) | Executive leadership; health-sector network |
| University of Texas MD Anderson Cancer Center | Post-doctoral research and surgical oncology fellowships | Prior to academic roles | Clinical training |
| University of Connecticut | Associate Director of the Cancer Center | Prior to return to Howard | Cancer center administration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Humana, Inc. | Director | Since Feb 2020 | Public company board |
| Insulet Corporation | Director | Since Oct 2020 | Public company board |
| Mutual of America Life Insurance Company | Director | Since 2015 | Private company board |
| Forma Therapeutics Holdings, Inc. | Director | Jul 2020–Oct 2022 | Former public company board |
Board Governance
- Committee assignments: Nominating & Governance Committee member (not chair) . Independence: Board determined Wayne A.I. Frederick is independent under Nasdaq rules .
- Committee activity: Nominating & Governance met 5 times in fiscal 2025; oversees board composition, governance policies, public policy and sustainability, significant environmental risks, director independence reviews, stockholder engagement feedback, and board evaluations .
- Attendance: All Board members attended the 2024 annual meeting (June 18, 2024), with the 2025 annual meeting scheduled June 4, 2025 . Executive sessions of independent directors occur at each regular Board meeting, chaired by the Lead Independent Director .
- Lead Independent Director: Mark J. Hawkins (Vice Chair) as of Apr 22, 2025; presides over independent sessions and serves as stockholder liaison .
Fixed Compensation
| Component | Structure | Annual Amounts | Vesting | Wayne A.I. Frederick – FY25 Actual |
|---|---|---|---|---|
| Non-Employee Director RSU | Equity-only program; no cash retainers or meeting fees (reimbursements only) | $320,000 RSU value per director | One annual installment on May 5 following grant (assuming service through vest date) | 1,555 RSUs granted 6/18/2024; grant date fair value $322,958; vests May 5, 2025 |
| Committee Membership RSU | Additional RSU values by role | Member (non-Audit): $25,000; Chair (non-Audit): $50,000; Audit Member: $37,500; Audit Chair: $75,000; Chair of Board: $50,000; Vice Chair/Lead Independent: $50,000 | Same annual vesting cadence | Nominating & Governance Committee member; eligible for $25,000 RSU value per program design |
Notes: Director RSU numbers are set by dividing approved value by the trailing 20-day simple moving average stock price prior to grant; awards generally vest in full the following May 5 . Wayne’s total FY25 director compensation was $322,958 (RSU grant) .
Performance Compensation
| Metric | Tied to Director Compensation? | Notes |
|---|---|---|
| Financial/ESG/TSR Conditions on Director Equity | No | Workday’s non-employee director compensation consists of time-based RSUs; no performance conditions disclosed for directors . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | Humana, Inc. (since 2020) ; Insulet Corporation (since 2020) |
| Private/other boards | Mutual of America Life Insurance Company (since 2015) |
| Board independence and arm’s-length transactions | Board affirmed independence for directors and noted arms-length commercial transactions with companies employing certain directors do not interfere with independence . Audit Committee reviews material related party transactions . No specific transactions involving Dr. Frederick disclosed in FY25 related party section . |
| Board service limits | Corporate Governance Guidelines: generally not more than three other public company boards without prior Nominating & Governance approval . Dr. Frederick currently holds two other public boards . |
Expertise & Qualifications
- Healthcare leadership and clinical expertise (interim CEO, ACS; President Emeritus, Howard; practicing cancer surgeon) .
- Education sector leadership and governance (Howard University presidency and academic roles) .
- Business administration training (MBA) and board experience across public and private entities .
- Provides targeted sector guidance for Workday’s healthcare and education vertical strategy .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 5,205 shares; <1% of class | Includes 3,650 shares held directly and 1,555 RSUs vesting within 60 days of Apr 7, 2025 . |
| Unvested RSUs (director grants) | 1,968 units ($515,734) and 1,555 units ($407,503) market value at $262.06 close on Jan 31, 2025 | Market values shown as of FY25 year-end . |
| Ownership guidelines | Directors (other than CEO/Executive Chair) must hold $600,000 in Workday stock | Based on 5,205 shares and $262.06 close on Jan 31, 2025, indicative value ≈ $1.36M, suggesting guideline met . |
| Hedging/pledging | Prohibited for directors; no short sales, derivatives, exchange funds; no pledging/margin accounts | Insider Trading Policy governs directors’ trades and Rule 10b5-1 plan usage . |
| Section 16(a) compliance | No delinquent filings reported for Dr. Frederick in FY25 | Company listed late filings for other insiders; none for Dr. Frederick . |
Governance Assessment
- Strengths: Independent director with high-relevance sector expertise aiding Workday’s healthcare and education strategy ; clear independence determination and robust committee oversight mechanisms (Nominating & Governance remit; Audit review of related-party transactions) . Director compensation is equity-only, enhancing alignment; ownership appears above $600,000 guideline; hedging/pledging prohibited .
- Engagement: All directors attended the 2024 annual meeting; independent directors hold executive sessions at each regular meeting; year-round stockholder engagement with independent director participation upon request .
- Pay practices context: Director compensation reviewed annually against peer group by Semler Brossy; program maintained levels in FY25; director equity vests annually, no meeting fees .
- Red flags: None disclosed specific to Dr. Frederick in FY25 related-party section; Board affirms independence notwithstanding arms-length commercial relationships; no delinquent Section 16 filings tied to Dr. Frederick .
Workday’s Board notes: “Highly Independent Board (10 of 12 Directors), 100% Independent Committees, robust ownership guidelines and clawback policy for executives.” **[1327811_0001104659-25-038009_tm2428649-2_def14a.htm:6]**