Astha Malik
WORKIVAAbout Astha Malik
Astha Malik (age 45) was elected as an independent Class II director of Workiva Inc. (WK) at the May 29, 2025 annual meeting for a term expiring in 2028. She is Chief Business Officer of Braze, Inc. (NASDAQ: BRZE) since 2022; prior leadership roles include COO of VTEX, Global VP at Zendesk, and roles at Citrix, Sumo Logic, and PagerDuty. Education: BCom (Delhi University) and MS in Finance (Florida International University); notable awards include FIU Director's Award for Academic Excellence (2005) and 2016 Stevie Awards Female Executive of the Year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Braze, Inc. (BRZE) | Chief Business Officer | 2022–present | Senior GTM leadership for cross-channel SaaS marketing and AI-powered engagement |
| VTEX (NYSE: VTEX) | Chief Operating Officer | Not disclosed | Enterprise SaaS operations; GTM scaling |
| Zendesk | Global Vice President | Not disclosed | Strategic and operational leadership |
| Citrix; Sumo Logic; PagerDuty | Various leadership roles | Not disclosed | Strategy, marketing, operations across public SaaS firms |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Greenhouse (private) | Director | Nov 2019–present | Compensation Committee; Nominating & Governance Committee |
| Everlaw (private) | Director | Nov 2021–present | Chair, Nominating & Governance; Compensation Committee |
Board Governance
- Independence: The Board determined Ms. Malik is independent under SEC/NYSE rules. While Braze is a Workiva customer, she has no material interest in Workiva’s arrangements with Braze .
- Election & tenure: Elected May 29, 2025; term expires at the 2028 annual meeting .
- Committee assignments: 2024 committees were Audit (Herz, Mulcahy, Radia; chair Radia), Compensation (Bonner, Mulcahy, Radia; chair Bonner), Nominating & Governance (Bonner, Crow, Herz; chair Crow). A new Compensation Committee chair will be appointed after Bonner’s term expires; Malik’s committee assignments were not disclosed in the proxy .
- Attendance: The Board met eight times in 2024; each director then serving attended at least 75% of Board/committee meetings. Directors are expected to attend annual meetings (all attended May 30, 2024) .
- Policies: Related-Party Transaction Policy overseen by the Audit Committee for transactions >$120,000; director overboarding policy (≤4 other public boards; CEOs ≤2); anti-hedging and anti-pledging insider trading policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Non-employee director |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; Nominating & Governance: $10,000 | Per year |
| Committee member fees (non-chair) | Audit: $10,000; Compensation: $7,500; Nominating & Governance: $5,000 | Per year |
| Additional roles | Non-Executive Chair: $77,500; Lead Independent Director: $37,500 | Per year |
| Equity grant (RSUs) | $215,000 grant-date fair value | Granted at each annual meeting; newly elected directors also receive $215,000; vests 100% on first anniversary of grant date; settled in Class A shares; deferral permitted via Nonqualified Deferred Compensation Plan |
| Director RSU grant form | — | Vesting accelerates upon death, disability, change in control, or termination without cause; dividend equivalents; withholding; clawback provisions |
Performance Compensation
| Metric | Structure | 2025 Disclosure |
|---|---|---|
| Performance-based director pay | None disclosed | Director equity is time-based RSUs; no performance metrics tied to director compensation |
Other Directorships & Interlocks
- Interlock note: Braze is a Workiva customer; Board affirmed Malik’s independence and that she has no material interest in the arrangements with Braze .
- Related-party safeguards: Audit Committee reviews and must approve/ratify covered related-party transactions per policy .
Expertise & Qualifications
- Areas: SaaS technology/product strategy; AI/data analytics; sales and marketing; senior leadership; international experience; governance .
- Qualifications: 25+ years driving strategic go-to-market initiatives and revenue acceleration; governance experience chairing private company committees .
Equity Ownership
| Date/Source | Security | Quantity | Ownership Type | Post-Transaction Holdings |
|---|---|---|---|---|
| March 31, 2025 (beneficial ownership table) | Class A | — | — | — |
| May 29, 2025 (Form 3 filing) | Class A | — | Director; initial statement | Filed 2025-06-02 |
| May 29, 2025 (Form 4 grant) | Class A RSUs (director grant) | 3,218 | Award; A-type | 3,218 shares beneficially owned after award; filed 2025-06-02 |
| Shares outstanding (record date) | Class A | 51,907,423 | — | For ownership context |
- Stock ownership guidelines: Non-employee directors must hold shares valued at 5x annual cash retainer (i.e., $250,000) within 3 years of board service commencement; compliance assessed annually thereafter .
Governance Assessment
- Independence and conflicts: Independence confirmed despite Braze customer relationship; no material interest identified. Related-party transaction policy and Audit Committee oversight mitigate potential conflicts .
- Board effectiveness: Strong governance infrastructure (classified board, lead independent director, committee charters, ESG oversight, cybersecurity briefings). 2024 attendance expectations met by incumbent directors; Malik elected with strong support .
- Alignment and incentives: Director pay mix balances cash retainer and time-based RSUs; ownership guidelines promote “skin in the game”; RSU agreement includes clawback and accelerations appropriate for board risk profile .
- Shareholder signals: 2025 say-on-pay approved; annual say-on-pay frequency affirmed; officer exculpation amendment approved (Delaware law) .
Insider Trades (director filings)
| Filing | Transaction Date | Type | Securities | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|
| Form 3 | 2025-05-29 | Initial | — | — | https://www.sec.gov/Archives/edgar/data/1445305/000144530525000112/0001445305-25-000112-index.htm |
| Form 4 | 2025-05-29 | A (Award) | 3,218 Class A RSUs | 3,218 Class A | https://www.sec.gov/Archives/edgar/data/1445305/000144530525000114/0001445305-25-000114-index.htm |
Say-on-Pay & Shareholder Feedback (2025)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation | 73,717,452 | 6,974,930 | 66,782 | 3,280,720 |
| Frequency of advisory votes (One Year selected) | 80,641,867 (One Year) | 4,245 (Two Years) | 48,065 (Three Years) | 64,987 (Abstain) |
| Officer exculpation amendment (Delaware law) | 60,647,582 | 20,029,516 | 82,066 | 3,280,720 |
RED FLAGS and Risk Indicators
- Pledging/hedging: Company policy prohibits hedging/pledging; no pledging disclosed for Malik .
- Related-party exposure: Braze customer relationship disclosed; Board found no material interest; Audit Committee applies a formal related-party policy for transactions >$120,000 .
- Overboarding: Company policy limits to ≤4 other public boards; Malik’s disclosed external boards are private, reducing overboarding risk .
Director Compensation (Program Snapshot for Non-Employee Directors)
| Metric | Value | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | All non-employee directors |
| Annual equity grant (RSUs) | $215,000 grant-date FV | At annual meeting; newly appointed also receive $215,000; 1-year vest |
| Committee chair/member fees | $10k–$20k chairs; $5k–$10k members | Per committee type |
| Deferral | Allowed | Nonqualified Deferred Compensation Plan |
| Clawback | Yes | RSU agreement includes clawback; company policy compliant with SEC/NYSE |
Notes on Committees and Engagement
- 2024 Audit Committee met 5 times; Compensation Committee 6; Nominating & Governance 4. Malik’s 2025 committee membership not disclosed in the proxy; Board indicated a new Compensation Committee chair will be appointed post-Annual Meeting .
- Lead Independent Director role provides independent oversight; executive sessions held regularly .
Additional Context (Governance)
- Board-led ESG and cybersecurity oversight structures are active and detailed, with regular briefings from the CISO and oversight of sustainability disclosures (including controls) by the Audit Committee .
- Director stock ownership guideline compliance: As of March 31, 2025, all then-serving non-employee directors were in compliance; Malik’s compliance window begins with her 2025 appointment .
Overall, governance signals for Malik are positive: independence affirmed; robust policies mitigate customer-related exposure; compensation and ownership structures align with investors; no disclosed attendance or pay anomalies; continued monitoring of committee assignments and any related-party activity tied to Braze is warranted .