Julie Iskow
WORKIVAAbout Julie Iskow
Julie Iskow is President, Chief Executive Officer, and Director of Workiva Inc. (WK), age 63; she became CEO in 2023 after joining Workiva in 2019 as EVP & COO and being promoted to President in 2022; she has an MS (UC Davis) and BS (UC Berkeley) and extensive SaaS technology and operating experience, including CTO at Medidata and CIO at WageWorks . In 2024, Workiva delivered 17.2% revenue growth to $738.7M, operating cash flow of $87.7M, and 6,305 customers; these operating results informed pay outcomes and PSU certifications under her leadership . Workiva’s annual say‑on‑pay in 2024 received approximately 96% support, signaling broad shareholder approval of pay design and alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Workiva | EVP & Chief Operating Officer | 2019–2022 | Scaled SaaS operations; foundation for CEO transition in 2023 . |
| Workiva | President | 2022–2023 | Expanded leadership scope ahead of CEO role . |
| Medidata Solutions | Chief Technology Officer | Pre‑2019 | Led tech/product strategy contributing to Medidata’s strategic sale in 2019 . |
| WageWorks | Chief Information Officer | Pre‑2012 | Helped take WageWorks public in 2012 . |
| Various | Engineering/Product leadership (automation/robotics software) | Prior 10 years | Deep technical leadership in software/engineering . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Five9 (NASDAQ: FIVN) | Director; Member, Compensation Committee | 2023–present | Active on Comp Committee . |
| Cvent (NASDAQ: CVT) | Director | 2022 | Board service (prior) . |
| Vocera Communications (NYSE: VCRA) | Director | 2019–2022 | Board service (prior) . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 575,000 | 601,250 | 610,000 |
| Target Bonus (% of Salary) | — | — | 125% |
| Target Bonus ($) | — | — | 762,500 |
| Actual Annual Incentive ($) | 489,555 | 915,000 | 1,059,113 |
Notes:
- CEO 2024 base salary unchanged vs 2023; other NEOs received modest increases .
- 2024 STI metrics and overachievement drove a 173.6% of salary payout for the CEO (≈139% of target) .
Performance Compensation
2024 Short‑Term Incentive (Cash)
| Metric | Weight | Target | Actual | Achievement | Payout Calibration |
|---|---|---|---|---|---|
| Revenue Growth | 60% | 14.7% | 17.2% | 117.0% | Matrix‑based; overall ≈139% of target |
| Non‑GAAP Operating Income | 20% | $14.9M | $32.045M | 215.1% | |
| Operating Cash Flow | 20% | $80.0M | $87.706M | 109.6% |
CEO payout (2024): Base $610,000; Target $762,500 (125%); Approved bonus $1,059,113 (173.6% of salary; ≈139% of target) .
Long‑Term Incentives (Equity)
Design emphasizes RSUs (70% of value) vesting in 3 equal annual installments and PSUs (30%) earned 0–200% on multi‑year revenue growth, vesting in three annual tranches upon certification; RSUs/PSUs align with pay‑for‑performance and retention, with no stock options granted in 2024 .
2024 PSU certifications:
| PSU Grant/Tranche | Performance Period | Target Metric | Achieved | Payout |
|---|---|---|---|---|
| 2022 Grant (3rd tranche) | FY 2022–2024 | Avg ann. revenue growth 20.0% | 18.6% | 65.0% |
| 2023 Grant (2nd tranche) | FY 2023–2024 | Avg ann. revenue growth 16.5% | 17.2% | 121.2% |
| 2024 Grant (1st tranche) | FY 2024 | Revenue growth 14.7% | 17.2% | 186.2% |
CEO 2024 equity grant details:
| Grant Date | Type | Target/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 02/01/2024 | RSU | 73,398 | 6,999,967 | 1/3 annually from 1st anniversary |
| 02/01/2024 | PSU | 31,456 target (15,729 threshold; 62,912 max) | 2,960,324 | 3 annual tranches; revenue growth goals 2024–2026 |
| 03/01/2024 | RSU | 14,327 | 1,224,959 | 1/3 annually from 1st anniversary |
| 03/01/2024 | PSU | 6,140 target (3,071 thr; 12,280 max) | 524,970 | 3 annual tranches; revenue growth goals 2024–2026 |
PSU shares earned (select): CEO received 2,093 (2022 grant third tranche), 9,796 (2023 grant second tranche), and 23,336 (2024 grant first tranche across two awards) based on the above payouts .
CEO Summary Compensation (Total)
| 2022 | 2023 | 2024 | |
|---|---|---|---|
| Stock Awards ($) | 5,780,046 | 11,639,648 | 11,710,220 |
| Non‑Equity Incentive ($) | 489,555 | 915,000 | 1,059,113 |
| All Other Comp ($) | 55,494 | 94,065 | 145,110 |
| Total ($) | 6,900,095 | 13,249,963 | 13,524,443 |
Compensation Governance/Design Highlights:
- Strong performance weighting, clawback policy compliant with SEC/NYSE, anti‑hedging and anti‑pledging policy, minimum vesting periods, no options repricing, no tax gross‑ups; annual risk assessment supports balanced risk‑taking .
Equity Ownership & Alignment
- Beneficial Ownership: 175,452 Class A shares as of March 31, 2025 (<1%); reflects direct/beneficial holdings per SEC rules .
- Stock Ownership Guidelines: CEO must hold ≥6x base salary; all NEOs and non‑employee directors were in compliance as of March 31, 2025 .
- Pledging/Hedging: Prohibited for directors/officers/employees; 10b5‑1 plan guidelines apply and require open‑window adoption and no MNPI .
- Selected Outstanding Awards (12/31/2024): Multiple unvested RSUs and PSUs (e.g., 2023 RSU 32,330; 2023 PSU 37,719; 2024 RSU 15,729 and 3,070; 2024 PSU 73,398 and 14,327, each with standard 3‑year schedules and PSU certifications per performance) .
- Director Compensation: Employee‑director (CEO) receives no director compensation from WK; non‑employee director program disclosed separately .
Employment Terms
- At‑will employment with standard confidential information and invention assignment; non‑compete and non‑solicitation for 6 months post‑termination (subject to applicable law) .
- Clawback: Incentive compensation subject to clawback consistent with SEC/NYSE standards and company policy .
- Severance (CEO):
- Without Cause/Good Reason: Cash equal to 2x (base + target bonus) plus pro‑rated bonus; full equity acceleration; release required .
- Change‑in‑Control + Qualifying Termination (3 months pre‑ to 2 years post‑CIC): Cash equal to 3x (base + target bonus) plus target bonus for the year; full equity acceleration (PSUs at max); double‑trigger structure .
- Death/Disability: Accrued pay, prior‑year bonus if earned, pro‑rated current bonus, lump‑sum (base + target bonus), equity acceleration .
CEO Illustrative Payouts (assuming 12/31/2024 termination; stock $109.50)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Death/Disability | 2,287,500 | 24,498,654 | 24,302 | 26,810,456 |
| Without Cause/Good Reason | 3,660,000 | 24,498,654 | 24,302 | 28,182,956 |
| CIC + Qualifying Termination | 4,880,000 | 30,738,074 | 24,302 | 35,642,376 |
Note: CIC definitions and 280G cutback vs full‑pay best‑net approach outlined in employment agreements .
Board Governance
- Board Service: Workiva director since 2021; current CEO and director; not listed as a member of the Audit, Compensation, or Nominating & Governance Committees (consistent with non‑independent status) .
- Structure: Separate Chair (Non‑Executive Chair: Martin J. Vanderploeg) and CEO; Lead Independent Director (David S. Mulcahy); majority‑independent board .
- Independence: Non‑employee directors (Crow, Herz, Malik, Mulcahy, Radia) deemed independent under SEC/NYSE rules; CEO is not independent by definition .
- Director compensation framework (cash retainers, committee fees, annual RSU grants), with employees receiving no director pay; standard one‑year RSU vesting for directors .
Compensation Structure Analysis
- Mix and Trend: CEO pay predominantly equity‑based (RSUs/PSUs) with no stock options; 2024 stock awards $11.71M. Year‑over‑year total rose modestly to $13.52M from $13.25M in 2023, reflecting sustained equity emphasis and higher STI from strong operating performance .
- Performance Orientation: 2024 STI over target on revenue growth and non‑GAAP operating income; PSU tranches certified at 65%, 121.2%, and 186.2% aligning realized pay with revenue growth performance .
- Governance: Clawbacks, anti‑pledging/hedging, stock ownership guidelines, and strong 2024 say‑on‑pay support (≈96%) underscore alignment and investor acceptance .
Compensation Peer Group (Benchmarking)
Primary 2024 peer group includes: Altair Engineering, AppFolio, Aspen Technology, BlackLine, Five9, HubSpot, Okta, PagerDuty, Qualys, Rapid7, Smartsheet, SPS Commerce; updates for 2025 added Dayforce, Elastic, Guidewire, nCino, Procore and removed MicroStrategy and RingCentral . Committee does not target specific percentiles; uses peer data as context with discretion based on role/performance/market .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay: Approximately 96% of votes cast in favor (representing 86% of outstanding shares), indicating strong support for pay design and execution .
Equity Grant and Vesting Schedules (Selected Detail for Supply Analysis)
- RSUs: Typically vest in three equal annual installments from the first anniversary of grant (e.g., 02/01/2024 RSU 73,398; 03/01/2024 RSU 14,327) .
- PSUs: Earned 0–200% based on annual/multi‑year revenue growth; vest in three annual tranches after each year in the performance period upon certification (e.g., 02/01/2024 PSU 31,456 target; 03/01/2024 PSU 6,140 target) .
- Insider Trading & 10b5‑1: Pledging/hedging prohibited; trades subject to blackout windows and pre‑clearance; 10b5‑1 plans permitted under defined conditions, potentially smoothing selling activity around vestings .
Board Service History and Dual‑Role Implications
- Service History: Director since 2021; CEO since 2023; no committee memberships as an employee‑director .
- Dual‑Role Governance: Separation of Chair and CEO roles with a Lead Independent Director mitigates concentration of power; majority‑independent board enhances oversight; CEO is not independent by definition .
Investment Implications
- Pay‑Performance Linkage: STI and PSU structures tied to revenue growth, non‑GAAP operating income, and cash flow yielded above‑target payouts on strong 2024 execution, reinforcing alignment but raising realized pay if growth persists .
- Retention vs. Overhang: Meaningful unvested RSU/PSU holdings provide retention and alignment; staggered three‑year vesting and anti‑pledging policies reduce forced‑selling risk, though scheduled vesting can incrementally add supply absent 10b5‑1 plans .
- Change‑in‑Control Economics: Robust double‑trigger CIC severance (3x cash and full equity acceleration at max for PSUs upon qualifying termination) protects continuity but represents a sizable potential outlay, relevant to M&A scenarios .
- Governance Quality: Strong say‑on‑pay support, ownership guidelines, clawback policy, and separated board leadership support institutional governance preferences, lowering compensation/governance controversy risk .