Martin Vanderploeg
WORKIVAAbout Martin J. Vanderploeg
Martin J. Vanderploeg, Ph.D., age 68, is Workiva’s Non-Executive Chair since 2023 and a co-founder of the company. He previously served as CEO (2018–2023), President (2014–2022), and COO (2008–2018). He holds BS, MS, and PhD degrees in Mechanical Engineering from Michigan State University, and earlier was a tenured professor of mechanical engineering at Iowa State University, where he founded and directed the Simulation and Visualization lab. He has no other public company board experience and has been a director since 2014 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Workiva Inc. | Non-Executive Chair | 2023–present | Chairs the Board; agenda-setting, oversight, institutional knowledge |
| Workiva Inc. | Chief Executive Officer | 2018–2023 | Led strategy and execution during scaling phase |
| Workiva Inc. | President | 2014–2022 | Senior leadership across product and operations |
| Workiva Inc. | Chief Operating Officer | 2008–2018 | Built SaaS operating model and culture |
| Engineering Animations Inc. (EAI) | Founder & Chief Technology Officer | ~10 years until sale to Unigraphics | Led growth to strategic sale; visualization software expertise |
| Iowa State University | Tenured Professor; Lab Founder/Director | Not disclosed | Established Simulation & Visualization lab |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| N/A | — | — | No other public company directorships |
Board Governance
- Role: Non-Executive Chair of the Board; Chair and CEO roles are separated to strengthen oversight .
- Committee memberships: Not listed on Audit, Compensation, or Nominating & Governance committees (chairs/members detailed without him) .
- Independence: Not identified as independent; the Board determined Crow, Herz, Malik, Mulcahy, and Radia are independent, excluding Vanderploeg .
- Board activity: Board met 8 times in 2024; each director attended at least 75% of Board and committee meetings .
- Annual meeting attendance: All directors attended the 2024 annual meeting webcast (May 30, 2024) .
- Lead Independent Director: David S. Mulcahy, Lead Independent Director since 2023, providing independent oversight .
- Non-Executive Chair job scope includes presiding at meetings, setting agendas, monitoring information flow, and providing strategic vision .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director retainer |
| Non-Executive Chair premium | $77,500 | Additional annual cash for Chair role |
| Committee fees | $0 | Not on Audit/Comp/NomGov; Chair/member fee schedule applies only to committee service |
| Cash earned (2024) | $127,500 | Reported in Director Compensation Table |
Performance Compensation
| Equity Component | Grant | Vesting | Value |
|---|---|---|---|
| Annual RSU grant (director) | 2,817 RSUs granted May 30, 2024 | Vests fully on first anniversary | $215,000 fair value at $76.31/share |
| Unvested director RSUs (as of 12/31/2024) | 60,777 | Various schedules | Count disclosed; includes legacy awards continuing to vest |
| Unvested PSUs (as of 12/31/2024) | 4,352 | Performance-based vesting | Continuing vesting post-retirement per agreement (no service requirement) |
| Options exercisable (as of 12/31/2024) | 284,414 | Fully vested | Legacy executive options |
Performance metrics governing PSU outcomes:
- PSU metric: GAAP revenue growth; 2024 target 14.7% vs actual 17.2% → first-year tranche payout 186.2% of target .
- Short-Term Incentive Plan metrics (for executives; context for his legacy awards): Revenue growth (60% weight), Non-GAAP operating income (20%), Operating cash flow (20%); 2024 actuals yielded ~139% aggregate payout factor for NEOs .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None | — | — | No other public boards; reduces external interlock risk |
Expertise & Qualifications
- Co-founder with deep SaaS operating, product, and culture-building experience; three decades in software leadership .
- Academic and technical credentials in mechanical engineering; lab founder; recognition as “Software Leader of the Year 2022” .
Equity Ownership
| Measure | Amount |
|---|---|
| Class A shares beneficially owned | 694,043 (1.3% of Class A) |
| Class B shares beneficially owned | 890,802 (23.2% of Class B) |
| Total voting power | 10.6% |
| Breakdown (Class A) | 35,012 directly; 355,675 via Martin J. Vanderploeg 2001 Revocable Living Trust (trustee: M. Vanderploeg); 16,125 via Laura C Williams trust (voting proxy to M. Vanderploeg) |
| Breakdown (Class B) | 710,562 via Martin J. Vanderploeg 2001 Revocable Living Trust; 180,240 via Laura C Williams trust (voting proxy to M. Vanderploeg) |
| Options exercisable within 60 days | 284,414 Class A |
| RSUs distributable within 60 days | 2,817 Class A |
| Shares pledged/hedged | Company policy prohibits pledging/hedging; no pledges disclosed |
| Ownership guidelines | Directors must hold 5× annual cash retainer; all directors in compliance as of March 31, 2025 |
Governance Assessment
-
Strengths
- Non-Executive Chair structure with separate CEO enhances oversight; Lead Independent Director provides robust independent counterbalance .
- Clear committee independence; Audit, Compensation, and Nom/Gov composed of independent directors and chaired by independent members .
- Board attendance and engagement adequate (≥75% for all directors; annual meeting attendance) .
- Strong shareholder alignment mechanisms: stock ownership guidelines; anti-hedging/anti-pledging; clawback policy; no tax gross-ups .
- Say-on-Pay support 96% in 2024 indicates investor confidence in compensation governance .
-
Risks and potential conflicts
- Independence: Not classified as independent; founder/former CEO, President, and COO may pose influence and entrenchment risks .
- Concentrated voting control: Material Class B holdings confer 10.6% total voting power, potentially amplifying influence over outcomes .
- Legacy executive awards: Retirement agreements allowed outstanding executive RSUs to continue vesting without service; ongoing PSUs and substantial unvested RSUs/options can blur director-versus-executive incentive alignment .
- Related-party transactions: None over $120,000 since Jan 1, 2024, mitigating near-term conflict risk .
-
RED FLAGS
- Not independent while serving as Non-Executive Chair .
- High voting power via dual-class structure (Class B 10 votes/share) and trusts → potential governance concentration .
- Continued vesting of legacy executive awards without service requirement (retirement agreement) .
-
Mitigants
- Lead Independent Director role; majority independent Board; formal Related-Party Transaction Policy with Audit Committee oversight .
- Strong policies (clawback, anti-pledging/hedging, stock ownership guidelines) and established risk oversight frameworks .
Overall, investors should weigh the benefits of founder expertise and continuity against non-independence and voting concentration. Active monitoring of award vesting, dual-class dynamics, and Board independence practices is warranted .