Michael Crow
WORKIVAAbout Michael M. Crow, Ph.D.
Michael M. Crow (age 69) is President and Professor of Science and Technology at Arizona State University (ASU) since 2002, previously serving in leadership roles at Columbia University from 1992 to 2002 . He joined Workiva’s board in 2014 and serves as Chair of the Nominating and Governance Committee; the board identified him as independent under SEC and NYSE rules . Education: Ph.D. in Public Administration (Science and Technology Policy) – Syracuse University; BA in Political Science and Environmental Studies – Iowa State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arizona State University | President and Professor of Science & Technology | 2002–present | Led transformation to world-renowned research institution; ASU designated “most innovative” annually since category inception in U.S. News & World Report . |
| Columbia University | Executive Vice Provost; Director, Earth Institute | 1992–2002 | Senior academic leadership; science and technology policy expertise . |
| U.S. Federal Agencies (Advisory) | Advisor (State, Commerce, Energy; defense and intelligence agencies) | Various | Advises on science/technology policy and national security; member of Council on Foreign Relations . |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| InQTEL | Director and Chair of the Board | 1999–present | Private/non-profit | Strategic technology investment for national security; governance leadership . |
| Aquila (NYSE: ILA) | Director | 2003–2008 | Public | Energy company directorship (historical) . |
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee (Nom/Gov); Nom/Gov met 4 times in 2024 .
- Independence: Board determined Dr. Crow is independent under SEC and NYSE rules .
- Attendance and engagement: Board met 8 times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the May 30, 2024 annual meeting via webcast .
- Risk oversight context: Nom/Gov oversees corporate governance, board independence, conflicts of interest, sustainability policy; Audit oversees financial controls, related-party review; Compensation oversees executive pay and clawback policy .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board cash retainer ($) | $50,000 | $50,000 |
| Nom/Gov Chair fee ($) | $10,000 | $10,000 |
| Total cash fees reported ($) | $60,000 | $60,000 |
- No per-meeting fees disclosed for directors; Non-Executive Chair and Lead Independent Director receive additional cash retainers, not applicable to Crow ($77,500 and $37,500, respectively) .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU | May 30, 2023 | 2,217 | $215,000 | 100% on 1st anniversary | Valued at $96.97 per share; directors may defer settlement; time-based vesting (no performance metrics) . |
| Annual RSU | May 30, 2024 | 2,817 | $215,000 | 100% on 1st anniversary | Valued at $76.31 per share; deferral election by some directors (Bonner, Herz, Radia), not Crow . |
- Equity awards are time-based RSUs; no director performance metrics (e.g., TSR or EBITDA) tied to director awards disclosed .
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|
| InQTEL | Director & Chair | 1999–present | No Workiva-related transactions disclosed; board independence affirmed for Crow . |
| Aquila (NYSE: ILA) | Director | 2003–2008 | Historical public board; no current interlocks reported . |
- Overboarding policy: Directors may serve on no more than four other public company boards; board states all directors comply .
Expertise & Qualifications
- Board skills matrix indicates Crow covers 7 of 9 identified skill categories (e.g., technology/SaaS, governance, sustainability, senior leadership) .
- Recognitions include 2021 election to American Academy of Arts & Sciences and Time100’s 2024 Most Influential Climate Leaders in Business .
Equity Ownership
| Holder | Class A Shares | % of Class A | Components |
|---|---|---|---|
| Michael M. Crow, Ph.D. | 46,332 | <1% | 32,072 direct; 11,443 via Michael M. Crow & Sybil Francis Family Trust; 2,817 RSUs distributable within 60 days . |
- Shares outstanding basis: 51,907,423 Class A; 3,845,583 Class B as of March 31, 2025 .
- Stock ownership guidelines: Non-employee directors must hold 5× annual cash retainer; as of April 1, 2024, all non-employee directors were in compliance .
- Hedging and pledging: Prohibited by Workiva’s Insider Trading Policy (reduces alignment risk concerns) .
Governance Assessment
- Strengths:
- Independent director and Nom/Gov Chair—direct role in board composition, independence reviews, and sustainability oversight .
- Consistent attendance (≥75%) and annual meeting participation; active committee cadence (Nom/Gov met 4× in 2024) .
- Clear, shareholder-aligned director pay structure (modest cash + standardized RSUs with 1-year vest) and compliance with ownership guidelines .
- Potential conflicts and related-party exposure:
- Company states no related-party transactions >$120,000 since January 1, 2024; Audit Committee oversees policy and approvals .
- Independence reaffirmed; no specific Crow-related customer/supplier relationships disclosed (unlike separate Malik consideration) .
- Compensation structure signals:
- Stable cash/equity mix year over year ($60k cash; $215k RSUs), no options nor performance-linked director equity for Crow; no tax gross-ups or special perquisites disclosed for directors .
- RSU deferral allowed; Crow not listed among directors electing deferral in 2024 .
RED FLAGS: None disclosed for Crow regarding related-party transactions, hedging/pledging, low attendance, or pay anomalies; board-wide prohibition on hedging/pledging and independence review mitigate alignment risks .
Director Compensation Details (Program Reference)
| Role | Audit Committee | Compensation Committee | Nominating & Governance Committee |
|---|---|---|---|
| Chair fee ($) | 20,000 | 15,000 | 10,000 |
| Member fee ($) | 10,000 | 7,500 | 5,000 |
- Non-Executive Chair additional retainer: $77,500; Lead Independent Director: $37,500 (not applicable to Crow) .
Notes on Committee Oversight (Context)
- Audit Committee: financial reporting controls; related-party transaction reviews; cybersecurity/information security risk updates; sustainability disclosures controls .
- Compensation Committee: executive/director compensation; clawback policy; independent consultant engaged (Alpine Rewards in 2025; Willis Towers Watson in 2024) .
- Nominating & Governance Committee: governance structure and board composition; independence and conflicts oversight; sustainability and human capital policies; succession planning .