Robert Herz
WORKIVAAbout Robert H. Herz
Robert H. Herz (age 71) has served on Workiva’s board since 2014 and is an independent director designated as an “audit committee financial expert.” He sits on the Audit Committee and the Nominating & Governance Committee. Herz is President of Robert H. Herz LLC; formerly Chairman of the FASB, an original member of the IASB, and has extensive governance, accounting, and sustainability oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Accounting Standards Board (FASB) | Chairman | 2002–2010 | Led U.S. standard setting; original IASB member |
| PricewaterhouseCoopers | Partner | Prior to 2002 | Capital markets and audit leadership experience |
| PCAOB Standing Advisory Group | Member | 2012–2020 | Advised on audit policy and standards |
| SASB Foundation | Board Member | 2014–2021 | Advanced sustainability reporting standards |
| NACD Audit Committee Chair Advisory Council | Member | Not disclosed | Audit committee practices thought leadership |
| G7 Impact Task Force | Participant | Not disclosed | Impact measurement and valuation initiatives |
| International Federation of Accountants – Transnational Auditors Committee | Chair | Not disclosed | Global audit practice coordination |
| AICPA SEC Regulations Committee | Chair | Not disclosed | SEC accounting policy engagement |
| NYSE International Capital Markets Advisory Committee | Member | Not disclosed | Market structure advisory |
| COSO | Coauthor of 2023 sustainability controls study | 2023 | Guidance on internal controls over sustainability information |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Morgan Stanley (NYSE: MS) | Director; Chair of Audit Committee; Member of Governance & Sustainability Committee | 2012–present | Audit Chair; Governance & Sustainability member |
| Fannie Mae (OTCQB: FNMA) | Director; Chair of Audit Committee | 2011–2024 | Audit Chair |
| Robert H. Herz LLC | President | Current | Advisory/consulting leadership |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member; designated “audit committee financial expert.” Audit met 5x in 2024; Nom/Gov met 4x; Board met 8x .
- Independence: Board determined Herz is independent under SEC and NYSE rules .
- Attendance: Each director attended at least 75% of Board/committee meetings in 2024; all directors attended the May 30, 2024 annual meeting .
- Responsibilities: Audit Committee oversees financial reporting, auditor independence, related-party reviews, cybersecurity, and sustainability disclosure controls . Nom/Gov oversees governance, independence, conflicts, sustainability programs, and succession .
- Board leadership: Lead Independent Director is David S. Mulcahy; executive sessions held regularly .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $50,000 | Non-employee director retainer |
| Committee Member Fees | $10,000 (Audit); $5,000 (Nom/Gov) | 2024 committee member rates |
| Committee Chair Fees | $20,000 (Audit chair); $10,000 (Nom/Gov chair) | Not applicable to Herz in 2024 |
| Herz: Fees Earned (Cash) | $65,000 | Reflects role and committee membership |
| Herz: Total Stock Awards (Grant-date FV) | $215,000 | 2,817 RSUs at $76.31; granted 5/30/2024 |
| Herz: Total Compensation | $280,000 | Sum of cash + equity |
Performance Compensation
Directors do not receive performance-based bonuses or PSUs; equity grants are time-based RSUs vesting one year from grant.
| Grant Date | Award Type | Shares | Grant-date Fair Value | Vesting | Deferral |
|---|---|---|---|---|---|
| 05/30/2024 | RSUs | 2,817 | $215,000 | Full vest on 1st anniversary | Herz elected to defer receipt of RSUs |
Other Directorships & Interlocks
| Company | Relationship to WK | Potential Interlock/Conflict |
|---|---|---|
| Morgan Stanley | No WK-related transactions disclosed | None disclosed; independence affirmed |
| Fannie Mae | No WK-related transactions disclosed | None disclosed |
- Related-party transactions: None >$120,000 since 1/1/2024 involving directors or their immediate families; Audit Committee oversees related-party policy .
- Overboarding policy: Max four other public boards; all directors comply. Herz currently serves on one other public board (Morgan Stanley) .
Expertise & Qualifications
- Internationally recognized accounting and financial reporting expert; deep capital markets and sustainability reporting governance .
- Audit committee leadership at global financial institutions; robust risk oversight and internal controls experience .
- Prior standard-setting (FASB/IASB), audit policy (PCAOB SAG), and sustainability frameworks (SASB; COSO guidance) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class | Notes |
|---|---|---|---|---|
| Robert H. Herz (direct) | 31,267 | — | <1% | Direct ownership |
| Robert H. Herz Irrevocable Trust | 36,809 | — | <1% | Trustee: Louise Herz |
| Total Beneficial Ownership | 68,076 | — | <1% | As of 3/31/2025 |
| Unvested RSUs (12/31/2024) | 2,817 | — | — | Deferral election in place |
| Options Outstanding | 0 | — | — | No options for Herz |
- Ownership guidelines: Non-employee directors must hold 5x annual cash retainer; all directors compliant as of 3/31/2025 .
- Hedging/pledging: Prohibited under Insider Trading Policy (including margins/pledges; collars/swaps) .
Governance Assessment
- Strengths: Independent status; audit financial expert designation; strong attendance; robust, transparent director pay structure with majority equity; compliance with ownership guidelines; anti-hedging/pledging and clawback governance across the company .
- Risk oversight: Active involvement via Audit Committee in cybersecurity, sustainability disclosures, and related-party reviews; auditor independence affirmed in Audit Committee report .
- Conflicts/related-party: No related-party transactions disclosed; no pledging; overboarding within policy limits (one other public board) .
- RED FLAGS: None disclosed in proxy; monitor potential indirect conflicts via external boards (e.g., Morgan Stanley) though independence and related-party policy mitigate risk .