Workday Inc.
08/01/2024 | Press release | Distributed by Public on 08/01/2024 14:05
Management Change/Compensation Form 8 K
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 30, 2024, the Board of Directors (the "Board") of Workday, Inc. ("Workday") appointed Mark Garfield as Chief Accounting Officer of Workday, effective September 3, 2024 (the "Effective Date").
Mr. Garfield, 53, has served as the Senior Vice President and Chief Accounting Officer of Adobe, Inc. since 2018 and will continue to serve through August 9, 2024. Prior to joining Adobe, Mr. Garfield served as the Vice President of Finance of Cloudflare, Inc. from 2017 to 2018 and as Senior Vice President and Chief Accounting Officer at Symantec Corporation from 2014 to 2017. Prior to joining Symantec, he held leadership positions in finance at Brightstar Corporation and Advanced Micro Devices, Inc. and served in senior level finance roles at Ernst and Young LLP. Mr. Garfield received a bachelor's degree in business economics from University of California at Santa Barbara.
In connection with his appointment as Chief Accounting Officer, pursuant to the terms of an offer letter dated July 30, 2024, between Mr. Garfield and Workday (the "Offer Letter"), Mr. Garfield will receive an annual base salary of $515,000, a one-time signing bonus of $500,000, and will be eligible to participate in the Workday cash incentive plan with a 35% target bonus. Pursuant to the Offer Letter, in accordance with Workday's standard grant practices, Mr. Garfield will be granted an equity award consisting of restricted stock units with a grant date value of approximately $6,000,000 (the "RSU Award") and an additional equity award consisting of restricted stock units with a grant date value of approximately $3,000,000 (the "Bridge Award"). The RSU Award will be subject to a vesting term of four years with one-fourth of the total shares subject to the RSU Award vesting on the first anniversary of the vesting start date (the "Vesting Start Date") and the balance of the award vesting in equal quarterly installments over the following three years. The Bridge Award will be subject to a vesting term of two years with one-eighth of the total shares subject to the Bridge Award vesting three months from the Vesting Start Date and the balance of the award vesting in equal quarterly installments thereafter. Vesting is subject to Mr. Garfield's continuous service with Workday. Mr. Garfield will participate in Workday's Executive Severance Plan and Change in Control Policy.
The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of the Offer Letter, which is filed hereto as Exhibit 10.1.
There are no arrangements or understandings between Mr. Garfield and any other persons pursuant to which he was selected as an officer, he has no family relationships with any of Workday's directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Garfield is expected to enter into Workday's standard form of indemnity agreement filed as Exhibit 10.1 to Workday's Registration Statement on Form S-1 (File No. 333-183640) filed with the SEC on August 30, 2012.