Workiva Inc. - Investors - Corporate Governance

NYSE: WK 34.68 -0.42 -1.2% Volume: 193,385 Minimum 20 minute delay December 17, 2018

Governance Documents

File Type Size Description

143 KB Corporate Governance Guidelines

132 KB Audit Committee Charter

114 KB Nominating and Governance Committee Charter

120 KB Compensation Committee Charter

193 KB Code of Conduct

857 KB Whistleblower Policy

Committee Composition

	Audit Committee	Compensation Committee	Nominating and Governance Committee
Brigid A. Bonner
Michael M. Crow Ph.D.
Robert H. Herz
Eugene S. Katz
David S. Mulcahy
Suku Radia

Chair Member

Committee Composition

Audit Committee
- Michael M. Crow Ph.D.
- Robert H. Herz
- Eugene S. Katz
- David S. Mulcahy
- Suku Radia
Compensation Committee
- Michael M. Crow Ph.D.
- Robert H. Herz
- Eugene S. Katz
- David S. Mulcahy
- Suku Radia
Nominating and Governance Committee
- Michael M. Crow Ph.D.
- Robert H. Herz
- Eugene S. Katz
- David S. Mulcahy
- Suku Radia

Chair Member

Audit Committee

Our Audit Committee consists of Mr. Herz, Mr. Katz, Mr. Mulcahy and Mr. Radia, each of whom satisfy the independence requirements of Rule 10A-3. Mr. Katz is the chairman of our Audit Committee. Also, Mr. Katz, Mr. Herz, Mr. Mulcahy and Mr. Radia are each an “audit committee financial expert,” as defined under SEC rules, and possess financial sophistication as required by the rules of the New York Stock Exchange. This designation does not impose on any of them any duties, obligations or liabilities that are greater than those that are generally imposed on members of our Audit Committee and our board of directors.

Compensation Committee

Our Compensation Committee consists of Ms. Bonner, Mr. Crow, Mr. Mulcahy and Mr. Radia, each of whom is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. Mr. Radia is the chairman of our Compensation Committee.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee is an executive officer or employee of our company. No executive officer serves as a member of the board of directors or Compensation Committee of any entity that has one or more executive officers serving on our board of directors or Compensation Committee. No interlocking relationship exists between any member of the board of directors or any member of the Compensation Committee (or other committee performing equivalent functions) of any other company.

Management

Martin J. Vanderploeg , , Ph.D. , , President, Chief Executive Officer and Director

Prior to becoming Chief Executive Officer, Mr. Vanderploeg served as President and Chief Operating Officer of Workiva and its predecessor since cofounding the company in 2008. He has over 30 years of experience in mechanical engineering and building and scaling technology companies. Mr. Vanderploeg was also a Cofounder of Engineering Animation, Inc. (NASDAQ: EAII) and served as the company’s Chief Technology Officer of EAI from 1989 to 1999 and as its Executive Vice President from 1993 to 2000, when it was acquired by Unigraphics Solutions (now part of Siemens USA). Mr. Vanderploeg has a Ph.D. in mechanical engineering from Michigan State University.

Mitz Banarjee , , , Executive Vice President and Chief Customer Officer

Prior to Workiva, Mr. Banarjee was Director of Client Services at Yodle (acquired by Web.com in 2016). Previously, he managed customer relationship teams at AT&T and AOL. He has a B.A. in Information Systems from the University of Lincoln in England, UK.

Troy M. Calkins , , , Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary

Prior to Workiva, Mr. Calkins was a partner at Drinker Biddle & Reath LLP, where he spent 19 years in the firm’s Corporate and Securities Practice Group. He has counseled private and public companies on corporate compliance, governance and securities offerings. Mr. Calkins has a J.D. from the University of Michigan Law School.

J. Stuart Miller , , , Executive Vice President and Chief Financial Officer

Mr. Miller has served as our Executive Vice President and Chief Financial Officer since December 2014 and served as Chief Financial Officer of Workiva LLC from April 2014 to December 2014. He has over 25 years of experience advising on mergers and acquisitions and capital raising for various companies. Prior to joining Workiva in April 2014, Mr. Miller was a Managing Director of Colonnade Advisors, a mergers and acquisitions advisory firm that he founded in 1999. Previously, he was a Managing Director in the Investment Banking Department of J.P. Morgan. Mr. Miller joined J.P. Morgan from Credit Suisse First Boston, where he had worked in the Investment Banking Department. He earned a B.A. from Washington & Lee University and an M.B.A. from Harvard Business School.

Scott Ryan , , , Executive Vice President and Chief Revenue Officer

Prior to Workiva, Mr. Ryan was the Vice President of North America Cyber Security Sales for IBM. He held software sales and leadership positions at various levels at IBM, Interwoven and SAS Institute. Previous roles include process engineer at Procter and Gamble and U.S. Army officer. He has a B.S. in System Engineering from the U.S. Military Academy at West Point and an MBA from the Darden School of Business at the University of Virginia.

Jeffrey D. Trom , , Ph.D. , , Executive Vice President and Chief Technology Officer

Prior to cofounding Workiva in 2008, Mr. Trom was a Cofounder of Engineering Animation, Inc. (NASDAQ: EAII) and served as the company’s Vice President from 1990 and as Chief Technology Officer from 1999 until 2000, when it was acquired by Unigraphics Solutions (now part of Siemens USA). Mr. Trom has a Ph.D. in Mechanical Engineering from Iowa State University.

Jill E. Klindt , , , Senior Vice President, Chief Accounting Officer and Treasurer

Prior to Workiva, Ms. Klindt was a Manager of Financial Analysis at Financial Intelligence, LLC. She previously held senior financial analyst and accounting positions at Wells Fargo Financial, CitiMortgage and Principal Residential Mortgage. She was also an accountant at Prairie iNet and Engineering Animation, Inc. (NASDAQ: EAII). She is a CPA (inactive), and has a B.S. in Accounting from Iowa State University.

Board of Directors

Brigid Bonner , , , Chief Experience Officer of CaringBridge

Brigid A. Bonner is the Chief Experience Office of CaringBridge, a global nonprofit social network dedicated to helping family and friends communicate with and support loved ones during a health journey. At CaringBridge, she is responsible for development, marketing, product design and customer experience. She was previously Vice President of Digital Marketing for Schwan’s Home Service, where she transformed e-commerce for the privately held food company with over 2 million customers.

Previously, she was Senior Vice President of Strategy and Planning for OptumHealth. Before that, she was Senior Vice President and Chief Information Officer at UnitedHealth Technologies, a shared services architecture and infrastructure organization of UnitedHealth Group. She has also served in various technology and operational leadership roles with Simon Delivers, Target Corporation and IBM.

Bonner serves on the board of Medica, a not-for-profit health services company, and is a former board member of Analyst International Corporation, a publicly traded IT services and staffing company that was acquired by American CyberSystems, Inc.

Bonner holds a bachelor’s degree in journalism and industrial administration from Iowa State University and an MBA degree from Harvard Business School.

Michael M. Crow , , Ph.D. , , President of Arizona State University

Dr. Crow has served as a director of Workiva Inc. since its initial public offering. From 2008 to 2014, he served as a member of our advisory board. Dr. Crow is the President of Arizona State University (ASU), a position he has held since 2002, and is also currently a Professor of Science and Technology Policy at ASU. Prior to ASU and beginning in 1992, Dr. Crow served in a variety of leadership positions and as a professor at Columbia University, New York. From 2003 to 2008, he served as a director of Aquila, Inc. (NYSE: ILA). Dr. Crow has served as a consultant for the Moscow School of Management since 2013 and as a consultant for the Malaysian Global Science and Innovation Advisory Council from 2011 to 2014. In addition, Dr. Crow served as a director of Engineering Animation, Inc. from 1991 to 2000. Dr. Crow earned a B.A. in Political Science and Environmental Studies from Iowa State University and earned his Ph.D. in Public Administration (Science and Technology Policy) from Syracuse University. Dr. Crow has been an adviser to the U.S. Departments of State, Commerce, and Energy, and various defense and intelligence agencies on matters of science and technology policy related to intelligence and national security. A fellow of the National Academy of Public Administration, and member of the National Advisory Council on Innovation and Entrepreneurship and Council on Foreign Relations, he is the author of books and articles relating to the design and analysis of knowledge enterprises, technology transfer, sustainable development, and science and technology policy.

Robert H. Herz , , , President of Robert H. Herz LLC

Mr. Herz has served as a director of Workiva Inc. since its initial public offering. In October 2014, Mr. Herz was elected to the board of directors of the Sustainability Accounting Standards Board (SASB). From 2011 to 2014, he served as a member of our advisory board. Since 2010, Mr. Herz has served as President of Robert H. Herz LLC, which has provided consulting services to us since 2012. Mr. Herz spent the majority of his career until 2002 as an audit partner at PricewaterhouseCoopers and its predecessor companies. From 2002 to 2010, Mr. Herz was the Chairman of the Financial Accounting Standards Board (FASB). He has served as a member of the board of directors of the Federal National Mortgage Association (Fannie Mae) since 2011 and of Morgan Stanley (NYSE: MS) since 2012. Mr. Herz is also an executive-in-residence at the Columbia University Business School and a Trustee and Vice-Chair of the Kessler Foundation. He holds a B.A. in Economics from the University of Manchester, England and is also a certified public accountant and a U.K. Chartered Accountant.

Eugene S. Katz , , , Retired Partner of PricewaterhouseCoopers

Mr. Katz has served as a director of Workiva Inc. since its initial public offering. From 2008 to 2014, he served as a member of our advisory board. Mr. Katz retired as a partner from PricewaterhouseCoopers in 2006, where he spent the majority of his career as an auditor, business adviser and risk management leader. He served on the governing board of PricewaterhouseCoopers from 1992 to 1997, and again from 2001 to 2005. Since 2007, Mr. Katz has served as a director of Asbury Automotive Group (NYSE: ABG), where he has chaired the audit committee since 2008 and served on the compensation committee since 2011. Mr. Katz holds a B.S. in Business Administration from Drexel University and is also a certified public accountant (inactive).

David S. Mulcahy , , , President of MABSCO Capital, Inc.

David Mulcahy is the non-executive Chairman of the Workiva Board of Directors. He has been a Director of Workiva since its initial public offering in 2014. He also serves as a member of the board of directors, Chairman of the audit committee and a member of the executive committee of American Equity Investment Life Holding Company (NYSE:AEL). He also serves as a member of the board of directors of American Equity Investment Life Insurance Company of New York. Mr. Mulcahy is currently Chairman of Monarch Materials Group, Inc. and President and Chairman of the board of directors of MABSCO Capital, Inc. Previously, he managed private equity capital for numerous banks and insurance companies. He specialized in mergers and acquisitions as a senior tax partner with Ernst & Young, LLP until 1994. Mr. Mulcahy holds a B.B.A. degree in accounting and finance from the University of Iowa.

Suku Radia , , , Retired Chief Executive Officer, Bankers Trust Company

Mr. Radia retired as the Chief Executive Officer and a director of Bankers Trust Company in January 2018. Prior to joining Bankers Trust Company in 2008, he served as Chief Financial Officer of Meredith Corporation (NYSE: MDP) from 2000 until 2008 and practiced as a mergers and acquisitions partner with KPMG LLP for over 25 years. Mr. Radia also serves as a director of Nationwide Insurance Company. Mr. Radia holds a B.S. (with Distinction) in Accounting from Iowa State University and is a certified public accountant (inactive).

Martin J. Vanderploeg , , Ph.D. , , President and CEO of Workiva Inc.

Contacting our Board

Interested parties may communicate with our Board or with an individual director by writing to our Board or to the particular director and mailing the correspondence to:

Workiva Inc.
55 West Monroe Street
Suite 3150
Chicago, Illinois 60603
Attention: Corporate Secretary

You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a shareholder, customer, supplier, or other interested party. The Corporate Secretary will promptly relay to the addressee all communications that he determines require prompt attention and will regularly provide our Board with a summary of all substantive communications.