WDAYWorkday, Inc.

RELATED PARTY TRANSACTIONS

“In addition to the executive officer and director compensation arrangements discussed under “Executive Compensation” and “Non-Employee Director Compensation,” respectively, we describe below transactions for fiscal 2025 in which Workday has been a participant, in which the amount involved in the transaction exceeds $120,000, and in which any of our directors, executive officers, or holders of more than 5% of our Class A common stock, or any immediate family member of, or person sharing the same household with, any of these individuals, had or will have a direct or indirect material interest. Additionally, as is the case with most multinational corporations, from time to time in the ordinary course of business, we engage in arms-length commercial transactions with entities with which members of the Board of Directors or our executive officers (or members of the immediate family of any of the foregoing) have professional relationships and with entities that are greater than 5% beneficial owners of our common stock.”

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Stock Voting Agreement

“Messrs. Duffield and Bhusri, our co-founders, have entered into a stock voting agreement with each other and Workday. This agreement applies to all Class B common stock owned from time to time by our co-founders and each of their permitted transferees, which represents approximately 70% of the outstanding voting power of our capital stock as of April 7, 2025.”

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Stock Voting Agreement

“As of April 7, 2025, Mr. Duffield held approximately 41% of the outstanding capital stock of Incline Alchemy, Inc., a company majority-owned by Mr. Duffield’s son, Mike Duffield, a former employee of Workday. Incline Alchemy is part of a network of partners who provide implementation services for Workday’s customers. During fiscal 2025, Workday paid $392,155 to Incline Alchemy for the provision of professional services to Workday customers and related expenses. In fiscal 2025, Incline Alchemy made payments to Workday in the amount of $305,600 for training hours and tools, as well as fees paid to Workday for professional service hours. Additionally, Incline Alchemy is a customer of Workday and made customer payments to Workday in the amount of $319,075 in fiscal 2025. These transactions were based on arms-length agreements entered into in the ordinary course of business.”

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Real Estate Lease

“In fiscal 2025, we leased certain office space in Incline Village, Nevada under a lease agreement with Nevada Pacific Development Corporation (“NPD”), an affiliate of Mr. Duffield, which expires August 31, 2026. During fiscal 2025, Workday paid $132,017 to NPD, including $88,269 in fixed rent and $43,748 in operating expenses.”

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Employment Arrangements with Immediate Family Members of Our Executive Officers and Directors

“John Still, a son of George Still, a member of our Board of Directors, has been employed by us since October 2017. He currently serves as a Senior Manager, Marketing Advisory. During fiscal 2025, Mr. Still had total cash compensation, including base salary and other cash compensation, of $259,368.”

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Employment Arrangements with Immediate Family Members of Our Executive Officers and Directors

“The salary and bonus levels of Mr. Still were based on reference to internal pay equity when compared to the compensation paid to employees in similar positions who were not related to our executive officers and directors. He also received equity awards on the same general terms and conditions as applicable to other employees in similar positions who were not related to our executive officers and directors.”

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Indemnification Agreements

“We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. Subject to certain limitations, our Bylaws also require us to advance expenses incurred by our directors and officers.”

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Statement of Policy Regarding Related Party Transactions

“We have adopted a written related-party transactions policy which provides that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of our common stock, and any members of the immediate family of the foregoing (each a “related party”) are not permitted to enter into a related party transaction with us without the review, consideration, and approval or ratification of a sub-committee comprised of two disinterested members of the Audit Committee (the “Sub-Committee”). For this policy, a related party transaction is defined as a transaction with a related party where Workday is a participant (whether or not Workday is a party), in which the amount involved exceeds $120,000, and in which any related party had or will have a direct or indirect material interest. In approving or rejecting any proposed related party transaction, the Sub-Committee considers the relevant facts and circumstances available and deemed relevant to the committee in determining whether such transaction is fair to Workday and in the best interest of all of our stockholders, including (i) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances; (ii) the nature and the extent of the related party’s interest in the transaction; (iii) whether the transaction would likely affect the judgment of the related party to act in the best interests of Workday; (iv) the benefits that the transaction provides to Workday; and (v) whether the transaction was undertaken in the ordinary course of business.”

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Statement of Policy Regarding Related Party Transactions

“The policy grants standing pre-approval of certain transactions, including (i) executive compensation if approved by our Compensation Committee; (ii) director compensation arrangements if approved by the Board of Directors; (iii) transactions with another company where the related party’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% equity interest of that company; (iv) transactions where the rates or charges involved are determined by competitive bids; (v) charitable contributions, grants or endowments by us to a charitable organization, foundation or university where the related party’s only relationship is as an employee, and if the related party is a trustee, director, or executive officer, if the aggregate amount involved does not exceed $50,000; and (vi) transactions where the related party’s interest in the transaction arises solely from their ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis.”

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