wk-20230413

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

___________________________________

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Filed by a Party other than the Registrant ¨

Check the appropriate box:


¨			Preliminary Proxy Statement

¨			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý			Definitive Proxy Statement

¨			Definitive Additional Materials

¨			Soliciting Material Pursuant to §240.14a-12

WORKIVA INC.

_____________________________________________________________

(Name of Registrant as Specified In Its Charter)

_____________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


ý			No fee required.

¨			Fee paid previously with preliminary materials.

¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2900 University Blvd.

Ames, IA 50010

Telephone: (888) 275-3125

April 17, 2023

Dear Fellow Stockholders:

Workiva delivered strong financial results in 2022 for our stockholders, beating full year guidance on revenue and operating margin. Our performance was a direct result of our global team of talented and dedicated employees who continue to execute on our strategy, take care of our customers and each other, and live by our Company values.

On April 1, 2023, I had the distinct privilege of succeeding Marty Vanderploeg as CEO of Workiva. Marty is now the Non-Executive Chair of the Board of Directors. In his new role, Marty, along with the entire Board, will continue to champion Workiva and support the executive leadership team as we move into our next phase of growth and impact.

While our roles have changed, our commitment to Workiva and its growth and success has not. We are aligned on Workiva’s core principles and values: a people-first culture, prioritizing our customers’ experience and success, continuous innovation, and a commitment to impact. These will continue to be cornerstones of our operations as we drive greater performance and productivity through the focused execution of our strategic initiatives.

Workiva is one of the most relevant and innovative technology companies of our time. We have a transformative platform and an enduring foundation on which to build our future. We remain bullish on our future opportunities as we continue to address the large global reporting market that we see before us.

Accordingly, on behalf of the Board of Directors and our leadership team, I’d like to invite you to attend the 2023 Workiva Inc. Annual Meeting of Stockholders. The meeting will be held virtually via live webcast on Tuesday, May 30, 2023, at 10:00 a.m. (Central Time).

All Workiva stockholders of record at the close of business on April 3, 2023, are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote by telephone, by mail or over the Internet as soon as possible.

Thank you for your trust in and ongoing support of Workiva.



						Julie Iskow President & Chief Executive Officer

The principal business of the Annual Meeting will be to:

1.Elect two Class III directors for a three-year term;

2.Approve, on an advisory basis, the compensation of our named executive officers;

3.Ratify the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

4.Transact any other business as may properly come before the meeting or any adjournment or postponement thereof.

You can vote at the Annual Meeting online or by proxy if you were a stockholder of record at the close of business on April 3, 2023, by visiting www.meetnow.global/M5TJR6R and entering the 15-digit control number on the Proxy Card, Email or Notice of Availability of Proxy Materials you previously received. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.


						By Order of the Board of Directors

						Brandon E. Ziegler Executive Vice President, Chief Legal and Administrative Officer and Corporate Secretary

April 17, 2023

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on May 30, 2023:

The Notice of Annual Meeting, Proxy Statement and our 2022 Annual Report to Stockholders
are available electronically at www.envisionreports.com/wk

TABLE OF CONTENTS


Questions and Answers						1
Proposal No. 1 - Election of Directors						10
Corporate Governance						18
Director Compensation						27
Ownership of Common Stock						29
Executive Officers						31
Executive Compensation						34
Compensation Discussion and Analysis						34
Compensation Tables						54
Potential Payments upon Termination or Change in Control						60
CEO Pay Ratio						66
Pay V er s us Performance						67
Equity Compensation Plan Information						70
Certain Relationships and Related-Party and Other Transactions						70
Proposal No. 2 - Advisory Vote to Approve Named Executive Officer Compensation						71
Audit Committee Report						72
Proposal No. 3 - Ratification of Appointment of Independent Registered Public Accounting Firm						73
Availability of Annual Report on Form 10-K						74
Other Business						74

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QUESTIONS AND ANSWERS

Why am I receiving these materials?

The Board of Directors of Workiva Inc. ("Workiva" or the "Company") is making these proxy materials available to you on the Internet or, upon your request, by delivering printed versions of these materials to you by mail, in connection with the solicitation of proxies for use at our 2023 Annual Meeting of Stockholders (the "Annual Meeting"), or at any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held virtually via a live webcast on Tuesday, May 30, 2023, at 10:00 a.m. (Central Time) at www.meetnow.global/M5TJR6R.

What is included in these materials?

These materials include this Proxy Statement for the Annual Meeting and our Annual Report to Stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2022. We are first making these materials available to you on the Internet on or about April 17, 2023.

What is the purpose of the Annual Meeting?

For stockholders to vote on the following proposals:

1.To elect Michael M. Crow, Ph.D. and Julie Iskow as Class III directors for three-year terms;

2.To approve, on an advisory basis, the compensation of our named executive officers, as described in this proxy statement;

3.To ratify the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

4.To transact any other business as may properly come before the Annual Meeting or at any adjournment or postponement thereof.

How does the Board of Directors recommend I vote on these proposals?

The Board recommends that you vote:

•"FOR" the election of Michael M. Crow, Ph.D. and Julie Iskow as Class III directors;

•"FOR" the approval, on an advisory basis, of the compensation of our named executive officers, as described in this proxy statement; and

•"FOR" the ratification of the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

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2023 PROXY STATEMENT 1

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Who is entitled to vote at the Annual Meeting?

Holders of our common stock as of the close of business on April 3, 2023, the record date, may vote at the Annual Meeting. As of the record date, there were 49,386,777 shares of our Class A common stock and 3,845,583 shares of our Class B common stock outstanding. Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. Holders of our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and we sent the Notice of Internet Availability of Proxy Materials directly to you. As a stockholder of record, you may vote your shares in person at the Annual Meeting or by proxy as described below.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the "beneficial owner" of shares held in street name. The Notice and, upon your request, the proxy materials, were forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your shares by following their instructions for voting.

How is the Annual Meeting being held?

Workiva Inc.'s 2023 Annual Meeting of Stockholders will be held virtually via live webcast on Tuesday, May 30, 2023, at 10:00 a.m., Central Time. Online access to the meeting will begin at 10:00 a.m., Central Time. Stockholders will not be able to attend the annual meeting in person.

How do I attend the Annual Meeting?

If you were a stockholder of record as of April 3, 2023 (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Computershare), you can attend the meeting by accessing www.meetnow.global/M5TJR6R and entering the 15-digit control number on the Proxy Card, Email or Notice of Availability of Proxy Materials you previously received.

If you were a beneficial owner of record as of April 3, 2023 (i.e., you held your shares in an account at a brokerage firm, bank or other similar agent), you will need to obtain a legal proxy from your broker, bank or other agent. Once you have received a legal proxy from your broker, bank or other agent, it should be emailed to our transfer agent, Computershare, at legalproxy@computershare.com and should be labeled “Workiva Legal Proxy” in the subject line. Please include proof from your broker, bank or other agent of your legal proxy (e.g., a forwarded email from your broker, bank or other agent with your legal proxy attached or an image of your legal proxy attached to your email). Requests for registration must be received by Computershare no later than 5:00 p.m. Eastern Time on

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Wednesday, May 24, 2023. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetnow.global/M5TJR6R and enter your control number.

If you would like to enter the meeting as a guest in listen-only mode, click on the “Guest” tab after entering the meeting center at www.meetnow.global/M5TJR6R and enter the information requested on the following screen. Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest.

What if I encounter technical difficulties or trouble accessing the Annual Meeting?

Beginning 15 minutes prior to the start of and during the annual meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.

How can I submit questions at the Annual Meeting?

If you are attending the meeting as a stockholder of record or registered beneficial owner, questions can be submitted by accessing the meeting center at www.meetnow.global/M5TJR6R, entering your control number and clicking on the "Q&A" icon at the top of the page. To return to the main page, click the “Broadcast” icon at the top of the screen.

How can I vote my shares?

If you are a stockholder of record, you may vote:


			Via the Internet: You may vote by proxy via the Internet by following the instructions found on the Proxy Card, Email or Notice of Availability of Proxy Materials that you received.
			By Telephone: You may vote by proxy by calling the toll-free number found on the Proxy Card.
			By Mail: You may vote by proxy by filling out the Proxy Card and returning it in the envelope provided.
			At the Meeting: You may vote your shares electronically during the annual meeting by clicking on the “Vote” icon on the Meeting Center site.

Internet and telephone voting will be available 24-hours a day and will close at 11:59 p.m. Eastern Time on Monday, May 29, 2023.

If you are a beneficial owner of shares held in street name, you should have received from your bank, broker or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a "voting instruction form" sent by the broker, bank or other nominee. Please follow their instructions carefully. Beneficial owners generally may vote:

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2023 PROXY STATEMENT 3

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			Via the Internet: You may vote by proxy via the Internet by following the instructions on the voting instruction form provided to you by your broker, bank or other nominee.
			By Telephone: You may vote by proxy by calling the toll-free number found on the voting instruction form provided to you by your broker, bank or other nominee.
			By Mail: You may vote by proxy by filling out the voting instruction form and returning it in the envelope provided to you by your broker, bank or other nominee.
			At the Meeting: If you obtained a legal proxy and registered with Computershare to receive your 15-digit control number from Computershare, you may vote your shares electronically during the annual meeting by clicking on the “Vote” icon on the Meeting Center site.

If you received more than one Notice of Internet Availability of Proxy Materials or proxy card, then you hold shares of Workiva common stock in more than one account. You should vote via the Internet, by telephone, by mail or in person for all shares held in each of your accounts.

If I submit a proxy, how will it be voted?

When proxies are properly signed, dated and returned, the shares represented by the proxies will be voted in accordance with the instructions of the stockholder. If no specific instructions are given, you give authority to Julie Iskow and Brandon E. Ziegler to vote the shares in accordance with the recommendations of our Board as described above. If any director nominee is not able to serve, proxies will be voted in favor of the other nominee and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, then the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy.

Can I change my vote or revoke my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy before it is exercised by:

•Written notice to our Corporate Secretary; or

•Timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or on the Internet.

If you are a beneficial owner of shares held in street name, you should follow the instructions of your bank, broker or other nominee to change or revoke your voting instructions. You may also vote in person at the Annual Meeting if you obtain a legal proxy as described above.

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2023 PROXY STATEMENT 4

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What constitutes a quorum at the Annual Meeting?

The presence, in person or by proxy, of the holders of a majority in voting power of the shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting must be present or represented to conduct business at the Annual Meeting. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or Internet, or if you attend the Annual Meeting.

Abstentions and withhold votes are counted as "shares present" at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some of or all the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called "broker non-votes") are also considered "shares present" for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders are permitted to vote your shares on the ratification of the appointment of our independent registered public accounting firm, even if they do not receive voting instructions from you.

What is the voting requirement to approve each of the proposals?

Provided that there is a quorum, the voting requirements are as follows:

Proposal

Voting Options

Votes Required to Adopt Proposal

Effect of Abstentions and Withhold Votes

Broker Discretionary Voting Allowed?

Election of directors

For or withhold on each nominee

Plurality of votes cast

No effect

Advisory approval * of the compensation of our named executive officers

For, against, or abstain

Majority of votes cast

No effect

Ratification of appointment of independent registered public accounting firm

For, against, or abstain

Majority of votes cast

No effect

Yes

* The say on pay vote is advisory only, but our Board of Directors will consider carefully the results of the vote.

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2023 PROXY STATEMENT 5

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Where can I find a list of stockholders entitled to vote at the Annual Meeting?

A list of stockholders of record will be available during the annual meeting for inspection by stockholders of record for any legally valid purpose related to the annual meeting at www.meetnow.global/M5TJR6R.

What is the impact of abstentions, withhold votes and broker non-votes?

Abstentions, withhold votes and broker non-votes are considered "shares present" for the purpose of determining whether a quorum exists, but will not be considered votes properly cast at the Annual Meeting and will have no effect on the outcome of the vote. Under the rules of the New York Stock Exchange ("NYSE"), without voting instructions from beneficial owners, brokers will have discretion to vote on the ratification of the appointment of the independent registered public accounting firm but not on the other proposals. Therefore, in order for your voice to be heard, it is important that you vote.

Who pays for the cost of this proxy solicitation?

Workiva will pay all the costs of preparing, mailing and soliciting the proxies. We will ask brokers, banks, voting trustees and other nominees and fiduciaries to forward the proxy materials to the beneficial owners of our common stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing proxy materials, our directors, officers and employees may solicit proxies in person, by telephone or otherwise. These individuals will not be specially compensated.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We also will disclose voting results on a Current Report on Form 8-K that we will file with the Securities and Exchange Commission ("SEC"), within four business days after the Annual Meeting.

Why did I receive a Notice of Internet Availability of Proxy Materials rather than a full set of proxy materials?

In accordance with the SEC rules, we have elected to furnish our proxy materials, including this Proxy Statement and the Annual Report, primarily via the Internet rather than by mailing the materials to stockholders. The Notice of Internet Availability of Proxy Materials provides instructions on how to access our proxy materials on the Internet, how to vote, and how to request printed copies of the proxy materials. Stockholders may request to receive future proxy materials in printed form by following the instructions contained in the Notice of Internet Availability of Proxy Materials. We encourage stockholders to take advantage of the proxy materials on the Internet to reduce the costs and environmental impact of our Annual Meeting.

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How can I obtain Workiva's Form 10-K and other financial information?

Stockholders can access our 2022 Annual Report, which includes our Form 10-K, and other financial information, on the SEC's website and on our website at https://www.workiva.com under the caption "Investors." Alternatively, stockholders can request a paper copy of the Annual Report by writing to: Workiva Inc., 2900 University Boulevard, Ames, Iowa 50010, Attention: Corporate Secretary.

How do I submit a stockholder proposal for consideration at next year's annual meeting of stockholders?

For a proposal to be included in our proxy statement for the 2024 annual meeting of stockholders, you must submit it no later than December 19, 2023. Your proposal must be in writing and comply with the proxy rules of the SEC. You should send your proposal to: Workiva Inc., 2900 University Boulevard, Ames, Iowa 50010, Attention: Corporate Secretary.

You also may submit a proposal that you do not want included in the proxy statement but that you want to raise at the 2024 annual meeting of stockholders. We must receive this type of proposal in writing on or after January 31, 2024, but no later than March 1, 2024.

As detailed in our Bylaws, to bring a proposal other than the nomination of a director before an annual meeting of stockholders, your notice of proposal must include: (i) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend our Bylaws, the language of the proposed amendment), and the reasons for conducting such business at the annual meeting and any material interest in such business of such stockholder and beneficial owner, if any, on whose behalf the proposal is being made, (ii) any other information relating to such stockholder and any such beneficial owner required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal and pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (iii) the information described in clause (vi) in the question immediately below (with any references below to a "nomination" being deemed to refer to such business desired to be brought before the annual meeting).

How do I recommend a director nominee?

If you wish to nominate an individual for election as director at the 2024 annual meeting of stockholders, we must receive your written nomination on or after January 31, 2024, but no later than March 1, 2024. You should send your proposal to: Workiva Inc., 2900 University Boulevard, Ames, Iowa 50010, Attention: Corporate Secretary.

As detailed in our Bylaws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (i) the name, age, business address and residence address of each nominee proposed in such notice; (ii) the principal occupation or employment of each such nominee; (iii) the number of shares of Workiva capital stock

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2023 PROXY STATEMENT 7

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that are owned of record and beneficially by each such nominee (if any); (iv) such other information concerning each such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; (v) the consent of the nominee to being named in any proxy materials as a nominee and to serving as a director if elected; and (vi) as to you and the beneficial owner, if any, on whose behalf the nomination is made: (A) your name and address as they appear on our books and of any such beneficial owner; (B) the class and number of our shares that are owned by you (beneficially and of record) or by any such beneficial owner as of the date of your notice, and a representation that you will notify us, promptly following the later of the record date for the meeting or the date notice of the record date for the meeting is first publicly disclosed, in writing of the class and number of such shares owned by you (beneficially and of record) or by any such beneficial owner as of the record date for the meeting; (C) a description of any agreement, arrangement or understanding with respect to such nomination between or among you, any such beneficial owner and any of you or their respective affiliates or associates, and any others (including their names) acting in concert with any of the foregoing, and a representation that you will notify us, promptly following the later of the record date or the date notice of the record date is first publicly disclosed, in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting; (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of your notice by, or on behalf of, you, any such beneficial owner, or any of your or their respective affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of you, any such beneficial owner, or any of your or their respective affiliates or associates with respect to shares of our stock, and a representation that you will notify us, promptly following the later of the record date or the date notice of the record date is first publicly disclosed, in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting; (E) a representation that you are a holder of record of our shares entitled to vote at the meeting and intend to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (F) a representation whether you or any such beneficial owner intends or is part of a group that intends to deliver a proxy statement and/or form of proxy and/or otherwise to solicit proxies from stockholders in support of the nomination; and (G) any other information relating to you or any such beneficial owner required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed under Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. We may require any proposed nominee to furnish such other information as we may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder's understanding of the independence, or lack thereof, of such nominee.

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In addition to satisfying the foregoing requirements under our Bylaws, including the timelines, to comply with the universal proxy rules, if you intend to solicit proxies in support of director nominees other than our nominees for the 2024 annual meeting, you must include in your notice the information required by Rule 14a-19 of the Exchange Act.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Certificate of Incorporation provides that our Board must consist of two or more directors, and the number of directors to hold office at any time may be determined from time to time by resolution of our Board. Our Board currently consists of seven members. Our Board is divided into three classes, designated as Class I, Class II and Class III. Upon the expiration of the initial term of office for each class of directors, each director in that class will be elected for a three-year term and serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal.

The table below sets forth information with respect to our directors as of April 3, 2023:


									Name
			Class III Directors - Term Expiring at the 2023 Annual Meeting						Michael M. Crow, Ph.D.
									Julie Iskow
			Class I Directors - Term Expiring at the 2024 Annual Meeting						Robert H. Herz
									David S. Mulcahy
			Class II Directors - Term Expiring at the 2025 Annual Meeting						Brigid A. Bonner
									Suku Radia
									Martin J. Vanderploeg, Ph.D.

There are two Class III directors whose terms expire at the 2023 Annual Meeting. Upon the recommendation of our Nominating and Governance Committee, our Board has nominated Dr. Crow and Ms. Iskow for re-election as Class III directors. Biographical information for each director and director nominee is contained in the following section. If elected at the Annual Meeting, each of these nominees will serve for a three-year term expiring at the 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. Each person nominated for election has agreed to serve if elected, and we have no reason to believe that any nominee will be unable to serve. If any nominee is not able to serve, proxies will be voted in favor of the other nominee and may be voted for a substitute nominee, unless our Board chooses to reduce the number of directors serving on our Board. Unless otherwise instructed, the proxy holders will vote the proxies received by them "FOR" the election of Dr. Crow and Ms. Iskow as Class III directors.

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Board Qualifications

Our Board has delegated to our Nominating and Governance Committee the responsibility for recommending to our Board the nominees for election as directors at the annual meeting of stockholders and for recommending persons to fill any vacancy on our Board. Our Nominating and Governance Committee selects individuals for nomination to our Board based on the following criteria. Nominees for director must:

•Possess fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility.

•Have a genuine interest in Workiva and recognition that as a member of our Board, each director is accountable to all of our stockholders, not to any particular interest group.

•Have a background that demonstrates an understanding of areas of importance to Workiva's business: technology/SaaS, risk and financial management, leadership, ESG, corporate governance, sales and marketing, human capital management, international operations, and cybersecurity.

•Have no conflict of interest or legal impediment that would interfere with the duty of loyalty owed to Workiva and our stockholders.

•Have the ability and be willing to spend the time required to function effectively as a director.

•Be compatible and able to work well with other directors and executives in a team effort with a view to a long-term relationship with Workiva as a director.

•Have independent opinions and be willing to state them in a constructive manner.

Directors are selected on the basis of talent and experience. Although there is no specific policy regarding Board diversity quotas, diversity of background, including diversity of gender, race, ethnic or geographic origin and age, and experience in business, government and education and in engineering, computer software, technology and other areas relevant to our activities, are factors in the selection process. We also consider management and leadership experience with respect to environmental, social, and governance issues that are material to Workiva, as well as experience with cybersecurity and information security risk management. As a majority of our Board must consist of individuals who are independent, a nominee's ability to meet the independence criteria established by the NYSE is also a factor in the nominee selection process.

For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies set forth in this proxy statement.

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The following categories identify the various skills that our directors possess:



			Cybersecurity Workiva handles the financial and non-financial data of thousands of companies worldwide


			ESG Workiva has a generational opportunity in ESG reporting, with a world-class product


			Risk and Financial Management Workiva benefits from directors who have experience and expertise in both risk and financial management, including audit and controls


			Governance Workiva benefits from directors who can bring best practice governance experience to the board


			Human Capital Management Culture and talent are core to Workiva’s success


			International Growth outside of North America presents an attractive opportunity for Workiva


			Sales and Marketing Sales and marketing strategy and execution is key to Workiva’s growth and profitability


			Senior Leadership As a business continuing to scale, Workiva benefits from directors with first hand senior leadership experience


			Technology/SaaS Workiva benefits from directors who have expertise in SaaS technology & product strategy, product development, and AI & data analytics

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Brigid A.
Bonner

SEC Form DEF 14A filed by Workiva Inc.