Activist Irenic builds a stake in Workiva, hoping to gain a voice on the software company's board

Company Overview - Workiva is a provider of cloud-based reporting solutions that address financial and non-financial business challenges, integrating financial reporting, ESG, and GRC into a secure, audit-ready platform [1][4] - The platform is built primarily on Amazon Web Services and connects data from various enterprise systems, enhancing reporting capabilities for clients [1] Activist Involvement - Irenic Capital Management has acquired a roughly 2% stake in Workiva and is advocating for improved operating efficiency, strategic alternatives, and enhanced corporate governance [2][3][6] - Irenic is pushing for the addition of two new board members, including one of its executives, and has indicated a willingness to nominate directors if no agreement is reached [3][17] Financial Performance - Workiva derives over 40% of its revenue from its SEC filing service, with a strong customer base including 95% of the Fortune 100 [4] - Despite projected revenue exceeding $1 billion by 2026, Workiva has yet to achieve profitability, leading to its shares trading at a 25% discount compared to peers [5][6] Governance Issues - The company operates under a dual-class share structure controlled by its three founders, resulting in a staggered board with limited relevant experience [7][14] - Irenic is advocating for the collapse of the dual-class structure and a reconstitution of the board with qualified directors [8][9] Operational Challenges - Workiva's sales and marketing expenses account for 43% of revenue, significantly higher than the 31% average for peers, contributing to margin pressure [9][10] - The company has an 18% revenue growth rate but could improve profitability by reducing sales force spending while maintaining double-digit growth [10] Strategic Alternatives - Irenic suggests that if Workiva cannot improve its governance and operational efficiency, the board should consider a strategic review, including a potential sale of the company [11] - Workiva's strong market position and client base make it an attractive target for potential acquirers, with previous interest from private equity firms [12][14] Valuation Insights - Comparable transactions indicate a forward revenue multiple of 7 to 8 times for financial acquirers, suggesting a potential upside of 40% to 60% based on projected revenues [13]