POWER OF ATTORNEY

The undersigned, as a Section 16 reporting person of Cornerstone
OnDemand, Inc. (the "Company"), hereby constitutes and appoints
Adam L. Miller, Brian L. Swartz and Adam J. Weiss, and each of
them, the undersigned's true and lawful attorneys-in-fact to:

1. complete and execute Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorneys-in-fact shall in their
discretion determine to be required or advisable pursuant to
Section 16 of the Securities Exchange Act of 1934 (as amended)
and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of securities
of the Company; and

2. do all acts necessary in order to file such forms with the
Securities and Exchange Commission, any securities exchange
or national association, the Company and such other person or
agency as the attorneys-in-fact shall deem appropriate.

   The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue
hereof. The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with the Securities Exchange Act of 1934
(as amended).

   This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the Company and the
foregoing attorneys-in-fact.

   IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 28 day of April, 2017.


Signature: /s/ Dean E. Carter
Name:  Dean E. Carter