| | | Saty Bahadur has served as our Chief Technology Officer since July 2021. Prior to joining us, Mr. Bahadur served in a variety of roles at Amazon.com, Inc. from September 2017 to July 2021, including leading the team responsible for preventing worldwide fraud and abuse on Amazon.com and leading the Alexa artificial intelligence group. Prior to Amazon, Mr. Bahadur served in a variety of leadership roles at Microsoft Corporation from June 2007 to
Age:56 Current Role Since: October 2017 including Director of Engineering, and a variety of engineering roles at Intel Corporation from 1996 to 2007, including Engineering Manager. Mr. Bahadur holds a B.E. from Birla Institute of Technology and Science, Pilani and an M.S. in Computer Science from Clemson University. |
Saty Bahadur
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| | | Sam Bright has served as our Chief Product & Experience Officer since November 2020. Mr. Bright has served as an Advisory Council Member at the Smithsonian National Postal Museum since August 2019 and as a member of the Board of Trustees of the Teachers Insurance and Annuity Association of America (TIAA) since February 2022. Prior to joining us, Mr. Bright served in a variety of leadership roles at eBay Inc., including Vice President, General Manager from June 2018 to October 2020, and in roles in strategy, business development, and general management from 2012 to 2020. Mr. Bright holds a B.A. from Taylor University and an M.B.A. from Harvard Business School.
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Sam Bright
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| | | Zoë Harte has served as our Chief People Officer since October 2020. Prior to that, Ms. Harte served as our Senior Vice President, Human Resources and Talent Innovation from September 2017 to October 2020. She previously served in roles as our Vice President and Head of Human Resources from March 2014 to August 2017 and as Head of Human Resources at oDesk from April 2013 to March 2014. Ms. Harte also worked at Rovi Corporation, a digital entertainment company, in senior human resources roles from 2008 to 2012. Prior to Rovi, Ms. Harte spent nine years at Yahoo! Inc. in a progression of human resources and customer care leadership roles. Ms. Harte holds a B.A. in Religion and Women’s Studies from Earlham College and an M.A. in Theology from the University of Exeter.
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Zoë Harte
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| | | Brian Levey has served as our
Chief Business Affairs and Legal Officer & Secretary | | Biography
Chief Business Affairs and Legal Officer & Secretary, Upwork Inc., since October 2017. Prior to that, Mr. Levey served as our 2017
Chief Financial Officer, Upwork Inc., from June 2015 to October 2017 as well as our
General Counsel and Secretary, since our inception inUpwork Inc., from March 2014. Mr. Levey served as 2014 to October 2017
Vice President, General Counsel and Secretary, of oDesk Corporation, our predecessor, from June 2013 to March 2014. Prior to joining us, Mr. Levey served2014
Served in a variety of legal roles at eBay Inc., a global ecommerce company, from 2000 to 2013, including as Vice President, Deputy General Counsel and Assistant Secretary, from 2006 to 2013 and, from 2000 to 2006, he served in increasingly senior legal roles at eBay Inc. He also previously served as
Vice President, Legal, at Metro-Goldwyn-Mayer Studios. Mr. Levey beganStudios, a worldwide film and television production and distribution company
Began his legal career with Latham & Watkins LLP. Mr. Levey holds an LLP, a global law firm
J.D., Stanford Law School
A.B. in, Economics, from Stanford University and a J.D. from Stanford Law School. |
Sunita Solao | | |
Brian Levey
Age:48 Current Role Since: April 2023
Chief People Officer | | Biography
Chief People Officer, Upwork Inc., since April 2023
Vice President, People, Convoy, Inc., a digital freight network company, from October 2020 to May 2022
Head of People for Homes Business Division, Airbnb, Inc., a global travel marketplace company, from 2017 to September 2020
Several human resources leadership roles, Airbnb, Inc., from 2014 to 2017
Several human resources leadership roles, eBay Inc., a global ecommerce company, from 2009 to 2014
M.B.A., Human Resources Management, University of Wisconsin-Madison
M.B.A., Human Resources Management, Symbiosis International University
B.E., Chemical Engineering, Birla Institute of Technology and Science, Pilani |
11 Mr. Bottoms was appointed as an executive officer in April 2024.
40 | 2024 Proxy Statement | |
Melissa Waters has served as our | | |
Age:47 Current Role Since: December 2021
Chief Marketing Officer | | Biography
Chief Marketing Officer, Upwork Inc., since December 2021. Prior to joining us, Ms. Waters served as 2021
Global Vice President of Marketing, Instagram, at Meta Platforms, Inc., a social media conglomerate corporation, from June 2020 to December 2021. Prior to joining Meta, Ms. Waters served as 2021
Chief Marketing Officer, at Hims and Hers Health, Inc., a telehealth company, from April 2019 to May 2020 as VP,
Vice President, Marketing, at Lyft, Inc., a transportation company, from October 2016 to November 2018 and a
A variety of roles in brand and marketing at Pandora Media, Inc., a streaming radio service, from December 2011 to October 2016, including VP,Vice President, Brand and Product Marketing. Ms. Waters holds a Marketing
M.B.A., Babson College
B.A. from the, Public Relations and Journalism, University of Houston and an M.B.A. from Babson College. |
Melissa Waters
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2022 | 2024 Proxy Statement39
| 41 |
TABLE OF CONTENTS
Executive Compensation
Letter from the Compensation Committee
Dear Upwork Stockholders,
As Upwork’s compensation committee, our philosophy is to provide an executive compensation program that attracts and retains talented executives who contribute to our long-term success; rewards achievement of our short- and long-term strategic objectives; and aligns our executives’ interests with those of our stockholders by focusing on sustainable, long-term value creation.
2023 was a critical year for Upwork as we enhanced our strategic focus on driving durable, profitable growth. As the company focused on emerging strategic priorities, the compensation committee sought feedback from stockholders as we considered potential improvements to the design of our executive compensation program, all the while remaining committed to our key compensation principles.
Upwork’s Strategic Evolution
As Upwork has grown, our strategy has evolved. From an executive compensation perspective, it is critical that we ensure our executive pay programs continue to align incentives with our evolving strategy for long-term value creation. In the years following our initial public offering in 2018, our primary focus was growth. This focus enabled us to establish a strong market presence in a growing and competitive total addressable market. As we began 2023, revenue growth continued to be the primary financial objective and focus area for our stockholders, and this was reflected in our incentive program metrics established in February 2023. Since then, Upwork’s focus—in alignment with stockholder feedback—shifted toward an emphasis on driving profitability, while still prioritizing growth. Notably, we moved from negative adjusted EBITDA in the first quarter of 2023 to delivering net income of $17.4 million and $30.5 million in adjusted EBITDA in the fourth quarter of 2023, and we are building on this momentum going forward. This shift in strategic focus along with stockholder feedback were the driving forces in shaping the go-forward updates to our executive compensation program outlined below.
2023 Say-on-Pay Vote and Stockholder Feedback
We consider stockholder perspectives as a key factor in our compensation decision-making process. During 2023, some stockholders expressed concerns with our executive pay programs as evidenced by lower support for our Say-on-Pay vote than in prior years. Following this vote, we undertook robust stockholder outreach to seek feedback on our executive compensation program. In addition to prior outreach efforts, in fall 2023, we contacted stockholders representing approximately 44% of shares outstanding and engaged with stockholders representing approximately 21% of shares outstanding. Our compensation committee chair participated directly in several of these stockholder conversations. Consistent themes we heard from stockholders were that they wanted Upwork to use a broader set of financial performance metrics, differentiated between the short- and long-term incentive programs, and to use a longer performance period in our PSU program.
2024 Compensation Program Updates Informed by Stockholder Feedback
Based on both Upwork’s broader strategic evolution and stockholder feedback, we made improvements to the design of both our annual and long-term incentive programs beginning in 2024 to increase the focus on profitable growth, use a broader set of performance metrics aligned with our strategy, and ensure strong alignment with long-term stockholder value creation.
We have updated the performance metrics in our short-term incentive program to include both revenue and adjusted EBITDA, each weighted at 50%, and have included an incentive to achieve strong GSV growth as a potential modifier. We have also re-designed our long-term incentive program to reinforce multi-year performance achievement by incorporating performance milestones for PSU awards that measure year-over-year revenue growth and annual adjusted EBITDA margin in each of the second (2025) and third (2026) year after grant.
Our changes to the executive compensation program are responsive to stockholder feedback to use a broader and differentiated set of financial metrics and longer performance periods in the PSU program. We remain focused on aligning performance metrics and goals with our current business strategy and ensuring strong continued alignment with our pay-for-performance philosophy.
42 | 2024 Proxy Statement | |
Committee Refreshment
We are committed to ongoing periodic committee rotation, which ensures fresh perspectives in committee discussions and positions us to provide robust oversight. We are excited to welcome Gary Steele as chair of our committee effective in April 2024, and we would like to thank Gregory Gretsch for his dedicated service in the role since our initial public offering in 2018, including his leadership in the implementation of the significant executive compensation program design improvements effective for 2024.
The compensation committee considers our executive compensation program a key lever to align the interests of our stockholders and executives and drive long-term success. We are excited by Upwork’s strong momentum and look forward to continuing our dialogue with stockholders.
Sincerely,
Gary Steele (Chair) | Gregory C. Gretsch | Anilu Vazquez-Ubarri |
| 2024 Proxy Statement | 43 |
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 20212023 for our principal executive officer, principal financial officer, and our only other executive officer serving during the year, whom we refer to collectively as our Named Executive Officers, and provides an overview of our executive compensation philosophy, including our principal compensation policies, and practices. In addition, it analyzes how and why the compensation committee of our board of directors made the specific compensation decisions for our principal executive officer, our principal financial officer, and the executive officer (other than our principal executive officer and principal financial officer) who was our most highly compensated executive officer at the end of 2021, whom we refer to collectively as our
2023 Named Executive Officers.Officers
For 2021, our Named Executive Officers were:
| ● | Hayden Brown, our President and Chief Executive Officer |
Hayden Brown, our President and Chief Executive Officer;
Jeff McCombs, our Chief Financial Officer; and
| ● | Erica Gessert, our Chief Financial Officer12 |
Eric Gilpin, our Chief Sales Officer.
| ● | Eric Gilpin, our former Chief Sales Officer13 |
Compensation Discussion and Analysis Roadmap
Summary of our key business and performancePerformance highlights, how we determineexecutive pay program progression, stockholder outreach and engagement, and responsivenessresponse to Say-on-Pay vote and stockholder feedback | | | 45 |
2023 Pay Program OverviewDescription of our compensation philosophy and program | | | 48 |
How the compensation committee oversees our executive compensation program and determines pay | | | 51 |
Summary of our executive compensation program components and changes for 2022 elements | | | 56 |
Information on employee arrangements, additional policies, and tax and accounting considerations | | 68 |
Other Compensation Policies Various policies and practices that govern the operation of our executive compensation program |
| 70 |
59Tax and Accounting Considerations
Information on the tax requirements and accounting rules that may apply to elements of our executive compensation program | | 72 |
12 On March 22, 2023, our board of directors appointed Ms. Gessert as our Chief Financial Officer effective as of April 25, 2023, her initial day of employment.
13 On May 3, 2023, we announced that Mr. Gilpin would be departing from our company. To facilitate a smooth transition of his responsibilities, Mr. Gilpin remained employed by us through June 30, 2023 in the capacity of Sales Advisor.
44 | 2024 Proxy Statement | |
Executive Summary
Who We Are
We operate the world’s largest work marketplace that connects businesses with independent talent, as measured by GSV. During the year ended December 31, 2021, our work marketplace enabled $3.5 billion of GSV. For talent, we serve as a powerful marketing channel to find rewarding, engaging,Executive Compensation Program Progression and flexible work. Talent benefits from access to quality clients, simplified invoicing, and secure and timely payments while enjoying the freedom to run their own businesses, create their own schedules, and work from their preferred locations. For clients, our work marketplace offers fast, secure, and efficient access to high-quality talent with over 10,000 skills across more than 90 categories.Stockholder Engagement
Talent includes independent professionals and agencies of varying sizes and is an increasingly sought-after, critical, and expanding segment of the global workforce.
2023 Performance Highlights
Key 2021 Business Highlights
(1) | As of December 31, 2023. |
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(2) | Adjusted EBITDA is not prepared in accordance with, and is not an alternative to, financial measures prepared in accordance with generally accepted accounting principles, which we refer to as GAAP. See “Appendix A: Reconciliation of Non-GAAP Financial Measures” to this Proxy Statement for a definition of adjusted EBITDA and for information regarding our use of adjusted EBITDA and a reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure prepared under GAAP.
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In 2021,2023, we generated strong operational and financial results while advancing valuable strategic initiatives. Key business highlightsUpwork’s leadership team executed a swift and successful pivot to profitability and cash generation in 2023, moving from 2021 include:
Performance Highlights
Growing Our Work Marketplace
| | | GSV grew to over $3.5 billion, a 41% year-over-year increase
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Generating Strong Growth
| | | Generated $503 million of revenue, a 35% year-over-year increase
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Expanding Our Active Client Base(1)
| | | Expanded the number of active clients by 22% year-over-year to approximately 771,000(2) while increasing GSV per active client 15% year-over-year to $4,599(2)
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(1)
| We define an active client as a client that has had spend activity on our work marketplace during the 12 months preceding the date of measurement. GSV per active client is calculated by dividing total GSV during the four quarters ended on the date of measurement by the number of active clients at the date of measurement. |