Check the appropriate box:

UPWORK 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):

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vote via the virtual meeting website—any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/UPWK2020, where stockholders may vote and submit questions during the meeting. The meeting starts at 8:00 a.m. Pacific Time. Please have your 16-Digit Control Number to join the Annual Meeting. Instructions on how to attend and participate via the internet are posted at www.proxyvote.com;

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vote by telephone or through the internet—in order to do so, please follow the instructions shown on the Notice of Internet Availability of Proxy Materials or your proxy card; or

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vote by mail—if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and promptly return it in the envelope provided or, if the envelope is missing, please mail your completed proxy card to Vote Processing, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717. Your signed and dated proxy card must be received prior to the Annual Meeting in order to be voted.

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delivering to our Corporate Secretary by mail a written notice stating that the proxy is revoked;

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signing and delivering a proxy bearing a later date;

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voting again by telephone or through the internet; or

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attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

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selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;

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reviewing the independence of the independent registered public accounting firm;

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discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, our interim and year-end operating results;

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establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

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considering the adequacy of our internal controls, internal audit function, and cybersecurity controls and procedures;

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reviewing material related-party transactions or those that require disclosure;

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reviewing legal, financial, technology, and enterprise risk exposures, and the steps management has taken to monitor and control such exposures; and

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approving or, as permitted, pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

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reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

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reviewing succession plans for our chief executive officer;

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reviewing and recommending to our board of directors the compensation of our directors;

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administering our stock and equity incentive plans; and

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establishing our overall compensation philosophy.

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identifying and recommending candidates for membership on our board of directors;

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recommending directors to serve on board committees;

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reviewing and recommending to our board of directors any changes to our corporate governance principles;

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reviewing proposed waivers of the code of conduct for directors and officers;

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overseeing the process of evaluating the performance of our board of directors;

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advising our board of directors on corporate governance matters; and

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developing and overseeing of programs related to corporate responsibility and sustainability, including environmental, social, and corporate governance matters.

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Creating Opportunity: With users in over 180 countries, we are changing the way work gets done by operating the largest online global marketplace, as measured by GSV, to connect businesses with highly skilled talent without geographical barriers. Our mission – to create economic opportunities so people have better lives – is integral to how we operate; promote our culture, hiring practices, and talent development; build products; and lead our industry.

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Business Ethics, Integrity and Governance: From our board of directors to every team member, the work we do each day is guided by a robust business ethics and integrity program that encourages everyone to always do the right thing. Integrity is embedded in our culture and something we promote from the top down and throughout our business. These values similarly extend to our online platform, where we understand there is a certain level of responsibility that comes with connecting independent professionals to clients and new work opportunities through our global marketplace. Through our trust and safety programs, we have developed tools and instituted policies to promote responsible, safe, and transparent interactions between our independent professionals and clients.

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Our Team: We are committed to creating and supporting an inclusive environment that promotes and encourages diversity, belonging, wellness, and career development. This commitment extends to all aspects of our relationships with our team members, including in the hiring and promotion process, training, benefits, and career development.

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Board Oversight: During 2019, the board of directors amended the nominating and governance committee charter to give the nominating and governance committee responsibility for reviewing and assessing with management Upwork’s performance, risks, controls and procedures relating to corporate responsibility and sustainability.

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Functional Leadership: The legal department champions Upwork’s strategic approach to ESG, and business functions own ESG priorities.

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ESG Task Force: Our cross-functional ESG task force is composed of personnel from various departments and is responsible for developing and implementing ESG programs and disclosures and updating our nominating and governance committee periodically throughout the year on progress and ongoing strategy. In 2019, our ESG task force commenced work on our inaugural Annual Impact Report, which was published in 2020.

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by our board of directors and nominating and governance committee to assess the current composition of our board of directors and its committees and make recommendations for the qualifications, expertise, and characteristics we should seek in identifying potential new directors;

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by our board of directors and nominating and governance committee to identify the strengths and areas of opportunity of each member of our board of directors and to provide insight into how each member of our board of directors can be most valuable;

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to improve agenda topics of the board of directors and its committees so that information they receive enables them to effectively address the issues they consider most critical; and

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by our nominating and governance committee as part of its annual review of each director’s performance when considering whether to nominate the director for re-election to the board of directors.

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(1)	Member of the nominating and governance committee

(2)	Member of the compensation committee

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(1)	Member of the nominating and governance committee

(2)	Member of the audit committee

(3)	Member of the compensation committee

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(1)

The amounts reported in this column represent the aggregate grant date fair value of restricted stock units (“RSUs”) made to directors in 2019 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”). This amount does not reflect the actual economic value realized by the director, which will vary depending on the performance of our common stock. Members of our board of directors may elect to receive a portion of their compensation in cash consideration in lieu of RSUs, with any such cash consideration having equal economic value on the date of grant as the RSUs that a director would have otherwise received.

(2)

The amounts reported in this column for certain members of our board of directors may be lower than those of the other members of our board of directors because of their election to receive cash consideration in lieu of RSUs for the components of director compensation for which there is an election. While the actual economic value of any cash received is equal on the date of grant to the RSUs that a director would have otherwise received, the amounts reported above may vary depending on the performance of our common stock.

(3)	As of December 31, 2019, Mr. Layton held 10,856 RSUs, which included both the Annual Award and the Fee (RSU), as further described in (and which vest in accordance with the vesting schedule described under) “—Non-Employee Director Compensation Arrangements.”

(4)	As of December 31, 2019, Mr. Gretsch held 10,244 RSUs, which included both the Annual Award and the Fee (RSU), as further described in (and which vest in accordance with the vesting schedule described under) “—Non-Employee Director Compensation Arrangements.”

(5)	As of December 31, 2019, Mr. Harvey held 10,244 RSUs, which included both the Annual Award and the Fee (RSU), as further described in (and which vest in accordance with the vesting schedule described under) “—Non-Employee Director Compensation Arrangements.”

(6)	As of December 31, 2019, Mr. Marriott held 10,244 RSUs, which included both the Annual Award and the Fee (RSU), as further described in (and which vest in accordance with the vesting schedule described under) “—Non-Employee Director Compensation Arrangements.”

(7)

As of December 31, 2019, Ms. Nelson held 9,174 RSUs and options to purchase 340,000 shares of common stock. The RSUs vest in accordance with the vesting schedule described below under “—Non-Employee Director Compensation Arrangements—Annual Award.” The stock option was fully vested as of December 31, 2019 and expires ten years after the date of grant.

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(8)

As of December 31, 2019, Ms. Srinivasan held 29,068 RSUs, which included both the Initial Award granted to Ms. Srinivasan upon her appointment to our board of directors in July 2019 and the Annual Award, as further described in (and which vest in accordance with the vesting schedule described under) “—Non-Employee Director Compensation Arrangements.”

(9)

As of December 31, 2019, Mr. Steele held 10,244 RSUs and options to purchase 150,527 shares of common stock. The RSUs included both the Annual Award and the Fee (RSU), as further described in (and which vest in accordance with the vesting schedule described under) “—Non-Employee Director Compensation Arrangements.”

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Audit committee chair: $20,000

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Audit committee member: $10,000

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Compensation committee chair: $10,000

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Compensation committee member: $5,000

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Nominating and governance committee chair: $5,000

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Nominating and governance committee member: $2,500

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(1)

“Audit fees” include fees for audit services primarily related to: the audit of our annual consolidated financial statements and, for 2019, attestation services related to compliance with the Sarbanes-Oxley Act of 2002; the review of our quarterly condensed consolidated financial statements; comfort letters, consents and assistance with and review of documents filed with the SEC, including our registration statement on Form S-1 related to our initial public offering in October 2018; and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board (United States).

(2)	“Audit-related fees” include fees for additional audit procedures associated with the future adoption of the new accounting standards issued by the Financial Accounting Standards Board; and fees for financial reporting consultation and research.

(3)	“Tax fees” include fees for tax compliance and advice. Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state income tax matters, assistance with sales tax, and assistance with tax audits.

(4)	“All other fees” include fees for annual subscription services for access to online accounting research and disclosure checklist software applications.

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each of our Named Executive Officers;

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each of our directors and director nominees;

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all of our directors and executive officers as a group; and

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each stockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock.

*	Less than 1%

(1)	Consists of (i) 340,259 shares of common stock, (ii) 2,585 unvested restricted shares that will be released within 60 days of March 31, 2020, and (iii) 528,569 shares of common stock subject to options held by Ms. Brown that are exercisable within 60 days of March 31, 2020.

(2)	Consists of (i) 4,806 shares of common stock and (ii) 620,000 shares of common stock subject to options held by Mr. Kinion that are exercisable within 60 days of March 31, 2020.

(3)	Consists of (i) 1,642 shares of common stock, (ii) 6,734 unvested restricted shares that will be released within 60 days of March 31, 2020, and (iii) 219,166 shares of common stock subject to options held by Mr. Gilpin that are exercisable within 60 days of March 31, 2020.

(4)

Consists of (i) 168,422 shares of common stock held of record by Mr. Gretsch, (ii) the shares of common stock held of record by the entities described in footnote 11 below, (iii) 195,774 shares of common stock held of record by the Gregory C. Gretsch Trust, UAD 1/28/00, of which Mr. Gretsch is the trustee, (iv) 266,667 shares of common stock held of record by Martis Creek Investments, L.P. — Fund 3, (v) 95,000 shares of common stock held of record by Martis Creek Investments, L.P. — Fund 4, and (vi) 769,925 shares of common stock held of record by Martis Creek Investments, L.P. — Fund 5, collectively, the Martis Creek entities. The Gretsch Revocable Trust, the general partner of the Martis Creek entities, has sole voting and dispositive power over such shares, and voting decisions with respect to such shares are made by Mr. Gretsch. The address of the Martis Creek entities is 2105 South Bascom Avenue, Suite 370, Campbell, California 95008.

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(5)

Consists of (i) 10,855 shares of common stock held of record by Mr. Harvey, (ii) the shares of common stock held of record by the entities described in footnote 13 below, (iii) 1,751,315 shares of common stock held of record by a limited liability company controlled by Mr. Harvey, and (iv) 367,193 shares of common stock held of record by Mr. Harvey as trustee of The Harvey Family Trust.

(6)

Mr. Kasriel served as our President and Chief Executive Officer until December 31, 2019 and served on our board of directors until March 10, 2020. Consists of (i) 309,499 shares of common stock held of record by Mr. Kasriel, (ii) 18,152 shares of common stock held of record by Mr. Kasriel as custodian for his children, and (iii) 4,108,576 shares of common stock subject to options held by Mr. Kasriel that are exercisable within 60 days of March 31, 2020.

(7)

Consists of (i) 12,771 shares of common stock held of record by Mr. Layton (ii) 4,151,777 shares of common stock held of record by Thomas H. Layton or Gabrielle M. Layton, or their successors, as trustees of the Layton Community Property Trust dated November 29, 1999, as amended, and (iii) 125,000 shares of common stock held of record by Mr. Layton as trustee of the Thomas H Layton Separate Property Revocable Trust dtd 11/29/99.

(8)	Consists of (i) 7,500 shares of common stock held of record by Ms. Nelson, (ii) 380,027 shares of common stock held by the Nelson Family Trust and (iii) 340,000 shares of common stock subject to stock options held by Ms. Nelson that are exercisable within 60 days of March 31, 2020.

(9)

Consists of (i) 10,855 shares of common stock held of record by Mr. Steele and (ii) 150,527 shares of common stock subject to options held by Mr. Steele that are exercisable within 60 days of March 31, 2020, of which 100,351 shares are unvested, but early exercisable within 60 days of March 31, 2020.

(10)

Consists of (i) 23,222,145 shares of common stock and (ii) 5,966,838 shares of common stock subject to stock options that are exercisable within 60 days of March 31, 2020 held by all our executive officers and directors, as a group, of which 100,351 are unvested, but early exercisable, within 60 days of March 31, 2020 and 9,319 restricted shares are unvested, but will be released, within 60 days of March 31, 2020.

(11)

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 10, 2020 by Sigma Partners 6, L.P. (“SP 6”), Sigma Associates 6, L.P. (“SA 6”), Sigma Investors 6, L.P. (“SI 6”), and Sigma Management 6, L.L.C. (“SM 6,” and collectively, the “Sigma Entities”). The Schedule 13G/A indicated that (i) SP 6 had sole voting and dispositive power over 6,594,415 shares of our common stock, (ii) SA 6 had sole voting and dispositive power over 528,378 shares of our common stock, (iii) SI 6 had sole voting and dispositive power over 94,296 shares of our common stock, and (iv) SM 6 had shared voting and dispositive power over 7,217,089 shares of our common stock. The address for the Sigma Entities is 2105 South Bascom Avenue, Suite 370, Campbell, California 95008.

(12)

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 14, 2020 by Globespan Capital Partners IV, L.P., Globespan Management Associates IV, LLC, and Andrew P. Goldfarb (collectively, the “Globespan Entities”). The Schedule 13G/A indicated that (i) Globespan Capital Partners IV, L.P. had sole voting and dispositive power over 5,996,266 shares of our common stock and (ii) each other Globespan Entity had shared voting and dispositive power over 7,054,605 shares of our common stock. The address of the Globespan Entities is One Boston Place, Suite 2810, Boston, Massachusetts 02108.

(13)

Based solely on information contained in a Schedule 13G/A filed with the SEC on February 12, 2020 by Benchmark Capital Partners V, L.P. (“BCP V”), Benchmark Founders’ Fund V, L.P. (“BFF V”), Benchmark Founders’ Fund V-A, L.P. (“BFF V-A”), Benchmark Founders’ Fund V-B, L.P. (“BFF V-B”), Benchmark Capital Management Co. V, L.L.C. (“Benchmark Management”), and Alexandre Balkanski, Bruce W. Dunlevie, Peter Fenton, J. William Gurley, Kevin R. Harvey, Robert C. Kagle, Mitchell H. Lasky, and Steven M. Spurlock (collectively, the “Benchmark Entities”). The Schedule 13G/A indicated that (i) BCP V had sole voting and dispositive power over 5,239,771 shares of our common stock, (ii) BFF V had sole voting and dispositive power over 642,071 shares of our common stock, (iii) BFF V-A had sole voting and dispositive power over 122,931 shares of our common stock, (iv) BFF V-B had sole voting and dispositive power over 96,734 shares of our common stock, (v) Benchmark Management had sole voting dispositive power over 6,852,570 shares of our common stock, (vi) Messrs. Balkanski, Dunlevie, Fenton, Gurley, Kagle, Lasky, and Spurlock had shared voting and dispositive power over 6,852,570 shares of our common stock and (vii) Mr. Harvey had sole voting and dispositive power over 2,128,828 shares of our common stock and shared voting and dispositive power over 6,852,570 shares of our common stock. The address for the Benchmark Entities is 2965 Woodside Road, Woodside, California 94062.

(14)

Based solely on information contained in a Schedule 13G filed with the SEC on February 11, 2020 by The Vanguard Group, Inc. The Schedule 13G indicated that The Vanguard Group, Inc. had sole dispositive power over 6,636,653 shares of our common stock and shared dispositive power over 117,296 shares of our common stock. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

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Hayden Brown, our Chief Executive Officer (our “CEO”) effective January 1, 2020;

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Brian Kinion, our Chief Financial Officer;

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Stephane Kasriel, our former President and CEO; and

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Han-Shen Yuan, our former Senior Vice President, Engineering.

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	We Do				We Do Not Do
	Maintain an Independent Compensation Committee and Advisors. The compensation committee consists solely of independent directors who establish our compensation practices. The compensation committee has engaged its own compensation consultant to provide information, analysis, and other advice on executive compensation independent of management. Other than advising on compensation matters, this consultant performed no other consulting or other services for us in 2019.				We Do Not Use “Single-Trigger” Change in Control Severance Payments or Benefits. Except as described in the following sentence, we do not provide “single-trigger” change in control severance payments or benefits to our Named Executive Officers. Pursuant to the advisory services agreement between Mr. Kasriel and us, in the event of a change in control prior to April 30, 2021, all of his then-outstanding and unvested stock options will accelerate and vest in full, subject to his executing a release of claims in favor of our company.
	Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation strategy, including a review and determination of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.				We Do Not Offer Executive Retirement Plans. We do not offer defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees. Our Named Executive Officers are eligible to participate in our Section 401(k) retirement plan on the same basis as our other employees.
	Pay for Performance. We emphasize a pay-for-performance philosophy, to align the long-term interests of our executive officers with those of our stockholders. A substantial portion of total compensation for our Named Executive Officers’ compensation is “at risk” based on corporate or stock performance, as well as equity-based.				No Hedging or Pledging of our Equity Securities. We prohibit our employees, including our executive officers, and the members of our board of directors from hedging or pledging our equity securities.
	Stock Ownership Guidelines. We have established meaningful Stock Ownership Guidelines applicable to all of our executive officers and the members of our board of directors.				No Excise Tax Payments. We do not have any agreements that provide reimbursement or gross-ups for excise taxes on payments or benefits received as a result of a change in control.
	Succession Planning. We review the risks associated with our key executive officer positions to ensure adequate succession plans are in place.				Limited Perquisites. We provide limited perquisites or other personal benefits to our Named Executive Officers.

AppFolio	Grubhub	Stamps.com
Appian	Quotient Technology	TechTarget
Care.com	Redfin	TrueCar
CarGurus	Roku	Twilio
Etsy	Shutterstock	XO Group

	ELEMENT		TYPE		FORM OF COMPENSATION			OBJECTIVE
	Annual Base Salary		Fixed		Cash			Designed to attract and retain highly talented executives by providing fixed compensation amounts that are competitive in the market and reward performance
	Annual Bonuses		Variable		Cash or equity; bonus payments for 2019 were made based on performance against pre-established targets to members of our leadership team, including our Named Executive Officers, in the form of fully-vested RSU awards granted in February 2020			Designed to motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these annual objectives

Long-Term Equity Incentives

Variable

Equity awards in the form of RSU awards that may be settled for shares of our common stock

Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value

	Named Executive Officer		2018 Base Salary		2019 Base Salary		Percentage Increase
	Hayden Brown		$345,000		$362,250		5.0%
	Brian Kinion		$350,000		$364,000		4.0%
	Stephane Kasriel		$480,000		$480,000		—
	Han-Shen Yuan		$345,000		$362,250		5.0%

	Named Executive Officer		2018 Target Annual Bonus Opportunity (as a percentage of base salary)		2019 Target Annual Bonus Opportunity (as a percentage of base salary)
	Hayden Brown		30%		47.9%
	Brian Kinion		40%		40%
	Stephane Kasriel		56.25%		75%
	Han-Shen Yuan		30%		40%

Actual 2019 Revenue (under ASC 605)		Earned Bonus Before Adjustments
$296 million or less		0%
$316 million		100%
$341 million or more		150%

	Named Executive Officer		Target Annual Bonus (as a percentage of base salary)		2019 Target Annual Bonus		Earned Annual Bonus Award		Actual Annual Bonus Payment (number of RSUs)
	Hayden Brown(1)		47.9%		$209,569		$69,158		7,985
	Brian Kinion		40%		$145,600		$48,048		5,548
	Stephane Kasriel		75%		$360,000		$118,800		13,718
	Han-Shen Yuan(2)		40%		$144,900		—		—

	Named Executive Officer		RSU Award (number of shares)		RSU Award (grant date fair value)
	Hayden Brown		31,023		$681,575
	Han-Shen Yuan		31,023		$681,575

	Individual Subject to Stock Ownership Guidelines			Ownership level
	CEO			Five times current annual base salary
	Other Executive Officers			One times current annual base salary
	Non-Employee Directors			Three times annual cash retainer for services as a member of our board of directors

Name and Principal Positions		Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)		Total ($)
Hayden Brown		2019		437,250		—		11,020,059		—		69,158		4,425	(4)	11,530,892
Former Chief Marketing and Product Office; Current President and Chief Executive Officer(3)		2018		365,466	(5)	—		—		—		105,134		7,400	(6)	478,000
		2017(7)		239,797		10,196	(8)	—		1,097,906		69,475		56,386	(9)	1,473,760
Brian Kinion		2019		364,000		—		—		—		48,048		14,299	(10)	426,347
Chief Financial Officer		2018		345,000		—		—		—		142,140		5,000	(11)	492,140
		2017(12)		58,160		—		—		1,929,311		16,850		1,119	(13)	2,005,440
Stephane Kasriel		2019		480,000		—		—		—		118,800		15,969	(15)	614,769
Former President and Chief Executive Officer(14)		2018		511,649	(16)	—		—		8,907,075	(17)	278,100		18,689	(18)	9,715,513
		2017		473,583		—		—		—		164,651		7,362	(19)	645,596
Han-Shen Yuan		2019		362,250		—		681,575		—		—		8,396	(21)	1,052,221
Former Senior Vice President, Engineering(20)

Name		Type of Award		Grant Date		Approval Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock and Option Awards ($)(2)
								Threshold ($)		Target ($)		Maximum ($)
Hayden Brown		Cash(3)		—		—		1		209,569		314,353		—		—
		RSU(4)		2/11/2019		2/11/2019		—		—		—		31,023		681,575
		RSU(4)		5/3/2019		5/3/2019		—		—		—		61,760		1,278,432
		RSU(4)		12/12/2019		12/6/2019		—		—		—		870,322		9,060,052
Brian Kinion		Cash		—		—		1		145,600		218,400		—		—
Stephane Kasriel		Cash		—		—		1		360,000		540,000		—		—
Han-Shen Yuan		Cash		—		—		1		144,900		217,3500		—		—
		RSU(4)		2/11/2019		2/11/2019		—		—		—		31,023		681,575

				Option Awards								Stock Awards
				Number of Securities Underlying Unexercised Options (#)				Option Exercise		Option Expiration		Number of Shares or Units of Stock That Have Not		Market Value of Shares or Units of Stock That Have
Name		Grant Date(1)		Exercisable		Unexercisable		Price ($)		Date		Vested (#)		Not Vested ($)(2)
Hayden Brown		12/15/2011	(3)	2,375		—		$1.52		12/14/2021		—		—
		4/07/2014	(3)	120,597		—		$2.76		4/06/2024		—		—
		9/25/2014	(3)	20,965		—		$3.04		7/24/2023		—		—
		12/19/2014	(3)	15,642		—		$3.67		12/18/2024		—		—
		4/23/2015	(4)	78,114		—		$3.58		4/22/2025		—		—
		12/23/2015	(5)	23,334		21,667		$3.03		12/22/2025		—		—
		9/26/2017	(6)	202,082		377,038		$3.68		9/25/2027		—		—
		2/11/2019	(7)	—		—		—		—		31,023		331,015
		5/3/2019	(8)	—		—		—		—		50,180		535,421
		12/12/2019	(9)	—		—		—		—		870,322		9,286,336
Brian Kinion		10/30/2017	(10)	520,000		680,000		$3.68		10/29/2027		—		—
Stephane Kasriel		4/07/2014	(3)	73,779		—		$2.76		4/06/2024		—		—
		9/25/2014	(3)	18,450		—		$3.04		10/30/2023		—		—
		9/25/2014	(3)	277,289		—		$3.04		6/24/2022		—		—
		4/23/2015	(11)	2,865,636		204,688		$3.58		4/22/2025		—		—
		4/20/2016	(12)	733,333		266,667		$3.23		4/19/2026		—		—
Han-Shen Yuan		9/21/2015	(13)	22,500		45,002		$3.18		9/20/2025		—		—
		9/26/2017	(14)	100,773		292,145		$3.68		9/25/2027		—		—
		2/11/2019	(15)	—		—		—		—		31,023		331,015

		Option Awards				Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Hayden Brown		18,750		234,204		11,580		157,063
Brian Kinion		—		—		—		—
Stephane Kasriel		836,386		9,685,557		—		—
Han-Shen Yuan		520,753		6,080,504		—		—

		Qualifying Termination – No Change in Control								Qualifying Termination – Change in Control
Name		Cash Severance ($)(1)		Continuation of Medical Benefits ($)		Value of Accelerated Vesting ($)(2)		Total ($)		Cash Severance ($)(1)		Bonus Payment ($)(3)		Continuation of Medical Benefits ($)		Value of Accelerated Vesting ($)(2)		Total ($)
Hayden Brown(4)		231,125		15,545		—		2446,670		462,250		209,569		31,091		13,062,522		13,765,432
Brian Kinion		182,000		16,821		—		198,821		364,000		145,600		33,641		4,753,200		5,296,441
Stephane Kasriel(5)		480,000		33,641		1,717,620		2,231,261		720,000		360,000		50,462		3,435,240		4,565,702
Han-Shen Yuan		181,125		3,641		—		184,766		362,250		144,900		7,282		2,710,174		3,224,606

Plan category		Number of securities to be issued upon exercise of outstanding securities (#)			Weighted-average exercise price per share of outstanding options ($)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
		(a)			(b)				(c)
Equity compensation plans approved by security holders		17,643,761	(1)		$	3.61	(2)		18,086,772	(3)
Equity compensation plans not approved by security holders		—				N/A			—
Total		17,643,761			$	3.61			18,086,772

	By Order of the Board of Directors
	Hayden Brown
	President and Chief Executive Officer