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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
(Amendment No.  )
Filed by the Registrant ☒
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))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
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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 all boxes that apply):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.



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To Our Fellow Stockholders,
Upwork—the world’s work marketplace—and the broad range of businesses and professionals we serve experienced tremendous growth and evolution in 2022. Through the waning phases of the COVID-19 pandemic, the violent outbreak of the ongoing war in Ukraine, and countless other threats to business continuity and stability of the global economy, we’ve remained steadfastly committed to reshaping how, where, and with whom the world works. That momentous progress led to full-year 2022 Gross Services Volume (GSV) of $4.1 billion (16% year-over-year growth) and revenue of $618 million (23% year-over-year growth).
Commitment to Innovation
In 2022, we embarked on several key innovation initiatives that supercharged the more than $3.8 billion of work that took place on our platform over the course of the year. Among them was development and testing of our new end-to-end solution that makes full-time work arrangements an option for all our customers for the first time. This solution brings to bear the expertise, experience, and technology that we’ve been honing over time to help clients easily and quickly find, vet, hire, onboard, and pay talent from over 165 countries across more than 10,000 skills who are interested in full-time opportunities. That vetting process also allows both talent and clients to “try out” a contract-to-hire working relationship before they commit to a full-time engagement.
We also added to our already robust Enterprise Suite by releasing talent performance and user activity reports alongside multi-approver, team-based approvals that support large-scale and complex workflows endemic to our largest clients. For shorter-term work engagements, we improved Project Catalog with Consultations (paid sessions designed to share expertise or outline the scope of a project), Project Tiers, and Catalog On Demand.
And finally, to drive awareness of our innovative offering, we originated the accolade-winning “This Is How We Work Now” brand campaign that launched in the third quarter of 2022 and is carrying us well into 2023.
Commitment to Diversity, Inclusion, and Belonging
At Upwork, we believe in the maxim that “while talent is equally distributed, opportunity is not.” Helping organizations to build remote-first global teams is an integral part of our business model, and it is also the blueprint for how to build more diverse, inclusive, resilient workforces.
Our own hybrid workforce consists of roughly 70% independent talent located across more than 90 countries and over 700 cities around the world and reflects a multitude of backgrounds and cultures. Accordingly, we treat our diversity, inclusion, and belonging (DIBs) initiatives as top business priorities, as our team members deserve to be part of an Upwork culture and community that values, includes, and celebrates them. We are exceptionally proud that Upwork was again recognized for this commitment in this year’s Bloomberg Gender-Equality Index.

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Our eight Upwork Belonging Communities (UBCs) create spaces for team members who identify as LGBTQ+, Black, Hispanic/Latino/a/x/e, Pan-Asian, veterans, women, caregivers, and/or neurodiverse. We also founded UPstanders in 2022, a program open to all employees and hybrid team members offering workshops to build inclusive practices, master authenticity, and disrupt bias throughout the organization and our operations.
We’ve further focused on creating internal communities and growth and development opportunities for our team members of color, including GlowUp, for leaders of color; RiseUp, an internal sponsorship program; and Our Place, for senior Black women leaders. We've also partnered externally with McKinsey for their Management Accelerator and Leadership Essentials programs as well as with Korn Ferry-facilitated Leadership U to further support and accelerate the careers of historically underrepresented groups. And, we remain committed to diverse hiring practices by implementing a DIBs Health Scorecard and other mechanisms to better understand the diversity of our talent pipeline.
Commitment to Global Community and Disaster Response
Amid geopolitical unrest, specifically during the ongoing devastating war in Ukraine, we are proud of how our company supported our team members in the impacted region, ensured customers had information and support to navigate this crisis, and showed up in a way that is consistent with our values.
We are particularly grateful to our Enterprise clients and partners who have participated in our Opportunity Unlimited program to hire professionals displaced by this war and help talent impacted by future conflicts get connected to the resources they need to work from wherever they find themselves. In 2022, nearly 80,000 professionals working on Upwork who are currently based in Ukraine or who were forced to relocate to other locales due to the war have collectively earned more than $200 million on our platform. We are committed to serving our global community of customers and providing access to opportunities and livelihoods not just in good times, but especially through unprecedented hardship.
Commitment to Environmental Sustainability
In 2022, we solidified our role as a sustainability leader by reducing our Scope 1 and 2 emissions to only 15 metric tons of CO2e, maintaining our carbon-neutral operations, and expanding our Scope 3 analysis to include emissions from remote work, which we view as imperative given our remote-first workforce model. This allows us to set strategies to reduce and offset emissions from our team members’ remote work and support a more sustainable future of work.
We also continued to report in alignment with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) and submit our emissions data to CDP, earning a B score for 2022, which places Upwork in the top quartile of companies in our industry.
Commitment to Responsible Growth and Creating Economic Opportunity
Our longtime mission has been to create economic opportunities so people have better lives, and, as we reiterated throughout 2022, our corporate strategy is to innovate, evangelize, and scale the world’s work marketplace to be able to offer those opportunities even more widely across the globe. Workforce and product innovation along with bringing even more jobs from globally recognized enterprise brands to the platform are key drivers of that opportunity creation. In parallel, we understand that growth and continued evolution must be steeped in scalability, corporate social responsibility, sustainability, and accountability toward our stated near-term and longer-term profitability targets. I would like to thank our Board of Directors for being incredible partners and a strategic asset to our company and our stockholders. The Board has been deeply engaged in oversight and working with me and the management team to navigate risks and opportunities, charting the future direction of our company.
Thank you for your continued support of our mission, strategy, global community, and business.
Sincerely,
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Hayden Brown
President & Chief Executive Officer

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April 28, 2023
To Our Stockholders:
You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Upwork Inc., which we refer to as the Annual Meeting. The meeting will be held exclusively online via live webcast on Friday, June 9, 2023, at 8:00 a.m. Pacific Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/UPWK2023, where you will be able to listen to the meeting live, submit questions, and vote online. We believe the virtual format makes it easier for stockholders to attend and participate fully and equally in the Annual Meeting. This approach also lowers costs, enables participation from our global community, and aligns with our broader sustainability goals.
The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the notice, Proxy Statement, and annual report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper copy of the materials, by mail.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by internet, by telephone, or if you received a paper copy of the meeting materials by mail, by completing and returning the enclosed proxy card or voting instruction form in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the meeting. Returning the proxy does not affect your right to attend and to vote your shares at the Annual Meeting.
Sincerely,
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Thomas Layton
Chairperson of the Board of Directors
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON FRIDAY, JUNE 9, 2023: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT
www.proxyvote.com

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Forward-Looking Statements
This Proxy Statement for the Annual Meeting, which we refer to as this Proxy Statement, includes forward-looking statements. All statements contained in this Proxy Statement, other than statements of historical fact, are forward-looking statements. These statements are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance or events and are subject to risks, assumptions, estimates, and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and our subsequently filed Quarterly Reports on Form 10-Q.

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Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. References to our website in this Proxy Statement are not intended to function as hyperlinks, and the information contained on our website is not intended to be incorporated into this Proxy Statement. In this Proxy Statement, we refer to Upwork Inc. as “Upwork,” the “Company,” “we,” “us,” or “our.”
Proposals to Be Voted On and Board Voting Recommendations
Proposal
Board
Recommendation
Page
1
Election of two Class II directors named in this Proxy Statement
1a. Leela Srinivasan
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1b. Gary Steele
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2
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023
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3
Non-binding advisory vote on named executive officer compensation, which we refer to as Say-on-Pay
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4
Approval of Restated Certificate of Incorporation to reflect recently adopted Delaware law provisions regarding officer exculpation and to make certain other technical and administrative changes, each as reflected in the Restated Certificate of Incorporation and described in the Proxy Statement
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Key 2022 Business Highlights
Our mission is to create economic opportunities so people have better lives. We operate the world’s largest work marketplace that connects businesses with independent talent from across the globe, as measured by gross services volume, which we refer to as GSV.1
In 2022, we generated strong operational and financial results while advancing valuable strategic initiatives. Key business highlights include:
Performance Highlights
Growing Our Work Marketplace
GSV grew to $4.1 billion, a 16% year-over-year increase
Generating Strong Growth
Generated more than $618 million of revenue, a 23% year-over-year increase
Expanding Our Active
Client Base(1)
Expanded the number of active clients by 6% year-over-year to approximately 814,000(2) while increasing GSV per active client 10% year-over-year to $5,045 in the fourth quarter of 2022
(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.
1
“GSV” represents the total amount that clients spend on both our marketplace offerings and our managed services offering as well as additional fees we charge to talent for other services. For additional information related to how we calculate GSV, see page 49 of our Annual Report on Form 10-K for the year ended December 31, 2022. Independent talent on our work marketplace, which we refer to as talent, includes independent professionals and agencies of varying sizes, and is an increasingly sought-after, critical, and expanding segment of the global workforce. We define clients as users that work with talent through our work marketplace, and we refer to clients and talent together as users.
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(2)
As of December 31, 2022.
Strategic Highlights
Launching a New Generation of Leadership
Continued to invest in the top talent necessary to drive our long-term success
Innovating the Work Marketplace
Developed an end-to-end solution that makes full-time hiring easily available to all clients

Launched Project Catalog Consultations and Project Tiers, Contract Workroom, MyStats, a Rate Calculator, enhancements to our Enterprise Suite, and paid promotional products such as Availability Badges and Boosted Proposals

Announced a partnership with Credly, a leading digital credential platform, to expand the number and breadth of certifications that can be verified on Upwork
Evangelizing the Work Marketplace
Increased our investment in brand marketing, underscoring our conviction that this is a moment in time in which we can influence users meaningfully. In 2023, we plan to reduce our investment in brand marketing given our efforts to become more efficient in the current macroeconomic environment

Launched our new campaign, “This Is How We Work Now,” with the goal of helping companies realize that “whom” you work with is a much more powerful work transformation than “where” work gets done

Also launched Upwork Academy to help improve and diversify the skill set of talent on the platform and announced Opportunity Unlimited to connect professionals displaced from Ukraine with remote work opportunities
Scaling the Work Marketplace
Increased the number of clients spending $1 million or more on our work marketplace by 45% compared to 2021

By doing this, we are establishing a strong foundation on which to capture the long-term value opportunity of enterprise sales and will continue to invest wisely and strategically to capitalize on that opportunity
We monitor GSV as a key financial and operational metric to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. GSV is an important metric because it represents the amount of business transacted through our work marketplace. Moreover, we believe revenue is the primary measure of the performance of our business, as it provides comparability against competitors and is aligned to our strategic focus on growth objectives.
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Stockholder Engagement
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Source: Capital IQ; representing percentage of outstanding shares as of January 17, 2023, based on the latest ownership filings.
Our board of directors and executive management team value feedback from our stockholders. In addition to our normal-course investor relations activities, we regularly engage with our stockholders on topics including our strategy, the composition of the board of directors, corporate governance, and environmental, social, and governance, which we refer to as ESG, practices. In response to the decline in support for our Say-on-Pay vote at our 2022 annual meeting of stockholders, our board of directors and management team led a dedicated effort in the second half of 2022 to engage with our largest stockholders to discuss topics related to our executive compensation program in addition to our regular engagement topics.
We contacted stockholders representing approximately 43% of our shares outstanding and engaged in discussions with stockholders representing approximately 23% of our shares outstanding. Members of our board of directors, including the chairs of the compensation committee and the audit, risk and compliance committee, which we refer to as our audit committee, and management team participated in these engagements and used feedback heard from stockholders as a key input in deliberations on our strategy, governance, executive compensation, risk management, and ESG priorities. Key themes from our engagement with stockholders and the actions our board of directors took in response include:
Key Themes
What We Heard from Stockholders
What We Did in Response
Executive Compensation
• Stockholders were broadly supportive of the increase in the percentage allocation of performance stock unit, which we refer to as PSU, awards in our long-term
incentive program
• Stockholders expressed varying views on the CEO Performance Award2 granted in
2021
• Notably, most stockholders appreciated the CEO Performance Award’s rationale and the rigorous metrics underlying it. No stockholders requested that we revise or
modify the CEO Performance Award
• Some stockholders who voted against our Say-on-Pay proposal in 2022 cited the CEO Performance Award as the primary reason for their opposition
✔ The compensation committee determined that the target number of PSUs that comprise our Named Executive Officers’ long-term incentive opportunity should represent at least half of their total long-term incentive
opportunity
✔ As a result, we increased the percentage allocation of PSUs in our long-term incentive program for our Chief Sales Officer to 50% for 2023, up from 40% in 2022. We maintained the allocation at
60% for our CEO
✔ The compensation committee expressed that it does not expect to make awards similar to the CEO Performance Award a regular feature of our executive compensation program
2
We define the CEO Performance Award as the performance-based option award granted to Ms. Brown in January 2021.
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Key Themes
What We Heard from Stockholders
What We Did in Response
ESG and
Sustainability
• Stockholders were enthusiastic about the progress to date, including our use of the IFRS Foundation’s Professional & Commercial Services and Software & IT Services industry standards (formerly known as SASB) and Task Force on Climate-related Financial Disclosures (TCFD) recommendations and our
disclosure of EEO-1 data
• Stockholders complimented the strong disclosure in our annual Impact Report and proxy statement
✔ We have decreased Scope 1 and 2 emissions to nearly zero and are currently evaluating the feasibility of developing SBTi-aligned Scope 3
emissions reduction targets
✔ We continued to publish detailed information on ESG initiatives and efforts, and published another annual Impact Report in April 2023
Board and
Corporate
Governance
• Stockholders generally understood the board of directors’ position on maintaining its classified structure at this time but would like us to continue to assess the feasibility of
transitioning to annual voting for all directors
• Stockholders also noted they would like us to remove the supermajority voting requirement for charter and bylaw amendments
✔ We have continued to assess governance structures in the context of our business strategy, performance, tenure as a public company, and market practices
Our Impact Priorities
Our mission is to create economic opportunities so people have better lives. We seek to do what is right for our business, stakeholders, and planet. Our ESG key focus areas include the following five priorities where we believe we have the greatest potential to drive positive impact:
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Economic
Opportunity
• Enable talent to have control over when, where, and with whom they work
• Empower talent on Upwork to upskill, effectively market their skills, and build successful freelance careers
• Close the global opportunity gap by supporting those who face a biased playing field, systemic discrimination, and limited career development opportunities
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Workforce
Innovation and
Wellbeing
• Support the health, safety, and wellbeing of our team members
• Build a culture of engagement, belonging, and high performance in Upwork's remote-first environment
• Embed independent talent and flexibility into our working model
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Diversity,
Inclusion, and
Belonging
(DIBs)
• Put dignity, purpose, community, and fairness at the center of every working moment
• Build a diverse and inclusive workforce to strengthen our team and serve as a model for our users
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Environmental Sustainability
• Meet our commitment to carbon neutrality
• Decrease our Scope 1, 2, and 3 emissions
• Enable our users to reduce their footprint through use of our work marketplace
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Business Integrity and Supplier Engagement
• Uphold strong governance practices to ensure team members act ethically
• Hold clients and talent accountable to one another
• Work with suppliers that meet the needs of our business, support our supplier diversity goals, and align with our mission
For more information on our ESG programs and performance, see our 2022 Impact Report, published in April 2023, which is available on our ESG Reports Hub on our website at upwork.com/about/our-impact/reports-hub. The information contained in our 2022 Impact Report is not intended to be incorporated into this Proxy Statement.
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Executive Compensation Philosophy
Our executive compensation philosophy is to provide a competitive compensation program that attracts and retains talented executives, including our Named Executive Officers, whom we identify in the “Compensation Discussion and Analysis” section below, and to motivate and reward them to meet or exceed our short-term and long-term strategic objectives while simultaneously creating sustainable long-term value for our stockholders. We strive to create an executive compensation program that is competitive, rewards achievement of our strategic objectives, and aligns our executives’ interests with those of our stockholders.
Executive Compensation Overview
Core Elements of 2022 Executive Compensation
Compensation Elements
Key Components
Objective and Alignment to Strategy
Base Salary
• Fixed cash
• Attract and retain top talent through market-competitive salary levels that are commensurate with the executive’s role and responsibility
Annual Bonus
• Variable payout based on performance against pre-established targets
• Incentivize achievement of annual business objectives and reward short-term performance
• Compensation Program Revenue (as defined below) performance metric aligns compensation with strategic growth
Long-Term Equity Incentives
• Time-based restricted stock unit, which we refer to as RSU, awards, which vest over a four-year period
• PSU awards, which are subject to both performance-based and time-based vesting requirements
• Align the interests of executives with stockholders
• Motivate long-term sustainable value creation
• Promote retention of top talent
• Incentivize achievement of annual business objectives and reward long-term performance
• Compensation Program Revenue performance metric aligns compensation with strategic growth
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Corporate Governance Practices
We are committed to effective corporate governance that promotes the long-term interests of our stockholders and strengthens the accountability of our board of directors and management. As we continue to mature as a public company, we are committed to evolving our corporate governance practices in line with our growth. Our board of directors takes a thoughtful approach to our governance structure, regularly assessing a range of factors, including regular stockholder input and feedback. Our board of directors carefully considers each of our corporate governance practices to ensure they are aligned with our state of maturity as a company and the best interests of our stockholders. Key elements include the following:
Board Diversity
We strive to maintain a diverse board of directors and ensure diversity is a factor when identifying potential new directors; four of our eight directors are women, and three directors self-identify as a member of an underrepresented minority or the LGBTQ+ community3
Independent Board Oversight
Seven of our eight directors are independent, including our chairperson
Proxy Access
We provide a method for stockholders to place their nominees for director on our proxy ballot
Majority Voting for Directors
We have adopted majority voting in uncontested elections of directors
Stock Ownership Guidelines
Our Executive and Board Stock Ownership Guidelines, which we refer to as the Stock Ownership Guidelines, establish stock ownership requirements, including 5x base salary for our Chief Executive Officer
Annual Board Evaluation
Our board of directors and the committees of our board of directors conduct self-evaluations at least annually to assess performance
Board Oversight of ESG
Our nominating and governance committee oversees our corporate responsibility and sustainability programs, including ESG
Clawback Policy
We have adopted a clawback policy for our executive officers that provides for recoupment of incentive-based compensation in the event we adjust or restate our financial statements and intend to amend the policy as necessary to comply with forthcoming Nasdaq requirements
Board Composition
Our board of directors conducts an annual self-evaluation process, which is used, in part, to assess the current composition of the board of directors and its committees relative to the evolving needs of the business. This exercise is conducted with the goal of ensuring we have developed and maintain a diverse, experienced, and highly qualified board of directors that is representative of our key stakeholders and well positioned to oversee corporate strategy and culture. As part of the evaluation and refreshment process, our board of directors has added two new independent directors since our initial public offering in 2018: Leela Srinivasan and Anilu Vazquez-Ubarri, in addition to Ms. Brown, who joined our board of directors when she became our President and Chief Executive Officer.
3
As defined in The Nasdaq Stock Market LLC, which we refer to as Nasdaq, listing standards.
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The charts below provide information regarding the tenure and age distribution of our board of directors (as of March 31, 2023).
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We are committed to creating a diverse and inclusive culture, which starts at the top with our board of directors. Four of our eight directors are women, two directors self-identify as being racially or ethnically diverse, and one director self-identifies as LGBTQ+. All of our directors bring unique experiences and backgrounds to Upwork.
Key Expertise, Experience, and Attributes
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CEO and Management Experience

8/8 Directors
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Corporate
Sustainability
and ESG

5/8 Directors
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Cybersecurity

4/8 Directors
 
 
 
 
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Finance

7/8 Directors
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Human Capital Management

8/8 Directors
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International Business

8/8 Directors
 
 
 
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Marketing and Product

6/8 Directors
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Operations

8/8 Directors
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Other Public Company Board Experience

6/8 Directors
 
 
 
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Risk Management

5/8 Directors
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Strategic Planning

8/8 Directors
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Technology and Product Development

8/8 Directors
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Notice of Annual Meeting of Stockholders
Friday, June 9, 2023
8:00 a.m. Pacific Time
Online at www.virtualshareholdermeeting.com/UPWK2023.
There is no physical location for the Annual Meeting.
Items of Business
1.
Elect the two Class II directors named in the accompanying Proxy Statement, each to serve a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.
2.
Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023.
3.
Approve, on a non-binding advisory basis, the compensation paid by us to our Named Executive Officers as disclosed in this Proxy Statement.
4.
Approve a restated certificate of incorporation, which we refer to as the Restated Certificate of Incorporation, in order to reflect recently adopted Delaware law provisions regarding officer exculpation and to make certain other technical and administrative changes, each as reflected in the Restated Certificate of Incorporation and described in the Proxy Statement.
5.
Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
Record Date
April 10, 2023, which we refer to as the Record Date.
Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournments thereof.
Participation in Annual Meeting
We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/UPWK2023. Please see “Important Information About the Annual Meeting” for additional information.
The Annual Meeting will begin promptly at 8:00 a.m. Pacific Time. The virtual meeting room will open at 7:45 a.m. Pacific Time for registration.
Voting
Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting. For specific instructions on how to vote your shares, please see “Frequently Asked Questions–Voting Information” beginning on page 90 of this Proxy Statement.
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Internet
Visit the website on your proxy card
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By Telephone
1-800-690-6903
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By Mail
Mark, sign, date, and return your proxy card in the enclosed envelope
This notice of the Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 28, 2023.
Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the internet or by telephone or to request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.
 
By Order of the Board of Directors,
 
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Brian Levey
Corporate Secretary
San Francisco, California
April 28, 2023
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Important Information About the Annual Meeting
Our Annual Meeting will be conducted online only, via live webcast. Stockholders will be able to access the meeting live by visiting www.virtualshareholdermeeting.com/UPWK2023.
We have conducted efficient and effective virtual meetings since 2019. We intend to continue to ensure that our stockholders are afforded the same rights and opportunities to participate virtually as they would at an in-person meeting. We believe the virtual format makes it easier for stockholders to attend and participate fully and equally in the Annual Meeting. Our virtual meeting format helps us engage with all stockholders regardless of size, resources, or physical location, saves us and stockholders time and money, and reduces our environmental impact.
Participating in the Annual Meeting
Instructions on how to attend the Annual Meeting are posted at www.virtualshareholdermeeting.com/UPWK2023.
You may log in to the meeting platform beginning at 7:45 a.m. Pacific Time on June 9, 2023. The meeting will begin promptly at 8:00 a.m. Pacific Time.
You will need the 16-digit control number provided in your proxy materials to attend the Annual Meeting at www.virtualshareholdermeeting.com/UPWK2023.
Stockholders of record and beneficial owners as of the Record Date may vote their shares electronically during the Annual Meeting.
If you encounter any difficulties accessing or asking questions during the Annual Meeting, a support line will be available on the login page of the virtual meeting website.
Additional Information About the Annual Meeting
Stockholders may submit questions during the live meeting at www.virtualshareholdermeeting.com/UPWK2023.
During the meeting’s live Q&A session, we will answer questions as time permits.
Our rules of conduct and procedure for the meeting generally provide that we limit each stockholder to one question so that we can answer questions from as many stockholders as possible. Questions should be succinct and cover only one topic per question. Questions from multiple stockholders on the same topic or that are otherwise related may be grouped and answered together. In addition, questions may be edited for brevity and grammatical corrections.
We do not intend to address any questions that are, among other things: irrelevant to our business or to the business of the Annual Meeting; related to nonpublic information about our company; related to personal matters or grievances; derogatory or otherwise not in good taste; in substance, repetitious or already made by other persons; in furtherance of the stockholder’s personal or business interests; related to pending or threatened litigation; or out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the chairperson of the Annual Meeting or our Corporate Secretary in their sole judgment.
If there are matters of individual concern to a stockholder (rather than of general concern to all stockholders), or if we are not able to answer all the questions posed, stockholders may contact us separately after the meeting through our Investor Relations department by email at investor@upwork.com.
A webcast replay of the Annual Meeting, including the Q&A session, will be available for 90 days following the Annual Meeting in the “Investor Relations” section of our website, which is located at investors.upwork.com.
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Board of Directors and Committees of the Board of Directors; Corporate Governance Standards and Director Independence
We are strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders.
Corporate and Compensation Governance Highlights
Board Diversity
We strive to maintain a diverse board of directors and ensure diversity is a factor taken into account when identifying potential new directors. Four of our eight directors are women, and three directors self-identify as a member of an underrepresented minority or the LGBTQ+ community4
Independent Board Oversight
Seven of our eight directors are “independent” as defined by Nasdaq and the Securities and Exchange Commission, which we refer to as the SEC, and we have an independent director serving as our chairperson
Proxy Access
Our amended and restated bylaws provide a method for stockholders to place their nominees for director on our proxy ballot
Majority Voting for Directors
We have adopted majority voting in uncontested elections of directors
Stock Ownership Guidelines
Our Stock Ownership Guidelines establish the level of stock ownership and holding requirements expected of our directors and executive officers, including 5x base salary for our Chief Executive Officer
Annual Board Evaluation
Our board of directors and the committees of our board of directors conduct self-evaluations at least annually to assess performance
Annual Compensation Evaluation
With the help of an independent compensation consultant, our compensation committee conducts annual reviews of the compensation of all our executive officers
Corporate Responsibility
Our nominating and governance committee is responsible for reviewing and assessing our performance and procedures relating to corporate responsibility and sustainability, including ESG matters
ESG Management
Our ESG Program Office, which comprises our ESG Senior Program Manager and other members of our legal department and is focused on engaging key stakeholders and strengthening our ESG performance, is responsible for reporting to the nominating and governance committee at least biannually. Our ESG Program Office is supported by our ESG Task Force, which is a management-level committee of senior leaders and subject matter experts from various departments responsible for developing and implementing ESG programs
Compensation Risk Oversight
Our compensation committee, on at least an annual basis, evaluates our compensation programs to ensure that they do not encourage our employees, including our executive officers, to take inappropriate or excessive risk
Clawback Policy
We have adopted a clawback policy for our executive officers that provides for recoupment of incentive-based compensation in the event we adjust or restate our financial statements and intend to amend the policy as necessary to comply with forthcoming Nasdaq requirements
4
As defined in the Nasdaq listing standards.
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Corporate Governance Guidelines
Our board of directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for the governance of our company. Our Corporate Governance Guidelines are available in the “Investor Relations” section of our website, which is located at investors.upwork.com, by clicking “Documents & Charters” in the “Governance” section of our website. Our nominating and governance committee reviews the Corporate Governance Guidelines annually, and changes are recommended to our board of directors as warranted.
Board Leadership Structure
Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the nominating and governance committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as appropriate. Our board of directors believes it is important to have flexibility in selecting the chairperson of the board of directors and our board leadership structure. Any changes to the leadership structure of our board of directors, if made, will be promptly disclosed in the “Investor Relations” section of our website and will be reflected in our proxy materials for the next annual meeting of stockholders. In making leadership structure determinations, the board of directors considers many factors, including the specific needs of the business and what is in the best interests of our stockholders. Our board of directors, in its sole discretion, may seek input from our stockholders on the leadership structure of the board of directors.
Currently, the positions of chairperson and chief executive officer are held by different individuals. Thomas Layton is the chairperson of our board of directors. Mr. Layton has served as a member of our board of directors and chairperson since our inception. Our board of directors believes that Mr. Layton’s historical knowledge, operational expertise, and extensive leadership experience, including serving as the chairperson of our board of directors since our inception, make him well qualified to serve as chairperson of our board of directors.
Our Corporate Governance Guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, the independent directors may designate a “lead independent director.” In cases in which the chairperson and chief executive officer are the same person and a lead independent director has been designated, the chairperson schedules and sets the agenda for meetings of our board of directors in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings. The responsibilities of the lead independent director include: calling meetings of the independent directors; presiding at executive sessions of independent directors; serving as principal liaison between the chairperson and the independent directors; disseminating information to the rest of our board of directors; being available under appropriate circumstances for communication with stockholders; providing leadership to the board of directors if circumstances arise in which the role of chief executive officer and chairperson may be, or may be perceived to be, in conflict, and performing such other functions and responsibilities as requested by our board of directors from time to time. Mr. Layton is an independent director, and accordingly, our board of directors has not designated a lead independent director.
Our Board of Directors’ Role in Risk Oversight
Our board of directors, as a whole, has responsibility for risk oversight, although the committees of our board of directors oversee and review risk areas that are particularly relevant to them. The risk oversight responsibility of our board of directors and its committees is supported by our management reporting processes, which are designed to provide visibility to our board of directors and to our personnel who are responsible for risk assessment and information about the identification, assessment, and management of critical risks and management’s risk-mitigation strategies. Our board of directors and its committees engage, as appropriate, external advisors and experts to assist in anticipating future threats and trends and assessing our risk environment. Areas of focus include, among others, competitive, economic, operational, financial
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(accounting, credit, investment, liquidity, and tax), legal, regulatory, cybersecurity, privacy, compliance, and reputational risks. Our board of directors reviews strategic and operational risk in the context of memorandums distributed prior to, and discussions, question-and-answer sessions, and reports from the management team at, each regular board meeting; receives reports on all significant committee activities at each regular board meeting; and evaluates the risks inherent in significant transactions. Risk mitigation efforts are then reported by management to the audit committee or board of directors throughout the year. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management.
Each committee of our board of directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus.
Audit, Risk and Compliance Committee
Compensation Committee
Nominating and Governance
Committee
• Reviews our major financial and other risk exposures, our internal control over financial reporting, our disclosure controls and procedures, and our legal and regulatory compliance and, among other things, discusses with management and our independent auditor guidelines and policies with respect to risk assessment and risk
management
• Reviews matters relating to cybersecurity and data privacy and security and reports to our board of directors regarding such matters
• Evaluates our major compensation-related risk exposures and the steps management has taken to monitor or mitigate such exposures
• Assesses risks relating to our corporate governance practices, reviews and assesses our performance, risks, controls, and procedures relating to corporate responsibility and sustainability, including ESG, reviews the independence of our board of directors, and reviews and discusses our board of directors’ leadership structure and role in risk oversight
We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.
Cybersecurity Risk Oversight
Securing the information of our users, team members, vendors, and other third parties is important to us. We have adopted physical, technological, and administrative controls on data security and have a defined procedure for data incident detection, containment, response, and remediation. While everyone at our company plays a part in managing these risks, oversight responsibility is shared by our board of directors, our audit committee, and management.
Our Chief Information Security Officer provides regular cybersecurity updates in the form of written reports and presentations to our audit committee at quarterly meetings and to the full board of directors annually. Our audit committee regularly reviews metrics about cyber threat response preparedness, program maturity milestones, risk mitigation status, and the current and emerging threat landscape. Additionally, we leverage the National Institute of Standards and Technology security framework to drive strategic direction and maturity improvement and engage third-party security experts for risk assessments and program enhancements. We are ISO certified in Information Security Management Systems, an internationally recognized certification that is independently audited by a third party.
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Majority Voting Standard for Director Elections and Director Resignation Policy
Our amended and restated bylaws provide for a majority voting standard for uncontested elections of directors and require that stockholder director nominations include a written statement as to whether the nominee intends to tender an irrevocable resignation upon such nominee’s election or re-election. The majority voting standard provides that, in uncontested director elections, a director nominee will be elected only if the number of votes cast “FOR” the nominee exceeds the number of votes cast “AGAINST” the nominee. In addition, our Corporate Governance Guidelines require each incumbent nominee to submit an irrevocable contingent resignation letter prior to the annual meeting of stockholders in which such election is to take place. This addresses the “holdover” director situation under the Delaware General Corporation Law, which we refer to as the DGCL, pursuant to which a director remains on the board of directors until such director’s successor is elected and qualified. Such resignation becomes effective only upon (i) such nominee’s failure to receive the requisite number of votes for re-election at any future meeting at which such person would face re-election and (ii) our board of directors’ acceptance of such resignation. If the nominee does not receive the requisite number of votes for re-election, our nominating and governance committee will make a recommendation to our board of directors as to whether to accept or reject the resignation, or whether other action should be taken. Our board of directors will act on the nominating and governance committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.
Independence of Directors
The listing rules of Nasdaq generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent.
In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.
Our board of directors conducts an annual review of the independence of our directors. In its most recent review, our board of directors determined that Thomas Layton, Gregory C. Gretsch, Kevin Harvey, Elizabeth Nelson, Leela Srinivasan, Gary Steele, and Anilu Vazquez-Ubarri, representing seven of our eight directors, are “independent directors,” as defined under the applicable listing standards of Nasdaq and the applicable rules and regulations promulgated by the SEC. Our board of directors has also determined that all members of our audit committee, compensation committee, and nominating and governance committee are independent and satisfy the relevant Nasdaq and SEC independence requirements for such committees.
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Committees of Our Board of Directors
Our board of directors has established an audit committee, a compensation committee, and a nominating and governance committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available in the “Investor Relations” section of our website, which is located at investors.upwork.com, by clicking on “Documents & Charters” in the “Governance” section of our website.
Director
Independent
Audit, Risk and
Compliance Committee
Compensation
Committee
Nominating and
Governance Committee
Gregory C. Gretsch graphic
Yes
graphic
graphic
Kevin Harvey
Yes
graphic
Thomas Layton
Yes
graphic
Elizabeth Nelson graphic
Yes
graphic
graphic
Leela Srinivasan
Yes
graphic
Gary Steele
Yes
graphic
Anilu Vazquez-Ubarri
Yes
graphic
graphic  Chair
graphic  Member
graphic  Financial Expert
Audit, Risk and Compliance Committee
Our audit committee is composed of Ms. Nelson, who is the chairperson of the committee, Mr. Gretsch, and Ms. Srinivasan. Each member of our audit committee is independent under the current Nasdaq listing standards and SEC rules and regulations. Each member of our audit committee is financially literate as required by the current Nasdaq listing standards. In addition, our board of directors has determined that Ms. Nelson and Mr. Gretsch both satisfy the requirements for an “audit committee financial expert” as defined in SEC rules and regulations. This designation does not impose any duties, obligations, or liabilities that are greater than those generally imposed on members of our audit committee and our board of directors. Our audit committee is responsible for, among other things:
selecting a firm to serve as the independent registered public accounting firm to audit our financial statements;
reviewing the independence of the independent registered public accounting firm;
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;
establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;
considering the adequacy of our internal controls, our internal audit function, and our cybersecurity, data privacy, and other information technology controls and procedures;
reviewing material related party transactions, including those that require disclosure;
reviewing legal, regulatory, financial, technology, payment, and enterprise risk exposures and compliance and the steps management has taken to monitor and control such exposures and compliance; and
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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Compensation Committee
Our compensation committee is composed of Mr. Gretsch, who is the chairperson of the committee, Mr. Steele, and Ms. Vazquez-Ubarri. The composition of our compensation committee meets the requirements for independence under current Nasdaq listing standards and SEC rules and regulations. Each member of this committee is a non-employee director, as defined in SEC rules and regulations. Our compensation committee is responsible for, among other things:
reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;
reviewing succession plans for our Chief Executive Officer;
reviewing and recommending to our board of directors the compensation of our non-employee directors;
administering our stock and equity incentive plans; and
establishing our overall compensation philosophy.
Nominating and Governance Committee
Our nominating and governance committee is composed of Mr. Layton, who is the chairperson of the committee, Mr. Harvey, and Ms. Nelson. The composition of our nominating and governance committee meets the requirements for independence under current Nasdaq listing standards. Our nominating and governance committee is responsible for, among other things:
identifying and recommending candidates for membership on our board of directors;
recommending directors to serve on board committees;
reviewing and recommending to our board of directors any changes to our corporate governance principles;
reviewing proposed waivers of our Code of Business Conduct and Ethics for directors and officers;
overseeing the process of evaluating the performance of our board of directors;
advising our board of directors on corporate governance matters; and
developing and overseeing programs related to corporate responsibility and sustainability and ESG matters, including reviewing and assessing our performance, risks, controls, and procedures relating to corporate responsibility and sustainability.
Management Succession Planning
Our board of directors recognizes that one of its most important duties is its oversight of succession planning for our Chief Executive Officer. Our board of directors has delegated primary oversight responsibility for succession planning for our Chief Executive Officer to the compensation committee and the chairperson of our board of directors. Our Chief Executive Officer is responsible for identifying, evaluating, and selecting potential successors for our Chief Executive Officer’s direct reports. Our board of directors continues to regularly evaluate its succession planning to ensure that we are well positioned to continue to execute on our corporate strategy.
Oversight of Corporate Strategy
Our board of directors actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, potential corporate development opportunities, and risk management. At its regularly scheduled meetings and throughout the year, our board of directors receives information and formal updates from our management and actively engages with the senior leadership team with respect to our corporate
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strategy. Our board of directors’ diverse skill set and experience enhances our board of directors’ ability to support management in the execution and evaluation of our corporate strategy. The independent members of our board of directors also hold regularly scheduled executive sessions at which strategy is discussed.
Compensation Committee Interlocks and Insider Participation
The members of our compensation committee during 2022 were Mr. Gretsch, Ms. Nelson (until April 2022), Mr. Steele, and Ms. Vazquez-Ubarri (beginning April 2022). None of the members of our compensation committee in 2022 were at any time an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. During 2022, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee.
Board and Committee Meetings and Attendance
Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During 2022, our board of directors met six times and also acted by unanimous written consent. During 2022, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served. The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. During 2022, our audit committee met eight times, our compensation committee met six times, and our nominating and governance committee met two times, and each committee also acted by unanimous written consent.
Board Attendance at Annual Meeting of Stockholders
Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. All members of our board of directors attended our 2022 annual meeting of stockholders in their capacity as directors of our company.
Communication with Directors
Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our chairperson) may do so by letters addressed to the attention of our Corporate Secretary.
All communications are reviewed by the Corporate Secretary and provided to the members of our board of directors as appropriate. Sales materials, abusive, threatening, or otherwise inappropriate materials, and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.
The mailing address for these communications is:
Upwork Inc.
c/o Corporate Secretary
655 Montgomery Street, Suite 490, Department 17022
San Francisco, CA 94111-2676
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Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all the members of our board of directors, officers, and employees. Our Code of Business Conduct and Ethics is posted in the “Investor Relations” section of our website, which is located at investors.upwork.com under “Documents & Charters” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under applicable SEC and Nasdaq disclosure requirements regarding amendments to, or waivers of, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.
ESG Strategy and Notable Accomplishments
Our mission is to create economic opportunities so people have better lives. We do this by removing friction in the labor market, allowing clients to hire independent talent, and helping global independent talent find better opportunities than those available in their local job markets. We believe that operating in a responsible and sustainable way will drive long-term value creation, and we are committed to managing our ESG risks and opportunities.
To help identify ESG-related topics that are most important to our business and stakeholders, we conducted our first ESG materiality assessment in 2020 and will be updating the assessment in 2023. These assessments help us identify, assess, and prioritize sustainability topics that impact Upwork’s enterprise value as well as those that affect society at large. In addition to assessing the perceptions of key stakeholders, including employees, executives, stockholders, talent, and clients, the 2023 assessment will also measure the degree to which ESG topics have or are expected to financially and strategically impact Upwork.
We are committed to continued engagement with our key stakeholders going forward and ensuring our practices and disclosures align with evolving ESG-related priorities.
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The following table sets forth the key focus areas for our ESG strategy and our notable ESG accomplishments in 2022:
Key Focus Areas for ESG Strategy and Notable ESG Accomplishments in 2022
graphic
Economic Opportunity
• Helping independent talent unlock their potential by connecting professionals
with a range of clients along with resources to support career independence
• Building an inclusive work marketplace by developing programs and features that enable our diverse users to thrive
• Supporting our community through charitable giving programs and partnerships with organizations that align with our impact goals
• Building the future of work by providing thought leadership and resources to independent talent and companies of all sizes
• 2022 notable accomplishments in this area:
 • In response to the war in Ukraine, launched Opportunity Unlimited to help displaced professionals find work and procure the resources they need to prepare for, conduct, and get paid for their work, no matter their location
 • Provided coaching to more than 7,000 independent professionals through Upwork Academy, hosted over 180 events and webinars reaching more than 28,000 people, and launched more than 100 community groups to help talent on Upwork connect and learn from one another
 • Granted $1.68 million through The Upwork Foundation5 to 12 nonprofits serving immigrants, refugees, and asylum seekers
 • Upwork and its employees contributed $183,000 through our matching gifts program to nonprofits supporting diversity, inclusion, and belonging and those addressing humanitarian crises
graphic
Workforce Innovation and Wellbeing
• Growing a hybrid workforce that is defined not only by combining in-person and remote work but also by engaging both employees and independent talent whenever possible
• Implementing leading strategies to support remote organizational effectiveness
• Building out a new workforce research and engagement program that supports dynamic, holistic, and continuous learning
• Offering tools such as Textio U certification in support of an equitable performance review process
• Continuously evaluating our workforce benefits to support the full range of employees’ mental health, wellbeing, and growth
• 2022 notable accomplishments in this area:
 • Built a team to focus on remote organizational effectiveness
 • Increased short-term disability pay for employees to 100% of salary for the first four weeks and modified our time-off policy for domestic payrolled hybrid team members to include 20 paid days off
 • Built out a more robust workforce survey strategy and set new engagement targets for 2023
5
The Upwork Foundation is a philanthropic initiative established in 2018 in connection with our initial public offering. To fund this program for charitable donations, we issued a warrant exercisable for 500,000 shares of our common stock to a donor-advised fund that donates the proceeds from the sale of such shares to non-profit organizations of our choice.
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Key Focus Areas for ESG Strategy and Notable ESG Accomplishments in 2022
graphic
Diversity, Inclusion, and Belonging (DIBs)
• Dedicating strategic investment in DIBs and integrating DIBs into all of our people programs
• Creating a suite of programs to support women and people of color, including GlowUp and Our Place
• Fostering a sense of workplace belonging through Upwork Belonging Communities
• 2022 notable accomplishments in this area:
 • Launched McKinsey’s Leadership Essentials, a program designed for individual contributors to sharpen core business acumen and self-leadership tools in preparation for leading teams and larger projects/initiatives
 • Evolved our GlowUp program to be an always-on community for Upwork’s leaders of color, enabling them to foster camaraderie and explore shared leadership experiences, opportunities, and challenges throughout the year
• Continued supporting Our Place, an immersive membership community for Upwork’s most senior Black women employees, UPstanders, a program offering workshops to build inclusive practices and advance a collaborative culture at Upwork, and the McKinsey Management Accelerator, a 16-week program for early- to mid-career Black, Asian, and/or Latinx leaders
graphic
Environmental Sustainability
• Reducing our environmental footprint, including our Scope 1, 2, and 3 emissions
• Enabling our users to reduce work-related commutes through the use of our work marketplace
• Committing to transparency of our corporate governance practices around environmental risks and opportunities and methodically assessing, reporting, and verifying our environmental performance data on an annual basis
• Connecting clients and talent focused on sustainability
• 2022 notable accomplishments in this area:
 • Verified our Scope 1, 2, and 3 emissions and maintained carbon-neutral6 operations for the fourth consecutive year
 • Submitted our CDP Climate Change questionnaire, earning a B score
 • Expanded our Scope 3 emissions analysis to include remote work, all supply chain emissions, employee commuting, and business travel
 • Maintained our Global Environmental Policy and E-waste Policy
graphic
Business Integrity and Supplier Engagement
• Following security and privacy best practices to provide a secure, reliable, and compliant work marketplace
• Ensuring ethical business practices and engaging on public policy to maximize opportunity for freelancers and creating a more equitable future of work
• Supporting human rights by enforcing our Global Human Rights Policy and updating our annual Modern Slavery and Human Trafficking Statement
• Working with suppliers that align with our mission and inclusive sourcing goals
• 2022 notable accomplishments in this area:
 • Updated our Privacy Policy and launched a security operations and response product to automate threat investigations and analysis
 • Maintained our SOC 2 Type II, PCI DSS Level 2, and ISO 27001 and 27018 certifications and achieved SOC 3 certification
 • Audited 22 Trust and Safety enforcement areas as part of an ongoing effort to ensure greater consistency and fairness across the platform
 • Maintained our Code of Business Conduct and Ethics, Global Human Rights Policy, Supplier Code of Conduct, and Terms of Service
6
In 2022, our Scope 1 emissions were zero, and our Scope 2 market-based emissions were 15 MTCO2e. We’ve historically offset our operational (Scope 1 and 2) emissions that cannot be avoided, as well as those from our business travel and employee commuting (Scope 3). In 2022, we also offset remote work emissions (Scope 3).
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For more information on our ESG programs and performance, including our ESG materiality assessment, see our 2022 Impact Report, published in April 2023, which is available on our ESG Reports Hub on our website at upwork.com/about/our-impact/reports-hub. The information contained in our 2022 Impact Report is not intended to be incorporated into this Proxy Statement.
ESG Oversight
Board oversight of our ESG strategy and performance starts with our nominating and governance committee, which oversees our overall ESG performance and provides input on our management of material ESG risks and opportunities, ESG reporting, and progress against ESG targets.
Our ESG Program Office, which comprises our ESG Senior Program Manager and other members of the legal department, focuses on engaging key stakeholders and strengthening our ESG performance. Our ESG Program Office briefs the nominating and governance committee at least biannually, which then updates the full board of directors on ESG matters on a biannual basis.
In 2022, we continued to convene members of our ESG Task Force, a committee made up of senior leaders and subject matter experts across Upwork, to proactively manage the key ESG topics identified in our 2020 ESG materiality assessment. Additionally, our ESG Task Force has begun the process of assessing matters for our 2023 ESG materiality assessment. Through our ongoing stockholder engagement efforts, we have also engaged with many institutional investors to understand their ESG priorities and share information about our ESG programs.
ESG Oversight
Board Oversight
Our nominating and governance committee is responsible for reviewing and assessing with management our performance, risks, controls, and procedures relating to corporate responsibility and sustainability, including ESG matters
ESG Program Office
Our ESG Program Office, which comprises our ESG Senior Program Manager and other members of the legal department, drives our company-wide strategic approach to ESG and updates our nominating and governance committee on progress, risks, and ongoing strategy at least biannually
ESG Task Force
Our ESG Task Force, a committee made up of senior leaders and subject matter experts across Upwork, is responsible for developing and implementing ESG programs
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Human Capital Management
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“With over 2,500 team members in more than 90 countries around the world, at Upwork we are intentionally designing our people processes with independent talent at our core. As pioneers of the future of work, we are committed to delivering a world class experience to the workforce of the future.”

Sunita Solao
Chief People Officer
Board of Directors Oversight
Our board of directors recognizes the critical importance of our team and the necessity to ensure a diverse, inclusive, and creative work environment that is centered around a values-based culture. Our board of directors meets regularly with management to discuss issues impacting our team members and ways to support our workforce. Our focus on culture comes from our board of directors and flows throughout our company. In evaluating our Chief Executive Officer and management team, emphasis is put on their contributions to our overall culture.
Our Team and Culture
Our mission—to create economic opportunities so people have better lives—is integral to our culture and how we build amazing teams and products to lead our industry. We enable remote work not only through our work marketplace for our users but also for our own team members for whom we are proud to offer a remote-first work model, which has environmental, as well as other, benefits. Our team consists of corporate employees, independent talent we engage through our work marketplace, and advisors. Our team members are distributed around the world, and while we have corporate offices, we do not solely rely on in-person collaboration. Our team works with a variety of tools and has adopted practices to ensure all voices are heard, innovation is fostered, and results are achieved. Our hybrid team, and its belief in our mission, values, and vision, is critical to our success. With the consistent investment in the development of our team and our commitment to diversity, inclusion, and belonging, we cultivate an environment where people are able to be themselves at work and perform to the best of their abilities.
Our People
Our mission not only drives the creation and continuous development of our work marketplace; it is also integral to how we engage our employees and our approach to creating and fostering an inclusive environment that promotes and encourages diversity, inclusion, belonging, career development, and wellness. As of December 31, 2022, we had approximately 850 employees, and throughout 2022, we engaged approximately 1,950 independent team members through our work marketplace to provide services to us on a variety of internal projects. We believe the positive relationship between us and our team members and our unique, strong culture differentiate us and are key drivers of our business success.
Diversity, Inclusion, and Belonging
We view belonging as a feeling, inclusion as a practice, and diversity as an outcome.
We foster belonging through our Upwork Belonging Communities—groups that build empathy and promote inclusive skill-building. We cultivate inclusion by equipping managers with tools to effectively build and lead amazing and inclusive teams that amplify team members’ voices. Additionally, we practice multidimensional compensation and mobility reviews during our semi-annual employee performance evaluation process. This is led by a cross-functional team of human resource and legal leaders to help ensure we are fair in our rewards and recognition strategy. To bolster our diversity, inclusion, and belonging efforts, we also conduct an internal review to facilitate equity in internal mobility practices throughout our company as an ongoing priority. Diversity, inclusion, and belonging is a journey, not a destination, and, as such, we will continue to explore ways to cultivate an inclusive culture where every team member belongs.
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Training and Development
As an organization built on talent and skills development, we understand the value of providing our employees with ongoing professional development and leadership opportunities so that they can advance their careers. Led by our dedicated learning and development team, we offer our team members an array of learning and development opportunities, including a variety of training sessions and workshops.
Benefits and Competitive Compensation
We strive to offer market-competitive compensation and benefits to attract and retain employees for the long term. We engage compensation consultants to benchmark our employee compensation with external sources to ensure fair and equitable pay practices. We provide total rewards that attract and retain world-class employees through a total compensation package that includes equity-based awards to align employee compensation with stockholder interests. Knowing our employees have diverse needs and life priorities, we also provide comprehensive benefits and services to those eligible, which include core benefits such as medical, dental, vision, and disability insurance, in addition to benefits tailored to the specific needs of our employees, such as mental health, fertility, family back-up care, and adoption support. We offer a health savings account with company contributions, family and medical leave, flexible working schedules, paid holidays and flexible vacation policies. We sponsor a 401(k) plan that includes a matching contribution, offer financial coaching through a third-party provider, and maintain an employee stock purchase plan that enables eligible employees to purchase shares of our stock at a discount through payroll deductions.
Organizational Wellbeing
We engage our workforce in meaningful ways and take timely action in response to their feedback. Research into workforce experience begins during onboarding and is sustained throughout a team member’s tenure at Upwork. This “life cycle” approach to workforce research affords our senior leadership and human resources team members ongoing and real-time insight into critical moments of worker experience and productivity. The collection of such data allows leadership, line managers, and our human resources team to identify successes and opportunities at myriad levels, including for individual team members, company-wide programs, and larger organizational units. Over time, the aggregation and analysis of such data enables us to optimize for those workforce factors that drive crucial people and business outcomes.
Employee Wellness
Employee safety and wellbeing is of paramount importance to us. We provide productivity and collaboration tools and resources for employees, including training and tool kits to help leaders effectively lead and manage remote teams. In addition, we promote programs to support our employees’ physical, financial, and mental wellbeing. For example, we regularly conduct internal surveys to assess the wellbeing and needs of our employees, and we offer employee assistance and mindfulness programs to help employees and their families manage anxiety, stress, sleep, and overall wellbeing. Additionally, we believe that our employees are at their best when they take the time to recharge. In order to encourage our employees to recharge and make their wellbeing a priority, we provide unlimited paid time off in addition to our company-recognized holidays.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive officers, and any persons who own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Based solely on our review of the forms filed with the SEC and written representations from our directors and executive officers, we believe that all Section 16(a) filing requirements were timely met in the year ended December 31, 2022, with the following exceptions: (i) Ms. Brown filed a Form 4 on February 23, 2022 that inadvertently omitted the grant of 121,765 restricted stock units, which was corrected with the filing of an amended Form 4 on February 24, 2022; (ii) Mr. Gilpin filed a Form 4 on February 23, 2022 that inadvertently omitted the grant of 62,785 restricted stock units, which was corrected with the filing of an amended Form 4 on February 24, 2022; and (iii) Mr. McCombs filed a Form 4 on February 23, 2022 that inadvertently omitted the grant of 114,155 restricted stock units, which was corrected with the filing of an amended Form 4 on February 24, 2022.
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Nominations Process and Director Qualifications
Nomination to the Board of Directors
Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of our nominating and governance committee in accordance with the committee’s charter, our restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines, and the criteria approved by our board of directors regarding director candidate qualifications. In identifying and recommending candidates for nomination, the nominating and governance committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate, and the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. With respect to disclosure requirements, nominees for director nominated by a third party are not expected to provide additional disclosure compared to nominees for director nominated by the nominating and governance committee.
Stockholders wishing to recommend candidates for consideration by our nominating and governance committee should submit their recommendations to the attention of the Corporate Secretary at our mailing address contained elsewhere in this Proxy Statement. Information regarding the process for submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Frequently Asked Questions.”
Director Qualifications
With the goal of developing a diverse, experienced, and highly qualified board of directors, our nominating and governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise, and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.
Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities, or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory, and Nasdaq listing requirements and the provisions of our restated certificate of incorporation, our amended and restated bylaws, our Corporate Governance Guidelines, and the charters of the committees of our board of directors. In addition, neither our board of directors nor our nominating and governance committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, the nominating and governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry, and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Through the nomination process, our nominating and governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal 1 below includes the primary individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.
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Board Evaluations
We conduct an annual self-evaluation process for our board of directors and its committees. As part of this process, each member of our board of directors individually meets with outside counsel to discuss their assessment of the performance of the board of directors and its committees, their own performance, and the performance of fellow members of the board of directors. The chairperson of our board of directors shares feedback received with individual members of the board of directors, with the nominating and governance committee, and with the full board of directors. Our board of directors then reviews and discusses the feedback.
Our board evaluation process is used:
by our board of directors and nominating and governance committee to assess the current composition of our board of directors and its committees and to make recommendations for the qualifications, expertise, and characteristics we should seek in identifying potential new directors;
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;
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
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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Proposal 1
Election of Directors
Our board of directors currently consists of eight directors and is divided into three classes. Each class serves for three years, with the terms of office of the respective classes expiring in successive years. Directors in Class II will stand for election at the Annual Meeting. The terms of office of directors in Class III and Class I do not expire until the annual meetings of stockholders held in 2024 and 2025, respectively. At the recommendation of our nominating and governance committee, our board of directors proposes that each of the Class II nominees named below, each of whom is currently serving as a director in Class II, be elected as a Class II director for a three-year term expiring at the 2026 annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.
We have a majority voting standard for uncontested elections of directors, which means that to be elected, a director nominee must receive a majority of the votes cast. This means the number of shares voted “FOR” a director nominee must exceed the votes cast “AGAINST” that nominee (with “abstentions” and “broker non-votes” not counted as a vote cast either “FOR” or “AGAINST” that director’s election). If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.
Nominees to Our Board of Directors
The nominees and their age, occupation, and length of service on our board of directors as of March 31, 2023, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Name and Experience
Age
Director
Since
Independent
Committee Memberships
Leela Srinivasan
Former Chief Marketing Officer, Momentive Global Inc. (maker of SurveyMonkey)
49
July 2019
Yes
Audit
Gary Steele
Chief Executive Officer, Splunk Inc.
60
August 2018
Yes
Compensation
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Committees: audit

Other Public Company Boards: none

Experience: Leela Srinivasan has served as a member of our board of directors since July 2019. Ms. Srinivasan is an experienced Chief Marketing Officer with specific expertise in the human resources technology sector. Most recently, Ms. Srinivasan served as Chief Marketing Officer of Checkout Ltd, a global payments provider also known as Checkout.com, from September 2021 to March 2023. Previously, Ms. Srinivasan served as Chief Marketing Officer of Momentive Global Inc. (formerly known as SurveyMonkey), an online agile experience management company, from April 2018 to September 2021. Prior to that, she served as Chief Marketing Officer at Lever, Inc., a recruiting software company, from September 2015 to March 2018. Prior to Lever, Inc., Ms. Srinivasan served as VP of Marketing at OpenTable, Inc., an online restaurant booking company, from June 2014 to September 2015. Prior to OpenTable, Ms. Srinivasan served in marketing positions at LinkedIn Corporation from January 2010 to May 2014. Ms. Srinivasan also spent three years in management consulting at Bain & Company in San Francisco and London, and five years in sales at Business Wire, a Berkshire Hathaway company. Ms. Srinivasan holds an M.A. in History and English Literature from the University of Edinburgh and earned an M.B.A. from the Tuck School of Business at Dartmouth, where she is a member of the Board of Advisors.

Relevant Expertise: Ms. Srinivasan brings to our board of directors her extensive leadership, executive, and business-to-business marketing experience gained across multiple organizations, including Momentive Global Inc., a publicly traded company. Ms. Srinivasan’s experience spans multiple relevant aspects of marketing including field marketing, online/digital marketing, corporate communications, global customer programs, advertising, campaigns, events, and corporate and employer branding. She has also spent multiple years in the human resources technology sector and has relevant experience in the payments sector.
Leela Srinivasan
Former Chief Marketing Officer, Momentive Global Inc. (maker of SurveyMonkey)
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Committees: compensation

Other Public Company Boards: Splunk Inc.

Experience: Gary Steele has served as a member of our board of directors since August 2018. Mr. Steele has served as the Chief Executive Officer and as a member of the board of directors of Splunk Inc., a data platform for security and observability, since April 2022. Mr. Steele also currently serves on the board of directors of two privately held companies. Prior to joining Splunk Inc., Mr. Steele served as the Chief Executive Officer of Proofpoint, Inc., an enterprise security company, from 2002 to March 2022. Prior to that, Mr. Steele served from June 1997 to July 2002 as the Chief Executive Officer of Portera Systems Inc., a software company. Before Portera, Mr. Steele served as the Vice President and General Manager of the Middleware and Data Warehousing Product Group at Sybase, Inc., an enterprise and mobile software company. Mr. Steele’s prior experience includes business development, marketing, and engineering roles at Sun Microsystems, Inc. and Hewlett-Packard Company, computer, computer software, and information technology companies. Mr. Steele holds a B.S. in Computer Science from Washington State University.

Relevant Expertise: Mr. Steele brings to our board of directors valuable business experience managing a public company, as well as extensive knowledge of advising technology companies.
Gary Steele
Chief Executive Officer, Splunk Inc.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE TWO NOMINATED DIRECTORS
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Continuing Directors
The directors who are serving terms that end following the Annual Meeting and their age, occupation, and length of service on our board of directors as of March 31, 2023, are provided in the table below and in the additional biographical descriptions set forth in the text below the table.
Name and Experience
Age
Director Since7
Independent
Committee Memberships
Class III Directors
Hayden Brown
President and Chief Executive Officer, Upwork Inc.
41
December 2019
No
Gregory C. Gretsch
Founding Partner and Managing Director, Jackson Square Ventures
56
March 2014
Yes
Compensation and Audit
Anilu Vazquez-Ubarri
Board Member and Chief Human Resources Officer, TPG Inc.
46
November 2020
Yes
Compensation
Class I Directors
Kevin Harvey
Founder and General Partner, Benchmark Capital
58
March 2014
Yes
Nominating and Governance
Thomas Layton
Former Chief Executive Officer, OpenTable, Inc.
60
March 2014
Yes
Nominating and Governance
Elizabeth Nelson
Former Executive Vice President and Chief Financial Officer, Macromedia, Inc.
62
February 2015
Yes
Audit and Nominating and Governance
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Committees: nominating and governance (Chair)

Other Public Company Boards: none

Experience: Thomas Layton has served as a member of our board of directors and chairperson since our inception in March 2014. Prior to that, Mr. Layton served as a member of the board of directors of oDesk from May 2006 to March 2014 and as chairperson from December 2011 to March 2014. Mr. Layton currently serves on the board of directors of several private companies. Previously, Mr. Layton served in various leadership roles, including as the Chief Executive Officer of OpenTable, Inc., an online restaurant reservation company, from 2001 to 2007 and as the Chief Executive Officer of Metaweb Technologies, Inc., a data infrastructure company, from 2007 to 2010. Mr. Layton holds a B.S. from the University of North Carolina at Chapel Hill and an M.B.A. from the Stanford Graduate School of Business.

Relevant Expertise: Mr. Layton brings to our board of directors extensive leadership experience, gained from his experience advising and managing technology companies. Moreover, he brings historical knowledge, operational expertise, and continuity to our board of directors.
Thomas Layton Former Chief Executive Officer, OpenTable, Inc.
7
Does not include service on the board of directors of Elance, Inc., which we refer to as Elance, or oDesk Corporation, which we refer to as oDesk, prior to the combination of the two companies in March 2014.
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Committees: none

Other Public Company Boards: none

Experience: Hayden Brown has served as a member of our board of directors since December 2019. Ms. Brown has served as our President and Chief Executive Officer since January 2020, and previously served as our Chief Marketing and Product Officer from April 2019 to December 2019, as our Senior Vice President, Product and Design from January 2016 to April 2019, as our Vice President, Head of Product from January 2015 to January 2016, and as our Vice President and Senior Director Marketplace since our inception in March 2014. Prior to that, Ms. Brown served in numerous product leadership roles, starting when she joined oDesk as a Director of Marketplace in December 2011. Prior to joining us, Ms. Brown was Vice President of Corporate Development at LivePerson, Inc., an online messaging, marketing, and analytics company, from September 2010 to November 2011. Ms. Brown also worked for Microsoft Corporation, a technology company, as Director of Corporate Strategy and M&A from January 2010 to September 2010 and as Senior Strategy Manager from June 2007 to January 2010. Ms. Brown began her career as a Business Analyst at McKinsey & Company, a business management consulting firm, in its New York office. Ms. Brown holds an A.B. in Politics from Princeton University.

Relevant Expertise: Ms. Brown brings to our board of directors her extensive leadership experience, including as our Chief Executive Officer, and her institutional knowledge of our company, understanding of our company culture, and familiarity with developing and executing our strategic priorities.
Hayden Brown
President and Chief Executive Officer, Upwork Inc.
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Committees: compensation (Chair) and audit

Other Public Company Boards: none

Experience: Gregory C. Gretsch has served as a member of our board of directors since our inception in March 2014 and as a member of the board of directors of oDesk from 2004 to March 2014. Mr. Gretsch is a founding partner and has served as Managing Director of Jackson Square Ventures, a venture capital firm, since 2011. Mr. Gretsch also serves on the board of directors of several private companies, and he served as a director of Responsys, Inc. from 2001 to 2014. Mr. Gretsch has also served as a managing director at Sigma Partners, a venture capital firm, since 2001. Mr. Gretsch holds a B.B.A. in Management Information Systems from the University of Georgia.

Relevant Expertise: Mr. Gretsch brings to our board of directors his significant entrepreneurial, management, and leadership experience as a former founder and executive of several startup technology companies, and his background analyzing, investing in, and serving on the boards of directors of other technology companies.
Gregory C. Gretsch
Founding Partner and Managing Director, Jackson Square Ventures
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Committees: nominating and governance

Other Public Company Boards: none

Experience: Kevin Harvey has served as a member of our board of directors since our inception in March 2014. Prior to that, Mr. Harvey served as a member of the board of directors of oDesk from August 2006 to March 2014. Previously, Mr. Harvey served on the board of directors of Proofpoint, Inc. until August 2021. Mr. Harvey is a founder and general partner of Benchmark Capital, a venture capital firm, which he co-founded in 1995. Before founding Benchmark, Mr. Harvey was founder, President, and Chief Executive Officer of Approach Software Corp., a server database company. Before founding Approach Software, Mr. Harvey founded Styleware, Inc., a software company. Mr. Harvey holds a B.S. in Engineering from Rice University.

Relevant Expertise: Mr. Harvey brings to our board of directors his significant experience investing in and serving on the boards of directors of other technology companies, as well as his management and leadership experience as a founder and former executive of multiple startup technology companies.
Kevin Harvey Founder and General Partner, Benchmark Capital
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Committees: audit (Chair) and nominating and governance

Other Public Company Boards: PhenomeX Inc.

Experience: Elizabeth Nelson has served as a member of our board of directors since February 2015. Ms. Nelson currently serves on the board of PhenomeX Inc., a functional cell biology company, as well as several private companies. Ms. Nelson’s public company board of directors service includes serving as a director of Virgin Group Acquisition Corp. II from March 2021 to June 2022, Nokia Corporation from 2012 to 2021, Zendesk, Inc. from 2013 to 2019, and Pandora Media, Inc. from July 2013 to June 2017. From 1996 through 2005, Ms. Nelson served as the Executive Vice President and Chief Financial Officer of Macromedia, Inc., where she also served as a director from January 2005 to December 2005. Ms. Nelson holds a B.S. in Foreign Service from Georgetown University, an M.B.A. in Finance from the Wharton School at the University of Pennsylvania, and also earned the NACD’s CERT Certificate in Cybersecurity Oversight.

Relevant Expertise: Ms. Nelson brings to our board of directors her extensive experience in advising technology companies and a deep understanding of the financial, accounting, and operational aspects of executive management from her prior experience as an executive of numerous public and private technology companies.
Elizabeth Nelson
Former Executive Vice President and Chief Financial Officer, Macromedia, Inc.
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Committees: compensation

Other Public Company Boards: TPG Inc.

Experience: Anilu Vazquez-Ubarri has served as a member of our board of directors since November 2020. Ms. Vazquez-Ubarri currently serves as Chief Human Resources Officer and is a member of the board of directors of TPG Inc., a global private investment firm, where she made Partner in 2019. Ms. Vazquez-Ubarri also serves on the board of directors of Greenhouse Software, Inc., a hiring software company. Previously, she served in a variety of roles at The Goldman Sachs Group, Inc., a multinational investment bank and financial services company, from 2007 through 2018, including as Chief Diversity Officer and Global Head of Talent beginning in 2014. Prior to that, Ms. Vazquez-Ubarri served as an associate in the executive compensation and employee benefits group at Shearman & Sterling LLP. Ms. Vazquez-Ubarri holds a J.D. from the Fordham University School of Law and an A.B, cum laude, in History and Latin American Studies from Princeton University.

Relevant Expertise: Ms. Vazquez-Ubarri brings to our board of directors valuable knowledge of human resources and employment aspects of executive management, as well as operational and risk management experience from her roles at global investment entities. She also brings her experience handling talent and diversity issues directly for multinational organizations.
Anilu Vazquez-Ubarri
Board Member and Chief Human Resources Officer, TPG Inc.
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Director Expertise, Experience, and Attributes
Our board of directors comprises a diverse mix of directors with complementary expertise, experience, and attributes, as summarized in the table below. Our directors may also have experience or attributes in addition to what is reflected in the table below.
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8
Age and tenure is as of March 31, 2023. Tenure does not include service on the board of directors of Elance or oDesk prior to the combination of the two companies in March 2014. All other demographics are based on each director’s self-identification.
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Board Composition
We believe that our current board of directors’ composition represents an effective balance with respect to director tenure and age. Recent director additions provide our board of directors with fresh perspectives and diverse experiences, while directors with longer tenure provide continuity and valuable insight into our business and strategy. The matrix above and charts below provide information regarding the tenure and age distribution of our board of directors (as of March 31, 2023).
We are committed to creating a diverse and inclusive culture, which starts at the top with our board of directors. Four of our eight directors are women, two directors self-identify as being racially or ethnically diverse, and one director self-identifies as LGBTQ+. All of our directors bring unique experiences and backgrounds to Upwork.
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2022 Director Compensation
The following table provides information for 2022 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2022, other than Ms. Brown, our President and Chief Executive Officer. Ms. Brown is not included in the table below as she is an employee and received no additional compensation for her service as a director during 2022. The compensation received by Ms. Brown as an employee is shown in the “Executive Compensation—2022 Summary Compensation Table” below.
Name
Fees Earned or Paid in Cash ($)(1)
Stock Awards ($)(2)
Total ($)(2)
Thomas Layton(3)
8,250
329,218
337,468
Gregory C. Gretsch(4)
28,750
263,382
292,132
Kevin Harvey(5)
4,150
263,382
267,532
Elizabeth Nelson(6)
87,275
203,025
290,300
Leela Srinivasan(7)
68,750
203,025
271,775
Gary Steele(8)
7,000
263,382
270,382
Anilu Vazquez-Ubarri(9)
61,375
203,025
264,400
(1)
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 the different compensation arrangements based on elections to receive fees or awards in cash or equity or based on additional fees payable on account of committee membership, as further described in “Non-Employee Director Compensation Arrangements.”
(2)
The amounts reported in these columns represent the aggregate grant date fair value of RSUs awarded to directors in 2022 computed in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718, which we refer to as ASC 718. The number of RSUs that a director receives is calculated by dividing the target value of the RSU award by the 30-day trailing average trading price. Accordingly, the amounts reported in this column do 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.
(3)
As of December 31, 2022, Mr. Layton held 13,360 unvested RSUs, which included the Annual Award, the Non-Executive Chairperson Fee, 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, 2022, Mr. Gretsch held 11,707 unvested 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, 2022, Mr. Harvey held 11,707 unvested 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, 2022, Ms. Nelson held 10,192 unvested RSUs, which represented the Annual Award, and options to purchase 295,000 shares of common stock. The RSUs are further described in (and vest in accordance with the vesting schedule described under) “Non-Employee Director Compensation Arrangements.” The stock option was fully vested and exercisable as of December 31, 2022, and expires on February 25, 2025.
(7)
As of December 31, 2022, Ms. Srinivasan held 10,192 unvested RSUs, which represented the Annual Award, as further described in (and which vest in accordance with the vesting schedule described under) “Non-Employee Director Compensation Arrangements.”
(8)
As of December 31, 2022, Mr. Steele held 11,707 unvested RSUs, which included both the Annual Award and the Fee (RSU), and options to purchase 150,527 shares of common stock. The RSUs are further described in (and vest in accordance with the vesting schedule described under) “Non-Employee Director Compensation Arrangements.” The stock option was fully vested and exercisable as of December 31, 2022, and expires on August 19, 2028.
(9)
As of December 31, 2022, Ms. Vazquez-Ubarri held 14,947 unvested RSUs, which included both the Initial Award granted to Ms. Vazquez-Ubarri upon her appointment to our board of directors in November 2020 and the Annual Award, as further described in (and which vest in accordance with the vesting schedule described under) “Non-Employee Director Compensation Arrangements.”
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Non-Employee Director Compensation Arrangements
In order to remain competitive in an increasingly challenging landscape for recruitment of non-employee directors, our board of directors approved an amended and restated non-employee director compensation program in April 2022. Under such amended and restated non-employee director compensation program, non-employee directors were entitled to receive an increase in the amount of certain compensation. The following changes were made to the program: (i) an increase to the Annual Award (as defined below) from $170,000 to $185,000, (ii) an increase to the Chairperson Fee (as defined below) from $40,000 to $60,000, and (iii) an increase in the following annual committee chair and member fees: (A) audit committee chair fee from $20,000 to $35,000 and audit committee member fee from $10,000 to $17,500, (B) compensation committee member fee from $6,500 to $7,500, and (C) nominating and governance committee chair fee from $8,000 to $8,500 and nominating and governance committee member fee from $4,000 to $4,300. Our current amended and restated non-employee director compensation program is as follows:
Equity Compensation—Initial Award
Upon initial appointment or election to our board of directors, each new non-employee director appointed or elected to our board of directors will be granted RSUs under our 2018 Equity Incentive Plan, which we refer to as the 2018 Plan, with a total value of $400,000 based on a 30-day trailing average trading price, which we refer to as the Initial Award. The grant date fair value of the Initial Award shall not exceed $1,000,000 in a calendar year when combined with the aggregate grant date fair value of any other equity award(s) and cash compensation received by such non-employee director for service on our board of directors for such calendar year.
The Initial Award will be granted effective on the date of the non-employee director’s initial appointment or election to our board of directors, which we refer to as the Initial Award Grant Date.
The Initial Award will vest with respect to one-third of the total number of RSUs subject to the Initial Award each year beginning with the date that is the one-year anniversary of the Initial Award Grant Date, in each case, so long as the non-employee director continues to provide services as a non-employee director to us through such date. The final annual installment of the Initial Award will fully vest on the earlier of (i) the date immediately prior to our annual meeting of stockholders in the last full year of the vesting of the Initial Award and (ii) the date that is the last day of the last full year of the vesting of such grant, in each case, so long as the non-employee director continues to provide services as a non-employee director to us through such date.
The Initial Award will accelerate in full immediately prior to the consummation of a “corporate transaction” (as defined in the 2018 Plan).
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Cash or Equity Compensation Election—Annual Award
Each non-employee director will automatically be entitled to an annual award of a $185,000 cash payment or RSUs with a total value of $185,000 based on a 30-day trailing average trading price, which we refer to as the Annual Award. The Annual Award will be payable in the form of RSUs or, at a non-employee director’s election, in cash.
The initial Annual Award, to the extent payable in RSUs and consistent with the applicable election made, will be granted automatically on the date of the non-employee director’s initial appointment or election to our board of directors, which we refer to as the Initial Annual Award Grant Date, and will be pro-rated for partial quarters served. Subsequently, the Annual Award, to the extent payable in RSUs, will be granted automatically on the date of our annual meeting of stockholders for each year thereafter, which we refer to as the Annual Award Grant Date.
The Annual Award will fully vest, or in the case of cash will be paid, on the earlier of (i) the date immediately prior to our next annual meeting of stockholders and (ii) the date that is one year following the Initial Annual Award Grant Date or Annual Award Grant Date, as the case may be, so long as the non-employee director continues to provide services as a non-employee director to us through such date. The Annual Award will be paid, in the case of cash, or settled, in the case of RSUs, in the same calendar year in which the Annual Award vests.
The Annual Award (regardless of the form of payment) will accelerate in full immediately prior to the consummation of a “corporate transaction” (as defined in the 2018 Plan).
Cash or Equity Compensation—Annual General Board Service Fee, Board Non-Executive Chairperson Fee, and Board Lead Independent Director Fee
Annual compensation payable to (i) each non-employee director as a general board service fee is $55,000, which we refer to as the General Board Service Fee, (ii) the non-executive chairperson as a chairperson fee is $60,000, which we refer to as the Chairperson Fee, and (iii) the lead independent director as a lead independent director fee is $15,000, we refer to each fee in clauses (i)-(iii), as a Fee, each of which is pro-rated for partial quarters served and payable in cash or, at a non-employee director’s election, in the form of RSUs.
If the non-employee director elects to receive the Fee in cash, which we refer to as the Fee (Cash), it will be paid quarterly in arrears (with the first such payment in any event occurring on the last day of the first calendar quarter following the date of the director’s appointment or election to our board of directors), in each case, so long as the non-employee director continues to provide services in the applicable capacity to us through such date.
If the non-employee director elects to receive the Fee in RSUs, which we refer to as the Fee (RSU), the initial Fee (RSU) will be granted automatically on the date of the director’s initial appointment or election to our board of directors and each subsequent Fee (RSU) will be granted automatically on the date of our annual meeting of stockholders for each year thereafter. The number of shares subject to the applicable Fee (RSU) will be based on a 30-day trailing average trading price (which will be pro-rated for partial quarters served in the relevant capacity). The Fee (RSU) will vest and settle quarterly (with the first such vesting and settlement date occurring on the last day of the first calendar quarter following the date of the non-employee director’s appointment or election to our board of directors), in each case, so long as the non-employee director continues to provide services in the applicable capacity to us through such date.
The Fee (regardless of the form of payment) will accelerate in full immediately prior to the consummation of a “corporate transaction” (as defined in the 2018 Plan).
The final quarterly installment of each Fee (Cash) or Fee (RSU), as applicable, will fully vest on the earlier of (i) the date immediately prior to our next annual meeting of stockholders and (ii) the date that is the last day of the last full quarter of the vesting of such grant, in each case, so long as the non-employee director continues to provide services in the applicable capacity to us through such date.
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Non-Employee Director Cash Compensation
In addition to the General Board Service Fee, each non-employee director is entitled to receive additional annual cash compensation for committee membership as follows:
Audit committee chair: $35,000
Audit committee member: $17,500
Compensation committee chair: $15,000
Compensation committee member: $7,500
Nominating and governance committee chair: $8,500
Nominating and governance committee member: $4,300
Chairs of our committees receive the cash compensation designated above for chairs in lieu of the non-chair member cash compensation.
The cash compensation designated above will be paid quarterly in arrears, for so long as the non-employee director continues to provide services in the applicable non-employee director capacity to us through such date, and will be pro-rated for partial quarters served. The final quarterly installment of each such annual fee will be paid on the earliest of (i) the date of our next annual meeting of stockholders, (ii) the date immediately prior to our next annual meeting of stockholders if the applicable non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election, and (iii) the date that is the last day of the last full quarter of such installment, in each case, so long as the non-employee director continues to provide services in the applicable capacity to us through such date.
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Proposal 2
Ratification of Appointment of Independent Registered Public Accounting Firm
Our audit committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm to perform the audits of our consolidated financial statements and our internal control over financial reporting for the year ending December 31, 2023, and recommends that stockholders vote for ratification of such selection. The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023, requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that PricewaterhouseCoopers LLP is not ratified by our stockholders, the audit committee will review its future selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Further, the audit committee may select a different independent registered public accounting firm at any time if, in the committee’s sole discretion, the committee determines that such a change would be in the best interests of our company and stockholders.
PricewaterhouseCoopers LLP audited our consolidated financial statements and our internal control over financial reporting for the year ended December 31, 2022. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting, and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.
Independent Registered Public Accounting Firm Fees and Services
We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, PricewaterhouseCoopers LLP periodically rotates the individuals who are responsible for our audit.
In addition to performing the audit of our consolidated financial statements and our internal control over financial reporting, PricewaterhouseCoopers LLP provided various other services during the years ended December 31, 2021 and 2022. Our audit committee has determined that PricewaterhouseCoopers LLP’s provision of these services, which are described below, does not impair PricewaterhouseCoopers LLP’s independence from us. During the years ended December 31, 2021 and 2022, fees for services provided by PricewaterhouseCoopers LLP were as follows (in thousands):
Fees Billed to Upwork
2021
2022
Audit fees(1)
​$2,623
​$2,913
Audit-related fees
Tax fees(2)
35
All other fees(3)
4
     4
Total fees
$2,662
$2,917
(1)
“Audit fees” include fees for audit services primarily related to: the audit of our annual consolidated financial statements and 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; and other services normally provided in connection with statutory and regulatory filings.
(2)
“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.
(3)
“All other fees” include fees for annual subscription services for access to online accounting research and disclosure checklist software applications.
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.
All of the services relating to the fees described in the table above were approved by our audit committee.
OUR BOARD OF DIRECTORS AND AUDIT COMMITTEE RECOMMEND A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023.
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Proposal 3
Advisory Vote on the Compensation of Our Named Executive Officers
In accordance with Section 14A of the Exchange Act, we are providing stockholders with an opportunity to make a non-binding advisory vote on the compensation of our Named Executive Officers. This non-binding advisory vote is commonly referred to as a Say-on-Pay vote. The non-binding advisory vote on the compensation of our Named Executive Officers, as disclosed in this Proxy Statement, will be determined by the vote of a majority of the voting power of the shares present or represented at the Annual Meeting and voting affirmatively or negatively on the proposal.
Stockholders are urged to read the “Executive Compensation” section of this Proxy Statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our Named Executive Officers. Our compensation committee and our board of directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the Named Executive Officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, and the other related disclosures.”
As an advisory vote, this proposal is not binding. However, our board of directors and compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
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Proposal 4
Approval of Restated Certificate of Incorporation
We are proposing to amend and restate our current restated certificate of incorporation to make the changes described below.
Section 102(b)(7) of the DGCL was amended effective August 1, 2022 to permit a Delaware corporation’s certificate of incorporation to include a provision that limits or eliminates (i.e., exculpates) the monetary liability of certain officers for breaches of the fiduciary duty of care as officers in certain actions. This exculpation would not protect officers from liability for breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit. Nor would this exculpation shield such officers from liability for claims brought by or in the right of the corporation, such as derivative claims. In addition, only certain officers may be exculpated from liability: (i) a corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, or chief accounting officer; (ii) an individual identified in public filings as one of the most highly compensated executive officers of the corporation; and (iii) an individual who, by written agreement with the corporation, has consented to be identified as an officer for purposes of Delaware’s long-arm jurisdiction statute. The amendment to our current restated certificate of incorporation proposed in this Proposal 4 would eliminate the liability of these statutorily defined officers as described above, but the amendment will not have retroactive effect and will not apply to any act or omission occurring prior to the effectiveness of the amendment. The amendment is not being proposed in response to any specific resignation, threat of resignation, or refusal to serve by any officer.
Our board of directors believes it is necessary to provide protection to officers to the fullest extent permitted by law in order to attract and retain highly qualified senior leadership. The nature of the role of directors and officers often requires them to make decisions on crucial matters in time-sensitive situations, which can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability on the basis of hindsight, especially in the current litigious environment and regardless of merit. Limiting concern about personal risk would empower both directors and officers to best exercise their business judgment in furtherance of stockholder interests. We expect competitor companies will likely adopt exculpation clauses that limit the personal liability of officers in their charters, and failing to obtain approval of the Restated Certificate of Incorporation could negatively affect our ability to recruit and retain high-caliber officer candidates. This protection has long been afforded to directors, and our board of directors believes that extending similar exculpation to its officers is fair and in the best interests of our company and our stockholders.
In addition to the changes to permit officer exculpation described above, the amendment would make technical and administrative changes to the choice of forum provision in our current restated certificate of incorporation in order to (i) clarify that the federal district court for the District of Delaware shall be the sole and exclusive forum for certain claims in the event the Court of Chancery does not have jurisdiction, (ii) add a provision that all “internal corporate claims” (as defined in Section 115 of the DGCL) be brought exclusively in Delaware courts, and (iii) clarify that we shall be entitled to equitable relief to enforce the choice of forum provision.
Our board of directors has unanimously approved the Restated Certificate of Incorporation, in the form attached to this proxy statement as Appendix A-1, and recommends that our stockholders vote “FOR” the approval of the Restated Certificate of Incorporation. For convenience of reference, a copy of the Restated Certificate of Incorporation showing the changes from our current restated certificate of incorporation, with deleted text shown in strikethrough and added or moved text shown as underlined, is attached to this proxy statement as Appendix A-2.
The affirmative vote of the holders of a majority of the outstanding shares of our capital stock entitled to vote generally in the election of directors is required to approve the Restated Certificate of Incorporation. Shares that are voted “abstain” are treated the same as shares voting “against” this proposal.
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If our stockholders approve the Restated Certificate of Incorporation, our board of directors has authorized our officers to file the Restated Certificate of Incorporation with the Delaware Secretary of State, to become effective upon acceptance by the Delaware Secretary of State. Our board of directors intends to have that filing made if, and as soon as practicable after, this proposal is approved at this annual meeting. However, even if our stockholders adopt the Restated Certificate of Incorporation, our board of directors may abandon the Restated Certificate of Incorporation without further stockholder action prior to the effectiveness of the filing of the Restated Certificate of Incorporation with the Delaware Secretary of State and, if abandoned, the Restated Certificate of Incorporation will not become effective. If the board of directors abandons the Restated Certificate of Incorporation, it will publicly disclose that fact and the reason for its determination.
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE RESTATED CERTIFICATE OF INCORPORATION.
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Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2023, by:
each of our Named Executive Officers;
each of our directors;
all of our directors and executive officers as a group; and
each stockholder known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock.
We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole dispositive power with respect to all shares beneficially owned, subject to applicable community property laws.
Applicable percentage ownership is based on 133,464,264 shares of our common stock outstanding as of March 31, 2023. The table below does not include Ms. Gessert, as her employment with the Company began after March 31, 2023. Shares of our common stock subject to stock options that are exercisable as of and within 60 days of March 31, 2023, or RSUs that may vest and settle within 60 days of March 31, 2023, are deemed to be outstanding and to be beneficially owned by the person holding the stock options or RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is c/o Upwork Inc., 475 Brannan Street, Suite 430, San Francisco, California 94107.
Name
Number of Shares
Beneficially Owned
Percentage of Shares
Beneficially Owned (%)
Named Executive Officers and Directors:
Hayden Brown(1)
1,269,331
*
Jeff McCombs(2)
97,264
*
Eric Gilpin(3)
290,373
*
Gregory C. Gretsch(4)
2,826,468
2.1
Kevin Harvey(5)
2,609,502
2.0
Thomas Layton(6)
4,120,216
3.1
Elizabeth Nelson(7)
679,096
*
Leela Srinivasan(8)
29,018
*
Gary Steele(9)
187,222
*
Anilu Vazquez-Ubarri(10)
18,928
*
All executive officers and directors as a group (10 persons)(11)
12,127,418
9.0
Other 5% Stockholders:
The Vanguard Group, Inc.(12)
11,105,458
8.3
BlackRock, Inc.(13)
8,750,581
6.6
Capital International Investors(14)
7,150,413
5.4
Baillie Gifford & Co.(15)
6,807,024
5.1
*
Less than 1%
(1)
Consists of (i) 964,430 shares of common stock, (ii) 261,709 shares of common stock subject to options that are exercisable within 60 days of March 31, 2023, and (iii) 43,192 shares of common stock subject to RSUs that vest within 60 days of March 31, 2023.
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(2)
Consists of 97,264 shares of common stock.
(3)
Consists of (i) 51,188 shares of common stock, (ii) 220,000 shares of common stock subject to options that are exercisable within 60 days of March 31, 2023, and (iii) 19,185 shares of common stock subject to RSUs that vest within 60 days of March 31, 2023.
(4)
Consists of (i) 228,899 shares of common stock held of record by Mr. Gretsch, (ii) 716,795 shares of common stock held by a trust for the benefit of Mr. Gretsch, (iii) 723,238 shares of common stock held of record in a trust for the benefit of Mr. Gretsch and his spouse, (iv) 25,944 shares of common stock held of record by a trust for the benefit of Mr. Gretsch's children, and (v) 1,131,592 shares of common stock held of record by a limited partnership controlled by Mr. Gretsch.
(5)
Consists of (i) 44,195 shares of common stock held of record by Mr. Harvey, (ii) 813,992 shares of common stock held of record by the Harvey Family Trust DTD 12/15/2000, of which Mr. Harvey is trustee, and (iii) 1,751,315 shares of common stock held of record by a limited liability company controlled by Mr. Harvey.
(6)
Consists of (i) 12,330 shares of common stock held of record by Mr. Layton, (ii) 3,971,975 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) 135,911 shares of common stock held of record by the Thomas H. Layton Separate Property Trust dtd 11/29/99, of which Mr. Layton serves as trustee.
(7)
Consists of (i) 384,096 shares of common stock held of record by the Nelson Family Trust and (ii) 295,000 shares of common stock subject to stock options held by Ms. Nelson that are exercisable within 60 days of March 31, 2023.
(8)
Represents 29,018 shares of common stock.
(9)
Consists of (i) 36,695 shares of common stock and (ii) 150,527 shares of common stock subject to options that are exercisable within 60 days of March 31, 2023.
(10)
Represents 18,928 shares of common stock.
(11)
Consists of (i) 11,137,805 shares of common stock, (ii) 927,236 shares of common stock subject to stock options that are exercisable within 60 days of March 31, 2023 held by our executive officers and directors as a group, and (iii) 62,377 shares of common stock subject to RSUs that vest within 60 days of March 31, 2023 held by our executive officers and directors as a group. Does not include Ms. Gessert, as her employment with the Company began after March 31, 2023.
(12)
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 9, 2023 by The Vanguard Group. The Schedule 13G/A indicated that The Vanguard Group had shared voting power over 203,757 shares, sole dispositive power over 10,787,378 shares, and shared dispositive power over 318,080 shares of our common stock. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(13)
Based solely on information contained in a Schedule 13G/A filed with the SEC on February 1, 2023 by BlackRock, Inc. The Schedule 13G/A indicated that BlackRock, Inc. had sole voting power over 8,612,405 shares of our common stock and sole dispositive power over 8,750,581 shares of our common stock. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(14)
Based solely on information contained in a Schedule 13G filed with the SEC on February 13, 2023 by Capital International Investors. The Schedule 13G indicated that Capital International Investors had sole voting and dispositive power over 7,150,413 shares of our common stock. The address of Capital International Investors is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.
(15)
Based solely on information contained in a Schedule 13G filed with the SEC on January 23, 2023 by Baillie Gifford & Co. The Schedule 13G indicated that Baillie Gifford & Co. had sole voting power over 5,345,049 shares of our common stock and sole dispositive power over 6,807,024 shares of our common stock. The address of Baillie Gifford & Co. is Calton Square, 1 Greenside Row, Edinburgh EH1 3AN, Scotland, UK.
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Executive Officers and Key Employees
The names, ages, and positions of our executive officers and key employees as of March 31, 2023 (except as otherwise indicated) are shown below.
Name
Age
Position
Executive Officers:
Hayden Brown
41
President, Chief Executive Officer, and Director
Erica Gessert(1)
48
Chief Financial Officer
Eric Gilpin
44
Chief Sales Officer
Key Employees:
Brian Levey
55
Chief Business Affairs and Legal Officer & Secretary
Sunita Solao(2)
47
Chief People Officer
Melissa Waters
46
Chief Marketing Officer
(1)
Ms. Gessert’s employment with the Company began on April 25, 2023.
(2)
Ms. Solao’s employment with the Company began on April 25, 2023.
Our board of directors chooses executive officers, who then serve at the discretion of our board of directors. There is no family relationship between any of the directors or executive officers and any of our other directors or executive officers.
For information regarding Ms. Brown, please refer to Proposal 1 above.
graphic
Erica Gessert has served as our Chief Financial Officer since April 2023. Prior to joining us, Ms. Gessert served in a number of senior executive finance roles for PayPal Holdings, Inc., a digital payments and commerce company, including as Chief Transformation Officer from January 2022 to March 2023, Senior Vice President of Finance & Analytics from June 2019 to January 2022, and Vice President of Finance & Analytics from March 2017 to June 2019. Before joining PayPal Holdings, Inc. in 2015, Ms. Gessert served in a variety of roles for Sprint Corporation, a communications company, from 2009 to 2014, including as Vice President of Finance Operations, Postpaid Marketing and Chief Financial Officer, Sprint Prepaid from 2013 to 2014 and as Director of Investor Relations from 2011 to 2013. From 2007 to 2009, Ms. Gessert served as Director of Investor Relations for Virgin Mobile USA, Inc., a wireless communications company. Ms. Gessert studied Economics and Philosophy at Reed College.
Erica Gessert
graphic
Eric Gilpin has served as our Chief Sales Officer since February 2022. Prior to that, Mr. Gilpin served as our Senior Vice President, Sales from April 2016 to February 2022. Prior to joining us, Mr. Gilpin served in a variety of roles for CareerBuilder, LLC, a human capital software provider and online employment website, including as President of Vertical Sales from September 2014 to March 2016, President of Staffing and Recruiting from November 2009 to September 2014, and Director of National Accounts from April 2004 to November 2009. Mr. Gilpin holds an M.B.A. from the Southern Methodist University’s Cox School of Business.
Eric Gilpin
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Key Employees
graphic
Brian Levey has served as our Chief Business Affairs and Legal Officer and Secretary since October 2017. Prior to that, Mr. Levey served as our Chief Financial Officer from June 2015 to October 2017, as well as our General Counsel and Secretary since our inception in March 2014. Mr. Levey served as Vice President, General Counsel and Secretary of oDesk from June 2013 to March 2014. Prior to joining us, Mr. Levey served in a variety of roles at eBay Inc., 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 began his legal career with Latham & Watkins LLP. Mr. Levey holds an A.B. in Economics from Stanford University and a J.D. from Stanford Law School.
Brian Levey
graphic
Sunita Solao has served as our Chief People Officer since April 2023. Previously, she served as Vice President, People at Convoy, Inc., a digital freight network company, from October 2020 to May 2022. Prior to Convoy, Ms. Solao led the People team for Airbnb, Inc.’s Homes Business Division. Ms. Solao was at Airbnb, Inc. from May 2014 to September 2020. Before joining Airbnb, Inc., Ms. Solao was at eBay Inc., a global ecommerce company, from 2009 to 2014 where she held several human resources leadership roles. Ms. Solao holds a B.E. in Chemical Engineering from the Birla Institute of Technology and Science, Pilani, an M.B.A. in Human Resource Management from the University of Wisconsin-Madison, and an M.B.A. in Human Resources Management from Symbiosis International University.
Sunita Solao
graphic
Melissa Waters has served as our Chief Marketing Officer since December 2021. Prior to joining us, Ms. Waters served as Global Vice President of Marketing, Instagram, at Meta Platforms, Inc. from June 2020 to December 2021. Prior to joining Meta, Ms. Waters served as Chief Marketing Officer at Hims and Hers Health, Inc., a telehealth company, from April 2019 to May 2020, as VP, Marketing at Lyft, Inc., from October 2016 to November 2018, and a variety of roles in brand and marketing at Pandora Media, Inc., a streaming radio service, from December 2011 to October 2016, including VP, Brand and Product Marketing. Ms. Waters holds a B.A. from the University of Houston and an M.B.A. from Babson College.
Melissa Waters
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Executive Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2022 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 former principal financial officer, and the executive officer (other than our principal executive officer and former principal financial officer) who was our most highly compensated executive officer at the end of 2022, whom we refer to collectively as our Named Executive Officers.
For 2022, our Named Executive Officers were:
Hayden Brown, our President and Chief Executive Officer, who we refer to as our CEO;
Jeff McCombs, our former Chief Financial Officer; and
Eric Gilpin, our Chief Sales Officer.
Executive Transitions During 2022
Mr. McCombs’s final day as our Chief Financial Officer was December 31, 2022. On September 21, 2022, we entered into a Transition and Separation Agreement with Mr. McCombs, which is described in more detail below.
Compensation Discussion and Analysis Roadmap
Executive Summary
Summary of our key business and performance highlights, how we determine pay, stockholder outreach and engagement, and responsiveness to feedback
Executive Compensation Philosophy and Objectives
Description of our compensation philosophy and program
Compensation-Setting Process
How the compensation committee oversees our compensation program
Compensation Elements
Summary of our compensation program components and changes for 2023
Other Compensation Elements
Information on employee arrangements, additional policies, and tax and accounting considerations
Executive Summary
Who We Are
We operate the world’s largest work marketplace that connects businesses with independent talent from across the globe, as measured by GSV. During the year ended December 31, 2022, our work marketplace enabled $4.1 billion of GSV. We serve as a powerful discovery engine for talent, helping independent professionals and agencies find rewarding, engaging, and flexible work, as well as market their services and build their book of business. Talent benefit from access to quality clients and secure and timely payments while enjoying the freedom to run their own businesses, create their own schedules, and work from their preferred locations. Moreover, talent have real-time visibility into opportunities that are in high demand so that they can invest their time and focus on developing sought-after skills. For clients, our work marketplace provides fast, secure, and efficient access to high-quality talent with more than 10,000 skills across more than 125 categories.
Talent includes independent professionals and agencies of varying sizes and is an increasingly sought-after, critical, and expanding segment of the global workforce.
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Key 2022 Business Highlights
In 2022, we generated strong operational and financial results while advancing valuable strategic initiatives. Key business highlights from 2022 include:
Performance Highlights
Growing Our Work Marketplace
GSV grew to $4.1 billion, a 16% year-over-year increase
Generating Strong Growth
Generated more than $618 million of revenue, a 23% year-over-year increase
Expanding Our Active Client Base(1)
Expanded the number of active clients by 6% year-over-year to approximately 814,000(2) while increasing GSV per active client 10% year-over-year to $5,045 in the fourth quarter of 2022
(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.
(2)
As of December 31, 2022.
Strategic Highlights
Launching a New Generation of Leadership
Continued to invest in the top talent necessary to drive our long-term success
Innovating the Work Marketplace
Developed an end-to-end solution that makes full-time hiring easily available to all clients

Launched Project Catalog Consultations and Project Tiers, Contract Workroom, MyStats, a Rate Calculator, enhancements to our Enterprise Suite, and paid promotional products such as Availability Badges and Boosted Proposals

Announced a partnership with Credly, a leading digital credential platform, to expand the number and breadth of certifications that can be verified on Upwork
Evangelizing the Work Marketplace
Increased our investment in brand marketing, underscoring our conviction that this is a moment in time in which we can influence users meaningfully. In 2023, we plan to reduce our investment in brand marketing given our efforts to become more efficient in the current macroeconomic environment

Launched our new campaign, “This Is How We Work Now,” with the goal of helping companies realize that “whom” you work with is a much more powerful work transformation than “where” work gets done

Also launched Upwork Academy to help improve and diversify the skill set of talent on the platform and announced Opportunity Unlimited to connect professionals displaced from Ukraine with remote work opportunities
Scaling the Work Marketplace
Increased the number of clients spending $1 million or more on our work marketplace by 45% compared to 2021
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We monitor GSV as a key financial and operational metric to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. GSV is an important metric because it represents the amount of business transacted through our work marketplace. Moreover, we believe revenue is the primary measure of the performance of our business, as it provides comparability against competitors and is aligned to our strategic focus on growth objectives.
graphic
2022 Core Compensation Elements
graphic
Generally, our executive compensation program consists of three principal elements—annual base salary, annual bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards:
Compensation Elements
Key Components
Objective and Alignment to Strategy
Base Salary
• Fixed cash
• Attract and retain top talent through market-competitive salary levels that are commensurate with the executive’s role and responsibility
Annual Bonus
• Variable payout based on
performance against pre-established targets
• Incentivize achievement of annual business objectives and reward short-term performance

• Compensation Program Revenue performance metric aligns
compensation with strategic growth
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Compensation Elements
Key Components
Objective and Alignment to Strategy
Long-Term Equity Incentives
• Time-based RSU awards, which vest over four-year period

• PSU awards, which are subject to both performance-based and time-based vesting requirements
• Align the interests of executives with stockholders

• Motivate long-term sustainable value creation

• Promote retention of top talent

• Incentivize achievement of annual business objectives and reward long-term performance

• Compensation Program Revenue performance metric aligns
compensation with strategic growth
Executive Compensation Policies and Practices
We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program on at least an annual basis to ensure that it is consistent with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation and related policies and practices:
Our Approach
Maintain an independent compensation committee and advisors
Conduct an annual executive compensation review
Emphasize a “pay-for-performance” philosophy
Maintain stock ownership guidelines for our Named Executive Officers and members of our board of directors
Maintain a compensation recoupment and forfeiture, or clawback, policy
Ensure succession planning
Practices We Avoid
Do not use “single-trigger” change in control benefits for our Named Executive Officers
Do not offer executive retirement plans
Prohibit hedging of our equity securities by our employees, including our Named Executive Officers, and the members of our board of directors
Do not provide reimbursements or “gross ups” for excise tax payments
Do not provide excessive perquisites for our Named Executive Officers
Advisory Vote on Named Executive Officer Compensation and Stockholder Engagement
At our 2022 annual meeting of stockholders, we held a non-binding, advisory Say-on-Pay vote on the compensation of our 2021 Named Executive Officers. Approximately 70.9% of the votes cast (for and against) approved our Say-on-Pay proposal for the 2021 fiscal year. Our board of directors noted that stockholder support for such Say-on-Pay vote was substantially lower than the 96.3% support for the Say-on-Pay vote at our annual meeting of stockholders in 2021.
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In response to the decline in support, our board of directors and management team led a dedicated effort in the second half of 2022 to engage with our largest stockholders to discuss topics related to our executive compensation program and their votes on our Say-on-Pay proposal. Our strategy, the composition of the board of directors, corporate governance, and environmental and social practices were also discussed.
The compensation committee chair and the audit committee chair participated in select meetings and engaged directly with stockholders about the foregoing topics. A summary of such stockholder outreach and engagement efforts is included in the graphic below.
Stockholder Engagement
graphic
Source: Capital IQ; representing percentage of outstanding shares as of January 17, 2023, based on the latest ownership filings.
Overall, the feedback we heard from our stockholders was supportive of our broad executive compensation practices and such stockholders did not request any significant changes to our ongoing compensation program. Nearly all of the stockholders with which we spoke that voted against our Say-on-Pay proposal in 2022 attributed their votes to the CEO Performance Award that the compensation committee granted in 2021. A summary of the CEO Performance Award can be found under the heading “Chief Executive Officer Performance Award” in our 2022 proxy statement filed with the SEC on April 19, 2022. However, most stockholders noted that they understood and supported the compensation committee’s rationale for the award: to retain and motivate our CEO amid a very competitive market for executive talent in the technology industry. Furthermore, stockholders recognized the performance criteria associated with the CEO Performance Award were very rigorous and that the award would result in realized compensation for our CEO only if stockholders also realized significant value in the form of stock price appreciation. Stockholders were clear that they did not expect us to revisit or revise the CEO Performance Award; however, some stockholders inquired about whether this type of award would be granted as a regular feature of our ordinary-course executive compensation program, noting their general opposition to one-time awards and their expectation that they be used only in rare circumstances where the compensation committee has a compelling rationale.
Stockholders also expressed support for our increase in the percentage allocation of PSU awards in our long-term incentive compensation program in 2022. This change had been made, in part, in response to stockholder feedback.
In February 2023, the compensation committee increased the percentage allocation of PSUs that comprise Mr. Gilpin’s long-term incentive compensation opportunity. The compensation committee believes this helps incentivize long-term value creation and strong financial performance and further align Mr. Gilpin’s compensation with the interests of our stockholders. Beginning in 2023, all of our Named Executive Officers' target PSU allocations will make up at least half of their overall goal long-term incentive opportunity.
Our board of directors and the compensation committee will continue to consider the result of the Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our Named Executive Officers, as we value our stockholders’ opinions. In addition, consistent with the recommendation of our board of directors and the preference of our stockholders as reflected in the non-binding, advisory vote on the frequency of future Say-on-Pay votes held at our 2020 annual meeting of stockholders, we intend to hold a Say-on-Pay vote every year. This policy will remain in effect until the next stockholder vote on the frequency of non-binding, advisory votes on the compensation of our Named Executive Officers, which is expected to be held at the 2026 annual meeting of stockholders.
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Executive Compensation Philosophy and Objectives
Our executive compensation philosophy is to provide a competitive compensation program that attracts and retains talented executives, including our Named Executive Officers, and to motivate and reward them to meet or exceed our short-term and long-term strategic objectives while simultaneously creating sustainable long-term value for our stockholders. We strive to create an executive compensation program that is competitive, rewards achievement of our strategic objectives, and aligns our executives’ interests with those of our stockholders. Consistent with this philosophy, we designed our executive compensation program to achieve the following primary objectives:
Compensation Philosophy and Objectives
We aim to attract, motivate, incentivize, and retain employees at the executive level who contribute to our long-term success
We provide competitive compensation packages to our executives
We reward the achievement of our business objectives
​We effectively align employee interests with those of our stockholders by focusing on long-term incentive compensation in the form of equity awards that correlate with the growth of sustainable long-term value for our stockholders
We structure the annual compensation of our Named Executive Officers using three principal elements: annual base salary, annual performance bonus opportunities, and long-term incentive compensation opportunities in the form of equity awards. We design our executive compensation program to balance the goals of attracting, motivating, rewarding, and retaining our Named Executive Officers with the goal of promoting the interests of our stockholders by aligning the interests of our Named Executive Officers and stockholders and linking pay with performance. We therefore seek to ensure that a meaningful portion of our Named Executive Officers’ annual target total direct compensation opportunity is “at-risk” and variable in nature.
To date, we have emphasized variable “at-risk” compensation through two separate compensation elements. First, we provide the opportunity to earn short-term incentives, either through participation in our annual performance bonus plan or, in the case of Mr. Gilpin, a sales compensation plan. The annual performance bonus plan provides payments if our Named Executive Officers produce short-term results that meet or exceed certain pre-established annual financial targets in effect as determined from time to time by us and approved by the compensation committee. The sales compensation plan for Mr. Gilpin provides payments as described in “Sales Compensation Plan for Mr. Gilpin” below. In addition, we grant PSU awards and RSU awards to our Named Executive Officers, the value of which depends on both our short-term and long-term financial performance, which influences the value of our common stock, thereby incentivizing our Named Executive Officers to build sustainable long-term value for the benefit of our stockholders.
Through the use of these variable pay elements, a substantial portion of our Named Executive Officers’ annual target total direct compensation varies based on our performance, with the value ultimately received subject to variability above or below target levels commensurate with our actual performance. We believe this compensation program design provides balanced incentives for our Named Executive Officers to meet our business objectives and drive long-term growth. The compensation committee aims to maintain an appropriate “pay-for-performance” alignment with an emphasis on long-term stockholder value creation.
We have not adopted policies or established guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. As our needs evolve and as circumstances require, we intend to reevaluate our executive compensation philosophy, primary objectives, and program design.
Finally, we use equity incentives as part of our broad-based compensation program to foster a culture of ownership and shared success among our employees. Please see page 49 of our 2022 Impact Report, which
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is available on our ESG Reports Hub on our website at upwork.com/about/our-impact/reports-hub, for details regarding the distribution of equity incentives and stock ownership across our employee base. The information contained in our 2022 Impact Report is not intended to be incorporated into this Proxy Statement.
Compensation-Setting Process
01 Annual Review
02 Discussion and
Compensation Setting
03 Ongoing Dialogue
The compensation committee conducts an annual evaluation of our executive compensation program and Named Executive Officers’ compensation to determine potential changes for the next fiscal year

Process includes reviewing compensation information for peer companies and broad-based compensation surveys to understand market compensation levels
Our CEO reviews the performance of our other Named Executive Officers based on their performance overall and against business objectives established for them for the prior year, and then shares these evaluations with, and makes recommendations to, the compensation committee

The compensation committee reviews and discusses CEO recommendations and, in consultation with the compensation consultant, sets the compensation opportunity for each Named Executive Officer
Our CEO attends meetings of the board of directors and the compensation committee at which executive compensation matters are addressed, except for discussions involving her own compensation

The compensation consultant attends the meetings of the compensation committee as requested
Role of the Compensation Committee
The compensation committee has the overall responsibility for overseeing our compensation and benefits plans, policies, and practices generally and with respect to our Named Executive Officers.
In carrying out its responsibilities, the compensation committee evaluates our compensation policies and practices for alignment with our executive compensation philosophy, develops compensation-related strategies, makes decisions that it believes further our philosophy and/or align with compensation best practices, and reviews the performance of our Named Executive Officers when making decisions about their compensation.
Each year, the compensation committee conducts an evaluation of our executive compensation program to determine if any changes are appropriate. The compensation committee also conducts an annual review of the compensation arrangements of our Named Executive Officers, typically during the first quarter of the fiscal year. The compensation committee’s authority, duties, and responsibilities are further described in its charter, which is reviewed annually by the compensation committee and revised as warranted. The charter is available in the “Investor Relations” section of our website, which is located at investors.upwork.com, by clicking on “Documents & Charters” in the “Governance” section of the website.
In making its decisions, including with respect to the compensation of our Named Executive Officers, the compensation committee retains a compensation consultant (as described in “Role of Compensation Consultant” below) to provide support in its review and assessment of our executive compensation program.
Setting Target Total Direct Compensation
Typically, during the first quarter of the fiscal year or more frequently as warranted, the compensation committee reviews the annual base salary levels, annual performance bonus opportunities, and long-term incentive compensation opportunities of our Named Executive Officers and all related performance criteria. Adjustments are generally effective at the beginning of the fiscal year or at the time of a promotion, as the case may be.
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The compensation committee does not establish a specific target for formulating the target total direct compensation opportunities of our Named Executive Officers. Instead, in consultation with its compensation consultant, Compensia, Inc., which we refer to as Compensia, the compensation committee weighs various considerations, including the following:
our executive compensation program objectives;
our performance against the financial, operational, and strategic objectives established by the compensation committee and our board of directors;
each individual Named Executive Officer’s knowledge, skills, experience, qualifications, tenure, and scope of roles and responsibilities relative to other similarly situated executives at the companies in our compensation peer group and in selected broad-based compensation surveys;
the prior performance of each individual Named Executive Officer, based on a subjective assessment of his or her contributions to our overall performance, ability to lead his or her business unit or function, and work as part of a team, all of which reflect our core values;
the potential of each individual Named Executive Officer to contribute to our long-term financial, operational, and strategic objectives;
our CEO’s compensation relative to that of our other Named Executive Officers, and compensation parity among our Named Executive Officers;
our financial performance relative to our compensation and performance peers;
the compensation practices of the companies in our compensation peer group and in selected broad-based compensation surveys and the positioning of each Named Executive Officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data; and
the recommendations of our CEO with respect to the compensation of our Named Executive Officers (except with respect to her own compensation).
These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each Named Executive Officer. No single factor is determinative in setting compensation levels, nor is the impact of any individual factor on the determination of pay levels quantifiable.
The compensation committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions with respect to our Named Executive Officers. The compensation committee believes that overreliance on benchmarking can result in compensation that is unrelated to the value actually delivered by our Named Executive Officers because compensation benchmarking does not take into account the specific performance of the Named Executive Officers or our relative size and performance.
Instead, in making its determinations, and in consultation with the compensation consultant, the compensation committee reviews compensation information for a representative group of peer companies to the extent that the executive positions at these companies are considered comparable to our executive officers’ positions and informative of the competitive environment. The compensation committee also reviews broad-based compensation surveys to understand market compensation levels. These principles and processes apply to both cash and equity-based compensation awards granted under our executive compensation program.
Role of Management
In discharging its responsibilities, the compensation committee works with members of our management, including our CEO. Our management assists the compensation committee by providing information on corporate and individual performance and management’s perspective on compensation matters. The compensation committee solicits and reviews our CEO’s proposals with respect to program structures, as
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well as our CEO’s recommendations for adjustments to annual cash compensation, long-term incentive compensation opportunities, and other compensation-related matters for our Named Executive Officers (except with respect to her own compensation) based on our CEO’s evaluation of their performance for the prior year.
At the beginning of each year, our CEO reviews the performance of our other Named Executive Officers based on their overall performance and performance against business objectives established for them for the prior year and then shares these evaluations with, and makes recommendations to, the compensation committee for each element of compensation as described above. The annual business objectives for each Named Executive Officer are developed through mutual discussion and agreement between our CEO and the Named Executive Officers and are also reviewed with our board of directors.
The compensation committee reviews and discusses our CEO’s recommendations and considers them as one factor in determining and approving our Named Executive Officers’ compensation. Our CEO also attends meetings of the board of directors and the compensation committee at which executive compensation matters are addressed, except for discussions involving her own compensation.
Competitive Positioning
The compensation committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. To assess our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies.
This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is only one of several factors that the compensation committee considers, however, in making its compensation decisions for our Named Executive Officers.
In February 2022, the compensation committee used the compensation peer group set forth below to analyze the compensation of our then-Named Executive Officers and make its initial compensation decisions for the year. This compensation peer group, which was developed in July 2021 with the assistance of Compensia after conducting a thorough review of our then-compensation peer group, was comprised of publicly traded technology companies against which we compete for executive talent. In evaluating the companies comprising the compensation peer group, Compensia specifically considered and weighed the following primary criteria, among other factors:
Primary Criteria for Peer Group Selection—July 2021
Geography and Public Company Status
Publicly traded companies primarily headquartered in the United States and traded on a major U.S. stock exchange
Industry
Software and internet companies with a focus on online marketplaces
Revenue
Similar revenue to ours–within a range of approximately 0.5x to approximately 2.0x our revenue (based on the then-last four fiscal quarters) of approximately $404 million (approximately $200 million to approximately $810 million)
Market Capitalization
Similar market capitalization to ours–within a range of approximately 0.33x to approximately 3.0x our then 30-day market capitalization of approximately $6.7 billion (approximately $2.2 billion to approximately $20.1 billion)
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As a result, the compensation committee approved an updated compensation peer group consisting of the following companies:
2022 Peer Group
Alteryx
Chegg
Q2 Holdings
Anaplan
Everbridge
Redfin
AppFolio
Fastly
Revolve Group
Appian
Fiverr International
Shutterstock
Asana
LivePerson
Smartsheet
BlackLine
Magnite
Stamps.com
CarGurus
Paylocity
Seven companies, Benefitfocus, Cars.com, EverQuote, Quotient Technology, The RealReal, TrueCar, and Yext, were removed from our compensation peer group because their market capitalization was no longer within our targeted market capitalization range; two companies, Eventbrite and TechTarget, were removed because their revenue was no longer within our targeted revenue range; and one company, Pluralsight, was removed because it had been acquired. The following 11 companies were added to our peer group on the basis of their similarity to us in size, revenue, market capitalization, and industry sector: Alteryx, Anaplan, Asana, BlackLine, Chegg, Everbridge, Fastly, Paylocity, Q2 Holdings, Revolve Group, and Smartsheet.
Upwork
2022 Peer Group Median
Total Revenue ($ millions)(1)
404
422
Market Capitalization ($ millions)(2)
6,687
6,020
(1)
Total revenue measured as of June 2021 and reflects the most recently reported four fiscal quarters.
(2)
Market capitalization measured based on the average of the 30 trading-day period ended July 13, 2021.
The compensation committee used data drawn from the companies in our compensation peer group, as well as data from a custom data cut of 68 U.S.-based software companies with revenues ranging from approximately $200 million to approximately $810 million and market capitalizations ranging from approximately $2.2 billion to approximately $20.1 billion (including peer company participants) drawn from the Radford Global Technology Survey database, to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers, including annual base salary, target annual performance bonus opportunities, and long-term incentive compensation opportunities. All of the compensation peer group companies that participate in the Radford Global Technology survey were included in the custom data cut.
This compensation peer group was used by the compensation committee for most of 2022 as a reference for understanding the competitive market for executive positions in our industry sector.
The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.
Role of Compensation Consultant
The compensation committee engages an external compensation consultant to assist it by providing information, analysis, market compensation data, and other advice for our executive compensation program and the decisions resulting from its annual executive compensation review. The compensation consultant reports directly to the compensation committee and its chair and serves at the discretion of the compensation committee, which reviews the engagement annually.
In 2022, the compensation committee again engaged Compensia to serve as its compensation consultant to advise on executive compensation matters.
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During 2022, Compensia attended the meetings of the compensation committee (both with and without management present) as requested and provided various services, which included the following:
consultation with the compensation committee chair and other members between compensation committee meetings;
review, research, and updating of our compensation peer group;
an analysis of competitive market data for our executive positions, including our Named Executive Officer positions, and an evaluation of how the compensation we pay our executives compares both to our performance and to how the companies in our compensation peer group and/or selected broad-based compensation surveys compensate their executives;
review and an analysis of the base salary levels, annual bonus opportunities, and long-term incentive compensation opportunities of our executives, including our Named Executive Officers;
an assessment of the risk profile of our executive compensation program;
an analysis of a competitive market strategy and the development of equity award guidelines for our broad-based employee population;
an executive compensation program overview;
a review of compensation for the audit committee;
an evaluation of compliance with the CEO pay ratio and the new pay versus performance disclosure requirements;
an analysis of competitive market data for the non-employee members of our board of directors and evaluation of how the compensation we pay the non-employee members of our board of directors compares to how the companies in our compensation peer group compensate the non-employee members of their boards of directors;
a review of competitive practices for stock ownership guidelines;
an update on regulatory developments and market trends; and
review of best practices in equity compensation, including strategies to mitigate the equity burn rate and reduce dilution and better utilize equity to execute on Upwork’s equity compensation goals.
The terms of Compensia’s engagement include reporting directly to the compensation committee chair. Compensia also coordinated with our management for data collection and job matching for our executives. In 2022, Compensia did not provide any other services to us.
The compensation committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during 2022. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such other factors as were deemed relevant under the circumstances, the compensation committee evaluated Compensia’s independence and determined that no conflict of interest has arisen as a result of the work performed by Compensia.
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Compensation Elements
Annual Base Salary
Annual base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each Named Executive Officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests.
Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-length negotiation at the time of hire, taking into account the individual’s position, qualifications, experience, competitive market data, and the base salaries of our other executive officers. Thereafter, the compensation committee reviews the base salaries of our Named Executive Officers each year as part of its annual compensation review, with input from our CEO (except with respect to her own base salary) and Compensia, and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a Named Executive Officer’s performance, individual contributions and responsibilities, position in the case of a promotion, target total direct compensation opportunity, and market conditions.
In February 2022, the compensation committee reviewed the annual base salaries of our then-Named Executive Officers after considering a competitive market analysis prepared by Compensia and the recommendations of our CEO (except with respect to her own base salary), as well as the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. Following this review, the compensation committee increased the annual base salary of each of our then-Named Executive Officers, largely in recognition of the highly competitive and challenging marketplace for skilled and seasoned executive officers.
Our then-Named Executive Officers’ base salaries were as follows:
Named Executive Officer
2021 Base Salary
($)
2022 Base Salary
($)
Percentage Increase
(%)
Hayden Brown
500,000
550,000
10.0
Jeff McCombs
415,000
500,000
20.5
Eric Gilpin
365,000
412,000
12.9
The 2022 Base Salary rates set forth in the table above were determined in February 2022 but retroactively effective January 1, 2022.
The base salaries paid to our Named Executive Officers during 2022 are set forth in the “2022 Summary Compensation Table” below.
Annual Performance Bonus
We use an annual performance bonus plan to motivate our employees, including our Named Executive Officers (other than Mr. Gilpin, our Chief Sales Officer, who participates in a separate sales compensation plan described in “Sales Compensation Plan for Mr. Gilpin” below), to achieve our annual business goals as reflected in our annual operating plan. Typically, our board of directors or the compensation committee approves our annual bonus plan, including the performance criteria, during the first quarter of the year. In February 2022, the compensation committee approved the 2022 performance criteria, bonus pool, and other terms under our annual performance bonus plan, the Upwork Inc. Performance Bonus Plan, which we refer to as the 2022 Performance Bonus Plan, to provide annual bonus awards for our employees, including certain of our Named Executive Officers, and set the target annual bonus opportunities for the members of our leadership team, including our Named Executive Officers, who were participants in the 2022 Performance Bonus Plan.
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The compensation committee served as the administrator of the 2022 Performance Bonus Plan. Our board of directors and the compensation committee have the authority to amend or terminate the plan at any time and for any reason, provided that any amendment, suspension, or termination of the plan will not, without a participant’s consent, alter or impair any rights or obligations under any earned award of such participant.
Target Annual Bonus Opportunities
In February 2022, the compensation committee reviewed the target annual bonus opportunities of our Named Executive Officers who were participants in the 2022 Performance Bonus Plan after considering a competitive market analysis prepared by Compensia and the recommendations of our CEO (except with respect to her own target annual bonus opportunity), as well as the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. Following this review, the compensation committee determined to maintain the percentage target annual bonus opportunities of our Named Executive Officers at their 2021 levels. Recognizing that the combination of maintaining Named Executive Officer 2021 target annual bonus opportunity percentages and increasing base salaries positioned Named Executive Officer target total cash compensation opportunities at levels that were in the top quartile of the competitive marketplace, the compensation committee determined that this result was appropriate given the highly competitive and challenging marketplace for skilled and seasoned executive officers.
Our Named Executive Officers’ target annual bonus opportunities (other than Mr. Gilpin), as determined in February 2022, were as follows:
Named Executive Officer
2022 Target Annual Bonus Opportunity
(as a percentage of base salary)
2022 Target Annual Bonus Opportunity ($)
Hayden Brown
100%
550,000
Jeff McCombs
80%
400,000
These target annual bonus opportunities were effective January 1, 2022.
Corporate Performance Criteria
In February 2022, the compensation committee selected Compensation Program Revenue as the performance measure for the 2022 Performance Bonus Plan. For this purpose, “Compensation Program Revenue” meant the sum of (i) our “managed services revenue” for the fiscal year ending December 31, 2022, which we refer to as the Performance Period, less the “costs of talent services to deliver managed services” for the Performance Period plus (ii) “marketplace revenue” for the Performance Period, in each case as reported in our Annual Report on Form 10-K filed with the SEC for our fiscal year ending December 31, 2022. The computation of the Compensation Program Revenue target achievement was to be determined in our sole discretion, as approved by the compensation committee. We used Compensation Program Revenue as the performance measure for the 2022 Performance Bonus Plan to account for clients that may switch mid-year to utilizing our managed services offering so that the achievement of bonus opportunities under our bonus plan are not impacted by the differing GAAP reporting standards for our marketplace offering, which are reported on a “net” basis under GAAP, and our managed services offering, which are reported on a “gross” basis under GAAP. As a result, participants are not able to achieve performance levels under the 2022 Performance Bonus Plan solely as a result of a client changing from our marketplace offering to managed services offerings mid-year.
Compensation Program Revenue is not a financial measure prepared in accordance with generally accepted accounting principles, which we refer to as GAAP. For more information on how we compute this non-GAAP financial measure and a reconciliation to the most directly comparable financial measure prepared in accordance with GAAP, please refer to “Appendix B: Reconciliation of Non-GAAP Financial Measures” in this Proxy Statement.
The compensation committee consistently reviews an array of potential performance measures to determine the appropriate metrics to drive and evaluate the strategic success of our business. The compensation committee selected Compensation Program Revenue as the sole performance measure for the 2022 Performance Bonus Plan because, in its view, it was most consistent with our near-term objective of driving
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revenue growth. In 2021, we used revenue as the sole performance measure for our bonus plan because revenue growth was the primary focus of our 2021 annual operating plan. Similarly, the compensation committee believed that our Compensation Program Revenue performance alone would be the best indicator of our successful execution of our business plan in 2022. For purposes of the 2022 Performance Bonus Plan, the compensation committee set the following performance levels for our Compensation Program Revenue performance for 2022:
If our Compensation Program Revenue for 2022 was at or below $538,600,000, there would be no payout under the 2022 Performance Bonus Plan;
If our Compensation Program Revenue for 2022 equaled $588,600,000, our eligible Named Executive Officers would receive a bonus payout equal to 100% of their target annual bonus opportunity under the 2022 Performance Bonus Plan;
If our Compensation Program Revenue for 2022 equaled or exceeded $638,600,000, our eligible Named Executive Officers would receive a bonus payout equal to 200% of their target annual bonus opportunity under the 2022 Performance Bonus Plan; and
Between the threshold Compensation Program Revenue performance level of $538,600,000 and the maximum performance level of $638,600,000, bonus payouts for our Named Executive Officers under the 2022 Performance Bonus Plan would be determined on a straight-line basis.
The target level for Compensation Program Revenue under the 2022 Performance Bonus Plan was greater than the Compensation Program Revenue earned for the prior fiscal year and represented an aggressive level of performance that the compensation committee believed our management team could achieve with diligent effort in the then-existing business environment. Further, the threshold performance level for the 2022 Performance Bonus Plan represented approximately a 14% year-over-year Compensation Program Revenue growth figure, which the compensation committee determined was appropriate for there to be any payout under the 2022 Performance Bonus Plan.
In the event of an acquisition the bonus payout percentage was to be determined using the most recent Compensation Program Revenue forecast for 2022, as approved by our board of directors, and the amount of the bonus was to be pro-rated based on the amount of base salary actually paid to a particular participant between the first date of fiscal year 2022 and the date of the acquisition.
Annual Bonus Plan Formula
The following formula was used to calculate the annual bonuses paid to participants under the 2022 Performance Bonus Plan:
Bonus Payment
=
2022 Base Salary
×
2022 Target
Annual Bonus
Opportunity
×
Revenue
Achievement
Percentage
For purposes of the 2022 Performance Bonus Plan:
“2022 Base Salary” meant the amount of base salary actually earned and paid to the participant during 2022, excluding (i) bonuses, commissions, overtime pay, or the value of any equity securities, or any employee benefits or other compensation paid to the participant (for example, the Section 401(k) plan employer match) and (ii) any compensation paid to a participant in respect of inactive employment by our company (for example, a leave of absence); and
“Revenue Achievement Percentage” meant the achievement of our Compensation Program Revenue target for 2022 expressed as a percentage calculated by measuring our 2022 Compensation Program Revenue on a straight-line basis between the threshold performance level of $538,600,000, where the Revenue Achievement Percentage would be zero, and the maximum performance level of $638,600,000, where the Revenue Achievement Percentage would be 200%; provided, however, that in no event was the Revenue Achievement Percentage to be greater than 200% or less than zero.
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Annual Bonus Payments
In February 2023, the compensation committee approved annual bonus awards to the participants in the 2022 Performance Bonus Plan, including our then-Named Executive Officers (other than Mr. Gilpin). Based on the 2022 performance criteria established by the compensation committee in February 2022, the compensation committee determined we achieved Compensation Program Revenue of $580.6 million, which was adversely affected by Russia’s invasion of Ukraine and our resulting decision to cease operations in Russia and Belarus early in the year, contributing to a Revenue Achievement Percentage of 84%. While this impact to our Compensation Program Revenue was significant and outside of management’s control, the compensation committee determined not to adjust the Compensation Program Revenue performance criteria under the 2022 Performance Bonus Plan or otherwise adjust the payments under the 2022 Performance Bonus Plan. Based on this Revenue Achievement Percentage, the following bonus was payable to Ms. Brown, who was our only Named Executive Officer who was a participant in the 2022 Performance Bonus Plan at the time the annual bonus awards were paid. Mr. Gilpin was not a participant in the 2022 Performance Bonus Plan as he participates in a separate sales compensation plan, which is described below, and Mr. McCombs was not eligible to receive an annual bonus award because his final day as our Chief Financial Officer was December 31, 2022, which was prior to the date on which the annual bonus awards were paid.
Named Executive
Officer
Target Annual Bonus (as a percentage of base salary)
Target Annual
Bonus ($)
Earned Annual
Bonus Award ($)
Earned Annual Bonus Award (as a percentage of base salary)
Hayden Brown
100%
550,000
462,000
84%
Sales Compensation Plan for Mr. Gilpin
As our Chief Sales Officer, Mr. Gilpin’s annual cash incentive for 2022 was based on his ability to manage our sales organization to (i) achieve our annual enterprise revenue quota and reward him for growing our enterprise accounts for the year and (ii) achieve our annual enterprise sales quota and reward him for our sales team’s enterprise bookings efforts for the year. Each of these performance incentives was weighted 50% for purposes of Mr. Gilpin’s 2022 annual cash incentive. In 2022, Mr. Gilpin’s target annual cash incentive opportunity was $412,000, which was equal to 100% of his 2022 annual base salary. In addition, each performance incentive included an additional multiplier if either enterprise revenue or enterprise bookings for the year exceeded his annual quota.
These incentive payments were to be calculated and paid quarterly based on our actual annual enterprise revenue attainment and our actual annual enterprise bookings attainment as measured against the applicable quarterly enterprise revenue and enterprise bookings quotas, respectively, for our sales organization.
Mr. Gilpin’s quarterly payment was capped at 120% of his target incentive payments in the first through third quarters, with no cap on his payments for the fourth quarter.
Mr. Gilpin’s sales compensation plan also included additional payments if our total annual enterprise revenue for the year and total annual enterprise bookings for the year exceeded our annual enterprise revenue and annual enterprise bookings quotas, respectively.
To be eligible for any payment under his annual cash incentive, Mr. Gilpin had to be employed on the last calendar day of the month for which the cash incentive payment was calculated.
We are not disclosing the target level for our annual enterprise revenue quota and annual enterprise bookings quota because we believe to do so would be competitively harmful, as it would give our competitors valuable insight into our strategic and financial planning processes. However, the target performance level for each performance incentive was increased from the target performance level from the prior year, was greater than our actual performance in the prior year, and represented an aggressive level of performance that we believed Mr. Gilpin and our sales organization could achieve with diligent effort.
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For purposes of his annual cash incentive, Mr. Gilpin’s payments were calculated based on the total revenue attributable to his enterprise accounts compared to the applicable year-to-date quota and the total enterprise bookings compared to the applicable year-to-date quota. For this purpose, achievement of the quota for each quarterly measurement period (ending March 31, June 30, September 30, and December 31, 2022, respectively) meant the enterprise revenue or enterprise bookings actually attributable to the period calculated as a percentage of the quota for the period. Mr. Gilpin’s year-to-date total quota attainment was required to be greater than 50% in order to be eligible for payment. For example, if the enterprise revenue quota for the period was $1,000 and we achieved enterprise revenue for the period of $610, Mr. Gilpin would be considered to have achieved 61% of his quota. The same formula was applicable to his annual enterprise bookings quota.
In addition, in the event that the sales organization exceeded our annual enterprise revenue quota or annual enterprise bookings quota, as the case may be, in addition to his quarterly cash incentive payment, Mr. Gilpin was eligible to receive an additional payment equal to ten times (10x) attainment over the quota for the applicable annual enterprise revenue or enterprise bookings quota, as the case may be, for each performance incentive, which we refer to as the Accelerated Payment. There was no cap on the Accelerated Payment (which was payable after the end of the year) in addition to the quarterly cash incentive payments. Further, in the event that the sales organization attained between 50% and 100% of our annual enterprise revenue quota or annual enterprise bookings quota, as the case may be, Mr. Gilpin’s payment was subject to a decelerator equal to two times (2x) of each dollar not generated toward the applicable annual enterprise revenue or enterprise bookings quota, as the case may be.
In 2022, Mr. Gilpin earned an annual cash incentive payment under his sales compensation plan in the aggregate amount of $269,568, based on our actual total enterprise revenue performance and our actual enterprise bookings performance as measured against our enterprise revenue and enterprise bookings quotas for 2022. Mr. Gilpin’s annual cash incentive payment equaled approximately 65% of his 2022 target annual cash incentive opportunity.
The annual bonuses and sales compensation awarded to our Named Executive Officers for 2022 are set forth in the “2022 Summary Compensation Table” below.
Long-Term Incentive Compensation
We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. We use equity awards to incentivize and reward our Named Executive Officers for long-term corporate performance based on the value of our common stock and, thereby, to align the interests of our Named Executive Officers with those of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our Named Executive Officers to create long-term value for our stockholders. Equity awards also help us retain and reward qualified executives in a competitive market. Typically, we have granted equity awards to our Named Executive Officers as part of the compensation committee’s annual review of our executive compensation program.
For 2022, the compensation committee sought to retain, motivate, and reward our Named Executive Officers for long-term increases in the value of our common stock and, thereby, to align their interests with those of our stockholders, using both RSU awards with time-based vesting requirements that may be settled for shares of our common stock and PSU awards with performance-based vesting requirements and time-based vesting requirements that, if earned, may be settled for shares of our common stock. We grant RSU awards because they enable us to incentivize and retain our Named Executive Officers using fewer shares of our common stock than would be necessary if we used stock options and because they have value to the recipient even in the absence of stock price appreciation. In 2022, we also granted PSU awards to our Named Executive Officers to enable them to earn shares of our common stock based on certain pre-established Compensation Program Revenue targets in respect of our year ended December 31, 2022, as described below in the section titled “February 2022 Equity Awards,” as well as continued service.
To date, the compensation committee has not applied a rigid formula in determining the size and form of the equity awards to be granted to our Named Executive Officers. Instead, in making these decisions, the
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compensation committee has exercised its judgment as to the amount and form of the awards. The compensation committee considers the retention value of the equity compensation held by the Named Executive Officer, the cash compensation received by the Named Executive Officer, a competitive market analysis prepared by Compensia, the recommendations of our CEO (except with respect to her own equity awards), the amount of equity compensation held by the Named Executive Officer (including the current economic value of his or her unvested equity and the ability of these unvested holdings to satisfy our retention objectives), as well as the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. Based upon these factors, the compensation committee has exercised its judgment to determine the size of each award at levels it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.
February 2022 Equity Awards
In February 2022, the compensation committee approved long-term incentive compensation opportunities in the form of equity awards for our Named Executive Officers in amounts that it considered to be consistent with our compensation philosophy and desired market positioning. The number of shares of our common stock subject to the RSU awards and the target number of shares subject to the PSU awards granted to our Named Executive Officers (viewed in the aggregate by value) was determined by the compensation committee based on its consideration of the factors described above. In 2022, the target number of PSUs comprised 60% of the total long-term incentive compensation opportunity of our Chief Executive Officer and 40% of the total long-term incentive compensation opportunities of Messrs. McCombs and Gilpin.
The equity awards granted to our Named Executive Officers in February 2022 were as follows:
Named Executive
Officer
Restricted Stock
Unit Awards
(number of shares)
Performance Stock
Unit Awards
(target number of units)
Performance Stock
Unit Awards
(maximum number of units)
Hayden Brown
121,765
182,648
365,296
Jeff McCombs