UPWORK INC
For the period ended Jun 5, 2025. Filed Apr 25, 2025.
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Jun 5, 2025 · Filed Apr 25, 2025
Contents
PROXY STATEMENT 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.
2025 Annual Meeting Information
| Date and Time | Web Address | Record Date |
|---|---|---|
| Thursday, June 5, 20258:00 a.m. Pacific Time | www.virtualshareholdermeeting.com/UPWK2025 | April 10, 2025 |
Proposals and Voting Recommendations
| Items of Business · Board Recommendation · Page | ||||
|---|---|---|---|---|
| Proposal 1 | Election of Thomas Layton, Dana L. Evan, and Kevin Harvey as Class I directors to serve until the 2028 annual meeting of stockholders | ✓ | FOR each nominee | 24 |
| Proposal 2 | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025 | ✓ | FOR | 40 |
| Proposal 3 | Advisory vote to approve named executive officer compensation | ✓ | FOR | 42 |
2024 Business Highlights
We operate the world’s largest work marketplace that connects businesses with independent talent from across the globe,
as measured by GSV. 2024 was a year of transformation for Upwork, and we achieved record performance in the face of
a challenging macroeconomic environment, with full-year revenue, net income, and adjusted EBITDA reaching all-time
highs. Our 2024 results are a reflection of our strong execution driving durable, profitable growth, bringing new AI
innovations to market, and building long-term stockholder value.
$153.6M cash provided
by operating activities
(compared to $52.7M in 2023)
$139.1M free
cash flow 1
(compared to $39.4M in 2023)
28% profit margin
(+2,122 bps year-over-year)
22% adjusted
EBITDA margin 1
(+1,117 bps year-over-year)
2 2025 Proxy Statement
2024 Performance Highlights
Achieved all-time high profitability, with 28% profit margin and 22% adjusted EBITDA margin1
Recorded 12% year-over-year revenue growth compared to year-over-year declines for the broader staffing industry
Take rate increased to 19.2% from 16.6% in 2023
AI was one of the fastest-growing major categories on our work marketplace, with GSV from AI-related work growing 60% year-over-year
Ads & monetization products continued to provide a revenue tailwind while enhancing marketplace quality, efficiency, and take rate
Repurchased $100 million of our outstanding shares and obtained authorization to repurchase up to $100 million of additional shares
2024 Strategic Highlights
Launched UmaTM, Upwork’s Mindful AI, a conversational work companion designed to improve customer productivity and outcomes
Acquired Objective AI, Inc., an AI-native search-as-a-service company, to further enhance our core search and match performance, strengthen our AI and machine learning teams, and continue to uplevel multi-modal capabilities for UmaTM
Introduced Upwork Business Plus plan, providing an Enterprise-like value proposition on our work marketplace to better serve larger clients
Executed a restructuring plan intended to continue our profitable trajectory, increase efficiency, and accelerate innovation for our customers, which we refer to as the Restructuring Plan
(1)Adjusted EBITDA, adjusted EBITDA margin, and free cash flow are not prepared in accordance with, and are not alternatives to, financial
measures prepared in accordance with GAAP. An explanation of non-GAAP financial measures and reconciliations to their most directly
comparable GAAP financial measures can be found in “Appendix A: Reconciliation of Non-GAAP Financial Measures.”
Stockholder Engagement
Our board of directors and management team value the perspective of our stockholders. As part of our year-round
stockholder engagement program, members of our board of directors and management directly engage with our
stockholders on matters such as our business and performance, executive compensation, corporate governance, and
sustainability and impact practices so that we can understand stockholders’ views and expectations and share our
perspectives on these important subjects.
Fall 2024 Stockholder Engagement
| Contacted holders ofapproximately54%of outstanding shares | Engaged holders ofapproximately49%of outstanding shares | Director participation forapproximately49%of outstanding shares |
|---|
For information on recent actions taken in response to stockholder feedback on our executive compensation, corporate
governance, and sustainability and impact practices, see “Corporate Governance—Stockholder Engagement” and
“Executive Compensation—Executive Summary—Stockholder Engagement on Compensation.”
Executive Compensation Overview
Executive Compensation Philosophy
Our executive compensation philosophy is to provide a competitive compensation program that attracts and retains
talented executives, including our NEOs, whom we identify in “Compensation Discussion and Analysis,” and that aligns
their economic interests with those of our stockholders by motivating and rewarding the achievement of our short- and
long-term business objectives, thereby creating sustainable long-term value for our stockholders.
Core Elements of 2024 Executive Compensation
The following table summarizes the core elements of our executive compensation program for 2024. The 2024
compensation structure reflects a number of improvements made by our compensation committee intended to enhance
our executive compensation program, respond to feedback received during our 2023 stockholder engagement campaign,
and align executive compensation with our 2024 strategic focus on durable, profitable growth. Key changes for 2024 were
previewed to stockholders and included introducing new profitability-based metrics for our long- and short-term incentive
plans and granting PSUs that measure profitable growth over multi-year periods. For more information, see “Executive
Compensation—Executive Summary—Stockholder Engagement on Compensation.”
| Element | Performance Criteria | Performance and Vesting Periods | Objectives | |
|---|---|---|---|---|
| Cash | Annual Base Salary | •Alignment of base salary and performance evaluated annually | •Ongoing | •Attract and retain top talent through market-competitive salary levels that are commensurate with our executives’ experience, roles, responsibilities, and expected contributions to our business |
| Short-Term Incentives | Annual Performance Bonus | •Revenue (50%)•Adjusted EBITDA (50%)(1)•GSV modifier (up to 20%)•Individual performance adjustment (up to +/-20%)(2) | •One-year performance period | •Incentivize achievement of annual business objectives and reward short-term performance•Align compensation with 2024 business strategy to pursue durable, profitable growth•Hold executives accountable for personal performance with individual performance adjustment(2) |
| Long-Term Incentives | Performance Stock Units, which we refer to as PSUs | •Combined Financial Target Percentage, which is the sum of:◦Year-over-year revenue growth percentage◦Adjusted EBITDA margin(1) | •Multi-year performance period, with up to 50% vesting based on performance in each of 2025 and 2026 | •Align the economic interests of our executives with long-term interests of our stockholders•Incentivize achievement of multi-year business objectives and reward sustained performance•Motivate long-term sustainable value creation•Promote retention of top talent•Align compensation with business strategy to pursue durable, profitable growth |
| Restricted Stock Units, which we refer to as RSUs | •Service-based vesting | •Four-year quarterly vesting | •Align the economic interests of our executives with long-term interests of our stockholders•Motivate long-term sustainable value creation•Promote retention of top talent |
(1)Adjusted EBITDA and adjusted EBITDA margin are not prepared in accordance with, and are not alternatives to, financial measures prepared
in accordance with GAAP. An explanation of non-GAAP financial measures and reconciliations to their most directly comparable GAAP
financial measures can be found in “Appendix A: Reconciliation of Non-GAAP Financial Measures.”
(2)The individual performance adjustment is not applicable to our CEO, who is ultimately responsible for, and therefore whose performance is
measured solely on, company performance.
4 2025 Proxy Statement
Corporate Governance Highlights
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. Key elements of our corporate governance practices include thefollowing:
| One Share Equals One Vote | We have a single class of shares with equal voting rights |
|---|---|
| Robust Stockholder Engagement | We employ a year-round stockholder engagement program, including participation by members of our board of directors, to regularly engage with our investors on important subjects |
| 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 | 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 President and Chief Executive Officer, who we refer to as our CEO |
| Annual Board Evaluation | Our board of directors and the committees of our board of directors conduct self-evaluations at least annually to assess performance, including one-on-one interviews with outside counsel |
| 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. The committee is supported by our Sustainability and Impact team, which is responsible for engaging key stakeholders and strengthening our sustainability and impact performance |
| AI Risk Oversight | Our audit, risk and compliance committee, which we refer to as our audit committee, is responsible for overseeing risks related to the misuse of AI as part of our broader enterprise risk management process |
| 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 risks |
| Clawback Policy | We maintain a compensation recovery policy, which we refer to as our Clawback Policy, for our executive officers that requires recoupment of certain incentive-based compensation in the event we adjust or restate our financial statements and that permits further discretionary recoupment of compensation paid to our executive officers and certain other employees in certain circumstances |
Our Impact Priorities
We believe that doing what is right for our stakeholders and the planet is also right for our business. Our sustainability and
impact strategy is built around the following focus areas:
Team Enablement
Economic Opportunity
Environment
Trust and Ethics
For more information on our sustainability and impact programs and performance, see “Corporate Governance—Board
Oversight—Sustainability and Impact” below and our 2024 Impact Report, which is available in the Sustainability Reports
Hub on our website atupwork.com/about/our-impact/reports-hub.
3 As of March 31, 2025. Figures include Ms. Evan and Mr. Kelman and exclude Mr. Gretsch and Ms. Nelson. Tenure 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.
6 2025 Proxy Statement
Board Composition and Director Expertise, Experience, and Attributes
Our board of directors comprises a mix of directors with complementary expertise, experience, and attributes, and our
commitment to creating an inclusive culture is reflected at the top with our board of directors.3 See “Proposal 1: Election of
Directors” for more information about ourdirectors and director nominees.
| 2025 Director Nominees | |||||||
|---|---|---|---|---|---|---|---|
| Other Public Company Boards · Upwork Board Committees | |||||||
| Name | Occupation | Age | Director Since | Independent | Audit | Comp | Nom & Gov |
| Thomas Layton(Chairperson) | Former CEO, OpenTable | 62 | 2014 | ✓ | — | C | |
| Dana L. Evan | Former CFO,VeriSign | 65 | N/A | ✓ | 2 | * | |
| Kevin Harvey | Founder and General Partner, Benchmark Capital | 60 | 2014 | ✓ | — | ✓ | |
56 YearsAvg Age
5 YearsAvg Tenure
- If elected, Ms. Evan will serve as the chair of the audit committee effective immediately following the Annual Meeting.
| Items of Business · Board Recommendation · Page | ||||
|---|---|---|---|---|
| Proposal 1 | Election of Thomas Layton, Dana L. Evan, and Kevin Harvey as Class I directors to serve until the 2028 annual meeting of stockholders | ✓ | FOR each nominee | 24 |
| Proposal 2 | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025 | ✓ | FOR | 40 |
| Proposal 3 | Advisory vote to approve named executive officer compensation | ✓ | FOR | 42 |
| Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||||
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON THURSDAY, JUNE 5, 2025: THE PROXY STATEMENT
AND ANNUAL REPORT ARE AVAILABLE ATwww.proxyvote.com
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