UPWORK, INC
For the period ended Jun 4, 2026. Filed Apr 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2026 · Filed Apr 23, 2026
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.
2026 Annual Meeting Information
| Date and Time | Web Address | Record Date | ||
| June 4, 2026 8:00 a.m. Pacific Time | www.virtualshareholdermeeting.com/UPWK2026 | April 9, 2026 | ||
|---|---|---|---|---|
Proposals and Voting Recommendations
| Items of Business · Board Recommendation · Page | |||
|---|---|---|---|
| Proposal 1 | Election of Claire Bramley, David Lissy, and Gary Steele as Class II directors to serve until the 2029 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 2026 | FOR | 39 |
| Proposal 3 | Advisory vote to approve named executive officer compensation | FOR | 41 |
| Proposal 4 | Advisory vote on the frequency of future advisory votes to approve named executive officer compensation | ONE YEAR | 42 |
2025 Business Highlights
The Upwork family of companies connects businesses with global, AI-enabled talent across every on-demand work type,
including freelance, agency, fractional, and payrolled. 2025 marked the year we rebuilt the Upwork Marketplace for the
age of human-plus-AI collaboration and launched Lifted, our wholly owned subsidiary that provides a purpose-built
solution for enterprise organizations to source, contract, manage, and pay talent across the full spectrum of contingent
work. In 2025, we delivered on our commitment to return to GSV growth while also achieving record annual revenue and
profitability.
| $248.3M | $223.1M | 15% | 29% |
|---|---|---|---|
| cash provided by operating activities(compared to $153.6M in 2024) | free cash flow2(compared to $139.1M in 2024) | profit margin(-1,337 bps year-over-year)1 | adjusted EBITDA margin2(+685 bps year-over-year) |
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(1)Net income and profit margin for the year ended December 31, 2024, include a non-cash income tax benefit of $140.3 million related to the
release of a valuation allowance on certain deferred tax assets.
(2)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.”
2025 Performance Highlights
Achieved record full-year revenue of $787.8 million
Recorded net income of $115.4 million, or 15% profit margin, and record adjusted EBITDA of $225.6 million, or 29% adjusted EBITDA margin1
Returned to GSV growth, with GSV increasing 1% from 2024, primarily driven by the expansion of Lifted and customer experience improvements
GSV per active client grew 7% year-over-year as of December 31, 2025, reaching an all-time high of $5,129
Repurchased and subsequently retired $136.0 million of our outstanding common stock
2025 Strategic Highlights
Continued to develop the world’s human and AI-powered work marketplace, embedding more AI functionality in the Upwork Marketplace and continuing to advance Uma, Upwork’s Mindful AI
Scaled Upwork Business Plus, our purpose-built offering for small- and medium-sized businesses, or SMBs
Launched Lifted, our wholly owned subsidiary purpose-built to serve enterprise clients
Lifted acquired Bubty B.V, a Netherlands-based platform supporting enterprise management of contingent workforce solutions, and Ascen Inc., a tech-enabled employer of record company specifically designed for the contingent labor space, to enhance Lifted’s enterprise offerings
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 2025 Stockholder Engagement
| Contacted | Engaged | Director participation | ||
| 53%of outstanding shares | 42%of outstanding shares | 72%of engaged 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.”
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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, with the goal of creating sustainable long-term value for our stockholders.
Core Elements of 2025 Executive Compensation
The following table summarizes the core elements of our executive compensation program for 2025:
| 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’ experiences, roles, responsibilities, performance, and expected contributions to our business |
| Short-Term Incentives | Annual Performance Bonus | •Adjusted EBITDA (75%)(1)•Revenue (25%)•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 2025 business strategy to deliver enhanced profitability while setting the foundation for durable growth in future years•Hold executives accountable for personal performance with individual performance adjustment(2) |
| Long-Term Incentives | Performance Stock Units, or PSUs | •Adjusted EBITDA margin (100%)(1) •Multiplier based on relative TSR vs. benchmark index (up to +50%)(3) | •Up to 50% vest based on performance across 2025 and 2026•Up to 50% vest based on performance across 2025, 2026 and 2027 | •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 deliver enhanced profitability while setting the foundation for durable growth in future years |
| Restricted Stock Units, or 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 |
(2)The individual performance adjustment is not applicable to our CEO, who is ultimately responsible for, and therefore whose performance is
(3)Relative total stockholder return, or TSR, multiplier based on compound annual growth rate, or CAGR, of Upwork’s TSR relative to a
benchmark index. See “Executive Compensation—2025 Compensation Targets and Outcomes—2025 Long-Term Incentive Compensation”
for more information.
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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 the following:
| 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 |
| Right to Cure | We provide a cure process for certain deficiencies in director nomination notices submitted by stockholders |
| 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 |
| Cybersecurity Risk Oversight | Our audit, risk and compliance committee, which we refer to as our audit committee, reviews matters relating to cybersecurity and data privacy and receives quarterly cybersecurity-related updates from our Chief Information Security Officer, or CISO, including at least one update to the full board of directors each year |
| AI Risk Oversight | Our audit committee is responsible for overseeing AI-related risks 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 |
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Our Impact Priorities
We believe that operating in a responsible and sustainable way will drive long-term value creation. Our sustainability and
impact strategy is built around the following focus areas:
Economic Opportunity
Our workforce solutions empower clients and talent to work together and build prosperity
Team Enablement
We are committed to cultivating a workplace that enables all team members to be dynamic experts in their fields
Environment
We are focused on reducing our environmental footprint and building a more sustainable future of work
Trust and Ethics
We are committed to upholding integrity, transparency, and ethical business practices
For more information on our sustainability and impact programs and performance, see “Corporate Governance—Board
Oversight—Sustainability and Impact” below and our 2025 Impact Report, which is available in the Sustainability Reports
Hub on our website atupwork.com/about/our-impact/reports-hub.
1 Figures include Ms. Bramley and Mr. Lissy and exclude Mses. Srinivasan and Vazquez-Ubarri. 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.
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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.1 See “Proposal 1: Election of
Directors” for more information about our directors and director nominees.
| Technology and Innovation | Strategic Planning and Transformation | Go-to-Market | Human Capital Management | Finance and Capital Allocation | Executive Leadership |
|---|---|---|---|---|---|
| 7 of 8 directors | 8 of 8 directors | 7 of 8 directors | 7 of 8 directors | 8 of 8 directors | 8 of 8 directors |
| Cybersecurity | International Business | Risk Management and Compliance | Other Public Company Board Service | Corporate Sustainability and Impact |
|---|---|---|---|---|
| 5 of 8 directors | 8 of 8 directors | 5 of 8 directors | 7 of 8 directors | 4 of 8 directors |
58 YearsAverage
5 YearsAverage
| 2026 Director Nominees | |||||||
|---|---|---|---|---|---|---|---|
| Upwork Board Committees | |||||||
| Name · Occupation · Age · Director Since · Independent · Other Public Company Boards · Audit · Comp · Nom & Gov | |||||||
| Claire Bramley | CFO, Xero | 48 | N/A | ✓ | — | * | |
| David Lissy | Former CEO, Bright Horizons | 60 | N/A | ✓ | 1 | * | |
| Gary Steele | CEO, Shield AI | 63 | 2018 | ✓ | 1 | Chair | |
- If elected, Ms. Bramley and Mr. Lissy will serve as members of the audit committee immediately following the Annual Meeting.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.