Upwork, INC DEF 14A Filing

Ticker: UPWK · Form: DEF 14A · Filed: Apr 23, 2024 · CIK: 1627475

Sentiment: neutral

Filing Stats: 4,305 words · 17 min read · ~14 pages · Grade level 19.9 · Accepted 2024-04-23 09:15:18

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 37 Majority Voting Standard for Director Elections and Director Resignation Policy 11 EXECUTIVE OFFICERS AND KEY EMPLOYEES 39 Independence of Directors 12

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 42 Committees of Our Board of Directors 12 Letter from the Compensation Committee 42 Management Succession Planning 14 Compensation Discussion and Analysis 44 Oversight of Corporate Strategy 14 Report of the Compensation Committee 73 Stockholder Engagement 14 2023 Summary Compensation Table 73 Compensation Committee Interlocks and Insider Participation 17 2023 Grants of Plan-Based Awards Table 74 Board and Committee Meetings and Attendance 17 Outstanding Equity Awards at 2023 Fiscal Year-End Table 75 Board Attendance at Annual Meeting of Stockholders 17 2023 Stock Option Exercises and Stock Vested Table 76 Communication with Directors 17 Potential Payments upon Termination or Change in Control 76 Code of Business Conduct and Ethics 17 Pay Versus Performance 78 Sustainability and Impact Strategy and Notable Accomplishments 17 Limitations on Liability and Indemnification Matters 82 Sustainability and Impact Oversight 20 CEO Pay Ratio Disclosure 82 Human Capital Management 20 EQUITY COMPENSATION PLAN INFORMATION 83 NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS 22 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 84 Nomination to the Board of Directors 22 Indemnification Agreements 84 Director Qualifications 22 Review, Approval, or Ratification of Transactions with Related Parties 84 Board Evaluations and Refreshment 22 REPORT OF THE AUDIT, RISK AND COMPLIANCE COMMITTEE 85 PROPOSAL 1: ELECTION OF DIRECTORS 24 FREQUENTLY ASKED QUESTIONS 86 Director Nominees 24 OTHER MATTERS 93 Continuing Directors 26 APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES A-1 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," o

Forward-Looking Statements

Forward-Looking Statements 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, 2023 and our subsequently filed Quarterly Reports on Form 10-Q. In addition, forward-looking and other statements in this Proxy Statement may also address our corporate responsibility and sustainability and impact progress, plans, and goals. The inclusion of such statements is not an indication that these matters are necessarily material for the purposes of complying with or reporting pursuant to U.S. securities laws and regulations, even if we use the word "material" or "materiality" in this Proxy Statement. Certain of our disclosures are informed by various third-party frameworks, in addition to stakeholder expectations. However, we cannot guarantee strict adherence to framework recommendations, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control. Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you

Executive Compensation Philosophy

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 " 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.

Executive Compensation Overview

Executive Compensation Overview Core Elements of 2023 Executive Compensation Element Objectives Cash Annual Base Salary Attract and retain top talent through market-competitive salary levels that are commensurate with our executives' roles, responsibilities, and expected contributions to our business Short-Term Incentives Annual Performance Bonus Incentivize achievement of annual business objectives and reward short-term performance Align compensation with business strategy through use of performance metric based on revenue growth, which was considered our most important financial objective for 2023 when compensation was set in February 2023 Hold executives accountable for personal performance with +/- 20% individual performance adjustment (1) Long-Term Incentives Performance-based Performance Stock Units, which we refer to as PSUs Align the economic interests of our executives with long-term interests of our stockholders Incentivize achievement of annual business objectives and reward long-term performance Motivate long-term sustainable value creation Promote retention of top talent Align compensation with business strategy through use of performance metric based on revenue growth, which was considered our most important financial objective for 2023 when PSUs were granted in February 2023 Time-based Restricted Stock Units, which we refer to as RSUs 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) 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 2024 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 mana

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