DEF 14A of Upwork, Inc, Apr 25, 2025

DEF 14A of Upwork, Inc

Filed Apr 25, 2025 · FY20240001627475-25-000025

Open on EDGAR

  1. Board Composition and Director Expertise, Experience, and Attributes

    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 our directors and director nominees.

  2. Board Composition and Director Expertise, Experience, and Attributes

    | 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 | ✓ | — | | | ✓ |

  3. Board Composition and Director Expertise, Experience, and Attributes

    | 56 Years Avg Age |

  4. Board Composition and Director Expertise, Experience, and Attributes

    | 5 Years Avg Tenure |

  5. Board Composition and Director Expertise, Experience, and Attributes

    * If elected, Ms. Evan will serve as the chair of the audit committee effective immediately following the Annual Meeting.

  6. Board Composition and Director Expertise, Experience, and Attributes

    | | 2025 Proxy Statement 7 |

  7. Board Composition and Director Expertise, Experience, and Attributes

    | 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. | | | | |

  8. Board of Directors

    Board of Directors •Reviews strategic and operational risk through materials distributed prior to each regular board meeting and through discussions and reports from management at each meeting •Receives reports on all significant committee activities at each regular board meeting •Evaluates the risks inherent in significant transactions

  9. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Our board of directors currently consists of eight directors 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 I and nominees for election as Class I directors will stand for election at the Annual Meeting. The terms of office of directors in Class II and Class III do not expire until the annual meetings of stockholders held in 2026 and 2027, respectively. Gregory C. Gretsch will retire from our board of directors as of the date of the Annual Meeting. In addition, Elizabeth Nelson will not stand for re-election at the Annual Meeting. At the recommendation of our nominating and governance committee, our board of directors proposes that each of Thomas Layton, Dana L. Evan, and Kevin Harvey be elected as a Class I director for a three-year term expiring at the 2028 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. In connection with Mr. Gretsch’s retirement from the board of directors, on April 22, 2025, the board of directors, at the recommendation of the nominating and governance committee, appointed Glenn Kelman to serve as a Class III director effective as of the date of the Annual Meeting. 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 three directors. Stockholders may not cumulate votes for the election of directors.

  10. OUR BOARD OF DIRECTORS RECOMMENDS

    OUR BOARD OF DIRECTORS RECOMMENDS

  11. A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

  12. A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | | 2025 Proxy Statement 25 |

  13. Director Nominees

    Director Nominees Information about the nominees for election as directors at the Annual Meeting is set forth below as of March 31, 2025.

  14. Class I Director Nominees

    Class I Director Nominees

  15. Class I Director Nominees

    | Thomas Layton Independent Chairperson | Board Committees: Nominating and Governance (Chair) | Director Since: 2014 | Age: 62 | | | | | | | | Experience: •oDesk Corporation (merged with Elance in 2024; rebranded as Upwork in 2015) ◦Chairperson (2011 – 2014) ◦Director (2006 – 2014) •Metaweb Technologies Inc. (acquired by Google in 2010), data infrastructure company ◦Chief Executive Officer (2007 – 2010) •OpenTable Inc. (Nasdaq: OPEN), online restaurant reservation company ◦Chief Executive Officer •CitySearch, Inc., online city guide company ◦Co-Founder, President and Chief Operating Officer •Boston Consulting Group, global management consulting firm ◦Associate Consultant Select Skills and Qualifications: •Strategic Planning and Transformation: demonstrated by his leadership at companies in multiple sectors through early stage to acquisition or IPO, managing significant organic growth. For example, as CEO of OpenTable, Mr. Layton oversaw the expansion from 500 restaurant partners to over 7,000 and the growth of online reservations to over two million per month. •Technology and Innovation: gained through a long and successful career of leading and developing internet businesses and leveraging innovation to drive business growth and boost revenue as both an executive and board member. •Finance and Capital Allocation: developed through his extensive executive leadership of many companies, balancing growth initiatives with profitability, maximizing returns on investments, and determining how best to invest funds to drive long-term value. Further demonstrated by his experience serving on the boards of companies that were successfully acquired. Education: •B.S., University of North Carolina at Chapel Hill •M.B.A., Stanford Graduate School of Business | | | | Prior Public Company Board Experience: •OpenTable Inc. (Nasdaq: OPEN) (acquired by the Priceline Group in 2014), online restaurant reservation company (1999 – 2014) •Ancestry.com Inc. (Nasdaq: ACOM) (acquired by Permira in 2012), online genealogy company (2009 – 2012) Other Affiliations: •Director, Capsule Inc., online pharmacy company •Director, Just Appraised Inc., tax assessment software company •Director, SwiftComply Inc., compliance management software company •Director, Wholesail Inc., payments software company | | | |

  16. Class I Director Nominees

    | 26 2025 Proxy Statement | |

  17. Class I Director Nominees

    | Dana L. Evan Independent | Board Committees: Audit, Risk and Compliance (Chair)* | Director Since: N/A | Age: 65 | | | | | | | | Experience: •Icon Ventures, venture capital firm ◦Venture Partner (2013 – 2020) •VeriSign, Inc. (Nasdaq: VRSN), internet and telecommunications infrastructure company ◦Chief Financial Officer (1996 – 2007) Select Skills and Qualifications: •Finance and Capital Allocation: gained through her tenure as a certified public accountant and over 25 years of executive leadership in global finance and operations management in the technology and media sectors. As the founding CFO of Verisign, she was instrumental in leading the company from a venture-backed startup to a leading global provider of critical internet infrastructure. •Strategic Planning and Transformation: demonstrated by her long and successful career investing in and serving on the board of companies in the internet, technology and media sectors, including nearly seven years as a venture partner at Icon Partners investing in early startup technology companies. •Risk Management and Compliance: acquired through nearly 20 years of service as a director for public and private companies, including as a member or chair of audit, nominating and governance, and compensation committees, and as lead independent director. Ms. Evan was recognized by the National Association of Corporate Directors as the 2019 Director of the Year. Education: •B.S., Commerce, Santa Clara University •C.P.A. (inactive) * If elected, Ms. Evan will serve as the chair of our audit committee. | | | | Other Public Company Directorships: •Box, Inc. (NYSE: BOX), intelligent content management company (since 2011) •Nextdoor Holdings, Inc. (NYSE: KIND), neighborhood social networking platform (since 2023) Prior Public Company Board Experience: •Farfetch Limited (NYSE: FTCH) (acquired by Coupang in 2024), luxury fashion technology platform (2015 – 2023) •Momentive Global Inc. (formerly SurveyMonkey) (Nasdaq: MNTV) (acquired by Symphony Technology Group in 2023), online agile experience management company (2012 – 2023) •Domo, Inc. (Nasdaq: DOMO), business intelligence tools and data visualization company (2018 – 2023) •Proofpoint, Inc. (Nasdaq: PFPT) (acquired by Thoma Bravo in 2021), cybersecurity company (2008 – 2021) •Criteo S.A. (Nasdaq: CRTO), advertising company (2013 – 2017) •Everyday Health, Inc. (NYSE: EVDY) (acquired by Ziff Davis in 2016), digital health and wellness company (2009 – 2016) •Fusion-io, Inc. (NYSE: FIO) (acquired by SanDisk Corporation in 2014), flash memory technology company (2011 – 2014) •Omniture, Inc. (Nasdaq: OMTR) (acquired by Adobe Systems Incorporated in 2009), online marketing and web analytics company (2006 – 2009) Other Affiliations: •Director, Motive Technologies Inc., AI software platform company for physical operations •Director, Pendo.io Inc., software experience management platform company | | | |

  18. Class I Director Nominees

    | | 2025 Proxy Statement 27 |

  19. Class I Director Nominees

    | Kevin Harvey Independent | Board Committees: Nominating and Governance | Director Since: 2014 | Age: 60 | | | | | | | | Experience: •Benchmark Capital, venture capital firm ◦Founder and General Partner (since 1995) •oDesk Corporation (merged with Elance in 2014; rebranded as Upwork in 2015) ◦Director (2006 – 2014) •Approach Software Corporation (acquired by The Lotus Development Corporation in 1993), software company ◦Founder, President and Chief Executive Officer •StyleWare Inc. (acquired by Claris Corporation, a subsidiary of Apple, in 1988), software company ◦Founder Select Skills and Qualifications: •Finance and Capital Allocation: gained by founding two companies that were successfully acquired and through his nearly 30-year career as a founder and partner of a leading early-stage venture capital firm with a strong track record as an early backer of many of the most transformative technology companies of the past several decades, including eBay, Snapchat, Red Hat, and Uber. •Strategic Planning and Transformation: recognized as a seasoned entrepreneur, Mr. Harvey has experience as a founder, executive, and investor in numerous startups, many of which have gone on to be publicly traded or reached successful M&A exits. •Technology and Innovation: demonstrated by his significant experience as a founder of successful software companies, including StyleWare, which pioneered integrated software for Apple, and as an investor in many startups in the software, infrastructure, mobile, and consumer industries. Education: •B.S., Engineering, Rice University | | | | Prior Public Company Board Experience: •Proofpoint, Inc. (Nasdaq: PFPT) (acquired by Thoma Bravo in 2021), cybersecurity company (2002 – 2021) Other Affiliations: •Director, Minerva Project Inc., education innovation company | | | |

  20. Class I Director Nominees

    | 28 2025 Proxy Statement | |

  21. New Directors

    New Directors In connection with Mr. Gretsch’s retirement from the board of directors, on April 22, 2025, the board of directors, at the recommendation of the nominating and governance committee, appointed Glenn Kelman to serve as a director of the Company, effective as of the date of the Annual Meeting. Mr. Kelman will serve as a Class III director whose term will expire at the Company’s 2027 annual meeting of stockholders and until Mr. Kelman’s successor shall have been duly elected and qualified, or until Mr. Kelman’s earlier death, resignation, disqualification, or removal. Information about Mr. Kelman is set forth below as of March 31, 2025.

  22. New Directors

    | Glenn Kelman Independent | Board Committees: N/A | Director Since: N/A | Age: 54 | | | | | | | | Experience: •Redfin Corporation (Nasdaq: RDFN), technology-powered real estate company ◦Chief Executive Officer (since 2005) •Plumtree Software, software company ◦VP, Marketing and Product Management ◦Co-founder Select Skills and Qualifications: •Executive Leadership: demonstrated through his almost two decades as CEO of Redfin, a publicly traded technology-powered real estate company and his tenure at Plumtree, where he led engineering, marketing, product management, and business development. •Technology and Innovation: evidenced by his almost 30 years of experience creating and leading successful technology-based and software companies, including his stewardship of Redfin over the past 20 years and his career as a founder and VP at Plumtree Software. •Strategic Planning and Transformation: gained through his current and past leadership roles, including at Redfin where he led the company through multiple transactions and acquisitions, including its pending $2.4 billion sale to Rocket Companies. Education: •B.A., English, University of California at Berkeley | | | | Other Public Company Directorships: •Redfin Corporation (Nasdaq: RDFN), technology-powered real estate company (since 2006) Other Affiliations: •Director, Ridwell, Inc., recycling company | | | |

  23. New Directors

    | | 2025 Proxy Statement 29 |

  24. Continuing Directors

    Continuing Directors Information about our directors who are serving terms that end following the Annual Meeting is set forth below as of March 31, 2025.

  25. Class II Directors

    Class II Directors

  26. Class II Directors

    | Leela Srinivasan Independent | Board Committees: Audit, Risk and Compliance | Director Since: 2019 | Age: 51 | | | | | | | | Experience: •PARITY, sports marketing company ◦Chief Executive Officer (since 2023) •Checkout.com, global payments provider ◦Chief Marketing Officer (2021 – 2023) •SurveyMonkey (Nasdaq: MNTV), online agile experience management company ◦Chief Marketing Officer (2018 – 2021) •Lever, Inc., recruiting software company ◦Chief Marketing Officer •OpenTable Inc. (Nasdaq: OPEN) (acquired by the Priceline Group in 2014), online restaurant reservation company ◦VP, Restaurant Marketing & Product Marketing •LinkedIn Corporation (NYSE: LNKD), professional networking company ◦Director of Marketing, LinkedIn Talent Solutions ◦Group Marketing Manager, Thought Leadership, Talent Connect and Content ◦Senior Product Marketing Manager, Recruiting Solutions •Bain & Company, global management consulting firm ◦Management consulting positions Select Skills and Qualifications: •Go-to-Market: developed through numerous marketing leadership roles, including as CMO at three high-growth public companies. For example, at LinkedIn, she was responsible for defining products, marketing approach, and pricing for its talent and recruiting businesses. •Executive Leadership: gained through senior leadership roles, most recently as CEO of PARITY, a platform supporting pay parity in professional sports sponsorship, where she has overseen the growth of the network to over 1,100 female athletes for sponsorship connections ranging in size from smaller businesses to Fortune 500 companies, making sponsorship in women’s sports more approachable. •Technology and Innovation: acquired over a 25-year career, which includes top roles at software and online technology companies, with a successful track record of developing a strategy for bringing products through market release and beyond. In particular, Ms. Srinivasan has extensive human resources technology industry experience through her roles at LinkedIn, Lever, and SurveyMonkey. Education: •M.A., History and English Literature, University of Edinburgh •M.B.A., Tuck School of Business at Dartmouth | | | | Other Affiliations: •The Tuck School of Business at Dartmouth ◦Member of Board of Advisors ◦Chair Emerita, MBA Advisory Council •Venture capital investor ◦Bull City Venture Partners ◦Neythri Futures Fund ◦Stage 2 Capital | | | |

  27. Class II Directors

    | 30 2025 Proxy Statement | |

  28. Class II Directors

    | Gary Steele Independent | Board Committees: Compensation (Chair) | Director Since: 2018 | Age: 62 | | | | | | | | Experience: •Shield AI Inc., defense technology company ◦Chief Executive Officer (starting in May 2025) •Cisco Systems Inc. (Nasdaq: CSCO), worldwide technology company ◦President, Go-to-Market (2024 – May 2025) ◦EVP and GM, Splunk (2024) •Splunk Inc. (Nasdaq: SPLK) (acquired by Cisco in 2024), data security and observability company ◦President and Chief Executive Officer (2022 – 2024) •Proofpoint Inc. (Nasdaq: PFPT) (acquired by Thoma Bravo in 2021), cybersecurity company ◦Chief Executive Officer (2002 – 2022) •Portera Systems Inc. (acquired by Gores Technology Group in 2002), software company ◦Chief Executive Officer •Sybase, Inc., software company ◦VP and GM, Middleware and Data Warehousing Product Group •Sun Microsystems, Inc. (Nasdaq: SUNW), hardware and software company ◦Manager, Market Development •Hewlett-Packard Company (NYSE: HPQ), information technology company ◦Product Manager ◦Software Engineer Select Skills and Qualifications: •Go-to-Market: software expertise and a deep understanding of go-to-market strategy developed through his 40-year career in leadership and senior executive roles at some of the most significant technology companies. •Cybersecurity: a highly regarded cybersecurity expert with a career helping global companies safeguard data, systems, and infrastructure, his experience includes serving as founding CEO of Proofpoint, where he led its rise from an early-stage startup to a leading security-as-a-service provider. •Strategic Planning and Transformation: gained through his senior executive roles with a proven track record of scaling tech company operations and growing global enterprises, including as CEO of Splunk, where he led the company to grow total revenue by 58% (to $4.2 billion) over two years. Education: •B.S., Computer Science, Washington State University | | | | Prior Public Company Board Experience: •Splunk Inc. (Nasdaq: SPLK) (acquired by Cisco in 2024), data security and observability company (2022 – 2024) •Proofpoint Inc. (Nasdaq: PFPT) (acquired by Thoma Bravo in 2021), cybersecurity company (2002 – 2022) (Chair, 2018 – 2021) Other Affiliations: •Co-Chair, Aspen Digital U.S. Cybersecurity Group •Director, Modernizing Medicine, Inc., medical software company •Director, Synack, Inc., cybersecurity company | | | |

  29. Class II Directors

    | | 2025 Proxy Statement 31 |

  30. Class III Directors

    Class III Directors

  31. Class III Directors

    | Hayden Brown | Board Committees: None | Director Since: 2019 | Age: 43 | | | | | | | | Experience: •Upwork Inc. ◦President and Chief Executive Officer (since 2020) ◦Chief Marketing and Product Officer (2019) ◦SVP, Product and Design (2016 – 2019) ◦VP, Head of Product (2015 – 2016) ◦Numerous product leadership roles for oDesk Corporation (merged with Elance in 2014; rebranded as Upwork in 2015) (2011 – 2015) •LivePerson, Inc. (Nasdaq: LPSN), online messaging, marketing, and analytics company ◦VP, Corporate Development •Microsoft Corporation (Nasdaq: MSFT), technology company ◦Director, Corporate Strategy and M&A ◦Senior Strategy Manager •McKinsey & Company, global management consulting firm ◦Senior Business Analyst Select Skills and Qualifications: •Strategic Planning and Transformation: developed deep expertise in growth strategies through multiple leadership roles at Upwork, where during her tenure as CEO total revenue has more than doubled and she recently oversaw a rapid transformation to profitability. •Go-to-Market: gained through various roles at Upwork, including as Chief Marketing and Product Officer, where under her leadership, the company has vastly expanded its product portfolio. Most recently, she oversaw the introduction of Uma, Upwork's Mindful AI, a powerful AI companion designed to help businesses and freelancers every step of the way across the Upwork experience. •Technology and Innovation: acquired through her roles at technology-based companies. At Upwork, she has focused on developing and expanding our leading online platform, including leveraging cutting-edge technology to improve our customers’ productivity. Education: •A.B., Politics, Princeton University | | |

  32. Class III Directors

    | 32 2025 Proxy Statement | |

  33. Class III Directors

    | Anilu Vazquez-Ubarri Independent | Board Committees: Compensation | Director Since: 2020 | Age: 48 | | | | | | | | Experience: •TPG Inc. (Nasdaq: TPG), global private investment firm ◦Chief Operating Officer (since 2023) ◦Partner (since 2019) ◦Chief Human Resources Officer (2018 – 2023) •The Goldman Sachs Group, Inc. (NYSE: GS), multinational bank and financial services company ◦Managing Director, Chief Diversity Officer & Global Head of Talent ◦Managing Director, Chief Diversity Officer & Global Head of Talent Development ◦Various leadership roles •Shearman & Sterling LLP, global law firm ◦Associate, Executive Compensation & Employee Benefits •Accenture plc (NYSE: ACN), global professional services company ◦Analyst, Strategy Select Skills and Qualifications: •Human Capital Management: acquired deep expertise through her over 20-year career in leadership roles responsible for talent management, including evolving and driving recruitment, learning, leadership, and diversity strategies. As CHRO of TPG, she prioritized talent, institutionalizing the firm’s culture of inclusivity, transparency, and innovation, as well as providing support for important growth initiatives. •International Business: evidenced through her current role as COO of TPG, where she oversees the global operations of the private investment firm, and her other extensive experience with international operations, including management of employees, talent development, benefits, and related responsibilities across various global geographies and jurisdictions. •Strategic Planning and Transformation: gained through her roles at TPG and Goldman Sachs, where she oversaw multi-year human resources strategies, and further developed in her executive roles at TPG where she has been integral to several important milestones, including the firm’s IPO in 2022 and 2023 acquisition of Angelo Gordon. Education: •A.B., History and Latin American Studies, Princeton University •J.D., Fordham University School of Law | | | | Other Public Company Directorships: •TPG Inc. (Nasdaq: TPG), global private investment firm (since 2021) Prior Public Company Board Experience: •TPG Pace Beneficial II Corp. (NYSE: YTPG), special purpose acquisition company (2021) Other Affiliations: •Director, Charter School Growth Fund (nonprofit) •Director, Greenhouse Software, Inc., human resources software company •Director, Vera Institute (nonprofit), criminal justice reform think tank | | | |

  34. Class III Directors

    | | 2025 Proxy Statement 33 |

  35. Additional Current Directors

    Additional Current Directors As noted above, Mr. Gretsch will retire from our board of directors effective as of the date of the Annual Meeting, and Ms. Nelson is not standing for re-election as a member of the board of directors at the Annual Meeting. Information about Mr. Gretsch and Ms. Nelson is set forth below as of March 31, 2025.

  36. Additional Current Directors

    | Gregory C. Gretsch Independent | Board Committees: Audit, Risk and Compliance Compensation | Director Since: 2014 | Age: 58 | | | | | | | | Experience: •Jackson Square Partners, venture capital firm ◦Founding Partner and Managing Director (since 2011) •Sigma Partners, venture capital firm ◦Managing Director (since 2001) •oDesk Corporation (merged with Elance in 2014; rebranded as Upwork in 2015) ◦Director (2004 – 2014) •Kana Communications, Inc., software company ◦VP, Electronic Direct Marketing •Connectify, Inc. (acquired by Kana Communications in 1999), enterprise software company ◦Founding Chairman •GiftONE (acquired by SkyMall in 1997), online consumer company ◦Co-founder •Vicarious, education and reference CD-ROM publisher ◦Founder and Chief Executive Officer •Apple Inc. (Nasdaq: AAPL), multinational technology company ◦Various positions of increasing responsibility Select Skills and Qualifications: •Technology and Innovation: gained through his leadership at a range of software and other technology companies. Further developed through experience with early-stage venture capital investments focused on potentially category-leading B2B SaaS, consumer, and marketplace companies, and service on multiple technology startup boards. •Strategic Planning and Transformation: acquired through more than two decades of experience in venture capital, guiding portfolio companies toward growth and resulting in several of his early-stage investments achieving exits and/or valuations in excess of $1 billion. Mr. Gretsch also has significant experience as a serial entrepreneur, having launched a variety of startups, from an educational and reference publisher to an enterprise software company. •Go-to-Market: evidenced through his role as VP, Electronic Direct Marketing for a software development company and his experience as a founder of three companies, with a strong understanding of product marketing strategies. Education: •B.B.A., Management Information Systems, University of Georgia | | | | Prior Public Company Board Experience: •Responsys, Inc. (Nasdaq: MKTG) (acquired by Oracle in 2014), marketing software company (2001 – 2014) Other Affiliations: •Director, Jackbox Games, Inc., videogame company •Director, Multiplier, Inc., global human resources company •Director, Scrollmark, Inc., social community management company •Director, The Jellyvision Lab, Inc., employee benefits software company •Director, Ziplines, Inc., digital education company | | | |

  37. Additional Current Directors

    | 34 2025 Proxy Statement | |

  38. Additional Current Directors

    | Elizabeth Nelson Independent | Board Committees: Audit, Risk and Compliance (Chair) Nominating and Governance | Director Since: 2015 | Age: 64 | | | | | | | | Experience: •Elance, Inc. (merged with oDesk in 2014; rebranded as Upwork in 2015) ◦Director (2013 – 2014) •Macromedia, Inc. (Nasdaq: MACR) (acquired by Adobe in 2005), software company ◦EVP, Chief Financial Officer and Secretary (1998 – 2006) ◦VP, Corporate Development •Hewlett-Packard Company (NYSE: HPQ), information technology company ◦Various executive roles in finance and corporate development Select Skills and Qualifications: •Finance and Capital Allocation: acquired through her service in multiple executive finance roles throughout her career, including as CFO for Macromedia, and further developed through extensive board service. Ms. Nelson is an experienced corporate advisor with hands-on experience with high-growth startups, turnarounds, and restructuring. •Risk Management and Compliance: attained through her many years of service as a director for more than a dozen public and private companies, including as lead independent director and audit committee chair. Ms. Nelson also obtained NACD’s CERT Certificate in Cybersecurity Oversight in 2023. •Corporate Sustainability and Impact: gained through her prior experience, including her role as chair of the board of DAI, a global organization working in emerging markets to address fundamental social and economic development challenges, including climate, financial inclusion, food security, governance reform, and trade policy. Education: •B.S., Foreign Service, Georgetown University •M.B.A., Wharton School at the University of Pennsylvania | | | | Prior Public Company Board Experience: •PhenomeX Inc. (Nasdaq: CELL) (acquired by Bruker Corporation in 2023), functional cell biology company (2019 – 2023) •Virgin Group Acquisition Corp. II (NYSE: VGII), special purpose acquisition company (2021 – 2022) •Nokia Corporation (NYSE: NOK), telecommunications company (2012 – 2021) •Zendesk, Inc. (NYSE: ZEN), software development company (Lead Independent Director, 2014 – 2019) •Pandora Media, Inc. (NYSE: P), audio entertainment company (2013 – 2017) •Ancestry.com (Nasdaq: ACOM) (acquired by Permira in 2012), online genealogy company (2009 – 2012) •SuccessFactors, Inc. (NYSE: SFSF) (acquired by SAP in 2012), software company (2007 – 2012) •Autodesk, Inc. (Nasdaq: ADSK), design and engineering software company (2005 – 2010) •CNET Networks, Inc. (Nasdaq: CNET) (acquired by CBS in 2008), internet media company (2003 – 2008) •Macromedia, Inc. (Nasdaq: MACR) (acquired by Adobe in 2005), multimedia software company (2005) Other Affiliations: •Board Chair, DAI Global LLC, international development company •Director, HackerOne Inc., cybersecurity company •Director, Scribd, Inc., digital library company •Director, Smule, Inc., music entertainment company | | | |

  39. Additional Current Directors

    | | 2025 Proxy Statement 35 |

  40. Director Compensation

    Director Compensation

  41. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements We maintain a non-employee director compensation program for our directors who are not Upwork employees intended to help attract, motivate, and retain directors capable of contributing to the long-term success of our company. Our compensation committee is responsible for reviewing and making recommendations to our board of directors regarding compensation paid to our non-employee directors for their service on our board of directors and its committees. On a biennial basis, our compensation committee, with the support of its independent compensation consultant, reviews our non-employee director compensation program to ensure that the program is competitive with peer and broader market practices. In April 2022, our board of directors approved an amended

  42. Non-Employee Director Compensation Arrangements

    | Annual Compensation Elements | Form | | Annual Award | Elect - Cash or RSUs | | General Board Service Fee | Elect - Cash or RSUs | | Committee Membership Fees | Cash | | One-Time Compensation Elements | Form | | Initial Award | RSUs |

  43. Non-Employee Director Compensation Arrangements

    and restated non-employee director compensation program. The table to the right summarizes our current amended and restated non-employee director compensation program, and each element is further described below. Our 2018 Equity Incentive Plan, which we refer to as the 2018 Plan, provides that non-employee directors may not receive equity awards with an aggregate grant date fair value that, when combined with cash compensation received for service as a non-employee director, exceeds $1,000,000 in a calendar year.

  44. 2024 Director Compensation Table

    2024 Director Compensation Table The following table provides information regarding all compensation awarded to, earned by, or paid to each person who served as a non-employee director for some portion or all of the fiscal year ended December 31, 2024. Ms. Brown is not included in the table below because she is an employee and received no compensation for her service as a director during 2024. The compensation received by Ms. Brown as an employee is shown in “Executive Compensation—Executive Compensation Tables—2024 Summary Compensation Table” below. Each of Ms. Evan (if elected) and Mr. Kelman will receive compensation in accordance with our non-employee director compensation program described above upon joining our board of directors as of the date of the Annual Meeting.

  45. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Total ($)(2) | | Thomas Layton(3) | 8,500 | 283,330 | 291,830 | | Gregory C. Gretsch(4)(5) | 27,246 | 226,664 | 253,910 | | Kevin Harvey(6) | 4,300 | 226,664 | 230,964 | | Elizabeth Nelson(7) | 94,300 | 174,725 | 269,025 | | Leela Srinivasan(8) | 72,500 | 174,725 | 247,225 | | Gary Steele(5)(9) | 12,754 | 226,664 | 239,418 | | Anilu Vazquez-Ubarri(10) | 62,500 | 174,725 | 237,225 |

  46. 2024 Director Compensation Table

    (1)The amounts reported in these columns for certain members of our board of directors may differ from those of the other members of our board of directors based on elections to receive fees or awards in cash or equity or based on additional fees payable on account of committee membership. (2)The amounts reported in these columns represent the aggregate grant date fair value of RSUs awarded to directors in 2024 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 total value of the RSU award by the average daily closing price of our common stock for the 30-calendar day period ending on the trading day immediately prior to the grant date. Accordingly, the amounts reported in these columns do not reflect the total values discussed above or the actual economic value that may be realized by the director, which will vary depending on the performance of our common stock. The amounts reported in the Stock Awards column reflect the grant date fair value of each equity award based on the number of underlying RSUs, multiplied by the closing price of our common stock on the grant date. (3)As of December 31, 2024, Mr. Layton held 21,365 unvested RSUs, which included the Annual Award, the Non-Executive Chairperson Fee, and the General Board Service Fee (RSU). (4)As of December 31, 2024, Mr. Gretsch held 18,722 unvested RSUs, which included both the Annual Award and the General Board Service Fee (RSU). (5)In April 2024, Mr. Steele succeeded Mr. Gretsch as the chair of our compensation committee. The amounts set forth under the “Fees Earned or Paid in Cash” column reflect pro-rated committee membership fees for their service as members and chairs of the compensation committee.

  47. 2024 Director Compensation Table

    | | 2025 Proxy Statement 39 |

  48. 2024 Director Compensation Table

    (6)As of December 31, 2024, Mr. Harvey held 18,722 unvested RSUs, which included both the Annual Award and the General Board Service Fee (RSU). (7)As of December 31, 2024, Ms. Nelson held 16,299 unvested RSUs, which represented the Annual Award, and a stock option to purchase 75,000 shares of common stock. The stock option was fully vested and exercisable as of December 31, 2024, and had an expiration date of February 25, 2025. (8)As of December 31, 2024, Ms. Srinivasan held 16,299 unvested RSUs, which represented the Annual Award. (9)As of December 31, 2024, Mr. Steele held 18,722 unvested RSUs, which included both the Annual Award and the General Board Service Fee (RSU), and a stock option to purchase 150,527 shares of common stock. The stock option was fully vested and exercisable as of December 31, 2024, and has an expiration date of August 19, 2028. (10)As of December 31, 2024, Ms. Vazquez-Ubarri held 16,299 unvested RSUs, which represented the Annual Award.

  49. 2024 Director Compensation Table

    | 40 2025 Proxy Statement | |

  50. Result

    | Topic | What We Heard | Actions Taken in Response | | Short-Term Incentive Program Design | •Prefer differentiation in company performance metrics between short- and long-term incentive programs •Support addition of profitability metric to short-term incentive program | •Differentiated metrics between 2024 short- term and long-term incentive programs ◦Added adjusted EBITDA as performance metric (weighted 50%) for 2024, incentivizing single-year achievement of both revenue and profitability | | Long-Term Incentive Program Design | •Prefer multi-year performance period for PSU program •Prefer differentiation in company performance metrics between short- and long-term incentive programs •Support addition of profitability metric to long-term incentive program •Some questions about dilution in light of recent stock performance | •Introduced multi-year performance goals for 2024 PSU awards, measuring performance at the end of years 2025 and 2026 rather than at the end of 2024 •Differentiated metrics between 2024 short- term and long-term incentive programs ◦Added year-over-year revenue growth and adjusted EBITDA margin as performance metrics for 2024 PSU awards, incentivizing sustainable, multi-year growth •Refreshed equity grant approach to mitigate dilution by introducing vesting cash awards for non-NEO employees |

  51. Result

    | | 2022 | 2023 | 2024 | | Short-Term Incentives | Performance Period: 1 year Metric: •Compensation Program Revenue (100%)(1) | Performance Period: 1 year Metrics: •Compensation Program Revenue (100%) •Individual performance adjustment (+/- 20%)(2) | Performance Period: 1 year Metrics: •Revenue (50%) •Adjusted EBITDA (50%) •GSV modifier •Individual performance adjustment (+/- 20%)(2) | | Long-Term Incentives | PSU / RSU Mix: •CEO: 60% / 40% •Non-CEO NEOs: 40% / 60% PSU Performance Period: 1 year | PSU / RSU Mix: •CEO: 60% / 40% •Non-CEO NEOs: 50% / 50% PSU Performance Period: 1 year | PSU / RSU Mix: •CEO: 60% / 40% •Non-CEO NEOs: 50% / 50% PSU Performance Period: Multi-year •Measure performance in each of 2025 and 2026, with up to 50% of maximum PSUs vesting based on performance during each year | | | PSU Metric: •Compensation Program Revenue (100%) | PSU Metric: •Compensation Program Revenue (100%) | PSU Metrics: •Year-over-year revenue growth percentage •Adjusted EBITDA margin | | | RSU Vesting: 4-year quarterly | RSU Vesting: 4-year quarterly | RSU Vesting: 4-year quarterly |

  52. Executive Compensation Philosophy and Objectives

    | ✓ | Attract, motivate, incentivize, and retain executives who contribute to our long- term success | | ✓ | Provide competitive compensation packages to our executives | | ✓ | Reward the achievement of our business objectives | | ✓ | Align the economic interests of our employees 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 |

  53. Compensation Elements

    | Annual Base Salary | Short-Term Incentives | Long-Term Incentives | | | | Annual Performance Bonus | Performance-Based PSUs | Time-Based RSUs | | | Value varies based on performance and/or stock price | | |

  54. Short-Term Incentives

    Short-Term Incentives Short-term incentive compensation is paid in the form of annual cash bonuses under our annual performance bonus plan. We use an annual performance bonus plan to motivate our employees, including our NEOs, to achieve our annual business goals. In addition, the individual performance adjustment applicable to our non-CEO NEOs holds executives accountable for their personal performance.

  55. Long-Term Incentives

    Long-Term Incentives Long-term incentive compensation is granted in the form of equity awards, which are intended to incentivize the achievement of multi-year performance goals aligned with company strategy, align executive compensation with the long- term interests of our stockholders, and help us retain and reward qualified executives in a competitive market. Our compensation committee views long-term incentive compensation as a critical element of our executive compensation program, and target total NEO compensation is weighted significantly in favor of equity compensation. Additionally, a significant portion of the equity compensation payable to our NEOs is granted subject to performance conditions, which further aligns their compensation with long-term stockholder interests.

  56. Role of Compensation Consultant

    Role of Compensation Consultant The compensation committee engages an independent compensation consultant to provide advice and resources to help the compensation committee assess the effectiveness of our executive compensation strategy and program and carry out its responsibilities with respect to compensation. Semler Brossy Consulting Group LLC, which we refer to as Semler Brossy, has served as the compensation committee’s compensation consultant since 2023. During 2024, the compensation committee generally sought input from Semler Brossy on a range of matters relating to our compensation program, including: overall compensation program design; analysis of market compensation data for our executives and non-employee directors; compensation peer group updates; the compensation arrangements and opportunities of our executives; assessment of the risk associated with our compensation program and practices; evolving compensation trends and best practices; and regulatory developments. At the compensation committee’s request, Semler Brossy regularly attends the meetings of the compensation committee (with and without management present). Semler Brossy also communicates with the members of the compensation committee outside committee meetings regarding matters related to the compensation committee’s responsibilities. During 2024, Semler Brossy provided no services to Upwork other than services for the compensation committee and worked with Upwork’s management, as directed by the compensation committee, only on matters for which the compensation committee is responsible. 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 to ensure that such firm is independent from management. This review process includes a review of the services that Semler Brossy provided, the quality of those services, and the fees associated with the services provided during 2024, as well as any other factors deemed relevant. Based on this review, as well as consideration of the factors affecting independence set forth in SEC and Nasdaq rules, the compensation committee evaluated the independence of Semler Brossy and determined that no conflict of interest has arisen as a result of the work performed by Semler Brossy.

  57. Role of Management

    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. In connection with the compensation committee’s annual review of NEO compensation, our CEO reviews the performance of our non-CEO NEOs 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 regarding adjustments to the non-CEO NEOs’ compensation opportunities. The annual business objectives for each NEO are developed through mutual discussion and agreement between our CEO and our non-CEO NEOs. Our CEO also attends meetings of our board of directors and the compensation committee at which executive compensation matters are addressed (except for discussions involving her own compensation), and the compensation committee solicits and reviews our CEO’s proposals with respect to program structure. In addition, with respect to our non-CEO NEOs, our CEO determines the level of individual performance adjustment to each NEO’s annual performance bonus payout as described below in “—2024 Compensation Targets and Outcomes— 2024 Short-Term Incentive Compensation—Individual Performance Adjustment.”

  58. Competitive Positioning

    Competitive Positioning As described above, competitive data is one of several factors that our compensation committee considers in making its compensation decisions for our NEOs. To assess our executive compensation program against the competitive market, the compensation committee reviews the compensation levels and practices of a compensation peer group comprising publicly traded technology companies against which we compete for executive talent and that share key similarities with Upwork. The compensation committee reviews the 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. In July 2023, the compensation committee and its independent compensation consultant specifically considered and weighed the following primary criteria for compensation peer group selection (measured at the time of evaluation):

  59. Competitive Positioning

    | Primary Criteria for Compensation Peer Group Selection | | | Public Company Status / Location | Public companies primarily headquartered in the United States | | Industry | Software and internet companies, with a focus on online marketplaces | | Revenue | 0.5x to 2.0x Upwork’s trailing four quarters (approx. $320 million to $1.3 billion) | | Market Capitalization | 0.33x to 3.0x Upwork’s 30-day average (approx. $400 million to $3.6 billion) |

  60. Competitive Positioning

    As a result, the compensation committee approved the following updated compensation peer group to evaluate the competitive market when determining the target total compensation packages for our NEOs in 2024:

  61. Competitive Positioning

    | 2024 Compensation Peer Group | | | | | Alteryx | Coursera | Magnite | Shutterstock | | Angi | Everbridge | Paycor HCM | Smartsheet | | Appian | Fastly | Q2 Holdings | Udemy | | Blackline | Fiverr International | Redfin | Yelp | | Bumble | LegalZoom.com | Revolve Group | ZipRecruiter |

  62. Competitive Positioning

    The 2024 compensation peer group reflects the removal of six companies from the 2023 compensation peer group due to a pending acquisition (Cvent Holding), falling outside the applicable peer group criteria (AppFolio, Asana, CarGurus, and LivePerson), and/or adverse market capitalization trends (Chegg), and the addition of six companies (Angi, Bumble, Coursera, Paycor HCM, Udemy, and Yelp) on the basis of their similarity to us in size, revenue, market capitalization, and/ or industry sector. Each member of the compensation peer group was chosen based on one or more of the factors listed above, but not all factors were relevant for every peer company. While some of the compensation peer group members may be significantly smaller or larger than Upwork in terms of revenue or market capitalization, the compensation committee has determined that such companies should be included in the peer group due to competitive relevance. In addition to practices within our compensation peer group, the compensation committee reviews broad-based compensation surveys to further understand market compensation levels.

  63. Competitive Positioning

    | 54 2025 Proxy Statement | |

  64. Summary of 2024 Target Total Compensation

    | | CEO | Non-CEO NEO (Average) | | Base Salary | $595,000 | $509,002 | | Short-Term Incentives (Target Bonus) | $595,000 | $362,693 | | Long-Term Incentives (RSUs) | $3,680,000 | $1,500,000 | | Long-Term Incentives (Target PSUs) | $5,520,000 | $1,500,000 | | 2024 Target Total Compensation | $10,390,000 | $3,871,695 |

  65. Summary of 2024 Target Total Compensation

    50% RSUs 40% RSUs 50% PSUs 60% PSUs 87% variable 94% variable

  66. 2024 Short-Term Incentive Compensation

    2024 Short-Term Incentive Compensation

  67. 2024 Annual Performance Bonus Plan Structure

    2024 Annual Performance Bonus Plan Structure Taking into consideration stockholder feedback, our compensation committee adopted a modified short-term incentive program structure for 2024, which we refer to as the 2024 Performance Bonus Plan, intended to align with our business strategy of achieving durable, profitable growth. Key changes for 2024 included the addition of adjusted EBITDA as a company performance metric and the introduction of a modifier enabling incremental funding based on the achievement of ambitious GSV targets. See “—Executive Summary—Stockholder Engagement on Compensation” for more information about how our compensation committee evolved our compensation program in 2024 in response to stockholder feedback. The following graphic illustrates the calculation for bonus payouts under the 2024 Performance Bonus Plan: Base Salary(1) X Target Bonus % X Company Performance Weighted Average Achievement of Company Performance Metrics +/- Individual Performance Adjustment(2) = 2024 Bonus Payout X GSV Modifier Revenue (50% Weight) Adjusted EBITDA (50% Weight) (1)For purposes of the 2024 Performance Bonus Plan, “Base Salary” meant the amount of base salary actually earned and paid (on a pre-tax basis) to the participant during 2024, 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, 401(k) plan employer match) and (ii) any compensation paid to the participant in respect of inactive employment (for example, a leave of absence). (2)The individual performance adjustment was not applicable to our CEO.

  68. 2024 Target Annual Bonus Opportunities

    2024 Target Annual Bonus Opportunities Following its annual review of the target annual bonus opportunities of our NEOs, the compensation committee determined to maintain Mses. Brown’s and Gessert’s percentage target annual bonus opportunities at the 2023 levels. The compensation committee recognized that the increase in Mses. Brown’s and Gessert’s base salaries resulted in an increased target bonus opportunity compared to 2023, and the compensation committee determined that the 2024 target annual bonus opportunities were appropriate compared to market data and incentivized retention and motivation in a highly competitive and challenging market for skilled and seasoned executive officers. The following table sets forth the 2024 target annual bonus opportunities for each NEO:

  69. 2024 Target Annual Bonus Opportunities

    | NEO | 2023 Target Bonus (as % of Base Salary) | 2024 Target Bonus (as % of Base Salary) | 2024 Target Bonus Opportunity(1) | | Hayden Brown | 100% | 100% | $595,000 | | Erica Gessert | 80% | 80% | $458,333 | | David T. Bottoms | N/A(2) | 60% | $267,053 |

  70. 2024 Target Annual Bonus Opportunities

    (1)Reflects annualized rate of base salary for 2024. (2)Mr. Bottoms’s 2023 target bonus information is not reflected in the table above as he was not an NEO in 2023.

  71. 2024 Target Annual Bonus Opportunities

    | 56 2025 Proxy Statement | |

  72. 2024 Company Performance Metrics

    2024 Company Performance Metrics When designing the 2024 Performance Bonus Plan, the compensation committee reviewed an array of potential performance metrics and considered feedback received from stockholders who had indicated their support for adding a profitability metric to our short-term incentive program and differentiating the company performance metrics used in our short- and long-term incentive programs. Following this review, the compensation committee determined that revenue and adjusted EBITDA were the metrics best aligned with both our 2024 business strategy to pursue durable, profitable growth and feedback received from our stockholders. In addition, to incentivize management efforts to grow the size of our work marketplace, the compensation committee introduced into the 2024 Performance Bonus Plan a potential bonus funding modifier for the achievement of strong GSV growth, which we refer to as the GSV modifier.

  73. 2024 Company Performance Metrics

    | Metric | Weighting | Definition | Purpose | | Revenue | 50% | Total revenue, as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 | The compensation committee believes that revenue is a key financial metric for Upwork’s performance and a driver of stockholder value | | Adjusted EBITDA | 50% | Adjusted EBITDA, as described in “Appendix A: Reconciliation of Non- GAAP Financial Measures” | The compensation committee believes that adjusted EBITDA is a key financial metric for Upwork’s performance as it measures profitability, reflects management’s cost discipline, and drives stockholder value | | GSV | N/A | Gross services volume, as reported in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 | The compensation committee believes that GSV is an important financial metric for Upwork’s performance because it represents the amount of business transacted through our work marketplace |

  74. 2024 Company Performance Metrics

    Determination of Weighted Average Achievement The compensation committee determined that the achievement of each of the revenue and adjusted EBITDA metrics would be determined as a percentage achievement of the target set for each metric for 2024, calculated by linear interpolation between the performance levels set forth in the following table:

  75. 2024 Company Performance Metrics

    | Metric | Threshold (0% Achievement Percentage) | Target (100% Achievement Percentage) | Maximum (200% Achievement Percentage) | Actual Achieved | Actual Achievement Percentage | | Revenue | $741,200,000 | $791,200,000 | $841,200,000 | $769,325,000 | 56% | | Adjusted EBITDA | $106,500,000 | $136,500,000 | $166,500,000 | $167,593,000 | 200% | | | | Actual Weighted Average Achievement Percentage | | | 128% |

  76. 2024 Company Performance Metrics

    If neither metric achieved the threshold performance level during 2024, then none of our NEOs would receive any bonus, regardless of individual performance. In addition, the achievement percentage for each metric was capped at 200% in the event of outsized performance. Overall company performance for purposes of the bonus payout calculation set forth above was to be determined by calculating a weighted average of the revenue and adjusted EBITDA achievement percentages, with each metric weighted 50%. The compensation committee believes the 2024 targets were rigorous but achievable with diligent efforts within external market conditions, and the target level of performance for revenue and adjusted EBITDA was 15% and 87% higher, respectively, than the actual performance achieved in 2023.

  77. 2024 Company Performance Metrics

    | | 2025 Proxy Statement 57 |

  78. 2024 Company Performance Metrics

    Determination of GSV Modifier Achievement The compensation committee determined that the achievement of the GSV modifier would be calculated by linear interpolation between the performance levels set forth in the following table:

  79. 2024 Company Performance Metrics

    | Metric | Threshold (105% Multiplier) | Midpoint (110% Multiplier) | Maximum (120% Multiplier) | Actual Achieved | Actual Modifier | | GSV | $4,308,000,000 | $4,349,400,000 | $4,390,800,000 | $4,008,107,000 | No impact |

  80. 2024 Company Performance Metrics

    If the threshold performance level was not met during 2024, the GSV modifier would have no impact on our NEOs’ bonus calculation. In addition, the GSV modifier was capped at 120% in the event of outsized performance. The compensation committee believes that the GSV modifier thresholds were rigorous, requiring a minimum of 4% year- over-year growth compared to GSV actually achieved in 2023 to positively impact bonus payouts, and that incentivizing GSV growth was aligned with stockholder interests. The threshold performance for the GSV modifier was not achieved during 2024, and as a result, the GSV modifier did not have any impact on any NEO’s actual bonus.

  81. 2024 Annual Bonus Payments

    2024 Annual Bonus Payments In February 2025, the compensation committee determined the achievement of the metrics included in the 2024 Performance Bonus Plan and approved the payment to our NEOs of the bonuses set forth in the following table:

  82. 2024 Annual Bonus Payments

    | NEO | Base Salary | Target Bonus Opportunity (as % of Base Salary) | Weighted Average Company Performance | GSV Modifier | Individual Performance Adjustment | Actual Bonus Award | Actual Bonus Award (as % of Base Salary) | | Hayden Brown | $595,000 | 100% | 128% | —% | N/A | $761,600 | 128% | | Erica Gessert | $572,917 | 80% | 128% | —% | +3.6% | $607,787 | 106% | | David T. Bottoms | $445,088 | 60% | 128% | —% | +9.6% | $374,643 | 84% |

  83. 2024 Annual Bonus Payments

    As described in the table above, the actual bonuses received by each NEO with respect to 2024 exceeded the target amount. The compensation committee believes this result is reasonable and aligns with the interests of our stockholders as the higher payment reflects Upwork’s strong adjusted EBITDA performance exceeding rigorous performance targets despite a challenging macroeconomic environment.

  84. 2024 Long-Term Incentive Compensation

    2024 Long-Term Incentive Compensation For 2024, the compensation committee elected to grant long-term incentive compensation in the form of time-based RSU awards and performance-based PSU awards. The compensation committee grants RSU awards because they enable us to incentivize and retain our NEOs using fewer shares of our common stock than would be necessary if we used stock options. The compensation committee grants PSU awards because they must be earned through the satisfaction of pre- established company performance targets, thereby compensating our executives for achieving our most important business objectives and further aligning the economic interests of our executives with those of our stockholders. For 2024, the compensation committee elected to grant each of our non-CEO NEOs target total long-term incentive compensation comprising 50% RSUs and 50% PSUs in order to achieve a proper balance of retentive value and alignment with long-term stockholder interest. For Ms. Brown, the compensation committee elected to grant 40% of her target total long-term incentive compensation in the form of RSUs and the remaining 60% in the form of PSUs to further align her incentives with the interests of our stockholders and our long-term business results. The following table sets forth the equity awards granted to our NEOs in 2024:

  85. 2024 Long-Term Incentive Compensation

    | | | RSUs | | PSUs | | | | | NEO | Target Total Equity Grant Value | Grant Value | Shares(1) | Target Grant Value | Target Shares(1) | Maximum Shares(2) | PSU Allocation (as % of Target Total Equity) | | Hayden Brown | $9,200,000 | $3,680,000 | 283,731 | $5,520,000 | 425,597 | 851,195 | 60% | | Erica Gessert | $3,500,000 | $1,750,000 | 134,926 | $1,750,000 | 134,926 | 269,853 | 50% | | David T. Bottoms | $2,500,000 | $1,250,000 | 96,376 | $1,250,000 | 96,376 | 192,752 | 50% |

  86. 2024 Long-Term Incentive Compensation

    (1)The target number of shares of our common stock subject to each 2024 RSU and PSU award was determined by dividing (i) the target dollar value of each award by (ii) the average of the closing sale prices of our common stock for the 30-calendar day period ending on the last trading day immediately preceding the grant date, rounding down to the nearest whole share. (2)This column reflects the maximum number of shares of our common stock eligible to be earned under the 2024 PSU awards assuming 200% achievement in each performance period, as described below in “—2024 PSU Awards.”

  87. 2024 RSU Awards

    2024 RSU Awards In February 2024, the compensation committee approved the 2024 RSU awards for our NEOs. These RSU awards vest over a four-year period, with 1/16th of the total number of shares subject to the RSUs vesting on each quarterly anniversary after March 18, 2024, subject to the NEO’s continued service with us on each applicable vesting date. The RSU awards are subject to acceleration as described in “—Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below.

  88. 2024 RSU Awards

    | | 2025 Proxy Statement 59 |

  89. 2024 PSU Awards

    2024 PSU Awards In February 2024, the compensation committee approved the 2024 PSU awards for our NEOs. When designing the 2024 PSU awards, the compensation committee considered a variety of potential program structures and performance metrics with the support of its compensation consultant. This review included consideration of feedback received from stockholders who had indicated their support for introducing multi-year performance goals and a profitability metric into our PSU program, as well as differentiating the company performance metrics included in our short- and long-term incentive programs. Following this review, the compensation committee selected year-over-year revenue growth percentage and adjusted EBITDA margin as the performance measures for the 2024 PSU awards.

  90. 2024 PSU Awards

    | Metric | Weighting | Definition | Purpose | | Revenue growth percentage | Summed to calculate Combined Financial Target Percentage | Year-over-year revenue growth, based on total revenue as reported in our Annual Report on Form 10-K for the applicable fiscal year | The compensation committee believes that revenue growth percentage and adjusted EBITDA margin are important factors in long-term stockholder value creation, as taken together they hold our NEOs accountable for driving sustainable growth, balancing increases in revenues with associated increases in costs | | Adjusted EBITDA margin | | Adjusted EBITDA margin, as described in “Appendix A: Reconciliation of Non- GAAP Financial Measures” | |

  91. 2024 PSU Awards

    The compensation committee determined that the number of PSUs that could be earned under each 2024 PSU award, which we refer to as the Earned PSUs, were to be earned on the basis of the achievement of combined revenue growth and adjusted EBITDA margin targets, which are summed together with such sum referred to as the Combined Financial Target Percentage, set by the compensation committee in February 2024 for each of 2025 and 2026, with up to 50% of the maximum number of 2024 PSUs eligible to be earned based on the Combined Financial Target Percentage during 2025 and the remaining up to 50% of the maximum number of 2024 PSUs eligible to be earned based on the Combined Financial Target Percentage during 2026. We do not disclose the specific performance goals for the 2024 PSU awards for competitive reasons, and the year 2024 is not a measurement period for the 2024 PSU awards, reflecting our continued transition in PSU program design.

  92. 2024 PSU Awards

    | Year | Metric | | | Threshold | Target | Maximum | PSUs Subject to Vesting | | 2025 | Combined Financial Target Percentage | | | 0% achievement | 100% achievement | 200% achievement | Up to 50% of maximum | | | Equal to the sum of: | | | | | | | | | Revenue growth percentage | + | Adjusted EBITDA margin | | | | | | 2026 | Combined Financial Target Percentage | | | 0% achievement | 100% achievement | 200% achievement | Up to 50% of maximum | | | Equal to the sum of: | | | | | | | | | Revenue growth percentage | + | Adjusted EBITDA margin | | | | |

  93. 2024 PSU Awards

    | | 2024 PSU Award Timeline | | | 2024 | 2025 (Performance period 1) | 2026 (Performance period 2) | | Grant | Up to 50% of maximum PSUs vest | Up to 50% of maximum PSUs vest | | | based on 2025 performance | based on 2026 performance |

  94. 2024 PSU Awards

    If the threshold Combined Financial Target Percentage is not met during the applicable fiscal year, then no portion of the 2024 PSUs would be earned with respect to that fiscal year, regardless of individual performance. In addition, the achievement percentage for each applicable fiscal year was capped at 200% in the event of outsized performance.

  95. 2024 PSU Awards

    | 60 2025 Proxy Statement | |

  96. 2024 PSU Awards

    The compensation committee believes the selected targets are challenging and that these awards reflect stockholder feedback and create a strong incentive for management to deliver consistent growth at a profitable level that aligns with our strategic focus and supports long-term stockholder value creation. As soon as reasonably practicable following the completion of each of 2025 and 2026, the compensation committee will determine and certify in writing the achievement percentage attained during the applicable fiscal year and the number of Earned PSUs, which we refer to as the Certification Date. Such Earned PSUs will be fully vested on the Certification Date, provided that the NEO remains in service to Upwork on the Certification Date. The first Certification Date with respect to the 2024 PSU awards will take place in early 2026. As a result, no portion of the 2024 PSU awards has been earned or vested at this time. The 2024 PSU awards are also subject to specified treatment in the event of a change in control, as described in “Potential Payments upon Termination or Change in Control” below.

  97. 2021 CEO Performance Award Outcomes

    2021 CEO Performance Award Outcomes In January 2021, the compensation committee granted our CEO an option to purchase up to 1,500,000 shares of our common stock at a per share exercise price of $38.80, which we refer to as the CEO Performance Award. Vesting of the CEO Performance Award is subject to both (i) the achievement of certain pre-established per share stock price targets and (ii) a four-year service-based vesting requirement. For a detailed analysis of the reasons for and terms and conditions of the CEO Performance Award, see the section entitled “Compensation Discussion and Analysis—Long-Term Incentive Compensation—Chief Executive Officer Performance Award” in our definitive proxy statement filed with the SEC on April 19, 2022. The performance-based vesting requirement of the CEO Performance Award requires the achievement of highly rigorous stock price thresholds based on a 90-day volume-based weighted average price, starting at $60 per share. As set forth in the table below, none of these stock price thresholds had been met and no portion of the CEO Performance Award had been earned or vested as of December 31, 2024. The last 90-day measurement period ends on April 18, 2026.

  98. Employment Arrangements

    Employment Arrangements We entered into written employment offer letters with each of our NEOs when they joined us, and these offer letters have been amended and restated from time to time to reflect promotions for Ms. Brown and Mr. Bottoms. We refer to these offer letters, as they may have been amended and restated, as the Offer Letters. We believe that these arrangements were necessary to secure the continued service of these individuals in a highly competitive job market. Each of these Offer Letters provides for “at will” employment (meaning that either we or the NEO may terminate the employment relationship at any time with or without cause and with or without notice) and generally sets forth the NEO’s then-current annual base salary, an indication of eligibility for participation in our annual performance bonus plan, and eligibility to participate in our employee benefit plans, including our health insurance plan and disability insurance plan, as established from time to time. These Offer Letters also provide that each NEO will be eligible to enter into a change in control and severance agreement, which we refer to as a Severance Agreement, based on his or her position within our company. These agreements specify the severance payments and benefits that he or she will be eligible to receive in connection with certain terminations of employment from our company. These post-employment compensation arrangements are discussed in “—Post- Employment Compensation” and “—Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below. In addition, each of our NEOs executed our standard confidential information and invention assignment agreement and employee dispute resolution agreement upon the commencement of their employment.

  99. Post-Employment Compensation

    Post-Employment Compensation We have entered into a Severance Agreement with each of our NEOs, which provides for certain protections in the event of certain involuntary terminations of employment, including a termination of employment in connection with a change in control of our company, in exchange for a general release of claims and compliance with a non-disparagement covenant for a period of 24 months following separation from us (to the extent permitted by applicable law). Each Severance Agreement is in effect for three years, with automatic renewals for new three-year periods unless notice is given by us to the NEO three months prior to the date on which the agreement would otherwise renew. We believe these Severance Agreements provide reasonable compensation in the form of severance pay and certain limited benefits to the NEO if his or her employment with us is terminated under certain circumstances to facilitate his or her transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing NEO to sign a separation and release agreement in a form prescribed by us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. We believe that these agreements help maintain our NEOs’ continued focus on their assigned duties to maximize stockholder value if there is a potential change in control transaction and mitigate the risk of subsequent disputes or litigation. The terms and conditions of these agreements were approved by our board of directors after an analysis of competitive market data in consultation with the compensation committee’s compensation consultant and are periodically reassessed to confirm that they remain appropriate as compared against competitive market practices. Under the Severance Agreements, all payments and benefits in the event of a change in control of our company are payable only if there is a connected loss of employment by an NEO (a so-called “double-trigger” arrangement). We use this double-trigger arrangement to protect against the loss of retention value following a change in control and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction alone. In the event of a change in control of our company, to the extent Section 280G or 4999 of the Code is applicable to an NEO, such individual is entitled to receive either: •a payment of the full amounts specified in his or her agreement to which he or she is entitled; or •a payment of such amount that is $1.00 less than the amount that would otherwise trigger the excise tax imposed by Section 4999, depending on which results in the NEO receiving a higher amount after taking into account all federal, state, local, and foreign income, employment, and other taxes and the excise tax imposed by Section 4999. We are not obligated to provide excise tax payments, which we refer to as gross ups, to any of our executive officers, including our NEOs. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a qualifying termination in connection with or within specified periods before or after a change in control of our company, are essential to attracting and retaining highly qualified executive officers. The compensation committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining our NEOs’ compensation. We do believe, however, that these arrangements are necessary to offer competitive compensation packages. An award agreement for equity awards that vest upon satisfaction of performance criteria may provide for acceleration upon a change in control (for a description of the treatment of our 2024 PSUs upon a change in control, see “Potential Payments upon Termination or Change in Control” below). The benefits under the Severance Agreements supersede all other cash severance and vesting acceleration arrangements (excluding equity awards that vest, in whole or in part, upon satisfaction of performance criteria, which will be governed by the terms of the applicable performance-based equity awards). For detailed descriptions of the post-employment compensation arrangements with our NEOs, as well as an estimate of the potential payments and benefits payable thereunder, see “Potential Payments upon Termination or Change in Control” below.

  100. Clawback Policy

    Clawback Policy We maintain a robust compensation recovery policy, which we refer to as our Clawback Policy, covering (i) our executive officers and all employees who are officers for purposes of Section 16 of the Exchange Act, including current and former executive officers and Section 16 officers, each of whom we refer to as a Covered Executive, and (ii) each of our employees that has been granted one or more PSU awards, each of whom we refer to as a Covered PSU Recipient.

  101. Discretionary Clawback

    Discretionary Clawback In addition to the mandatory clawback required by SEC and Nasdaq rules, our Clawback Policy provides our compensation committee the authority to recoup additional compensation from Covered Executives in certain circumstances, as well as compensation from Covered PSU Recipients. If our compensation committee determines that a Covered Executive or Covered PSU Recipient engaged in fraud or intentional misconduct that materially contributed to the requirement to prepare an accounting restatement, the compensation committee may require such Covered Executive or Covered PSU Recipient to reimburse or forfeit to us up to 100% of any incentive-based compensation and up to 100% of any other grant or award under our 2018 Plan received during the applicable Clawback Period. The compensation committee may exercise this discretionary authority even if a Covered Executive’s or Covered PSU Recipient’s fraud or intentional misconduct did not result in an award or payment greater than that which would have been awarded absent the violation.

  102. Policies and Practices Related to the Timing of Equity Grants

    Policies and Practices Related to the Timing of Equity Grants We do not time equity grants to take advantage of a depressed stock price or an anticipated increase in stock price and generally make awards on predetermined dates to ensure that awards cannot be timed to take advantage of material non- public information. While we generally do not grant option awards and did not grant any option awards to our NEOs in 2024, our annual stock awards to our NEOs and other employees are currently made in March, after the release of the prior year’s results, and Annual Awards to our non-employee directors are granted on the date of our annual meeting of stockholders. New hire stock awards to employees, including executive officers, are generally granted on the 18th of the month coincident with or immediately following their start date, and Initial Awards to non-employee directors are granted on the date of the non-employee director’s initial appointment or election to our board of directors. In addition, the number of shares subject to stock awards granted to our employees and non-employee directors is currently determined by dividing the award value by the average daily closing price of our common stock for the 30-calendar day period ending on the trading day immediately prior to the grant date (rounding down to the nearest whole share).

  103. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation The compensation committee considers accounting implications when designing compensation plans and arrangements for our executive officers and other employees. Chief among these is ASC 718, the standard that governs the accounting treatment of certain stock-based compensation. Among other things, ASC 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  104. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information concerning compensation awarded to, earned by, or paid to each of our NEOs for all services rendered in all capacities during the fiscal year ended December 31, 2024 and, to the extent required under SEC rules, the fiscal years ended December 31, 2023 and 2022:

  105. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Hayden Brown President and Chief Executive Officer | 2024 | 595,000 | 8,554,496 | 761,600 | 20,813(4) | 9,931,909 | | | 2023 | 570,000 | 8,594,663 | 307,800 | 35,678(5) | 9,508,141 | | | 2022 | 550,000 | 7,455,075 | 462,000 | 7,652(6) | 8,474,727 | | Erica Gessert Chief Financial Officer | 2024 | 572,917 | 3,254,415 | 607,787 | 5,606(7) | 4,440,725 | | | 2023 | 375,833(8) | 4,950,000 | 183,467(8) | 5,619(9) | 5,514,919 | | David T. Bottoms GM, Marketplace | 2024 | 445,088 | 2,324,589 | 374,643 | 5,606(7) | 3,149,926 |

  106. 2024 Summary Compensation Table

    (1)Base salary changes for 2024 were effective March 1, 2024. The amounts reported represent the base salaries actually earned during 2024. (2)The amounts reported represent the grant date fair value calculated in accordance with ASC 718. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. For PSUs, the amount reported in the table is based on the probable outcome of the applicable performance condition at the time of grant (100% of performance target). Each NEO was granted RSU and PSU awards in 2024 as described in “—Compensation Discussion and Analysis—2024 Compensation Targets and Outcomes—2024 Long-Term Incentive Compensation.” For PSUs granted in 2024, the maximum performance shares payable and corresponding maximum aggregate value based on the grant date fair value of such awards are (i) 851,195 shares and $10,265,412 for Ms. Brown; (ii) 269,853 shares and $3,254,427 for Ms. Gessert; and (iii) 192,752 shares and $2,324,589 for Mr. Bottoms. (3)The amounts reported represent incentive bonuses actually earned pursuant to our annual performance bonus plan for the applicable year and for 2024 and 2023 include the impact of any individual performance adjustment for each of our non-CEO NEOs. Payments for 2024 are described in greater detail in “—Compensation Discussion and Analysis—2024 Compensation Targets and Outcomes—2024 Short-Term Incentive Compensation.” (4)The amount reported represents (i) our matching contribution of $5,000 under our 401(k) Plan, (ii) $606 paid to our disability insurance plan, and (iii) $15,207 for personal cybersecurity services (which includes a $7,707 gross up for taxes payable as a result of the cybersecurity services). (5)The amount reported represents (i) our matching contribution of $5,000 under our 401(k) Plan, (ii) $928 paid to our disability insurance plan, and (iii) $29,750 for personal cybersecurity services (which includes a $14,750 gross up for taxes payable as a result of the cybersecurity services). (6)The amount reported represents (i) our matching contribution of $5,000 under our 401(k) Plan and (ii) $2,652 paid to our disability insurance plan. (7)The amount reported represents (i) our matching contribution of $5,000 under our 401(k) Plan and (ii) $606 paid to our disability insurance plan. (8)The amounts reported represent pro-rated amounts due to Ms. Gessert’s employment start date in April 2023. (9)The amount reported represents (i) our matching contribution of $5,000 under our 401(k) Plan and (ii) $619 paid to our disability insurance plan.

  107. 2024 Summary Compensation Table

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  108. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information concerning each grant of an award made in 2024 for each of our NEOs under any plan. This information supplements the information about these awards set forth in the 2024 Summary Compensation Table.

  109. 2024 Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Hayden Brown | Cash | — | — | 5,950 | 595,000 | 1,428,000 | — | — | — | — | — | | | RSU | 03/18/2024 | 02/06/2024 | — | — | — | — | — | — | 283,731 | 3,421,796 | | | PSU | 03/18/2024 | 02/20/2024 | — | — | — | 2,127 | 425,597 | 851,195 | — | 5,132,700 | | Erica Gessert | Cash | — | — | 3,667 | 458,333 | 1,320,000 | — | — | — | — | — | | | RSU | 03/18/2024 | 02/06/2024 | — | — | — | — | — | — | 134,926 | 1,627,208 | | | PSU | 03/18/2024 | 02/20/2024 | — | — | — | 674 | 134,926 | 269,853 | — | 1,627,208 | | David T. Bottoms | Cash | — | — | 2,136 | 267,053 | 769,111 | — | — | — | — | — | | | RSU | 03/18/2024 | 02/06/2024 | — | — | — | — | — | — | 96,376 | 1,162,295 | | | PSU | 03/18/2024 | 02/20/2024 | — | — | — | 481 | 96,376 | 192,752 | — | 1,162,295 |

  110. 2024 Grants of Plan-Based Awards Table

    (1)These columns show a range of possible payouts under our 2024 Performance Bonus Plan, as described in “—Compensation Discussion and Analysis—2024 Compensation Targets and Outcomes—2024 Short-Term Incentive Compensation.” These amounts do not correspond to the actual amounts that were received by our NEOs. The amount shown in the “Threshold” column represents the amount payable if the minimum level of company performance was achieved for a positive payout to occur under our 2024 Performance Bonus Plan and the NEO (other than our CEO) earned the maximum negative individual performance adjustment (-20%). The amount shown in the “Target” column represents the amount payable if the “target” level of company performance (100% of performance target) was achieved for our 2024 Performance Bonus Plan, without taking into account any impact from the GSV modifier or individual performance adjustment. The amount shown in the “Maximum” column represents the amount payable if the maximum level of company performance (200% of company performance target) was achieved for our 2024 Performance Bonus Plan, the maximum GSV multiplier was achieved, and the NEO (other than our CEO) earned the maximum positive individual performance adjustment (+20%). The actual amounts received by our NEOs were as follows: Ms. Brown, $761,600; Ms. Gessert, $607,787; and Mr. Bottoms, $374,643. (2)These columns show a range of outcomes possible under the PSU awards granted in 2024. The amount shown in the “Threshold” column represents the number of PSUs that would become Earned PSUs if the minimum level of performance was achieved for any PSUs to become Earned PSUs. The amount shown in the “Target” column represents the number of PSUs that would become Earned PSUs if the “target” level of performance (100% of performance target) was achieved for each measurement period for the 2024 PSU awards. The amount shown in the “Maximum” column represents the number of PSUs that would become Earned PSUs if the maximum level of performance (200% of performance target) was achieved for each measurement period for the 2024 PSU awards. Further information about these awards is provided in the section titled “—Compensation Discussion and Analysis—2024 Compensation Targets and Outcomes—2024 Long-Term Incentive Compensation.” (3)The amounts reported represent the grant date fair value calculated in accordance with ASC 718. See Note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. For PSUs, the amount reported is based on the probable outcome of the applicable performance conditions, which reflects the target level of performance at the time of grant (100% of performance target). Each NEO was granted RSU and PSU awards in 2024 as described in “—Compensation Discussion and Analysis—2024 Compensation Targets and Outcomes—2024 Long- Term Incentive Compensation.” The vesting of these stock awards is detailed in the “Outstanding Equity Awards at 2024 Fiscal Year-End” table below.

  111. 2024 Grants of Plan-Based Awards Table

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  112. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table The following table presents, for each of the NEOs, information regarding outstanding stock options, RSUs, and PSUs held as of December 31, 2024.

  113. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | Option Awards | | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Hayden Brown | 09/26/2017 | 193,510 | — | — | 3.68 | 09/25/2027 | — | — | — | — | | | 01/18/2021(4) | — | — | 1,500,000 | 38.80 | 01/17/2031 | — | — | — | — | | | 02/17/2021(5) | — | — | — | — | — | 2,563 | 41,905 | — | — | | | 02/17/2021(6) | — | — | — | — | — | 5,104 | 83,450 | — | — | | | 02/18/2022(7) | — | — | — | — | — | 38,052 | 622,150 | — | — | | | 02/18/2022(8) | — | — | — | — | — | 47,945 | 783,901 | — | — | | | 02/18/2023(9) | — | — | — | — | — | 165,000 | 2,697,750 | — | — | | | 02/18/2023(10) | — | — | — | — | — | 133,650 | 2,185,178 | –- | — | | | 03/18/2024(11) | — | — | — | — | — | 230,532 | 3,769,198 | –- | –- | | | 03/18/2024(12) | — | — | — | — | — | — | — | 425,597 | 6,958,511 | | Erica Gessert | 05/18/2023(13) | — | — | — | — | — | 375,000 | 6,131,250 | — | — | | | 03/18/2024(11) | — | — | — | — | — | 109,628 | 1,792,418 | — | — | | | 03/18/2024(12) | — | — | — | — | — | — | — | 134,926 | 2,206,040 | | David T. Bottoms | 09/18/2022(14) | — | — | — | — | — | 62,860 | 1,027,761 | — | — | | | 02/18/2023(9) | — | — | — | — | — | 33,750 | 551,813 | — | — | | | 03/18/2024(11) | — | — | — | — | — | 78,306 | 1,280,303 | — | — | | | 03/18/2024(12) | — | — | — | — | — | — | — | 96,376 | 1,575,748 |

  114. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    (1)Outstanding equity awards with a grant date prior to August 30, 2018, the date the 2018 Plan became effective, were granted under our 2014 Equity Incentive Plan, which we refer to as the 2014 Plan. Outstanding equity awards with a grant date after August 30, 2018, were granted under the 2018 Plan. The vesting of all awards is subject to continued service on each vesting date, in addition to any additional vesting terms described below. (2)Represents the fair market value of the shares underlying the stock awards based on the closing price on Nasdaq of our common stock on December 31, 2024 (the last day of business of 2024), which was $16.35 per share. (3)The amounts in this column represent the number of PSUs that would become Earned PSUs if the “target” level of performance (100% of performance target) was achieved for each measurement period for the 2024 PSU awards. Any portion of the PSUs that are eligible to become Earned PSUs based on company performance will be fully vested upon the Certification Date following the end of each applicable fiscal year, subject to such NEO’s continued service on the applicable Certification Date. See “—Compensation Discussion and Analysis—2024 Compensation Targets and Outcomes—2024 Long-Term Incentive Compensation” for more information. A description of the treatment of the 2024 PSUs upon a change in control is provided in the section titled “—Potential Payments upon Termination or Change in Control.” (4)The stock option vests as described in the section titled “—Compensation Discussion and Analysis—2024 Long-Term Incentive Compensation —2021 CEO Performance Award Outcomes.” The time vesting requirement of the stock option is subject to acceleration upon certain events as described in the section titled “—Potential Payments upon Termination or Change in Control.” (5)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after February 18, 2021, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from February 18, 2021, subject to Ms. Brown’s continued

  115. Outstanding Equity Awards at 2024 Fiscal Year-End Table

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  116. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (6)The earned PSUs vested 25% on February 18, 2022 and thereafter 1/16th of the earned PSUs shall vest on each quarterly anniversary thereafter, subject to Ms. Brown’s continued service. The earned PSUs are subject to acceleration upon certain events as described in “— Potential Payments upon Termination or Change in Control.” (7)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after February 18, 2022, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from February 18, 2022, subject to Ms. Brown’s continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (8)The earned PSUs vested 25% on February 18, 2023 and thereafter 1/16th of the earned PSUs shall vest on each quarterly anniversary thereafter, subject to Ms. Brown’s continued service. The earned PSUs are subject to acceleration upon certain events as described in “— Potential Payments upon Termination or Change in Control.” (9)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after February 18, 2023, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from February 18, 2023, subject to the NEO’s continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (10)The earned PSUs vested 25% on February 18, 2024 and 1/16th of the earned PSUs shall vest on each quarterly anniversary thereafter, subject to the NEO’s continued service. The earned PSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (11)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after March 18, 2024, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from March 18, 2024, subject to the NEO’s continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” (12)Represents PSUs granted in 2024 that vest based on the achievement of company performance targets in each of 2025 and 2026, subject to the recipient’s continued service through the date on which company performance during each performance period is certified by the compensation committee. The first such certification date is expected to take place in early 2026. A description of the treatment of the 2024 PSUs upon a change in control is provided in the section titled “—Potential Payments upon Termination or Change in Control.” (13)The RSUs vested 25% on May 18, 2024 and thereafter the RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after May 18, 2024, over 12 quarters of continuous service, such that the RSU award shall vest in full four years from May 18, 2023, subject to Ms. Gessert’s continued service. The RSUs are subject to acceleration upon certain events as described in “— Potential Payments upon Termination or Change in Control.” (14)The RSUs will vest in equal installments of 1/16th of the total number of RSUs on each quarterly anniversary after September 18, 2022, over 16 quarters of continuous service, such that the RSU award shall vest in full four years from September 18, 2022, subject to Mr. Bottoms’s continued service. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.”

  117. 2024 Stock Option Exercises and Stock Vested Table

    2024 Stock Option Exercises and Stock Vested Table The following table presents, for each of our NEOs, the number of shares of our common stock acquired upon the exercise of stock options or vesting and settlement of RSUs and PSUs during 2024 and the aggregate value realized upon the exercise of stock options and the vesting and settlement of RSUs and PSUs.

  118. 2024 Stock Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Hayden Brown | 68,199 | 905,683 | 329,926 | 4,203,164 | | Erica Gessert | — | — | 250,298 | 3,031,048 | | David T. Bottoms | — | — | 68,989 | 863,095 |

  119. 2024 Stock Option Exercises and Stock Vested Table

    (1)The value realized upon exercise of an option equals the difference between the price per share of our common stock on Nasdaq on the exercise date less the exercise price per share of the option. Amounts shown are presented on an aggregate basis for all exercises that occurred during 2024. (2)The value realized upon the vesting and settlement of an RSU or PSU is based on the closing price on Nasdaq of our common stock on the date prior to the vesting date. Amounts shown are presented on an aggregate basis for all vesting and settlement that occurred during 2024.

  120. 2024 Stock Option Exercises and Stock Vested Table

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  121. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We have entered into a Severance Agreement with each of our NEOs that provides for certain protections in the event of certain involuntary terminations of employment in exchange for a customary release of claims as described above in “— Compensation Discussion and Analysis—Other Compensation Elements—Post-Employment Compensation.”

  122. 2024 Potential Payments upon Termination or Change in Control Table

    2024 Potential Payments upon Termination or Change in Control Table The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our NEOs. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2024, and the price per share of our common stock was the closing price on Nasdaq as of December 31, 2024 (the last day of business of 2024), which was $16.35 per share. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.

  123. 2024 Potential Payments upon Termination or Change in Control Table

    | | Qualifying Termination - No Change in Control | | | | Qualifying Termination - Change in Control | | | | | | Name | Cash Severance ($)(1) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($)(2) | Total ($) | Cash Severance ($)(1) | Bonus Payment ($)(3) | Continuation of Medical Benefits ($) | Value of Accelerated Vesting ($)(2) | Total ($) | | Hayden Brown | 600,000 | 30,069 | 5,091,766 | 5,721,835 | 900,000 | 600,000 | 45,103 | 10,183,532 | 11,728,635 | | Erica Gessert | 577,500 | 30,786 | — | 608,286 | 577,500 | 462,000 | 30,786 | 7,923,668 | 8,993,954 | | David T. Bottoms | 224,153 | 15,490 | — | 239,643 | 448,305 | 268,983 | 30,981 | 2,859,877 | 3,608,146 |

  124. 2024 Potential Payments upon Termination or Change in Control Table

    (1)The severance amount related to base salary was determined based on salaries in effect on December 31, 2024. (2)The value of accelerated vesting is calculated based on the per share closing price on Nasdaq as of December 31, 2024 (the last day of business of 2024), which was $16.35 per share (in the case of unvested stock options, if applicable, such per share closing price less the aggregate exercise price of each outstanding unvested stock option). The CEO Performance Award was not included, as the exercise price for such award was above the per share closing price of our common stock on Nasdaq as of December 31, 2024 (the last day of business of 2024). (3)The value of the bonus payment was determined based on the full amount of the target bonus in effect on December 31, 2024.

  125. 2024 Potential Payments upon Termination or Change in Control Table

    | 74 2025 Proxy Statement | |

  126. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, which we refer to as CAP, and certain financial performance of our company and peers. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to “—Compensation Discussion and Analysis.”

  127. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO(2) ($) | Compensation Actually Paid to PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income (Loss)(7) ($ in thousands) | Company- Selected Measure: Adjusted EBITDA(8) ($ in thousands) | | | | | | | Upwork Total Stockholder Return(5) ($) | Peer Group Total Stockholder Return(6) ($) | | | | 2024 | 9,931,909 | 11,253,398 | 3,795,326 | 8,182,626 | 153 | 188 | 215,586 | 167,593 | | 2023 | 9,508,141 | 13,594,420 | 3,483,866 | 4,257,285 | 139 | 176 | 46,887 | 73,134 | | 2022 | 8,474,727 | (25,586,673) | 4,573,989 | (3,208,187) | 98 | 108 | (89,885) | (4,029) | | 2021 | 34,909,304 | 29,693,025 | 2,116,323 | 1,991,129 | 320 | 178 | (56,240) | 19,127 | | 2020 | 848,412 | 25,983,464 | 2,441,919 | 4,223,757 | 324 | 140 | (22,867) | 14,022 |

  128. Pay Versus Performance

    (1)Ms. Brown served as our principal executive officer, which we refer to as our PEO, for the entirety of 2020, 2021, 2022, 2023, and 2024, and our NEOs other than our PEO, which we refer to as our Non-PEO NEOs, for the applicable years were as follows: (i) for 2024: Erica Gessert and David T. Bottoms; (ii) for 2023: Erica Gessert and Eric Gilpin; (iii) for 2022: Eric Gilpin and Jeff McCombs; (iv) for 2021: Eric Gilpin and Jeff McCombs; and (v) for 2020: Eric Gilpin, Jeff McCombs, and Brian Kinion. (2)Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our Non- PEO NEOs. (3)Amounts reported in this column represent CAP to Ms. Brown as our PEO in the indicated fiscal years, as calculated per Item 402(v) of Regulation S-K. Such calculations are based on Ms. Brown’s total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with ASC 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our applicable Annual Report on Form 10-K and the footnotes to the Summary Compensation Table that appears in our applicable definitive proxy statement. The dollar amounts do not reflect the actual amount of compensation we consider to be earned by or paid to Ms. Brown during the applicable year. There were no dividends paid and no changes to the value of pension benefits, as we do not provide pension benefits.

  129. Pay Versus Performance

    | PEO | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | | Summary Compensation Table—Total Compensation(a) | 848,412 | 34,909,304 | 8,474,727 | 9,508,141 | 9,931,909 | | Subtract Amounts Reported Under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year(b) | — | (33,406,652) | (7,455,075) | (8,594,663) | (8,554,496) | | Add Fair Value of Awards Granted During Applicable Fiscal Year That Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End(c) | — | 23,631,900 | 3,178,100 | 10,086,827 | 10,727,717 | | Add/Subtract Awards Granted During Prior Fiscal Years That Were Outstanding and Unvested as of Applicable Fiscal Year End, Determined Based on Change in Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End(d) | 22,547,000 | (190,309) | (25,451,923) | 1,728,994 | 2,076,283 | | Add Fair Value of Awards Granted During Applicable Fiscal Year That Vested During the Fiscal Year of Grant, Determined as of Applicable Vesting Date(e) | 69,150 | 319,445 | 748,542 | 668,238 | 663,569 | | Add/Subtract Awards Granted During Prior Fiscal Years That Vested During Applicable Fiscal Year, Determined Based on Change in Fair Value from Prior Fiscal Year End to Vesting Date(f) | 2,518,902 | 4,429,337 | (5,081,044) | 501,979 | (581,896) | | Subtract Fair Value of Awards Granted During Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Applicable Fiscal Year, Determined as of Prior Fiscal Year End(g) | — | — | — | (305,095) | (3,009,688) | | Compensation Actually Paid | 25,983,464 | 29,693,025 | (25,586,673) | 13,594,420 | 11,253,398 |

  130. Pay Versus Performance

    (a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

  131. Pay Versus Performance

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  132. Pay Versus Performance

    (b)Represents the aggregate grant date fair value of the stock awards and option awards granted to Ms. Brown during the indicated fiscal year, computed in accordance with ASC 718. Amounts shown are the amounts reported in the Summary Compensation Table. (c)Represents the aggregate fair value as of the indicated fiscal year end of Ms. Brown’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with ASC 718. (d)Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards granted in prior fiscal years and held by Ms. Brown as of the last day of the indicated fiscal year, computed in accordance with ASC 718. (e)Represents the aggregate fair value at vesting of the option and stock awards that were both granted to Ms. Brown and vested during the indicated fiscal year, computed in accordance with ASC 718. (f)Represents the aggregate change in fair value, measured from the prior fiscal year end to the vesting date, of each stock award and option award held by Ms. Brown that was granted in a prior fiscal year and vested during the indicated fiscal year, computed in accordance with ASC 718. (g)Represents the aggregate fair value as of the last day of the prior fiscal year of Ms. Brown’s stock awards and option awards that were granted in a prior fiscal year and failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC 718. (4)Amounts reported in this column represent the average CAP to our Non-PEO NEOs in the indicated fiscal year, as calculated per Item 402(v) of Regulation S-K. Such calculations are based on the average total compensation for such Non-PEO NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below. In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with ASC 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our applicable Annual Report on Form 10-K and the footnotes to the Summary Compensation Table that appears in our applicable definitive proxy statement. The dollar amounts do not reflect the actual amount of compensation we consider to be earned by or paid to our Non-PEO NEOs during the applicable year. There were no dividends paid and no changes to the value of pension benefits, as we do not provide pension benefits.

  133. Pay Versus Performance

    | Non-PEO NEO Average* | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | | Summary Compensation Table—Total Compensation(a) | 2,441,919 | 2,116,323 | 4,573,989 | 3,483,866 | 3,795,326 | | Subtract Amounts Reported Under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year(b) | (1,931,376) | (1,126,933) | (3,836,932) | (2,943,800) | (2,789,502) | | Add Fair Value of Awards Granted During Applicable Fiscal Year That Remain Unvested as of Applicable Fiscal Year End, Determined as of Applicable Fiscal Year End(c) | 4,164,286 | 579,986 | 538,543 | 4,461,000 | 3,427,258 | | Add/Subtract Awards Granted During Prior Fiscal Years That Were Outstanding and Unvested as of Applicable Fiscal Year End, Determined Based on Change in Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End(d) | 467,619 | (62,360) | (507,769) | — | 3,855,412 | | Add Fair Value of Awards Granted During Applicable Fiscal Year That Vested During the Fiscal Year of Grant, Determined as of Applicable Vesting Date(e) | 158,029 | 124,483 | 345,331 | 10,438 | 273,146 | | Add/Subtract Awards Granted During Prior Fiscal Years That Vested During Applicable Fiscal Year, Determined Based on Change in Fair Value from Prior Fiscal Year End to Vesting Date(f) | 178,525 | 359,630 | (1,988,433) | 845 | (379,014) | | Subtract Fair Value of Awards Granted During Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Applicable Fiscal Year, Determined as of Prior Fiscal Year End(g) | (1,255,245) | — | (2,332,916) | (755,063) | — | | Compensation Actually Paid | 4,223,757 | 1,991,129 | (3,208,187) | 4,257,285 | 8,182,626 |

  134. Pay Versus Performance

    *Please see footnote 1 above for the Non-PEO NEOs included in the average for each indicated fiscal year. (a)Represents the average Total Compensation as reported in the Summary Compensation Table for the Non-PEO NEOs in the indicated fiscal year. (b)Represents the average aggregate grant date fair value of the stock awards and option awards granted to the Non-PEO NEOs during the indicated fiscal year, computed in accordance with ASC 718. Amounts shown are the amounts reported in the Summary Compensation Table. (c)Represents the average aggregate fair value as of the indicated fiscal year end of the Non-PEO NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with ASC 718. (d)Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards granted in prior fiscal years and held by the Non-PEO NEOs as of the last day of the indicated fiscal year, computed in accordance with ASC 718. (e)Represents the average aggregate fair value at vesting of the stock awards and option awards that were both granted to the Non- PEO NEOs and vested during the indicated fiscal year, computed in accordance with ASC 718.

  135. Pay Versus Performance

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  136. Pay Versus Performance

    (f)Represents the average aggregate change in fair value, measured from the prior fiscal year end to the vesting date, of each stock award and option award held by the Non-PEO NEOs that was granted in a prior fiscal year and vested during the indicated fiscal year, computed in accordance with ASC 718. (g)Represents the average aggregate fair value as of the last day of the prior fiscal year of the Non-PEO NEOs’ stock awards and option awards that were granted in a prior fiscal year and failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with ASC 718. On September 21, 2022, we entered into a transition and separation agreement with former Non-PEO NEO Jeff McCombs, and Mr. McCombs’s last day of employment was December 31, 2022. Accordingly, we determined that Mr. McCombs’s awards that were forfeited in connection with his departure on December 31, 2022 were not outstanding at fiscal year end and are therefore included in this calculation row for 2022. On May 2, 2023, we entered into the Gilpin Transition Agreement with former Non-PEO NEO Eric Gilpin, and Mr. Gilpin’s last day of employment was June 30, 2023. Accordingly, Mr. Gilpin’s awards that were forfeited in connection with his departure on June 30, 2023 were not outstanding at fiscal year end and are therefore included in this calculation row for 2023. (5)Pursuant to SEC rules, the comparison assumes $100 was invested in our common stock on December 31, 2019, using the closing stock price of the end of the last day that was prior to the beginning of our fiscal year 2020. Historic stock price performance is not necessarily indicative of future stock price performance. There were no dividends or other earnings paid in the covered fiscal years. (6)The TSR Peer Group consists of the Nasdaq 100 Technology Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. This column assumes $100 was invested in this peer group on December 31, 2019 (same period as used for footnote 5 above). (7)The amounts shown in this column are also included in our audited financial statements. For 2024, net income includes a non-cash tax benefit of $140.3 million from the release of a valuation allowance on certain deferred tax assets. (8)Our compensation committee determined adjusted EBITDA to be the most important financial performance measure used to link company performance to CAP to our PEO and Non-PEO NEOs for 2024 because, in its view, it was the company performance measure most consistent with our then-primary near-term objective of pursuing durable, profitable growth that management would have the greatest ability to impact in a challenging macroeconomic environment. Adjusted EBITDA was the company performance metric that had the greatest impact on payouts for our PEO and Non-PEO NEOs under our 2024 Performance Bonus Plan, and adjusted EBITDA margin (calculated by dividing adjusted EBITDA by revenue) was one of two performance metrics underlying the PSUs granted to our PEO and Non-PEO NEOs in 2024. Adjusted EBITDA is not a financial measure prepared in accordance with 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 A: Reconciliation of Non-GAAP Financial Measures.”

  137. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K, we are providing below disclosure relating to the ratio of the annual total compensation of our CEO, Ms. Brown, to the median of the annual total compensation of all of our employees (except for our CEO), which we refer to as the CEO Pay Ratio. For 2024: •The annual total compensation of our CEO, Ms. Brown, was $9,931,909, as reported in the “Total” column of the 2024 Summary Compensation Table; •The median of the annual total compensation of all our employees (except for our CEO) was $230,794; and •The CEO Pay Ratio was 43 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. To identify our median employee, we took the following steps: •We selected December 31, 2024, the last day of our 2024 fiscal year, as the determination date for purposes of identifying our median employee. •As of December 31, 2024, our employee population consisted of approximately 600 individuals (except for our CEO) working at our parent company and consolidated subsidiaries, which included all employees whether employed on a full-time or part-time basis, including three employees located outside the United States. We did not include any independent team members or other non-employee workers in our employee population. •Compensation was measured over the 12-month period beginning on January 1, 2024 and ending on December 31, 2024. We selected our median employee using a compensation measure consisting of our principal broad-based compensation elements (consisting of annual base salary, annual cash bonus or commission, and the grant date fair value of equity awards granted during the year) and calculated using the same methodology we use to calculate the amount reported for our CEO in the “Total” column of the 2024 Summary Compensation Table as set forth in this Proxy Statement. •We annualized the cash compensation for full-time and part-time permanent employees who were hired during 2024 but did not work for us the entire year. •All employees except for our CEO were ranked from lowest to highest with the median determined from this list. Because SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to our CEO Pay Ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  138. CEO Pay Ratio Disclosure

    | 80 2025 Proxy Statement | |