UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the 

Securities Exchange Act of 1934 

(Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

 UPWORK INC. 

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

To Our Fellow Stockholders,

In an era marked by the rapid ascent of generative AI and its profound impact on the nature of work, Upwork, as the world’s work marketplace, not only navigated these unchartered waters but harnessed these forces to create unprecedented opportunities for businesses, large and small, as well as independent professionals around the globe.

Amid this backdrop of technological and work revolution, Upwork's performance over the last year stands as a testament to the strength and resilience of our strategic vision, our platform, our community, our team, and our long-term opportunity.

Strong Operational and Financial Performance

In 2023, Upwork achieved Gross Services Volume (GSV)¹ of $4.1 billion, demonstrating the vibrant breadth and depth of work that our customers engage in on our marketplace. We drove revenue that reached $689.1 million, representing 11% year-over-year growth.

Our commitment to operational excellence, strategic investments, and durable, profitable growth led to net income of $46.9 million and adjusted EBITDA² of $73.1 million—the highest in our company’s history—reflecting a profit margin of 7% and an adjusted EBITDA margin of 11%.

We remain committed to profitable growth and generating positive free cash flow going forward and are confident that our strong financial foundation will enable further innovation and investment back into our business.

Innovating Work With Human-Centered AI

As we chart the future of work, we are strategically integrating human-centered artificial intelligence technology and opportunities across our business. We are focusing our efforts on innovating new AI-powered features and platform experiences across every category of work, giving talent on Upwork access to the most modern generative AI tools to supercharge their productivity and quality of work, and providing clients with a single destination for sourcing the full breadth of AI-focused talent they need.

Central to our AI strategy is our goal to serve as the preeminent destination for AI-related talent and work. In an era when AI expertise is increasingly sought after, Upwork stands as a beacon for businesses of all sizes, offering access to a diverse global pool of professionals skilled in the latest AI technologies and disciplines, while offering those professionals a multitude of compelling, meaningful work opportunities.

We are enabling customers on Upwork to access and leverage the most advanced generative AI tools available, such as Upwork Chat Pro—a GPT-4-powered application designed to help freelancers start, create, and complete projects more efficiently and effectively—and our AI-powered Job Post Generator, which streamlines the job posting process for clients, making it easier and faster to find the right talent.

Furthermore, we built resources and partnerships that give independent talent access to third-party apps, offers, and tools, directly from the Upwork platform. Featured partners include industry-leading companies with AI-powered tools like Adobe, Amazon, ClickUp, Jasper, and Miro, alongside educational AI courses and content from leading providers like Coursera and Udemy that form a new Education Marketplace on Upwork Academy.

A pivotal step in our AI journey in the fourth quarter of 2023 was the targeted acquisition of AI startup Headroom and welcoming co-founder Andrew Rabinovich as Upwork’s head of AI and machine learning, a move that underscores our progress in reimagining the entire customer experience on Upwork using AI. We expect the addition of Headroom’s technology and expertise to accelerate our momentum as a platform where human-centered AI serves as a catalyst for creativity, productivity, and efficiency.

Empowering Customers Through Ongoing Innovation

Upwork also continues to innovate beyond AI in our effort to build a better way for companies and professionals to work.

In a marketplace where visibility can translate into opportunity, our suite of ads and monetization products, which were the fastest-growing revenue stream for Upwork in 2023, are designed to elevate the presence of talent on our platform, ensuring that they can effectively showcase their unique skills and desire to work. Using offerings like Availability Badges, Boosted Proposals, Boosted Profiles, and Freelancer Plus, talent can signal to prospective clients that they are ready to start a project immediately, boost proposals to secure work, promote their profiles at the top of a client’s search results, and more. Recognizing the need for clarity and simplicity on our marketplace, we also streamlined our talent pricing structure in 2023.

Turning to Enterprise, we made strategic shifts to be well positioned to capture market share and drive value for our largest clients. We made integral improvements to our Enterprise Suite, including dashboards and reporting, and launched partnerships with major vendor management system (VMS) platforms SAP Fieldglass and Flextrack to make it easier for Enterprise customers to use Upwork within their existing workflows and technology stacks. By doing so, we not only offer flexibility and efficiency but also position Upwork as a vital partner in managing and scaling talent strategies for the world’s largest organizations.

Commitment to Workforce Innovation and Well-being

We believe that doing what is right for our workforce, our stakeholders, and the planet is also right for our business.

At Upwork, we actively promote diversity, inclusion, and belonging (DIBs) through several key initiatives. Our Upwork Belonging Communities are groups that provide a supportive space for team members to forge connections with others who share similar characteristics or life experiences. UPstanders is a transformative program led by our team members who commit to fostering authenticity, practicing inclusion, and challenging biases, which is integral to cultivating a supportive and open work environment. Additionally, our GlowUP gatherings provide forums for Upwork’s leaders of color to connect, strengthen relationships, and grow their leadership capabilities, while Our Place serves as a vibrant virtual hub for Upwork’s most senior Black women to build camaraderie and connection. Our continued McKinsey management training programs are designed to help our early- to mid-career Asian, Black, and Latinx team members develop and hone their day-to-day leadership skills.

In 2023, we embarked on a partnership with LeaderFactor, enhancing our commitment to psychological safety within the workplace. This initiative provides our teams with essential assessments and action-planning tools, ensuring a supportive environment that underpins our inclusive culture.

We’ve also embraced AI-driven solutions to enrich our DIBs approach. We onboarded SeekOut, an AI-driven diversity search platform, to afford us deeper insights into our talent pipeline and enable us to proactively reach candidates from underrepresented communities. To further drive objectivity and mitigate bias in our performance assessments, we introduced Textio Lift, an AI tool that assists managers in writing actionable, high-quality performance evaluations.

Our comprehensive benefits package continues to offer holistic support for employees across healthcare, wellness, and work-life balance, including new personalized guidance on navigating the healthcare system and understanding benefits as well as expanded family-planning benefits.

Being awarded a place among Digiday’s WorkLife 50 for our culture and DEI efforts and named by Built In as one of the Best Places to Work in 2023 reflects our dedication to creating a workplace where our people programs are a cornerstone of our corporate identity and business objectives.

We believe that operating in a responsible and sustainable way will drive long-term value creation, and in 2023, Upwork continued to lead by example in environmental sustainability, demonstrating how a remote-first organization can mitigate its impact on the planet.

This year, we took measurable strides by updating our Global Environmental Policy, emphasizing a comprehensive approach to sustainability. We are proud to report minimal Scope 1 and 2 market-based emissions, totaling just 18 metric tons of CO2e in 2023, with emissions across all scopes verified by an independent third party.

Another important element of our approach to sustainability is our commitment to purchasing carbon-free electricity to match 100% of the electricity we consume in our offices and as a result of the work our team members conduct remotely. Additionally, we successfully reused or recycled 100% of our e-waste in 2023 and have committed to doing so every year going forward, further minimizing our environmental impact.

As a result, USA Today named Upwork one of America’s Climate Leaders, and Newsweek listed us as one of America’s Most Responsible Companies in 2023. These accolades highlight our ongoing commitment to not just meeting but exceeding sustainability standards within our industry.

Looking Ahead

As we reflect on 2023 and the path that lies ahead, Upwork's role in shaping the future of work has never been more vital. Over the course of the past year, our platform has been a conduit for $3.8 billion of economic opportunity, empowering businesses and independent professionals to connect, collaborate, get work done, and thrive in a rapidly evolving work landscape.

Our commitment to sustainable, responsible, and profitable growth remains unwavering. Guided by our strategic vision and driven by our track record of innovation, we are poised to continue creating a new standard for what work can and should be in the months and years ahead.

Thank you for your continued support of our business and our mission.

Sincerely,

Hayden Brown 

President and Chief Executive Officer

¹ GSV represents the total amount that clients spend on our offerings as well as additional fees we charge to talent and clients for other services. Independent talent on our work marketplace, which we refer to as talent, includes independent professionals and agencies of varying sizes and is an increasingly sought-after, critical, and expanding segment of the global workforce. We define clients as users that seek and work with talent through our work marketplace. We refer to clients and talent together as customers. For additional information related to how we calculate GSV, see page 44 of our Annual Report on Form 10-K for the year ended December 31, 2023.

2 Adjusted EBITDA is not prepared in accordance with, and is not an alternative to, financial measures prepared in accordance with GAAP. See “Appendix A: Reconciliation of Non-GAAP Financial Measures” for the definition of adjusted EBITDA, information regarding our use of adjusted EBITDA, and a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable financial measure prepared under GAAP.

April 23, 2024 

To Our Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Upwork Inc., which we refer to as the Annual Meeting. The meeting will be held exclusively online via live webcast on Friday, June 7, 2024, at 8:00 a.m. Pacific Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/UPWK2024, where you will be able to listen to the meeting live, submit questions, and vote online.

The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. The Annual Meeting materials include the notice, Proxy Statement, and annual report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper copy of the materials, by mail.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by internet, by telephone, or if you received a paper copy of the meeting materials by mail, by completing and returning the enclosed proxy card or voting instruction form in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the meeting. Returning the proxy does not affect your right to attend and to vote your shares at the Annual Meeting.

Sincerely,

Thomas Layton 

Chairperson of the Board of Directors

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER

MEETING TO BE HELD ON FRIDAY, JUNE 7, 2024: THE PROXY STATEMENT AND ANNUAL REPORT ARE

AVAILABLE AT www.proxyvote.com

Table of Contents

References to our website in this Proxy Statement are not intended to function as hyperlinks, and the information contained on our website is not intended to be incorporated into this Proxy Statement. In this Proxy Statement, we refer to Upwork Inc. as “Upwork,” the “Company,” “we,” “us,” or “our.”

Forward-Looking Statements

This Proxy Statement includes forward-looking statements. All statements contained in this Proxy Statement, other than statements of historical fact, are forward-looking statements. These statements are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance or events and are subject to risks, assumptions, estimates, and uncertainties that are difficult to predict. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and our subsequently filed Quarterly Reports on Form 10-Q.

In addition, forward-looking and other statements in this Proxy Statement may also address our corporate responsibility and sustainability and impact progress, plans, and goals. The inclusion of such statements is not an indication that these matters are necessarily material for the purposes of complying with or reporting pursuant to U.S. securities laws and regulations, even if we use the word “material” or “materiality” in this Proxy Statement. Certain of our disclosures are informed by various third-party frameworks, in addition to stakeholder expectations. However, we cannot guarantee strict adherence to framework recommendations, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control.

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Meeting Information

Proposals and Voting Recommendations

Key 2023 Business Highlights

We operate the world’s largest work marketplace that connects businesses with independent talent from across the globe, as measured by GSV. In 2023, we generated strong operational and financial results while advancing valuable strategic initiatives.

2023 Performance Highlights

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2023 Strategic Highlights

Stockholder Engagement

Our board of directors and management team value feedback from our stockholders. Members of our board of directors and management directly engage in regular dialogue with our stockholders on matters ranging from our business and performance to executive compensation, corporate governance, and sustainability and impact practices so that we can understand stockholders’ views and expectations and share our perspectives on these important subjects.

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Fall 2023 Stockholder Engagement and 2024 Executive Compensation Updates

In response to declining support for the advisory votes to approve named executive officer compensation, which we refer to as Say-on-Pay, at our last two annual stockholder meetings, our fall 2023 engagement campaign focused particularly on understanding the perspectives and concerns of our stockholders regarding our executive compensation program and obtaining feedback on potential changes to our executive compensation practices. Informed by feedback received during these meetings and our spring 2023 engagements, our compensation committee made significant updates to our executive compensation program effective for 2024. We introduced new, differentiated metrics in our short- and long-term incentive programs that reinforce our strategic focus on durable, profitable growth. In addition, we adopted multi-year performance goals for our long-term incentive program to drive long-term performance and stockholder value.

Additional updates to our executive compensation, corporate governance, and sustainability and impact practices and associated disclosures are described further under the headings “Corporate Governance–Stockholder Engagement” and “Executive Compensation–Executive Summary.”

Our Impact Priorities

We believe that doing what is right for our stakeholders and the planet is also right for our business, and our sustainability and impact strategy is built around the six focus areas below.

For more information on our sustainability and impact programs and performance, see “Corporate Governance—Sustainability and Impact Strategy and Notable Accomplishments” below and our 2023 Impact Report, published in April 2024, which is available on our website at upwork.com/about/our-impact/2023-impact-report.¹

¹ Our website and the information contained on our website and in our 2023 Impact Report are not part of or incorporated by reference into this Proxy Statement.

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Executive Compensation Philosophy

Our executive compensation philosophy is to provide a competitive compensation program that attracts and retains talented executives, including our Named Executive Officers, whom we identify in “Compensation Discussion and Analysis,” and that aligns their economic interests with those of our stockholders by motivating and rewarding the achievement of our short- and long-term business objectives, thereby creating sustainable long-term value for our stockholders.

Executive Compensation Overview

Core Elements of 2023 Executive Compensation

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Corporate Governance Highlights

We are strongly committed to good corporate governance practices. These practices provide an important framework within which our board of directors and management can pursue our strategic objectives for the benefit of our stockholders. Key elements include the following:

² “Diverse,” “female,” “underrepresented minority,” and “LGBTQ+” as defined in The Nasdaq Stock Market LLC, which we refer to as Nasdaq, listing standards. 

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Board Composition and Director Expertise, Experience, and Attributes

Our board of directors comprises a diverse mix of directors with complementary expertise, experience, and attributes, and our commitment to creating a diverse and 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.

³ Age and tenure as of March 31, 2024. Tenure does not include service on the board of directors of Elance, Inc., which we refer to as Elance, or oDesk Corporation, which we refer to as oDesk, prior to the combination of the two companies in March 2014. “Diverse,” “female,” “underrepresented minority,” and “LGBTQ+” as defined in the Nasdaq listing standards. “ESG” means environmental, social, and governance.

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Notice of 2024 Annual Meeting of Stockholders

There is no physical location for the Annual Meeting. Only stockholders of record at the close of business on April 8, 2024, which we refer to as the Record Date, are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Items of Business 

Stockholders will also transact on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The items of business are described more fully in the accompanying Proxy Statement.

Participation in Annual Meeting

We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at the web address listed above. Please see “Important Information About the Annual Meeting” for additional information.

The Annual Meeting will begin promptly at 8:00 a.m. Pacific Time. The virtual meeting room will open at 7:45 a.m. Pacific Time for registration.

Voting

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote as soon as possible using any of the following methods so that your shares may be represented at the Annual Meeting. For specific instructions on how to vote your shares, please see “Frequently Asked Questions—Voting Information” in the accompanying Proxy Statement.

​   ​   Internet Visit the website on your proxy card   ​   ​

​   ​   Telephone 1-800-690-6903   ​   ​

​   ​   Mail Mark, sign, date, and return your proxy card in the enclosed envelope

This Notice of Annual Meeting, Proxy Statement, and form of proxy are being distributed and made available on or about April 23, 2024.

	​	​	By Order of the Board of Directors,
	​
	​	​	Brian Levey  Corporate Secretary  April 23, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FRIDAY, JUNE 7, 2024: THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT www.proxyvote.com

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Important Information About the Annual Meeting

Our Annual Meeting will be conducted online only, via live webcast. Stockholders will be able to access the meeting live by visiting www.virtualshareholdermeeting.com/UPWK2024.

We have conducted efficient and effective virtual meetings since 2019. We intend to continue to ensure that our stockholders are afforded the same rights and opportunities to participate virtually as they would at an in-person meeting. We believe the virtual format makes it easier for stockholders to attend and participate fully and equally in the Annual Meeting. This format also helps us engage with all stockholders regardless of size, resources, or physical location, saves us and stockholders time and money, and aligns with our broader sustainability goals.

Participating in the Annual Meeting

Additional Information About the Annual Meeting

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2024 Proxy Statement

Corporate Governance

We are committed to effective corporate governance that promotes the long-term interests of our stockholders and strengthens the accountability of our board of directors and management. As we continue to mature as a public company, we are committed to evolving our corporate governance practices. Our board of directors takes a thoughtful approach to our governance structure, regularly assessing a range of factors, including regular stockholder input and feedback through our stockholder engagement program. Our board of directors carefully considers each of our corporate governance practices to ensure they are aligned with our state of maturity as a company and the best interests of our stockholders.

Corporate and Compensation Governance Highlights

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for the governance of our company. Our Corporate Governance Guidelines are available in the “Investor Relations” section of our website, which is located at investors.upwork.com, by clicking “Documents & Charters” in the “Governance” section of our website. Our nominating and governance committee reviews the Corporate Governance Guidelines annually, and changes are recommended to our board of directors as warranted.

⁴ “Diverse,” “female,” “underrepresented minority,” and “LGBTQ+” as defined in the Nasdaq listing standards.

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Board Leadership Structure

Our Corporate Governance Guidelines provide that our board of directors shall be free to choose its chairperson in any way that it considers in the best interests of our company, and that the nominating and governance committee periodically considers the leadership structure of our board of directors and makes such recommendations to our board of directors with respect thereto as appropriate. Our board of directors believes it is important to have flexibility in selecting the chairperson of the board of directors and our board leadership structure. Any changes to the leadership structure of our board of directors, if made, will be promptly disclosed in the “Investor Relations” section of our website and will be reflected in our proxy materials for the next annual meeting of stockholders. In making leadership structure determinations, the board of directors considers many factors, including the specific needs of the business and what is in the best interests of our stockholders. Our board of directors, in its sole discretion, may seek input from our stockholders on the leadership structure of the board of directors.

Currently, the positions of chairperson and chief executive officer are held by different individuals. Thomas Layton, an independent director, is the chairperson of our board of directors. Mr. Layton has served as a member of our board of directors and chairperson since our inception. Our board of directors believes that Mr. Layton’s historical knowledge, operational expertise, and extensive leadership experience, including serving as the chairperson of our board of directors since our inception, make him well qualified to serve as chairperson of our board of directors.

Our Corporate Governance Guidelines also provide that, when the positions of chairperson and chief executive officer are held by the same person, the independent directors may designate a “lead independent director.” In cases in which the chairperson and chief executive officer are the same person and a lead independent director has been designated, the chairperson schedules and sets the agenda for meetings of our board of directors in consultation with the lead independent director, and the chairperson, or if the chairperson is not present, the lead independent director, chairs such meetings. The responsibilities of the lead independent director include: calling meetings of the independent directors; presiding at executive sessions of independent directors; serving as principal liaison between the chairperson and the independent directors; disseminating information to the rest of our board of directors; being available under appropriate circumstances for communication with stockholders; providing leadership to the board of directors if circumstances arise in which the role of chief executive officer and chairperson may be, or may be perceived to be, in conflict, and performing such other functions and responsibilities as requested by our board of directors from time to time. Mr. Layton is an independent director, and accordingly, our board of directors has not designated a lead independent director.

Our Board of Directors’ Role in Risk Oversight

Our board of directors, as a whole, has responsibility for risk oversight, although the committees of our board of directors oversee and review risk areas that are particularly relevant to them. The risk oversight responsibility of our board of directors and its committees is supported by our management reporting processes, which are designed to provide visibility to our board of directors and to our personnel who are responsible for risk assessment and information about the identification, assessment, and management of critical risks and management’s risk-mitigation strategies. Our board of directors and its committees engage, as appropriate, external advisors and experts to assist in anticipating future threats and trends and assessing our risk environment. Areas of focus include, among others, competitive, economic, operational, financial (accounting, credit, investment, liquidity, and tax), legal, regulatory, cybersecurity, privacy, compliance, and reputational risks. Our board of directors reviews strategic and operational risk in the context of memorandums distributed prior to, and discussions, question-and-answer sessions, and reports from the management team at, each regular board meeting; receives reports on all significant committee activities at each regular board meeting; and evaluates the risks inherent in significant transactions. In particular, our audit, risk and compliance committee, which we refer to as our audit committee, oversees our enterprise risk management program, including receiving a full enterprise risk assessment from management at least twice a year. Risk mitigation efforts and updates are then reported by management to the audit committee or board of directors throughout the year.

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Each committee of our board of directors meets with key management personnel and representatives of outside advisors to oversee risks associated with their respective principal areas of focus.

We believe this division of responsibilities is an effective approach for addressing the risks we face and that our board leadership structure supports this approach.

Cybersecurity Risk Oversight

While everyone at Upwork plays a part in managing cybersecurity and data privacy risks, oversight responsibility is shared by our board of directors, audit committee, and management.

Our board of directors, as a whole, has responsibility for risk oversight, although the committees of our board of directors oversee and review risk areas that are particularly relevant to their respective functions. Among its focus areas, our audit committee reviews matters relating to cybersecurity and data privacy and regularly reports to our board of directors regarding such matters. One member of our audit committee earned the NACD’s CERT Certificate in Cybersecurity Oversight in 2023. Our audit committee receives quarterly cybersecurity-related updates from our Chief Information Security Officer, who we refer to as our CISO, including in the form of written reports and presentations. Our CISO and audit committee also provide cybersecurity-related updates to the full board of directors three times per year, including regarding recent developments, evolving standards, metrics about cyber threat response preparedness, program maturity milestones, material cybersecurity risks and risk mitigation status, and the current and emerging threat landscape. We also have implemented controls and procedures that provide for the communication of material cybersecurity incidents to our Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer, as well as to our audit committee and/or to our full board of directors on a timely basis.

Our CISO is primarily responsible for our cybersecurity risk management program and partners with our legal team on data privacy matters at the management level. Our CISO has over 25 years of experience in various technology leadership positions across multiple industries including finance, healthcare, and technology. He has held leadership positions specifically in the information security space since 2011 at four publicly traded companies. The CISO’s leadership team members are all seasoned information security professionals who have worked at some of the largest well-known brand names and are experts in their fields. Our CISO monitors, and participates in, our various cybersecurity policies and procedures, and our cybersecurity team regularly updates our CISO on the current status of the cybersecurity environment, cybersecurity incidents, and actual or potential risks. Our CISO and his team provide regular updates to the management team and escalate events that require leadership’s attention.

For more information regarding our cybersecurity and data privacy risk management strategy, see “Cybersecurity” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Majority Voting Standard for Director Elections and Director Resignation Policy

Our amended and restated bylaws provide for a majority voting standard for uncontested elections of directors and require that stockholder director nominations include a written statement as to whether the nominee intends to tender an irrevocable resignation upon such nominee’s election or re-election. The majority voting standard provides that, in uncontested director elections, a director nominee will be elected only if the number of votes cast “FOR” the nominee exceeds the number of votes cast “AGAINST” the nominee. In addition, our Corporate Governance Guidelines require each incumbent nominee to submit an irrevocable contingent resignation letter prior to the annual meeting of stockholders in which such election is to take place. This addresses the “holdover” director situation under the Delaware General Corporation Law, which we refer to as the DGCL, pursuant to which a director remains on the board of directors until such director’s successor is elected and qualified. Such resignation becomes effective only upon (i) such nominee’s failure to receive the requisite number of votes for re-election at any future meeting at which such person would face re-election and (ii) our board of directors’ acceptance of such resignation.

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If the nominee does not receive the requisite number of votes for re-election, our nominating and governance committee will make a recommendation to our board of directors as to whether to accept or reject the resignation, or whether other action should be taken. Our board of directors will act on the nominating and governance committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results.

Independence of Directors

The listing rules of Nasdaq generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent.

In addition, audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. To be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors conducts an annual review of the independence of our directors. In its most recent review, our board of directors determined that Thomas Layton, Gregory C. Gretsch, Kevin Harvey, Elizabeth Nelson, Leela Srinivasan, Gary Steele, and Anilu Vazquez-Ubarri, representing seven of our eight directors, are “independent directors,” as defined under the applicable listing standards of Nasdaq and the applicable rules and regulations promulgated by the SEC. Our board of directors has also determined that all members of our audit committee, compensation committee, and nominating and governance committee are independent and satisfy the relevant Nasdaq and SEC independence requirements for such committees.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee, and a nominating and governance committee. The composition and responsibilities of each committee are described below. Each of these committees has a written charter approved by our board of directors. Copies of the charters for each committee are available in the “Investor Relations” section of our website, which is located at investors.upwork.com, by clicking on “Documents & Charters” in the “Governance” section of our website.

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Management Succession Planning

Our board of directors recognizes that one of its most important duties is its oversight of succession planning for our CEO. Our board of directors has delegated primary oversight responsibility for succession planning for our CEO to the compensation committee and the chairperson of our board of directors. Our CEO is responsible for identifying, evaluating, and selecting potential successors for our CEO’s direct reports. Our board of directors and the compensation committee continue to regularly evaluate succession planning, including a formal review during at least one regular meeting of each of the board of directors and compensation committee annually, to ensure that we are well positioned to continue to execute on our corporate strategy.

Oversight of Corporate Strategy

Our board of directors actively oversees management’s establishment and execution of corporate strategy, including major business and organizational initiatives, annual budget and long-term strategic plans, capital allocation priorities, potential corporate development opportunities, and risk management. At its regularly scheduled meetings and throughout the year, our board of directors receives information and formal updates from our management and actively engages with the senior leadership team with respect to our corporate strategy. Our board of directors’ diverse skill set and experience enhances our board of directors’ ability to support management in the execution and evaluation of our corporate strategy. The independent members of our board of directors also hold regularly scheduled executive sessions at which strategy is discussed.

Stockholder Engagement

Our board of directors and management team value feedback from our stockholders. Members of our board of directors and management team directly engage in regular dialogue with our stockholders on matters ranging from our business and performance to executive compensation, corporate governance, and sustainability and impact practices so that we can understand stockholders’ views and expectations and share our perspectives on these important subjects.

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2024 Proxy Statement

We maintain regular contact with stockholders through routine investor relations activities, including quarterly earnings calls, individual meetings, and investor conferences, as well as other communications channels. In addition to these investor relations touchpoints, we employ a year-round engagement program as described in the graphic below. These engagement efforts include participation by members of our board of directors and a cross-functional management team consisting of members of our Legal, Finance, Human Resources, Sustainability and Impact, and Investor Relations teams.

Fall 2023 Stockholder Engagement

At our 2023 annual meeting of stockholders, approximately 59.8% of the votes cast (for and against) approved our Say-on-Pay proposal regarding 2022 named executive officer compensation. Our board of directors noted that this represented the second consecutive year of decreased stockholder support for our Say-on-Pay proposals and the first year in which support dropped below 70%.

In response to this declining support, our board of directors and management team pursued a deliberate and robust effort to enhance our fall 2023 engagement campaign to discuss topics related to our executive compensation program and corporate governance practices to better understand the concerns of our stockholders and obtain stockholder feedback on potential changes to our executive compensation, corporate governance, and sustainability and impact practices.

As depicted in the following graphic, we contacted many of our largest institutional stockholders and engaged with all stockholders who accepted our request for a meeting. Our engagement team included participation by Mr. Gretsch, the then-chair of our compensation committee, and Ms. Nelson, the chair of our audit committee. Our engagement team also included a cross-functional management team consisting of our Chief Financial Officer, Chief Legal Officer, Chief People Officer, and members of our Legal, Sustainability and Impact, and Investor Relations teams.

Overall, our stockholders expressed support for our broad executive compensation philosophy, policies, and practices. However, we learned through this engagement that our stockholders were primarily concerned with the design and structure of our short- and long-term incentive compensation programs. Specifically, nearly all the stockholders with which we spoke who voted against our Say-on-Pay proposal in 2023 attributed their votes to the single, overlapping performance metric shared by our 2022 short- and long-term incentive programs and what they viewed as a short performance period for the PSU awards in our long-term incentive program.

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The following table includes a detailed summary of the key feedback we heard from our stockholders and the actions taken by our board of directors and compensation committee to enhance our executive compensation, corporate governance, and sustainability and impact practices, respond to stockholder concerns, and align with stockholder expectations. While this stockholder feedback was received following the approval of our 2023 executive compensation program, this feedback shaped the updates incorporated into our 2024 executive compensation program, and we believe these changes both respond to stockholder concerns and represent the continued evolution in setting clear performance objectives that create incentives to deliver short- and long-term results that increase stockholder value. See “Executive Compensation—Executive Compensation Program Progression and Stockholder Engagement” for more information about the changes to our executive compensation program effective for 2024.

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Compensation Committee Interlocks and Insider Participation

The members of our compensation committee during 2023 were Messrs. Gretsch and Steele, and Ms. Vazquez-Ubarri. None of the members of our compensation committee in 2023 were at any time an officer or employee of ours or any of our subsidiaries, and none had or have any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. During 2023, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee.

Board and Committee Meetings and Attendance

Our board of directors and its committees meet regularly throughout the year, and also hold special meetings and act by written consent from time to time. During 2023, our board of directors met five times and also acted by unanimous written consent. During 2023, each member of our board of directors attended at least 75% of the aggregate of all meetings of our board of directors and of all meetings of committees of our board of directors on which such member served that were held during the period in which such director served. The non-employee directors meet in regularly scheduled executive sessions without management to promote open and honest discussion. During 2023, our audit committee met eight times, our compensation committee met six times, and our nominating and governance committee met two times, and each committee also acted by unanimous written consent.

Board Attendance at Annual Meeting of Stockholders

Our policy is to invite and encourage each member of our board of directors to be present at our annual meetings of stockholders. All members of our board of directors attended our 2023 annual meeting of stockholders in their capacity as directors of our company.

Communication with Directors

Stockholders and interested parties who wish to communicate with our board of directors, non-management members of our board of directors as a group, a committee of our board of directors, or a specific member of our board of directors (including our chairperson) may do so by letters addressed to the attention of our Corporate Secretary.

All communications are reviewed by the Corporate Secretary and provided to the members of our board of directors as appropriate. Sales materials, abusive, threatening, or otherwise inappropriate materials, and items unrelated to the duties and responsibilities of our board of directors will not be provided to directors.

The mailing address for these communications is:

Upwork Inc. 

c/o Corporate Secretary 

475 Brannan Street, Suite 430

San Francisco, CA 94107-5421

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all the members of our board of directors, officers, and employees. Our Code of Business Conduct and Ethics is posted in the “Investor Relations” section of our website, which is located at investors.upwork.com under “Documents & Charters” in the “Governance” section of our website. We intend to satisfy the disclosure requirement under applicable SEC and Nasdaq disclosure requirements regarding amendments to, or waivers of, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address and location specified above.

Sustainability and Impact Strategy and Notable Accomplishments

We believe that operating in a responsible and sustainable way will drive long-term value creation, and we are committed to managing our sustainability and impact risks and opportunities. Our mission is to create economic opportunities so people have better lives. To do this, we aim to remove friction in the labor market, allow clients to hire independent talent, and help global independent talent find better opportunities than those available in their local job markets.

To help identify sustainability and impact-related topics that are most important to our business and stakeholders, we conducted our second ESG materiality assessment in 2023. The assessment considered double materiality, helping us identify, assess, and prioritize sustainability topics that we expect, based on both stakeholder perceptions and an assessment of issue criticality, to be significant to our key stakeholders and relevant for our business and operations.⁵

⁵ See “Forward-Looking Statements” for more information regarding the meaning of “materiality” in this context.

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We are committed to continued engagement with our key stakeholders going forward and assessing the alignment between their priorities and our practices and disclosures.

The following table sets forth the key focus areas for our sustainability and impact strategy and our notable accomplishments in 2023:

Economic Opportunity

Focus Areas:   ●      Helping independent talent unlock their potential by connecting professionals with a range of clients along with resources to support career independence   ●      Building an inclusive work marketplace by developing programs and features that enable our diverse customers to thrive   ●      Supporting our community through charitable giving programs and partnerships with organizations that align with our impact goals   ●      Building the future of work by providing actionable research to independent talent and companies of all sizes   Notable Accomplishments in 2023:   ●      Through Upwork Academy, approximately 6,000 independent professionals received 1:1 coaching and talent completed approximately 149,000 learning paths and courses   ●      Granted $1.3 million to nonprofits through The Upwork Foundation6 and Upwork’s matching gifts campaigns   ●      Launched the Upwork Research Institute to equip business leaders with insights and data that help them succeed in a quickly shifting work landscape

Workforce Innovation and Wellbeing

Focus Areas:   ●      Growing a flexible workforce that is defined not only by combining in-person and remote work but also by engaging both employees and independent talent whenever possible   ●      Implementing leading strategies to support remote organizational effectiveness   ●      Designing workforce engagement surveys that enable us to understand, prioritize, and act on our teams’ needs   ●      Offering tools such as Textio Lift in support of an equitable performance review process   ●      Continuously evaluating our workforce benefits to support the full range of employees’ mental health, wellbeing, and growth   Notable Accomplishments in 2023:   ●      Updated our Values and introduced a set of Working Principles to guide our day-to-day work   ●      In an internal survey, 70% of participating employees responded favorably to the employee satisfaction question “Overall, I am extremely satisfied with Upwork as a place to work”   ●      Added family-planning resources, including support with adoption and fertility, and expanded our bereavement plan to include reproductive loss

⁶ The Upwork Foundation is a philanthropic initiative established in 2018 in connection with our initial public offering. To fund this program for charitable donations, we issued a warrant exercisable for 500,000 shares of our common stock to a donor-advised fund that donates the proceeds from the sale of such shares to nonprofit organizations.

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Diversity, Inclusion, and Belonging (DIBs)	Focus Areas:   ●      Dedicating strategic investment in DIBs and integrating DIBs into all of our people programs   ●      Fostering a sense of workplace belonging for all employees, including through a suite of programs to support women and people of color, such as GlowUP, a 14-week community-building experience for Upwork’s leaders of color, Our Place, for Upwork's most senior Black women employees and eligible members of our flexible workforce, and our Upwork Belonging Communities   Notable Accomplishments in 2023:   ●      72% of Upwork’s leaders of color were active in the GlowUP community; 79% of eligible team members participated in Our Place   ●      Enhanced our candidate search and management tools to increase the diversity pipeline of candidates for every role at Upwork   ●      Offered psychological safety assessments and action planning tools to Upwork leaders to further support a culture in which teams feel comfortable sharing information and contributing new ideas   ●      50% of Upwork’s leadership team, including CEO and CFO, self-identify as women
Environmental Sustainability	Focus Areas:   ●      Limiting our environmental footprint and emissions across Scopes 1, 2, and 3   ●      Enabling our customers to reduce work-related commutes through the use of our work marketplace   ●      Committing to sustainability and impact oversight and practices that address environmental risks and opportunities and methodically assessing, reporting, and verifying our emissions on an annual basis   ●      Connecting clients and talent focused on sustainability   Notable Accomplishments in 2023:   ●      Achieved carbon-neutral7 operations for the fifth consecutive year by practicing energy conservation, procuring carbon-free electricity, and purchasing carbon offsets for any remaining emissions   ●      Procured carbon-free electricity to match 100% of our office-based emissions and remote work-related electricity consumption by our employees and flexible workforce   ●      Earned a CDP climate score of B for the second consecutive year, placing Upwork in the top 27th percentile of companies they assess   ●      Updated our Global Environmental Policy to clarify the actions we take to manage our environmental risks and opportunities
Business Integrity	Focus Areas:   ●      Following security and privacy best practices to provide a secure, reliable, and compliant work marketplace   ●      Ensuring ethical business practices and engaging on public policy to maximize opportunity for talent and create a more equitable future of work   ●      Promoting human rights by adhering to our Human Rights Commitment and updating our annual Modern Slavery and Human Trafficking Statement   Notable Accomplishments in 2023:   ●      Updated our Privacy Policy to clarify how Upwork uses data to develop, maintain, and improve our products and services   ●      Engaged a trust and safety intelligence vendor to help assess emerging risks to Upwork and violations of our Terms of Service   ●      Published Upwork’s AI Principles and created an internal AI Tools Council to help ensure that we are developing and leveraging AI tools responsibly   ●      Maintained our SOC 2 Type II, PCI DSS Level 2, and ISO 27001 and 27018 certifications and achieved SOC 3 certification   ●      Updated our Code of Business Conduct and Ethics and published our Human Rights Commitment

⁷ We define operational emissions as our Scope 1 and 2 emissions. For additional information on our carbon footprint, the source and quality of the RECs and carbon offsets we purchase, and the third-party assurance we obtain for our greenhouse gas accounting and carbon neutrality statements, please see our 2023 Impact Report.

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Supplier Engagement

Focus Areas:   ●      Working with suppliers that align with our mission   Notable Accomplishments in 2023:   ●      Updated our Supplier Code of Conduct to clarify our expectations of suppliers and outline the actions we are taking to assess and mitigate supply chain risks

For more information on our sustainability and impact programs and performance, see our 2023 Impact Report, published in April 2024, which is available on our website at upwork.com/about/our-impact/2023-impact-report.⁸

Sustainability and Impact Oversight

Board oversight of our sustainability and impact strategy and performance starts with our nominating and governance committee, which oversees our overall corporate responsibility and sustainability strategies, policies, and programs, including social and environmental risks and opportunities related to human rights, diversity, inclusion, and belonging, and climate change and other environmental topics.

Our Sustainability and Impact team, which comprises our Sustainability and Impact Director and other members of the legal department, is responsible for engaging key stakeholders and strengthening our sustainability and impact performance. The team briefs the nominating and governance committee at least biannually, which then updates the full board of directors on relevant matters on a biannual basis.

In 2023, we continued to convene members of our Sustainability and Impact Task Force, a committee made up of senior leaders and subject matter experts across Upwork, to support the Sustainability and Impact team and proactively manage the key sustainability and impact topics identified in our ESG materiality assessments. Through our ongoing stockholder engagement efforts, we have also engaged with many institutional stockholders to understand their sustainability and impact priorities and share information about our relevant programs.

Human Capital Management

Board of Directors Oversight

Our board of directors recognizes the critical importance of our team and the necessity to foster a diverse, inclusive, effective, and creative work environment centered around a values-based culture. Our board of directors meets regularly with management to discuss issues impacting our team members and ways to support our workforce. Our focus on culture comes from our board of directors and flows throughout our company. In evaluating our CEO and management team, emphasis is put on their contributions to our overall culture.

Our Team and Culture

Our mission—to create economic opportunities so people have better lives—is integral to our culture and how we build amazing teams and products to lead our industry. We enable remote work not only through our work marketplace for our customers but also for our own team members, for whom we are proud to offer a remote-first work model, which has environmental and other benefits. Our team consists of corporate employees, independent talent that we engage through our work marketplace, and advisors. Our team members are distributed around the world, and while we have corporate offices, we have built an effective remote-first culture. Our team works with a variety of tools and has adopted practices to ensure all voices are heard, innovation is fostered, organizational effectiveness is prioritized, and business results are achieved. Our hybrid team, and its belief in our mission, values, and vision, is critical to our success. With consistent investment in the development of our team and our commitment to diversity, inclusion, and belonging, we cultivate an environment where people are able to be themselves at work and perform to the best of their abilities.

⁸ Our website and the information contained on our website and in our 2023 Impact Report are not part of or incorporated by reference into this Proxy Statement.

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Our People

Our mission not only drives the creation and continuous development of our work marketplace, but it is also integral to how we engage our employees and our approach to creating and fostering an inclusive environment that promotes and encourages diversity, inclusion, belonging, career development, and wellness. As of December 31, 2023, we had approximately 800 employees, and throughout 2023, we engaged approximately 2,500 independent team members through our work marketplace to provide services to us on a variety of internal projects. We believe our positive relationship with our team members and our unique, strong culture differentiate us and are important drivers of our business success.

Diversity, Inclusion, and Belonging

We put our people and their experiences first. We view belonging as a feeling, inclusion as a practice, and diversity as an outcome.

We foster belonging through our Upwork Belonging Communities—groups that build empathy and promote inclusive skill-building. We cultivate inclusion by equipping managers with training and tools to effectively build and lead inclusive, innovative teams that amplify team members’ voices. Additionally, we practice multi-dimensional compensation reviews during our semi-annual employee performance evaluation processes. This is led by a cross-functional team of human resource and legal leaders to help ensure we are fair in our rewards and recognition strategy. Diversity, inclusion, and belonging is a journey, not a destination, and, as such, we will continue to explore ways to cultivate an inclusive culture where every team member belongs. See “—Sustainability and Impact Strategy and Notable Accomplishments” above for more information.

Training and Development

As an organization built on talent and skills development, we understand the value of providing our employees with ongoing professional development and leadership opportunities to advance their careers. Led by our dedicated learning and development team, we offer our team members an array of learning and development opportunities, including a variety of training sessions and workshops.

Benefits and Competitive Compensation

We strive to offer market-competitive compensation and benefits to attract and retain employees for the long term. We engage independent compensation consultants to benchmark our employee compensation with external sources to ensure fair and equitable pay practices. We provide total rewards that are designed to attract and retain world-class employees through a total compensation package that includes equity-based awards to align employee compensation with long-term stockholder interests. Knowing our employees have diverse needs and life priorities, we also provide comprehensive benefits and services to those eligible, which include core benefits such as medical, dental, vision, and disability insurance, in addition to benefits tailored to the specific needs of our employees, such as mental health, fertility, family back-up care, and adoption support. We offer a health savings account with company contributions, family and medical leave, flexible working schedules, paid holidays, and flexible vacation policies. We sponsor a 401(k) plan that includes a matching contribution, offer financial coaching through a third-party provider, and maintain an employee stock purchase plan that enables eligible employees to purchase shares of our stock at a discount through payroll deductions.

People Analytics

We strive to engage our workforce in meaningful ways and take timely action in response to feedback. Research into workforce experience begins during onboarding and is sustained throughout a team member’s tenure at Upwork. This “lifecycle” approach to workforce research affords our senior leadership and People team members ongoing and near-real-time insight into critical moments of worker experience and productivity. The collection of such data allows leadership, line managers, and our People team to identify successes and opportunities at many levels, including for individual team members, company-wide programs, and larger organizational units. Over time, the aggregation and analysis of such data enables us to optimize for those workforce factors that drive crucial people and business outcomes.

Additionally, we have a dedicated People Analytics team, which has enabled us to build on insights from our lifecycle listening program, as well as from broader data sources and methods, and uncover strategic and operational insights that will further improve the overall experience of our workforce and drive performance of our business.

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Employee Wellness

Employee safety and well-being is of paramount importance to us. We provide productivity and collaboration tools and resources for employees, including training and toolkits to help leaders effectively lead and manage remote teams. In addition, we promote programs to support our employees’ physical, financial, and mental well-being. For example, we regularly conduct internal surveys to assess the well-being and needs of our employees, and we offer employee assistance and mindfulness programs to help employees and their families manage anxiety, stress, sleep, and overall well-being. Additionally, we believe that our employees are at their best when they take the time to recharge. To encourage our employees to recharge and make their well-being a priority, we provide unlimited paid time off in addition to our company-recognized holidays.

Nominations Process and Director Qualifications

Nomination to the Board of Directors

Candidates for nomination to our board of directors are selected by our board of directors based on the recommendation of our nominating and governance committee in accordance with the committee’s charter, our restated certificate of incorporation and amended and restated bylaws, our Corporate Governance Guidelines, and the criteria approved by our board of directors regarding director candidate qualifications. In identifying and recommending candidates for nomination, the nominating and governance committee considers candidates recommended by directors, officers, employees, stockholders, and others, using the same criteria to evaluate all candidates. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate, and the committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. With respect to disclosure requirements, nominees for director nominated by a third party are not expected to provide additional disclosure compared to nominees for director nominated by the nominating and governance committee.

Stockholders wishing to recommend candidates for consideration by our nominating and governance committee should submit their recommendations to the attention of the Corporate Secretary at our mailing address contained elsewhere in this Proxy Statement. Information regarding the process for submitting stockholder nominations for candidates for membership on our board of directors is set forth below under “Frequently Asked Questions.”

Director Qualifications

With the goal of developing a diverse, experienced, and highly qualified board of directors, our nominating and governance committee is responsible for developing and recommending to our board of directors the desired qualifications, expertise, and characteristics of members of our board of directors, including any specific minimum qualifications that the committee believes must be met by a committee-recommended nominee for membership on our board of directors and any specific qualities or skills that the committee believes are necessary for one or more of the members of our board of directors to possess.

Because the identification, evaluation, and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors and will be significantly influenced by the particular needs of our board of directors from time to time, our board of directors has not adopted a specific set of minimum qualifications, qualities, or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory, and Nasdaq listing requirements and the provisions of our restated certificate of incorporation, our amended and restated bylaws, our Corporate Governance Guidelines, and the charters of the committees of our board of directors. In addition, neither our board of directors nor our nominating and governance committee has a formal policy with regard to the consideration of diversity in identifying nominees. When considering nominees, the nominating and governance committee may take into consideration many factors including, among other things, a candidate’s independence, integrity, diversity, skills, financial and other expertise, breadth of experience, knowledge about our business or industry, and ability to devote adequate time and effort to responsibilities of our board of directors in the context of its existing composition. Through the nomination process, our nominating and governance committee seeks to promote board membership that reflects a diversity of business experience, expertise, viewpoints, personal backgrounds, and other characteristics that are expected to contribute to our board of directors’ overall effectiveness. The brief biographical description of each director set forth in Proposal 1 below includes the primary individual experience, qualifications, attributes, and skills of each of our directors that led to the conclusion that each director should serve as a member of our board of directors at this time.

Board Evaluations and Refreshment

We conduct an annual self-evaluation process for our board of directors and its committees with the goal of ensuring we have developed and will maintain a diverse, experienced, and highly qualified board of directors that is representative of our key stakeholders and well positioned to oversee corporate strategy and culture. As part of this process, each member of our board of directors individually meets with outside counsel to discuss their assessment of the performance of the board of directors and its committees, their own performance, and the performance of fellow members of the board of directors. The chairperson of our board of directors shares feedback received with individual members of the board of directors, with the nominating and governance committee, and with the full board of directors. Our board of directors then reviews and discusses the feedback.

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Our board evaluation process is used:

As part of the evaluation and refreshment process, our board of directors has added two new independent directors since our initial public offering in 2018, Mses. Srinivasan and Vazquez-Ubarri, in addition to Ms. Brown, who joined our board of directors in December 2019 in connection with her appointment as our CEO. We also periodically refresh the composition of the committees of our board of directors. Most recently, in April 2024, Mr. Steele succeeded Mr. Gretsch as the chair of our compensation committee.

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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 III will stand for election at the Annual Meeting. The terms of office of directors in Class I and Class II do not expire until the annual meetings of stockholders held in 2025 and 2026, respectively. At the recommendation of our nominating and governance committee, our board of directors proposes that each of the Class III nominees named below, each of whom is currently serving as a director in Class III, be elected as a Class III director for a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal.

We have a majority voting standard for uncontested elections of directors, which means that to be elected, a director nominee must receive a majority of the votes cast. This means the number of shares voted “FOR” a director nominee must exceed the votes cast “AGAINST” that nominee (with “abstentions” and “broker non-votes” not counted as a vote cast either “FOR” or “AGAINST” that director’s election). If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than three directors. Stockholders may not cumulate votes for the election of directors.

Director Nominees

Information about the nominees for election as directors at the Annual Meeting is set forth below as of March 31, 2024.

Class III Director Nominees

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Continuing Directors

Information about our directors who are serving terms that end following the Annual Meeting is set forth below as of March 31, 2024.

Class I Directors

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Class II Directors

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Director Expertise, Experience, and Attributes

Our board of directors comprises a diverse mix of directors with complementary expertise, experience, and attributes, as summarized in the table below. Our directors may also have experience or attributes in addition to what is reflected below.

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Board Composition

We believe that our current board of directors’ composition represents an effective balance with respect to director tenure and age. Recent director additions provide our board of directors with fresh perspectives and diverse experiences, while directors with longer tenure provide continuity and valuable insight into our business and strategy. In addition, we are committed to creating a diverse and inclusive culture, which starts at the top with our board of directors. Four of our eight directors self-identify as female, two directors self-identify as an underrepresented minority, and one director self-identifies as LGBTQ+.⁹ All of our directors bring unique experiences and backgrounds to Upwork.

2023 Director Compensation

The following table provides information for 2023 regarding all compensation awarded to, earned by, or paid to each person who served as a director for some portion or all of 2023, other than Ms. Brown, our CEO. Ms. Brown is not included in the table below as she is an employee and received no compensation for her service as a director during 2023. The compensation received by Ms. Brown as an employee is shown in the “Executive Compensation—2023 Summary Compensation Table” below.

⁹   “Diverse,” “female,” “underrepresented minority,” and “LGBTQ+” as defined in the Nasdaq listing standards.

¹⁰  Age and tenure as of March 31, 2024. Tenure does not include service on the board of directors of Elance or oDesk prior to the combination of the two companies in March 2014. All other demographics are based on each director’s self-identification.

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Non-Employee Director Compensation Arrangements

In April 2022, our board of directors approved an amended and restated non-employee director compensation program. Our current amended and restated non-employee director compensation program is as follows:

Equity Compensation—Initial Award

Upon initial appointment or election to our board of directors, each new non-employee director appointed or elected to our board of directors will be granted RSUs under our 2018 Equity Incentive Plan, which we refer to as the 2018 Plan, with a total value of $400,000 based on a 30-day trailing average trading price, which we refer to as the Initial Award. The grant date fair value of the Initial Award shall not exceed $1,000,000 in a calendar year when combined with the aggregate grant date fair value of any other equity award(s) and cash compensation received by such non-employee director for service on our board of directors for such calendar year.

The Initial Award will be granted effective on the date of the non-employee director’s initial appointment or election to our board of directors, which we refer to as the Initial Award Grant Date.

The Initial Award will vest with respect to one-third of the total number of RSUs subject to the Initial Award each year beginning with the date that is the one-year anniversary of the Initial Award Grant Date, in each case, so long as the non-employee director continues to provide services as a non-employee director to us through such date. The final annual installment of the Initial Award will fully vest on the earlier of (i) the date immediately prior to our annual meeting of stockholders in the last full year of the vesting of the Initial Award and (ii) the date that is the last day of the last full year of the vesting of such grant, in each case, so long as the non-employee director continues to provide services as a non-employee director to us through such date.

The Initial Award will accelerate in full immediately prior to the consummation of a “corporate transaction” (as defined in the 2018 Plan).

Cash or Equity Compensation Election—Annual Award

Each non-employee director will automatically be entitled to an annual award of a $185,000 cash payment or RSUs with a total value of $185,000 based on a 30-day trailing average trading price, which we refer to as the Annual Award. The Annual Award will be payable in the form of RSUs or, at a non-employee director’s election, in cash.

The initial Annual Award, to the extent payable in RSUs and consistent with the applicable election made, will be granted automatically on the date of the non-employee director’s initial appointment or election to our board of directors, which we refer to as the Initial Annual Award Grant Date, and will be pro-rated for partial quarters served. Subsequently, the Annual Award, to the extent payable in RSUs, will be granted automatically on the date of our annual meeting of stockholders for each year thereafter, which we refer to as the Annual Award Grant Date.

The Annual Award will fully vest, or in the case of cash will be paid, on the earlier of (i) the date immediately prior to our next annual meeting of stockholders and (ii) the date that is one year following the Initial Annual Award Grant Date or Annual Award Grant Date, as the case may be, so long as the non-employee director continues to provide services as a non-employee director to us through such date. The Annual Award will be paid, in the case of cash, or settled, in the case of RSUs, in the same calendar year in which the Annual Award vests.

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The Annual Award (regardless of the form of payment) will accelerate in full immediately prior to the consummation of a “corporate transaction” (as defined in the 2018 Plan).

Cash or Equity Compensation Election—Board Service Fees

The following table sets forth annual compensation payable, which we refer to as a Fee, to each non-employee director for general service as a member of the board of directors, which we refer to as the General Board Service Fee, and for any service in a general board leadership position:

Each Fee is pro-rated for partial quarters served and payable in cash or, at a non-employee director’s election, in the form of RSUs.

If the non-employee director elects to receive the Fee in cash, which we refer to as the Fee (Cash), it will be paid quarterly in arrears (with the first such payment in any event occurring on the last day of the first calendar quarter following the date of the director’s appointment or election to our board of directors), in each case, so long as the non-employee director continues to provide services in the applicable capacity to us through such date.

If the non-employee director elects to receive the Fee in RSUs, which we refer to as the Fee (RSU), the initial Fee (RSU) will be granted automatically on the date of the director’s initial appointment or election to our board of directors and each subsequent Fee (RSU) will be granted automatically on the date of our annual meeting of stockholders for each year thereafter. The number of shares subject to the applicable Fee (RSU) will be based on a 30-day trailing average trading price (which will be pro-rated for partial quarters served in the relevant capacity). The Fee (RSU) will vest and settle quarterly (with the first such vesting and settlement date occurring on the last day of the first calendar quarter following the date of the non-employee director’s appointment or election to our board of directors), in each case, so long as the non-employee director continues to provide services in the applicable capacity to us through such date.

The Fee (regardless of the form of payment) will accelerate in full immediately prior to the consummation of a “corporate transaction” (as defined in the 2018 Plan).

The final quarterly installment of each Fee (Cash) or Fee (RSU), as applicable, will fully vest on the earlier of (i) the date immediately prior to our next annual meeting of stockholders and (ii) the date that is the last day of the last full quarter of the vesting of such grant, in each case, so long as the non-employee director continues to provide services in the applicable capacity to us through such date.

Cash Compensation—Committee Membership Fees

In addition to the General Board Service Fee, each non-employee director is entitled to receive additional annual cash compensation for committee membership as set forth in the following table:

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Chairs of our committees receive the cash compensation designated above for chairs in lieu of the non-chair member cash compensation.

The cash compensation designated above will be paid quarterly in arrears, for so long as the non-employee director continues to provide services in the applicable non-employee director capacity to us through such date, and will be pro-rated for partial quarters served. The final quarterly installment of each such annual fee will be paid on the earliest of (i) the date of our next annual meeting of stockholders, (ii) the date immediately prior to our next annual meeting of stockholders if the applicable non-employee director’s service as a director ends at such meeting due to the director’s failure to be re-elected or the director not standing for re-election, and (iii) the date that is the last day of the last full quarter of such installment, in each case, so long as the non-employee director continues to provide services in the applicable capacity to us through such date.

2024 Proxy Statement

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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Our audit committee has selected PricewaterhouseCoopers LLP as our independent registered public accounting firm to perform the audits of our consolidated financial statements and our internal control over financial reporting for the year ending December 31, 2024, and recommends that stockholders vote for ratification of such selection. The ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024, requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting and voting affirmatively or negatively on the proposal. In the event that PricewaterhouseCoopers LLP is not ratified by our stockholders, the audit committee will review its future selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Further, the audit committee may select a different independent registered public accounting firm at any time if, in the committee’s sole discretion, the committee determines that such a change would be in the best interests of our company and stockholders.

PricewaterhouseCoopers LLP audited our consolidated financial statements and our internal control over financial reporting for the year ended December 31, 2023. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting, and they will be given an opportunity to make a statement at the Annual Meeting if they desire to do so and will be available to respond to appropriate questions.

Independent Registered Public Accounting Firm Fees and Services

We regularly review the services and fees from our independent registered public accounting firm. These services and fees are also reviewed with our audit committee annually. In accordance with standard policy, PricewaterhouseCoopers LLP periodically rotates the individuals who are responsible for our audit.

In addition to performing the audit of our consolidated financial statements and our internal control over financial reporting, PricewaterhouseCoopers LLP provided various other services during the years ended December 31, 2022 and 2023. Our audit committee has determined that PricewaterhouseCoopers LLP’s provision of these services, which are described below, does not impair PricewaterhouseCoopers LLP’s independence from us.

During the years ended December 31, 2022 and 2023, fees for services provided by PricewaterhouseCoopers LLP were as follows (in thousands):

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2024 Proxy Statement

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our audit committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm, the scope of services provided by the independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date.

All of the services relating to the fees described in the table above were approved by our audit committee.

2024 Proxy Statement

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Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation

In accordance with Section 14A of the Exchange Act, we are providing stockholders with an opportunity to make a non-binding advisory vote to approve the compensation of our Named Executive Officers. This non-binding advisory vote is commonly referred to as a Say-on-Pay vote. The non-binding advisory vote to approve the compensation of our Named Executive Officers, as disclosed in this Proxy Statement, will be determined by the vote of a majority of the voting power of the shares present or represented at the Annual Meeting and voting affirmatively or negatively on the proposal.

Stockholders are urged to read the “Executive Compensation” section of this Proxy Statement, which discusses how our executive compensation policies and procedures implement our compensation philosophy and contains tabular information and narrative discussion about the compensation of our Named Executive Officers. In addition, the “Executive Compensation” section provides further insight into the feedback that we have received from stockholders regarding prior pay practices and the changes incorporated into our 2024 compensation program to further reinforce our business and talent objectives while also being responsive to the stockholder feedback. Our compensation committee and our board of directors believe that these policies and procedures are effective in implementing our compensation philosophy and in achieving our goals. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of the Named Executive Officers, as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, and the other related disclosures.”

As an advisory vote, this proposal is not binding. However, our board of directors and compensation committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.

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2024 Proxy Statement

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2024, by:

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole dispositive power with respect to all shares beneficially owned, subject to applicable community property laws.

Applicable percentage ownership is based on 133,118,345 shares of our common stock outstanding as of March 31, 2024. The table below does not include Mr. Bottoms, as he was appointed as an executive officer after March 31, 2024. Shares of our common stock subject to stock options that are exercisable as of and within 60 days of March 31, 2024, or RSUs that may vest and settle within 60 days of March 31, 2024, are deemed to be outstanding and to be beneficially owned by the person holding the stock options or RSUs for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and entities listed in the table below is c/o Upwork Inc., 475 Brannan Street, Suite 430, San Francisco, California 94107.

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2024 Proxy Statement

Executive Officers and Key Employees

Information about our executive officers and key employees is set forth below as of March 31, 2024.

Executive Officers

Our board of directors annually designates our executive officers, who then serve at the discretion of our board of directors. There is no family relationship between any of our directors or executive officers and any of our other directors or executive officers, and there are no arrangements or understandings between any of our executive officers and any other person pursuant to which any of our executive officers was selected as an executive officer.

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Dave Bottoms11
Age: 53 Current Role Since: December 2022   General Manager, Marketplace		Biography   General Manager, Marketplace, Upwork Inc., since December 2022   Vice President II, Product Expansion and Innovation, Upwork Inc., from September 2022 to December 2022   Director of Product Management, Meta Platforms, Inc., a social media conglomerate corporation, from November 2020 to September 2022   Head of Product Management, Customer Growth, Dropbox, Inc., a cloud storage and collaboration company, from January 2019 to April 2020   Vice President II, Product Management, Yahoo, a subsidiary of Verizon Communications Inc., a communications company, from June 2017 to June 2018   Vice President, Global Product Management, Yahoo! Inc., a web services company, from October 2013 to June 2017   B.A., English Literature, Denison University

Key Employees

Brian Levey
Age: 56 Current Role Since: October 2017   Chief Business Affairs and Legal Officer & Secretary		Biography   Chief Business Affairs and Legal Officer & Secretary, Upwork Inc., since October 2017   Chief Financial Officer, Upwork Inc., from 2015 to 2017   General Counsel and Secretary, Upwork Inc., from March 2014 to October 2017   Vice President, General Counsel and Secretary, oDesk Corporation, our predecessor, from 2013 to March 2014   Served in a variety of legal roles at eBay Inc., a global ecommerce company, from 2000 to 2013, including Vice President, Deputy General Counsel and Assistant Secretary, from 2006 to 2013   Vice President, Legal, Metro-Goldwyn-Mayer Studios, a worldwide film and television production and distribution company   Began his legal career with Latham & Watkins LLP, a global law firm   J.D., Stanford Law School   A.B., Economics, Stanford University

¹¹ Mr. Bottoms was appointed as an executive officer in April 2024.

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2024 Proxy Statement

Melissa Waters
Age: 47 Current Role Since: December 2021   Chief Marketing Officer		Biography   Chief Marketing Officer, Upwork Inc., since December 2021   Global Vice President of Marketing, Instagram, Meta Platforms, Inc., a social media conglomerate corporation, from June 2020 to December 2021   Chief Marketing Officer, Hims and Hers Health, Inc., a telehealth company, from April 2019 to May 2020   Vice President, Marketing, Lyft, Inc., a transportation company, from 2016 to 2018   A variety of roles in brand and marketing at Pandora Media, Inc., a streaming radio service, from 2011 to 2016, including Vice President, Brand and Product Marketing   M.B.A., Babson College   B.A., Public Relations and Journalism, University of Houston

2024 Proxy Statement

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Executive Compensation

Letter from the Compensation Committee

Dear Upwork Stockholders,

As Upwork’s compensation committee, our philosophy is to provide an executive compensation program that attracts and retains talented executives who contribute to our long-term success; rewards achievement of our short- and long-term strategic objectives; and aligns our executives’ interests with those of our stockholders by focusing on sustainable, long-term value creation.

2023 was a critical year for Upwork as we enhanced our strategic focus on driving durable, profitable growth. As the company focused on emerging strategic priorities, the compensation committee sought feedback from stockholders as we considered potential improvements to the design of our executive compensation program, all the while remaining committed to our key compensation principles.

Upwork’s Strategic Evolution

As Upwork has grown, our strategy has evolved. From an executive compensation perspective, it is critical that we ensure our executive pay programs continue to align incentives with our evolving strategy for long-term value creation. In the years following our initial public offering in 2018, our primary focus was growth. This focus enabled us to establish a strong market presence in a growing and competitive total addressable market. As we began 2023, revenue growth continued to be the primary financial objective and focus area for our stockholders, and this was reflected in our incentive program metrics established in February 2023. Since then, Upwork’s focus—in alignment with stockholder feedback—shifted toward an emphasis on driving profitability, while still prioritizing growth. Notably, we moved from negative adjusted EBITDA in the first quarter of 2023 to delivering net income of $17.4 million and $30.5 million in adjusted EBITDA in the fourth quarter of 2023, and we are building on this momentum going forward. This shift in strategic focus along with stockholder feedback were the driving forces in shaping the go-forward updates to our executive compensation program outlined below.

2023 Say-on-Pay Vote and Stockholder Feedback

We consider stockholder perspectives as a key factor in our compensation decision-making process. During 2023, some stockholders expressed concerns with our executive pay programs as evidenced by lower support for our Say-on-Pay vote than in prior years. Following this vote, we undertook robust stockholder outreach to seek feedback on our executive compensation program. In addition to prior outreach efforts, in fall 2023, we contacted stockholders representing approximately 44% of shares outstanding and engaged with stockholders representing approximately 21% of shares outstanding. Our compensation committee chair participated directly in several of these stockholder conversations. Consistent themes we heard from stockholders were that they wanted Upwork to use a broader set of financial performance metrics, differentiated between the short- and long-term incentive programs, and to use a longer performance period in our PSU program.

2024 Compensation Program Updates Informed by Stockholder Feedback

Based on both Upwork’s broader strategic evolution and stockholder feedback, we made improvements to the design of both our annual and long-term incentive programs beginning in 2024 to increase the focus on profitable growth, use a broader set of performance metrics aligned with our strategy, and ensure strong alignment with long-term stockholder value creation.

We have updated the performance metrics in our short-term incentive program to include both revenue and adjusted EBITDA, each weighted at 50%, and have included an incentive to achieve strong GSV growth as a potential modifier. We have also re-designed our long-term incentive program to reinforce multi-year performance achievement by incorporating performance milestones for PSU awards that measure year-over-year revenue growth and annual adjusted EBITDA margin in each of the second (2025) and third (2026) year after grant.

Our changes to the executive compensation program are responsive to stockholder feedback to use a broader and differentiated set of financial metrics and longer performance periods in the PSU program. We remain focused on aligning performance metrics and goals with our current business strategy and ensuring strong continued alignment with our pay-for-performance philosophy.

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2024 Proxy Statement

Committee Refreshment

We are committed to ongoing periodic committee rotation, which ensures fresh perspectives in committee discussions and positions us to provide robust oversight. We are excited to welcome Gary Steele as chair of our committee effective in April 2024, and we would like to thank Gregory Gretsch for his dedicated service in the role since our initial public offering in 2018, including his leadership in the implementation of the significant executive compensation program design improvements effective for 2024.

The compensation committee considers our executive compensation program a key lever to align the interests of our stockholders and executives and drive long-term success. We are excited by Upwork’s strong momentum and look forward to continuing our dialogue with stockholders.

Sincerely,