Debra Chrapaty
UdemyAbout Debra Chrapaty
Debra Chrapaty, age 64, is an independent Class III director of Udemy, appointed in December 2024. She is Chief Technology Officer at Toast (since July 2022) and brings extensive product and engineering leadership experience from prior roles at Amazon (Alexa VP/COO), Wells Fargo (CTO), Declara (COO), Cisco, Microsoft, and Zynga; she holds a B.A. in Economics from Temple University and an MBA in Information Systems from NYU Stern. Udemy’s Board has affirmatively determined she is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon (Alexa) | Vice President & Chief Operating Officer | Aug 2020 – Jun 2022 | Scaled consumer AI assistant operations (biography highlight) |
| Wells Fargo | Chief Technology Officer | 2018 – 2020 | Senior tech leadership at a regulated financial institution |
| Declara | Chief Operating Officer | 2014 – 2018 | Learning technology operating leadership |
| Cisco; Microsoft; Zynga | Various leadership positions | Earlier career | Large-scale product/infra leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Toast, Inc. | Chief Technology Officer | Jul 2022 – Present | Public company operating executive role |
| Forge Global Holdings, Inc. | Director | Current | Public company board service |
Board Governance
- Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member); she is not a chair. Compensation met 5 times in 2024; Nominating & Corporate Governance met 4 times in 2024.
- Independence and structure: Board separates Chair and CEO roles; Chrapaty is among seven of nine directors determined independent as of the proxy date.
- Attendance and engagement: Board met 20 times in 2024, and each incumbent director attended at least 75% of Board and applicable committee meetings during their tenure; independent directors meet in executive session periodically.
- Compensation oversight context: Compensation Committee oversees executive pay, stock ownership guidelines, clawback policy, and director compensation guidelines; the Committee retained FW Cook as independent consultant in 2024.
Fixed Compensation
| Item | Amount/Policy | Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Paid quarterly in arrears (directors may elect fully vested RSUs in lieu of cash) |
| Committee cash retainers | Compensation member: $7,000; Nominating member: $4,000 | Chair differentials: Comp Chair $14,500 (increased 9/1/24); Nominating Chair $9,000 (increased 5/15/24) |
| Debra Chrapaty – 2024 cash fees | $4,113 | Actual 2024 fees (pro-rated due to December appointment) |
Performance Compensation
| Grant/Metric | Details | Vesting/Terms |
|---|---|---|
| New director equity grant (policy) | RSUs valued at $380,000 upon first becoming a director | Vests in 3 equal annual installments, continued service required |
| Annual director equity grant (policy) | RSUs valued at $190,000, granted at annual meeting | Vests on earlier of 1-year anniversary or next annual meeting, subject to service |
| Debra Chrapaty – 2024 stock awards | $379,994 | Reflects initial onboarding RSU grant value in 2024 |
| Change-in-control treatment | All outstanding and unvested director equity fully accelerates upon a change in control | Non-employee directors only |
| Performance metrics | None for director equity (service-based RSUs) | No performance conditions disclosed for director awards |
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Notes |
|---|---|---|---|
| Forge Global Holdings, Inc. | Public | Director | Current external public directorship |
| Compensation committee interlocks | — | — | Udemy discloses no compensation committee interlocks; no Udemy execs served on boards/committees of entities with reciprocal service. |
Expertise & Qualifications
- Product and engineering leadership at scale (Toast CTO; Amazon Alexa VP/COO), with prior experience across financial services tech (Wells Fargo CTO) and learning tech (Declara), supporting oversight of Udemy’s platform, AI, and SaaS operations.
- Academic credentials in economics and information systems; governance exposure from service on public company boards (Forge Global, Udemy).
Equity Ownership
| Holder | Common Stock Beneficially Owned | Rights to Acquire Within 60 Days | Total | % Outstanding |
|---|---|---|---|---|
| Debra Chrapaty | — | — | — | — (less than 1%) |
- Director stock ownership guidelines: Non-employee directors must own shares equal to 3x the annual cash retainer (currently $120,000) by the earlier of December 2027 or five-year anniversary; unvested RSUs do not count.
- Alignment policies: Anti-hedging and anti-pledging apply to directors; Udemy prohibits short sales, derivative transactions, hedging, and pledging for directors, officers, and employees.
Governance Assessment
- Board effectiveness: Independent director with deep technology and product leadership placed on compensation and nominating committees, aligning her expertise to executive pay oversight, board composition, and CEO succession planning. Committee responsibilities include peer review, clawback/ownership oversight, and governance program development.
- Independence and attendance: Determined independent by the Board; incumbents met at least 75% attendance; Board held 20 meetings, with periodic executive sessions, indicating active oversight.
- Compensation and alignment: Director pay is a mix of cash retainers and service-based RSUs, with a substantial equity component upon onboarding ($379,994 in 2024 for Chrapaty), and rigorous ownership guidelines; directors can elect equity in lieu of cash, enhancing alignment.
- Potential conflicts/related-party exposure: Related person transactions disclosed for Insight/Naspers/Inspire Brands; no transactions disclosed involving Ms. Chrapaty, Toast, or Forge Global. Anti-hedging/pledging reduces misalignment risk.
- Shareholder sentiment context: Say-on-pay support was 99% in 2024, reflecting broad approval of compensation governance that the Compensation Committee (where Chrapaty serves) oversees.
RED FLAGS: As of March 31, 2025, Chrapaty reported no beneficial ownership under SEC definitions (unvested RSUs excluded), which may appear as low skin-in-the-game early in tenure; however, initial RSUs and ownership guidelines with a 2027 outside deadline provide a path to alignment. Monitoring accumulation toward the $120,000 guideline is warranted.