Eren Bali
UdemyAbout Eren Bali
Eren Bali is Udemy’s co-founder and has served as Chief Technology Officer since August 2024 after previously serving as CEO from January 2010 to April 2014 and as a director from January 2010 to August 2024; he holds a B.S. in computer engineering and mathematics from Middle East Technical University and is age 40 . During 2024, Udemy reported revenue of $786.6 million and a net loss of $85.3 million; the company’s cumulative total shareholder return (TSR) measured from IPO to year-end 2024 was $29.93 per initial $100, reflecting challenging equity performance; adjusted EBITDA margin used for compensation calculations was adjusted to 5.9% for 2024 vs. 5.5% reported, with the Compensation Committee applying a mandated 0.4% upward adjustment for incentive purposes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Udemy | Chief Technology Officer | Aug 2024–present | Leads product/technology; ties to pay-for-performance via RSUs/PSUs beginning in 2025 |
| Udemy | Chief Executive Officer | Jan 2010–Apr 2014 | Foundational leadership during early scaling phase |
| Udemy | Director | Jan 2010–Aug 2024 | Governance oversight until CTO appointment |
| Carbon Health | Chief Executive Officer | Oct 2015–Aug 2024 | Scaled tech-enabled healthcare platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various private companies | Board member | Not disclosed | Network and information flow across tech sectors |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | — | — | 470,000 |
| Target Bonus (% of Salary) | — | — | 50% (pro-rated to $90,533) |
| Actual Bonus Paid ($) | — | — | 0 |
| All Other Compensation ($) | — | — | 224,431 (401k match $2,938; $31,500 director cash retainer; $189,993 director RSUs later cancelled) |
Notes:
- Bali began employment in 2024; prior years not applicable .
- Short-term incentive plan for 2024 paid out at 0% for all NEOs .
Performance Compensation
Long-Term Incentive Awards and Vesting
| Award Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU (new hire) | 08/15/2024 | 645,000 | 4,843,950 | 25% on 08/15/2025, then quarterly over ~3 years, subject to service |
| RSU (outside director; cancelled) | 06/04/2024 | 23,427 | 189,993 | Award cancelled effective Nov 2024 |
Additional details:
- No options outstanding for Bali as of 12/31/2024; option columns are blank (“–”) in the outstanding awards table .
- As a continuing NEO, annual grants in March 2025 consist of 50% RSUs and 50% PSUs (company-wide practice); Bali had no PSUs in 2024 as a new hire .
Company PSU Design and 2024 Outcomes (applies to continuing NEOs)
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 Result | Payout at Actual |
|---|---|---|---|---|---|---|
| Udemy Business ARR ($m) | 70% | 550.0 (25%) | 586.4 (100%) | 622.5 (150%) | 516.0 | 0% |
| Adjusted EBITDA margin (%) | 30% | 1.5% (25%) | 2.7% (100%) | 5.3% (150%) | 5.9% (with ~0.4% adjustment) | 150% |
| Blended PSU Achievement | — | — | — | — | — | 45% overall |
Vesting of earned PSUs: 25% on 03/15/2025, remainder quarterly over three years (service-based) .
Equity Ownership & Alignment
| Ownership Element | Value |
|---|---|
| Beneficial Ownership (shares) | 1,501,050 |
| Beneficial Ownership (% of outstanding) | 1.0% (out of 148,485,106 shares outstanding) |
| Rights to Acquire Within 60 Days | 0 |
| Unvested RSUs at 12/31/2024 (#) | 645,000 |
| Unvested RSUs Market Value at 12/31/2024 ($) | 5,308,350 (stock price $8.23 × shares) |
| Shares Acquired on Vesting in 2024 (#) | 18,590 |
| Value Realized on Vesting in 2024 ($) | 164,336 |
| Executive Stock Ownership Guideline | 1× base salary for executives reporting to CEO |
| Guideline Compliance Status (NEOs) | All are meeting or on track |
| Hedging/Pledging | Prohibited (short sales, derivatives, pledging, margin accounts) |
Governance protections:
- Clawback policy covering incentive compensation for accounting restatements (SEC/Nasdaq compliant) .
- Anti-hedging and anti-pledging policy applies to directors, officers, employees .
Employment Terms
| Term | Outside CIC Termination | Within CIC Termination (3 months before to 12 months after) |
|---|---|---|
| Salary Severance | $235,000 (6 months of salary) | $470,000 (12 months of salary) |
| Bonus Severance | $0 | $235,000 (100% of target bonus) |
| COBRA Health Coverage | $20,705 (6 months estimate) | $41,410 (12 months estimate) |
| Equity Acceleration | None specified outside CIC | 100% acceleration of unvested equity; PSUs deemed at target unless award states otherwise |
| Total Illustrative Value | $255,705 | $6,054,760 (includes $5,308,350 equity acceleration value at $8.23 stock price) |
| Agreement Term & Renewal | Initial term: 3 years from start date; auto-renews every 3 years unless 60-day non-renewal notice | |
| Trigger Type | Double-trigger (requires termination without cause or resignation for good reason in CIC window) | |
| Tax Treatment | “Net best” cutback; no excise tax gross-ups |
Additional employment facts:
- Employment agreements specify no fixed term and include base salary and target bonus governance; metrics set annually by Compensation Committee .
- CTO appointment effective August 2024 .
Compensation Peer Group (2024)
| Peer Companies |
|---|
| Zuora; Chegg; Alteryx; Coursera; Five9; Skillsoft; Appian; Duolingo; Stride; Alarm.com Holdings; Fastly; Upwork; Instructure; BlackLine; Smartsheet; Everbridge |
Peer group methodology:
- Education services peers at 0.2–5.0× Udemy size; SaaS/tech peers at 0.4–2.5× Udemy size; reviewed with FW Cook .
Say-on-Pay & Shareholder Feedback
- 99% of votes cast supported executive compensation program in 2024; annual say-on-pay continues .
Related Party & Governance
- Investors’ rights agreement includes registration rights for certain holders including Eren Bali; rights expire five years post-IPO .
- Compensation governance highlights: clawback policy, double-trigger CIC vesting, stock ownership guidelines, no repricing/exchange of underwater options without shareholder approval under 2021 plan, no excise tax gross-ups .
Risk Indicators & Red Flags
- Hedging/pledging prohibited—reduces misalignment/financing risk .
- No tax gross-ups; “net best” cutback—shareholder-friendly CIC economics .
- Strong say-on-pay support reduces pay risk signaling .
- Leadership transitions (CTO/CPO in 2024; CEO change in 2025) indicate organizational change; severance/CIC agreements designed to mitigate retention risk .
Investment Implications
- Alignment: Bali’s 1.0% beneficial stake and prohibition on hedging/pledging plus stock ownership guidelines align incentives, while double-trigger CIC terms favor retention and value preservation during M&A .
- Near-term supply: A 25% RSU cliff on 08/15/2025 followed by quarterly vesting may create intermittent selling pressure; monitor Form 4s around these dates and any 10b5-1 plans .
- Pay-for-performance: With PSU metrics weighted to Udemy Business ARR and adjusted EBITDA margin, the program emphasizes profitable enterprise growth; 2024 PSU funding at 45% (ARR miss, EBITDA outperformance) signals disciplined targets and balanced incentives; as Bali transitions to standard RSU/PSU mix in 2025, his incentives will be more tightly linked to these drivers .
- CIC economics: In a change-of-control, full equity acceleration and cash severance ($6.05M illustrative total at 12/31/2024) create strong retention but also potential overhang if a transaction is anticipated; however, net-best cutback and absence of gross-ups mitigate shareholder cost concerns .