Heather Hiles
UdemyAbout Heather Hiles
Heather Hiles (age 56) is an Independent Director of Udemy, Inc. and has served on the Board since August 2020. She sits on the Audit Committee and the Nominating & Corporate Governance Committee and has been designated by the Board as an “audit committee financial expert.” She brings deep experience across education technology, workforce development, venture capital, and nonprofit leadership, with degrees from UC Berkeley (B.A.) and Yale University (M.B.A.).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Girls Code | Chief Business Officer | Nov 2023 – Aug 2024 | Helped expand programs focused on computer programming skills for Black girls (nonprofit leadership) |
| Black Ops Ventures | Founder and Managing Partner | Apr 2021 – Apr 2022 | Seed-stage VC funding Black founders; investment and governance experience |
| Imminent Equity | Founder | 2019 – (not specified) | Venture firm founder; capital allocation perspective |
| Calbright College | Chancellor and CEO | (not specified) | Led pioneering online, skills-based community college; operating and governance oversight |
| Bill & Melinda Gates Foundation | Deputy Director, Post‑Secondary Solutions | (not specified) | Focus on learning technologies; policy and outcomes orientation |
| Pathbrite | Founder and CEO | (not specified) | Built digital learning company; product and go-to-market |
| SFWorks | CEO | (not specified) | Workforce development; stakeholder engagement |
External Roles
| Entity | Role | Public/Private | Notes |
|---|---|---|---|
| Other public company boards | — | Public | None; Udemy discloses no other public company directorships for Hiles |
| Nonprofit/Private entities (selected) | Leadership roles at Black Girls Code, Calbright College; founder roles at Black Ops Ventures, Imminent Equity, Pathbrite | Nonprofit/Private | Broad exposure to education tech, workforce development, and VC ecosystems |
Board Governance
- Independence: The Board determined Hiles is independent under Nasdaq rules; 7 of 9 current directors are independent (CEO and former CEO not independent).
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; designated “audit committee financial expert.”
- Attendance and engagement: The Board met 20 times in 2024; each incumbent director attended ≥75% of Board and committee meetings during their tenure. Executive sessions of independent directors occur periodically.
- Committee cadence: Audit met 4 times; Nominating & Corporate Governance met 4 times in 2024.
- Governance posture: Independent Chair (Sohaib Abbasi); robust self-evaluation with third-party interviews; anti‑hedging and anti‑pledging policies; director stock ownership guidelines; board oversight of risk, cybersecurity, and succession.
Fixed Compensation
| Component | Amount/Structure | 2024 Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 per outside director | Paid quarterly; directors may elect RSUs in lieu of cash |
| Committee cash fees | Audit member: $10,000; Nominating & Corporate Governance member: $4,000; Chair fees higher | Fee levels adjusted mid-2024 for certain chair roles; paid quarterly |
| Hiles 2024 cash paid | $59,000 | Actual fees earned/paid in cash for 2024 |
Performance Compensation
| Equity Award | Grant specifics | Vesting |
|---|---|---|
| Annual Director RSU (2024 cycle) | 23,427 RSUs granted to each non-employee director as of June 4, 2024 at $8.11 grant-date fair value per RSU | Vests on the earlier of 1-year anniversary or next annual meeting (subject to continued service) |
| Hiles 2024 stock awards | $189,993 (aggregate grant-date fair value) | Standard annual director grant; directors may elect deferral of settlement per policy |
| Change-in-control (directors) | All outstanding and unvested equity awards held by non-employee directors accelerate and fully vest upon a change-in-control | Single-trigger acceleration (directors), typical but can be shareholder-sensitive |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards | None disclosed for Hiles |
| Compensation Committee interlocks | No executive officer service on other companies’ boards creating interlocks; 2024 Compensation Committee members (Lieberman, Rothman, Chrapaty) were independent |
| Related party transactions | Disclosed transactions involve Insight-affiliated entities (Lieberman), Naspers affiliates (Paterson), and Inspire Brands (Rothman); no Hiles-related transactions disclosed |
Expertise & Qualifications
- Audit committee financial expert; financial and tech company experience; strong education technology and workforce development domain expertise.
- Education: B.A. in development studies and ethnic studies (UC Berkeley); M.B.A. (Yale University).
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Common stock beneficially owned (direct) | 19,240 shares | Shares held directly for beneficial ownership reporting |
| Rights to acquire within 60 days | 100,000 shares | SEC beneficial ownership includes options/RSUs vesting ≤60 days |
| Total beneficial ownership | 119,240 shares; <1% of outstanding (*) | Udemy had 148,485,106 outstanding shares (as of 3/31/2025) |
| Director stock ownership guideline | 3x annual cash retainer; currently $120,000 → $360,000 value requirement | Measured on last day of each fiscal year; only held shares count (unvested RSUs/options exclude) |
| Value of held shares at 12/31/2024 | ≈$158,640 (19,240 × $8.23) | Based on closing price $8.23 at 12/31/2024; illustrative compliance check |
| Guideline timing for Hiles | Must comply by end of fiscal year including 5-year anniversary (Aug 2025 → FY2025) or by Dec 2027, whichever earlier | Hiles joined Aug 2020; earliest deadline effectively FY2025 year-end |
Insider Trading and Ownership Filings
| Item | 2024 Disclosure |
|---|---|
| Section 16(a) filings | Company reports all directors, officers, and >10% holders complied with Section 16(a) for FY2024 (no delinquencies) |
| Anti-hedging/pledging | Company prohibits hedging and pledging by directors and employees |
Governance Assessment
- Strengths:
- Independent director with dual committee service (Audit; Nominating & Corporate Governance) and “audit committee financial expert” designation; supports robust oversight of financial reporting, risk, and governance.
- Equity-heavy director compensation (2024: $189,993 stock vs $59,000 cash), aligning incentives with shareholder value.
- Board’s governance practices include independent chair, executive sessions, third‑party led annual self-evaluations, anti‑hedging/pledging, and director stock ownership guidelines.
- Watch items / potential red flags:
- Director change-in-control equity has single-trigger vesting for non‑employee directors, which some investors view as less aligned than double-trigger; note typical market practice context.
- As of 12/31/2024, Hiles’ held shares (~$158.6k at $8.23) appear below the $360k guideline requirement; timing allows compliance by FY2025 year-end, but investors may monitor progress.
- No Hiles-related party transactions disclosed; continue monitoring for interlocks or customer/supplier relationships.
Director Compensation (2024)
| Component | Amount ($) |
|---|---|
| Fees Paid or Earned in Cash | $59,000 |
| Stock Awards (grant-date fair value) | $189,993 |
| Total | $248,993 |
Board Governance Detail
| Category | Disclosure |
|---|---|
| Board meetings | 20 in 2024 |
| Individual attendance threshold | Each incumbent director ≥75% of Board and committee meetings |
| Audit Committee composition | Paterson (Chair), Hiles, Maco; 4 meetings in 2024 |
| Nominating & Corporate Governance composition | Maco (Chair), Chrapaty, Hiles, Rothman; 4 meetings in 2024 |
| Independence | Hiles independent; 7 of 9 directors independent as of proxy date |
| Executive sessions | Independent directors meet periodically in executive sessions |
| Anti-hedging/pledging | Prohibited for directors, officers, employees |
Performance Compensation Detail (Directors)
| Equity | 2024 Annual Grant | Grant-Date FV per RSU | Vesting |
|---|---|---|---|
| RSUs | 23,427 RSUs (Hiles) | $8.11 | Earlier of 1-year or next annual meeting, subject to continued service |
Other Directorships & Interlocks (Hiles)
| Type | Company | Role | Note |
|---|---|---|---|
| Public company | — | — | None disclosed |
| Related party transactions | — | — | No Hiles-specific related person transactions disclosed; others noted for Lieberman/Paterson/Rothman were de minimis and managed via Audit Committee. |
Expertise & Qualifications (Detail)
| Attribute | Evidence |
|---|---|
| Financial expertise | Audit committee financial expert designation |
| Education/learning tech | Leadership at Pathbrite, Calbright College, Gates Foundation focus on learning technologies |
| Workforce development | CEO of SFWorks; nonprofit leadership |
| VC/investment | Founder roles at Black Ops Ventures and Imminent Equity |
| Education credentials | B.A. UC Berkeley; M.B.A. Yale |
Equity Ownership (Detail)
| Measure | Value |
|---|---|
| Shares held directly | 19,240 |
| Rights to acquire ≤60 days | 100,000 |
| Total beneficial ownership | 119,240; <1% (*) |
| Price at 12/31/2024 | $8.23 |
| Held-share value (EOY 2024) | ≈$158,640 (19,240 × $8.23) |
| Director guideline | $360,000 (3 × $120,000) |
| Guideline timing | By FY2025 year-end or earlier of Dec 2027 |
Governance Assessment
- Overall, Hiles enhances Board effectiveness through independent oversight, audit expertise, and education/workforce domain knowledge. Equity-skewed director pay supports alignment.
- Investors should monitor guideline compliance progress by FY2025 year-end and note single-trigger director equity acceleration on change-in-control. No specific conflicts or attendance concerns disclosed.