Jeffrey Lieberman
UdemyAbout Jeffrey Lieberman
Jeffrey Lieberman, age 50, is an independent Class II director at Udemy and Managing Director at Insight Partners. He has served on Udemy’s board since February 2015 and holds a B.S. in systems engineering and finance from the University of Pennsylvania . The board affirmed his independence under Nasdaq rules in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insight Partners | Managing Director | 1998–present | Growth-stage software investing and board governance expertise |
| Mimecast Ltd. | Director (public company) | Within last five years (dates not disclosed) | Cybersecurity, SaaS operating oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Insight Holdings Group, LLC | Board of Managers (with Messrs. Horing, Parekh, Triplett) | Ongoing | May be deemed to share voting/dispositive power over Insight-affiliated holdings; individuals disclaim beneficial ownership except to pecuniary interest |
| Other public company boards | None | Current | No current public boards |
Board Governance
- Committee assignments: Compensation Committee member; Compensation Committee met 5 times in 2024 .
- Independence: Board determined Lieberman is independent (Nasdaq definition) .
- Attendance and engagement: Board met 20 times in 2024; each incumbent director attended at least 75% of Board and committee meetings during their tenure .
- Board structure: Independent chair; regular executive sessions of independent directors .
- Compensation committee interlocks: None; no officer/employee members; no insider participation/conflicts disclosed for 2024 .
- Say-on-pay signal: 99% approval of executive compensation at 2024 meeting, supporting pay-for-performance oversight .
Fixed Compensation
| Component | Policy/Amount | Lieberman 2024 Actual |
|---|---|---|
| Annual cash retainer | $40,000 (paid quarterly, prorated) | $47,000 total cash (includes committee member fee) |
| Compensation Committee member fee | $7,000 per year | Included in $47,000 cash |
| Meeting fees | None disclosed for directors | N/A |
Performance Compensation
| Equity Component | Grant/Value | Vesting | Lieberman 2024 Actual |
|---|---|---|---|
| Annual RSUs | $190,000 grant each year, awarded at annual meeting | Vest on earlier of first anniversary or next annual meeting; service-contingent | 23,427 RSUs at $8.11 grant-date fair value per RSU on June 4, 2024; $189,993 total (ASC 718) |
| Initial board RSUs (for new directors) | $380,000 | Three equal annual tranches; service-contingent | Not applicable in 2024 |
| Change-in-control terms | All unvested director equity accelerates and fully vests upon a change in control | Applies to all non-employee directors |
No performance-based metrics (e.g., PSUs) are used for director compensation; director equity is time-based for alignment and retention .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Mimecast Ltd. (within last five years) |
| Significant shareholder affiliation | Entities affiliated with Insight Venture Partners own 25.6% of Udemy; Lieberman is among managers of Insight Holdings Group that may be deemed to share voting/dispositive power; individuals disclaim beneficial ownership except to their pecuniary interests |
| Related party transactions | Insight portfolio companies: Udemy Business revenue of $0.6M (<1% of revenue) and $0.8M operating expenses (<1% of operating expenses) in 2024; Lieberman not involved; interest deemed de minimis |
Expertise & Qualifications
- Extensive venture capital and public-company director experience; SaaS investing and growth-stage board governance .
- Financial acumen contributes to executive compensation oversight (Compensation Committee member) .
- STEM/finance educational background (systems engineering and finance, University of Pennsylvania) .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned | 124,050 shares; <1% of outstanding |
| Rights to acquire within 60 days | Not disclosed for Lieberman individually |
| Director stock ownership guideline | Required holdings equal to $120,000 (3x $40,000 retainer); compliance deadline by December 2027 or five years from initial election/appointment, whichever earlier |
| Hedging/pledging | Prohibited for directors, officers, employees; anti-hedging/anti-pledging policy in place |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-06-06 | 2024-06-04 | A (Award of RSUs/common stock) | 23,427 | $0.00 | 57,507 |
Note: Form 4 labeled Lieberman as “director, 10 percent owner” in connection with Insight group reporting; individually, his beneficial ownership is <1% per the proxy table (Form 4 data above; ownership table data ).
Governance Assessment
- Strengths: Independent director; active Compensation Committee member with 2024 committee cadence (5 meetings); strong anti-hedging/pledging controls; clear director ownership guideline; robust board/committee evaluations; 99% say‑on‑pay support indicates investor confidence in compensation governance .
- Potential conflicts: Insight affiliation and 25.6% ownership could create perceived influence; however, 2024 related-party amounts were de minimis, Lieberman was not involved, and the Audit Committee oversees related party approval .
- Engagement: Board met 20 times with strong attendance; independent leadership structure supports effective oversight .
- Overall: Governance signals are positive; monitor Insight-related dealings and ownership concentration, but current disclosures mitigate conflict risk through committee oversight and immaterial transaction levels .