Lydia Paterson
UdemyAbout Lydia Paterson
Independent director at Udemy, Inc. (Class III), age 52, serving since December 2019. She is designated an “audit committee financial expert” and currently chairs Udemy’s Audit Committee; prior roles include CEO and CFO of OLX Group (Prosus/Naspers affiliate), VP Global Finance & Corporate FP&A at PayPal, finance leadership at eBay, and accounting at Coopers & Lybrand; B.B.A. from Simon Fraser University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prosus | Operating Partner | Apr 2024 – Dec 2024 | Strategic operating support in portfolio; governance experience |
| OLX Group (Prosus subsidiary) | Chief Executive Officer | Mar 2023 – Apr 2024 | Led global online marketplace; P&L and governance oversight |
| OLX Group (Prosus subsidiary) | Chief Financial Officer | Jun 2016 – Feb 2023 | Financial leadership; controls and reporting |
| PayPal | VP Global Finance & Corporate FP&A | 2012 – 2016 | Enterprise planning and finance |
| eBay | Various finance executive roles | 1999 – 2012 | Global finance leadership |
| Coopers & Lybrand (PwC) | Accounting roles | 1993 – 1998 | Audit/accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No current public directorships |
Board Governance
- Committees: Audit (Chair); Audit met 4 times in 2024; Compensation met 5; Nominating & Corporate Governance met 4. She leads Audit responsibilities including financial reporting integrity, auditor oversight, compliance, related party transactions review, risk and cybersecurity oversight; she also signed the 2024 Audit Committee Report .
- Independence: Board determined Paterson is independent under Nasdaq rules; 7 of 9 directors independent at time of proxy (CEO and former CEO not independent) .
- Attendance: Board met 20 times in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings .
- Chair/leadership: Independent Board Chair (Sohaib Abbasi); independent executive sessions; robust annual self-evaluation including independent third-party interviews in 2024 .
Fixed Compensation
| Component | Value/Terms | 2024 Amounts | Notes |
|---|---|---|---|
| Annual cash retainer (outside directors) | $40,000 | Included in “Fees Paid or Earned in Cash” | Policy level as of 12/31/2024 |
| Audit Committee Chair fee | $20,000 | Included in “Fees Paid or Earned in Cash” | Policy level |
| RSU annual grant | $190,000 grant-date fair value | 23,427 RSUs @ $8.11 GDFV; vests on earlier of 6/4/2025 or next annual meeting | Standard annual grant; Abbasi received 20,988 RSUs due to Chair differential |
| Elect RSUs in lieu of cash | Allowed; fully vested at grant | Quarterly RSUs in lieu of cash: 1,366 sh @ $10.98 (3/31/2024); 1,738 sh @ $8.63 (6/30/2024); 2,016 sh @ $7.44 (9/30/2024); 1,822 sh @ $8.23 (12/31/2024) | Immediate vest; director deferral elections permitted |
| 2024 Director compensation (Paterson) | Fees Paid or Earned in Cash | $60,000 | Column includes RSUs received in lieu of cash per footnote |
| 2024 Director compensation (Paterson) | Stock Awards | $189,993 | Annual RSU grant |
| 2024 Director compensation (Paterson) | Total | $249,993 | Sum for 2024 |
Performance Compensation
| Item | Metrics | Terms | 2024 Outcomes |
|---|---|---|---|
| Director equity | Time-based RSUs | Annual grant; service-based vesting | No director PSUs or performance metrics disclosed |
| Cash incentives | None for directors | — | — |
Other Directorships & Interlocks
| Entity | Relationship | Nature of Interlock/Transaction | Amount/Status |
|---|---|---|---|
| Naspers/Prosus/OLX Group | Paterson former executive (OLX; Prosus portfolio) | Naspers-affiliated entities are Udemy Business customers | $1.8M revenue in 2024; <1% of total revenue; Paterson not involved; interest deemed de minimis; Audit Committee oversees related party transactions |
Expertise & Qualifications
- Financial expert: Designated “audit committee financial expert” by the Board; deep finance and controls experience across PayPal/eBay/OLX .
- Global/marketplace/SaaS experience: Leadership in global marketplaces (OLX), e-commerce (eBay), payments (PayPal); relevant to Udemy’s enterprise and consumer models .
- Education: B.B.A., Simon Fraser University .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Rights to Acquire Within 60 Days | Total Shares | Ownership % |
|---|---|---|---|---|
| Lydia Ventura Paterson | 34,080 | 106,942 | 141,022 | <1% of 148,485,106 shares outstanding |
- Stock ownership guidelines (directors): Must own shares equal to 3x annual cash retainer ($120,000), by the earlier of December 2027 or 5 years from first election; unvested RSUs do not count; anti-hedging and anti-pledging policies apply .
- Pledging/hedging: Prohibited for directors; no pledging or hedging disclosed .
Insider Trades and Director Elections (Engagement)
| Date | Form | Summary | Notes |
|---|---|---|---|
| 12/31/2024 (filed 01/02/2025) | Form 4 | Elected to receive RSUs in lieu of quarterly cash retainer; elected to defer settlement of these RSUs until separation/other permitted event | Reflects alignment via equity; deferral election disclosed |
| 06/17/2025 (filed 06/20/2025) | Form 4 | RSU transaction reported (non-derivative common stock entry; details in filing) | Annual/retainer-related equity activity; confirms ongoing equity-based comp |
Governance Assessment
-
Strengths
- Independent director and Audit Committee Chair; designated audit committee financial expert; leads financial reporting integrity, auditor oversight, compliance, and cybersecurity risk oversight—key for investor confidence .
- Strong attendance (≥75% of meetings); Board’s robust self-evaluation with independent third-party interviews in 2024; independent chair and executive sessions support board effectiveness .
- Director compensation structure leans toward equity alignment (annual RSUs; ability to take RSUs instead of cash; deferral elections), plus meaningful stock ownership guidelines; anti-hedging/pledging policies .
-
Potential conflicts and mitigants
- Naspers/Prosus affiliation via OLX: Udemy recorded $1.8M revenue from Naspers-affiliated customers in 2024 (<1% of revenue); Paterson not involved; transactions reviewed under related party policy; Audit Committee primary reviewer—mitigates conflict risk .
- No other public company boards; reduces overboarding risk .
-
Signals
- Say-on-pay approval at 99% in 2024 indicates broad shareholder support for compensation governance; reflects credibility of board oversight of pay .
- Audit Committee Report signed by Paterson reinforces active chair engagement with auditor independence and internal control oversight .
-
RED FLAGS
- None material disclosed. Related-party exposure via Naspers/Prosus is de minimis and overseen by policy/Audit Committee . No hedging/pledging, loans, or delinquent filings disclosed for directors; Section 16(a) compliance confirmed .
Committee Assignments Snapshot
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit | Chair | 4 | Financial reporting, auditor selection/compensation/independence, internal controls, Code of Conduct, conflicts and related-party transactions, compliance, risk, cybersecurity, disclosure of significant incidents |
| Compensation | — | 5 | — |
| Nominating & Corporate Governance | — | 4 | — |
Director Compensation Policy Elements
| Role | Annual Cash Retainer |
|---|---|
| Board member | $40,000 |
| Chair of the Board | $60,000 |
| Lead Independent Director | $20,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Chair | $14,500 (increased 9/1/2024) |
| Nominating & Governance Chair | $9,000 (increased 5/15/2024) |
| Annual Director RSU | $190,000 grant-date value (new director onboarding RSU $380,000; annual grants vest on earlier of 1-year or next annual meeting) |
2024 RSUs in Lieu of Cash (Detailed)
| Metric | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| RSUs granted in lieu of cash retainer (shares) | 1,366 | 1,738 | 2,016 | 1,822 |
| Grant-date fair value per RSU | $10.98 | $8.63 | $7.44 | $8.23 |
| Vesting | Fully vested at grant | Fully vested at grant | Fully vested at grant | Fully vested at grant |
Ownership Alignment Policies
- Directors: 3x annual cash retainer ownership requirement; compliance deadline by Dec 2027 or 5-year anniversary; unvested RSUs/PSUs excluded from guideline count .
- Anti-hedging/pledging: Prohibited for directors, officers, employees; option/derivative trading and pledging banned .
Related Party Transactions Policy
- Formal policy; Audit Committee reviews transactions >$120,000 with related persons; factors include fairness, independence impact, and conflict risk; standing pre-approvals for specified low-risk scenarios .
Say-on-Pay & Shareholder Engagement
- 2024 say-on-pay approval: 99% of votes cast; annual outreach and independent comp consultant (FW Cook) support compensation governance .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (common) | 34,080 shares |
| Rights to acquire within 60 days | 106,942 shares (e.g., near-term RSUs/options) |
| Total beneficial ownership | 141,022 shares (<1%) |
| Shares outstanding reference | 148,485,106 shares as of 3/31/2025 |
Governance Assessment (Bottom Line)
- Board effectiveness: High—independent, diverse, active Audit Committee leadership by Paterson; clear oversight of financial controls and cybersecurity; strong attendance and evaluation processes .
- Conflicts: Naspers/Prosus affiliation exists but exposure is minimal and managed via policy/Audit Committee; disclosed transparently .
- Alignment: Equity-centric director pay with RSU-in-lieu elections and deferrals; robust ownership guidelines; anti-hedging/pledging strengthen alignment and risk controls .
- Investor confidence signals: 99% say-on-pay approval; clear risk oversight statements; auditor independence affirmed under Paterson’s chairmanship .