Marylou Maco

About Marylou Maco

Marylou Maco is a Class II independent director at Udemy, age 64, appointed in December 2024. She serves as Chair of the Nominating & Corporate Governance Committee and is a member of the Audit Committee, bringing extensive enterprise software go‑to‑market leadership experience. Maco is currently Avaya’s Chief Revenue & Customer Experience Officer and studied management at Penn State University. As of March 31, 2025, Udemy’s Board classified her as independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit .
• Independence: Determined independent by Udemy’s Board under Nasdaq standards (7 of 9 directors independent at time of filing) .
• Attendance: Board met 20 times in 2024; each incumbent director attended ≥75% of Board and committee meetings on which they served .
• Executive sessions: Independent directors meet periodically without management; sessions generally chaired by the independent Chair, Sohaib Abbasi .
• Committee activity levels (2024): Audit (4 meetings), Compensation (5), Nominating & Corporate Governance (4) .
• Governance scope: Nominating & Corporate Governance Committee responsibilities include director searches, board/management evaluations, CEO succession planning, governance guidelines, and director orientation/education .

Fixed Compensation

• Udemy outside director cash retainers (as of Dec 31, 2024):
  • Board member annual retainer: $40,000
  • Chairperson of the Board: +$60,000
  • Lead Independent Director: +$20,000
  • Audit Committee chair: +$20,000; member: +$10,000
  • Compensation Committee chair: +$14,500 (increased from $14,000 effective Sep 1, 2024); member: +$7,000
  • Nominating & Corporate Governance chair: +$9,000 (increased from $8,000 effective May 15, 2024); member: +$4,000

Notes:

• Directors may elect fully‑vested RSUs in lieu of quarterly cash retainers and may elect to defer settlement subject to policy timing rules .
• All cash payments are made quarterly in arrears, pro‑rated for service .

Performance Compensation

• Director equity structure:
  • Initial RSU grant upon first becoming a director: $380,000 grant‑date fair value, vesting in three equal annual installments (service‑based) .
  • Annual RSU grant: $190,000 grant‑date fair value, vests on earlier of first anniversary or next annual meeting (service‑based); prorated if appointed between annual meetings .
  • Change‑in‑control: All outstanding, unvested director equity fully accelerates .

Other Directorships & Interlocks

Expertise & Qualifications

• Enterprise software and SaaS go‑to‑market leadership across Avaya, Genesys, HPE, Oracle, and Cisco (multi‑decade tenure), with transformation experience in cloud consumption .
• Governance leadership: Chairs Udemy’s Nominating & Corporate Governance Committee, including director search, evaluations, and CEO succession planning .
• Education: Studied management and related support services at Penn State University .

Equity Ownership

Notes:

• Udemy’s stock ownership guidelines for non‑employee directors: Own shares valued at 3× annual Board cash retainer ($120,000 currently) by the earlier of Dec 2027 or five‑year anniversary of Board service; unvested RSUs do not count toward compliance .
• Anti‑hedging and anti‑pledging policy prohibits hedging, short sales, derivatives trading, pledging, and margin accounts for directors .

Governance Assessment

• Strengths:

  • Independent director with dual roles (Audit member; NCG Chair) aligned to board refreshment, succession, and oversight; all standing committees fully independent .
  • Robust annual evaluation process including independent third‑party interviews in 2024; NCG coordinated results for Board action .
  • Formal related‑party policy with Audit Committee review; no Item 404(a) related‑party transactions involving Maco; independence affirmed .
  • Strong shareholder alignment signals at Udemy overall: 99% say‑on‑pay support in 2024; clawback policy; stock ownership guidelines; double‑trigger CIC vesting; anti‑hedging/pledging .

• Watch items / potential investor confidence considerations:

  • Reported beneficial ownership shows no shares as of March 31, 2025; while within compliance period, lack of counted ownership (unvested RSUs excluded) may be viewed as modest “skin‑in‑the‑game” until guidelines are met .
  • External role at Avaya (board service and operating executive) warrants ongoing monitoring for any commercial ties; Udemy disclosed none at appointment and related‑party review processes are in place .
  • Committee workload and attendance: while 2024 committee meetings occurred before her appointment, ongoing tracking of individual attendance is advisable; Udemy disclosed ≥75% attendance for incumbents overall .

• Implications:

  • Maco’s NCG chair role suggests influence over board composition and CEO succession; her enterprise sales transformation background is accretive to Udemy’s upmarket and SaaS strategy oversight .
  • Equity alignment will improve as RSUs vest; adherence to director ownership guidelines by 2027 should mitigate low reported beneficial ownership .

Appendix: Director Compensation Policy Snapshot

Sources

• 2025 DEF 14A (Udemy): Board composition, committee roles, independence, attendance, director compensation policy, ownership table, governance practices, NCG scope, anti‑hedging/pledging, clawback and ownership guidelines .
• 8‑K (Dec 3, 2024): Appointment of Marylou Maco and Debra Chrapaty; Maco’s Avaya role and Avaya board service; confirmation of no Item 404(a) related‑party transactions at appointment .