Natalie Rothman
UdemyAbout Natalie Rothman
Natalie Rothman (age 54) is an independent director of Udemy, serving since May 2022. She is Chief People Officer at Inspire Brands (since May 2023) and brings deep human capital, total rewards, and governance expertise, complemented by legal training (B.A. Ithaca College; M.A. American University; J.D. Brooklyn Law School). Udemy’s Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inspire Brands | Chief People Officer | May 2023–present | Executive leadership in global multi-brand operations; human capital and total rewards focus |
| Advance Auto Parts | EVP, Chief Human Resources Officer | May 2016–May 2023 | Led HR for a public company; governance and compensation alignment |
| PepsiCo | HR leadership roles | Nearly 10 years | Scaled HR programs across a global enterprise |
| Brown Raysman (law firm) | Employment attorney | Several years | Counsel on corporate labor and employment law to large corporations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SilverBox Engaged Merger Corp. I | Director (prior public company board) | Within last five years | SPAC/transactional governance experience |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Committee activity: Compensation Committee met 5 times in 2024; Nominating & Corporate Governance met 4 times in 2024 .
- Board cadence/attendance: Board met 20 times in 2024; all incumbent directors attended at least 75% of Board and committee meetings on which they served .
- Independence: Board determined Rothman is independent; Udemy has an independent Chair (Sohaib Abbasi) and fully independent standing committees .
- Executive sessions: Independent directors meet in executive session periodically; committees also hold executive sessions .
- Compensation Committee interlocks: None; no cross-serving relationships with entities whose executives serve on Udemy’s Board/Comp Committee .
- Compensation Committee remit (selected): approves executive pay philosophy and CEO goals, determines executive compensation, oversees incentive/equity plans, monitors stock ownership guidelines and clawback, and leads succession planning for executive management (other than CEO) .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees paid or earned in cash | $58,292 | Includes Board/committee retainers and chair fees per policy |
| Stock awards (RSUs) | $189,993 | Annual director RSU grant; vesting on earlier of first anniversary or next annual meeting |
| Total | $248,285 | Cash + equity total for 2024 |
Udemy outside director compensation policy (as of Dec 31, 2024):
- Annual cash retainer $40,000; Compensation Committee chair $14,500 (increased from $14,000 effective Sep 1, 2024); Compensation Committee member $7,000; Nominating & Corporate Governance chair $9,000 (increased from $8,000 effective May 15, 2024); Nominating & Corporate Governance member $4,000; Audit Committee chair $20,000; Audit Committee member $10,000 .
- Directors may elect quarterly fully vested RSUs in lieu of cash, and may defer settlement of RSUs per stated timelines; all outstanding director equity vests upon a change in control .
Performance Compensation
| Equity Grant Detail | Grant | Vesting | Notes |
|---|---|---|---|
| Annual director RSUs (2024) | 23,427 RSUs at $8.11 grant-date fair value per unit (as of June 4, 2024, for directors serving then) | Vests on earlier of June 4, 2025 or 2025 Annual Meeting | Applies to all non-employee directors serving on June 4, 2024 (except Abbasi’s slightly different count) |
| Initial director RSUs (policy) | $380,000 grant upon joining Board | Vests in three equal annual installments | Policy term; individual grant timing aligns to appointment |
Performance metrics tied to director compensation: None disclosed; director equity is time-based RSUs (no director PSUs or option awards under the policy) .
Other Directorships & Interlocks
| Relationship | Description | Dollar Amount | Notes |
|---|---|---|---|
| Inspire Brands (employer) | Udemy Business customer beginning Q4 2024 | ≈ $0.2 million total contract value | Rothman not involved in selection or relationship; deemed de minimis; reviewed under related-person policy |
| Related-person policy (oversight) | Audit Committee reviews, approves or disapproves related person transactions >$120,000; considers fairness, independence impact, and conflicts | Policy threshold $120,000 | Standing pre-approvals for certain low-risk situations |
Expertise & Qualifications
- Executive leadership (global CPO) and public-company HR governance; extensive human capital and total rewards background .
- Boardroom experience across public and private companies and advisory boards .
- Legal training and employment law practice earlier in career .
Equity Ownership
| Ownership Component (as of Mar 31, 2025) | Shares | % of Outstanding |
|---|---|---|
| Common stock beneficially owned | 34,982 | <1% |
| Rights to acquire within 60 days | 7,772 | <1% |
| Total beneficial ownership | 42,754 | <1% of 148,485,106 shares outstanding used for calculation |
Stock ownership guidelines for non-employee directors: required holdings equal to 3x annual cash retainer (currently $120,000), to be met by the earlier of December 2027 or five-year anniversary; only owned shares count (unvested RSUs do not) . Anti-hedging and anti-pledging policies apply to directors; short sales, derivatives, and pledging are prohibited .
Governance Assessment
- Strengths for investor confidence: independent director; chairs Compensation Committee with clear, stockholder-aligned pay governance (clawback, stock ownership guidelines, double-trigger CIC; no tax gross-ups); Board structure features independent Chair and fully independent committees; say‑on‑pay received 99% approval in 2024, indicating strong support for pay practices .
- Engagement and oversight: Board met 20 times in 2024 and all incumbents met ≥75% attendance; independent directors and committees hold executive sessions; Compensation Committee met 5 times in 2024 under her chairship .
- Potential conflicts: Inspire Brands’ customer relationship (~$0.2M) flagged and vetted; Rothman was not involved; interest deemed de minimis under related-person policy with Audit Committee oversight—mitigates conflict risk .
- Alignment: Director compensation emphasizes equity via annual RSUs; director stock ownership guidelines and anti-hedging/pledging policies enhance alignment and risk discipline .