Sarah Blanchard
UdemyAbout Sarah Blanchard
Sarah Blanchard, 48, has served as Udemy’s Chief Financial Officer since April 2021. She holds a B.A. in accounting from Michigan State University and an M.B.A. from the University of Pennsylvania . Company performance in 2024 included revenue of $786.6 million (+8% YoY), adjusted EBITDA of $43.0 million (+451% YoY), and adjusted EBITDA margin of 5.5% (+400 bps YoY) . Udemy’s cumulative TSR since the IPO, measured as the value of an initial $100 investment, stood at $29.93 at year-end 2024 versus $153.89 for the peer index; Udemy’s 2024 net loss was $85.3 million on revenue of $786.6 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Omada Health | CFO and COO | 2019–2021 | Digital healthcare platform focused on sustainable lifestyle changes; served as CFO prior to COO |
| Omada Health | CFO | 2014–2019 | Scaled finance operations for digital health programs |
| CoreOS (acquired by Red Hat) | CFO | Oct 2017–Jan 2018 | CFO through CoreOS’s sale to Red Hat |
| Silver Spring Networks | VP, Finance | 2009–2014 | Smart grid products provider; led finance functions |
External Roles
No external public company directorships or board roles disclosed for Ms. Blanchard .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $426,667 | $432,000 | $445,500 |
| Stock Awards ($) | $7,585,527 | $2,222,500 | $1,921,500 |
| Non-Equity Incentive Plan ($) | $187,017 | $297,562 | — (0% payout for 2024 plan) |
| All Other Compensation ($) | $500 | $6,600 | $4,928 (401(k) match) |
| Total ($) | $8,199,711 | $2,958,662 | $2,371,928 |
| Base Salary Rate | 2023 | 2024 | YoY Change |
|---|---|---|---|
| Ms. Blanchard | $432,000 | $450,000 | +4.2% |
| Short-Term Incentive Target (2024) | % of Base | Target $ | Actual Payout $ |
|---|---|---|---|
| Ms. Blanchard | 70% | $315,000 | $0 (revenue below threshold) |
Performance Compensation
Short-Term Cash Incentive (2024 Plan)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Outcome |
|---|---|---|---|---|---|---|
| Revenue | Matrix-based (no fixed weight) | $795M | $815.5M | $835M | $786.6M | 0% (below threshold) |
| Adjusted EBITDA Margin | Matrix-based (no fixed weight) | 1.5% | 2.7% | 5.0% | 5.9% (after comp adjustments) | 0% (revenue failed threshold) |
Notes: Committee used a payout matrix; both metrics had to meet threshold to trigger any payout. 2024 adjusted EBITDA margin was adjusted upward by ~0.4 percentage points for compensation purposes .
Long-Term Equity Awards (2024 Grants)
| Award | Grant Date | Shares/Target | Vesting |
|---|---|---|---|
| RSUs | Mar 15, 2024 | 87,500 | 16 equal quarterly installments beginning June 15, 2024, subject to service |
| PSUs (target) | Mar 15, 2024 | 87,500 | Earn-out based on 2024 performance; 25% of earned PSUs vested Mar 15, 2025; remainder vests quarterly over 3 years, subject to service |
PSU Performance Design and Results (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout for Metric |
|---|---|---|---|---|---|---|
| Udemy Business ARR | 70% | $550.0M | $586.4M | $622.5M | $516.0M | 0% |
| Adjusted EBITDA Margin | 30% | 1.5% | 2.7% | 5.3% | 5.9% | 150% |
| Blended PSU Achievement | — | — | — | — | — | 45% overall |
Equity Ownership & Alignment
| Beneficial Ownership (as of Mar 31, 2025) | Common Stock | Rights to Acquire Within 60 Days | Total | Ownership % |
|---|---|---|---|---|
| Sarah Blanchard | 684,335 | 20,995 | 705,330 | <1% (out of 148,485,106 shares outstanding) |
- Stock ownership guidelines: executives reporting to CEO must hold stock equal to 1x base salary; all NEOs are meeting or on track .
- Anti-hedging/anti-pledging policy applies to officers; pledging prohibited .
Unvested Equity at FY2024 Year-End (Market value at $8.23/share)
| Grant (Type) | Unvested Shares | Market Value ($) |
|---|---|---|
| 11/15/2021 RSUs | 30,173 | $248,324 |
| 05/15/2022 RSUs | 65,625 | $540,094 |
| 03/18/2023 RSUs | 70,313 | $578,676 |
| 03/18/2023 PSUs (time vest after achievement) | 49,009 | $403,344 |
| 03/15/2024 RSUs | 71,094 | $585,104 |
| 03/15/2024 PSUs (unearned at target) | 87,500 | $720,125 |
Employment Terms
| Scenario (Assumed Termination on Dec 31, 2024) | Salary Severance | Bonus Severance | Health Coverage | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Outside CIC period | $450,000 | — | $41,827 | — | $491,827 |
| Within CIC period (double trigger) | $450,000 | $315,000 | $41,827 | $3,075,666 | $3,882,493 |
- Agreements auto-renew for three-year terms unless notice is given; CFO agreement had an initial term ending September 1, 2024 and renews automatically thereafter .
- Change-in-control/severance terms provide “double trigger” vesting acceleration and lump-sum severance of 12 months’ salary plus 100% target bonus within the CIC period; outside CIC, 12 months’ salary and health coverage (no bonus severance) .
- “Net-best” approach applies to potential excise tax exposure; no tax gross-ups .
- Clawback policy compliant with SEC/Nasdaq (Section 954) for accounting restatements .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total direct compensation was heavily equity-weighted; zero cash bonus due to revenue miss under the annual plan .
- Shift to PSUs: Since 2023, long-term incentives are 50% RSUs and 50% PSUs, reinforcing pay-for-performance .
- Performance rigor: 2024 annual bonus required both revenue and adjusted EBITDA margin to pass threshold; revenue fell short, resulting in 0% payout despite margin outperformance .
- PSU funding: 2024 PSU awards earned at 45% given UB ARR miss and EBITDA margin above maximum target; earned awards vest over three years for retention .
Say-on-Pay & Peer Benchmarking
- Say-on-pay approval: 99% support at the 2024 annual meeting; annual say-on-pay to continue .
- Compensation peer group (2024): Zuora, Chegg, Alteryx, Coursera, Five9, Skillsoft, Appian, Duolingo, Stride, Alarm.com Holdings, Fastly, Upwork, Instructure, BlackLine, Smartsheet, Everbridge .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for officers (alignment positive) .
- Tax gross-ups: Not provided; “net-best” cutback used (shareholder-friendly) .
- Perquisites: Minimal; Ms. Blanchard’s 2024 “All Other Compensation” was $4,928 (401(k) match) .
- Section 16 compliance: All insiders complied in 2024 (no delinquent reports) .
Investment Implications
- Strong alignment and rigor: Zero 2024 cash bonus despite margin beat underscores tight linkage of pay to balanced growth/profitability, and PSUs funded at 45% with multi-year vesting sustain retention while limiting windfalls from single-metric outperformance .
- Sell pressure considerations: Quarterly RSU and earned PSU vesting schedules suggest ongoing, predictable settlement cadence rather than lump-sum events; anti-hedging/pledging policies further limit risk behaviors .
- Ownership skin-in-the-game: Beneficial ownership is <1% but executives are on track for stock ownership guidelines (≥1x base for CFO), supporting baseline alignment; say-on-pay support (99%) signals investor comfort with structure .
- Change-in-control economics: Double-trigger protection with 12 months’ salary + 100% target bonus and full acceleration at target aligns with market norms; absence of excise tax gross-ups reduces shareholder risk .