Sohaib Abbasi

About Sohaib Abbasi

Sohaib Abbasi is Udemy’s independent Chairperson of the Board (age 68), serving since July 2023; he is not a member of any standing committees. Abbasi is a former CEO and Chair of Informatica, held executive roles at Oracle, and currently serves as Vice Chair of Elastic N.V.; he holds B.S. and M.S. degrees in computer science from the University of Illinois at Urbana-Champaign . Udemy’s Board has affirmatively determined Abbasi is independent under Nasdaq rules, and the Board operates with a separated Chair/CEO structure; independent directors meet in executive session, generally chaired by Abbasi .

Past Roles

External Roles

Board Governance

• Independence and leadership
  • Independent director under Nasdaq standards; Board separates Chair and CEO roles .
  • Abbasi serves as independent Chair and generally chairs executive sessions of independent directors .
• Committee assignments and structure
  • Abbasi: none (not on Audit, Compensation, or Nominating & Corporate Governance) .
  • 2024 committee cadence: Audit (4), Compensation (5), Nominating & Corporate Governance (4); all committees fully independent .
• Attendance and engagement
  • Board met 20 times in 2024; all incumbent directors attended ≥75% of Board and relevant committee meetings .

Fixed Compensation

• Outside Director Compensation Policy (as of Dec 31, 2024) :

  • Annual cash retainer: $40,000
  • Chairperson of the Board: $60,000
  • Audit Committee chair/member: $20,000 / $10,000
  • Compensation Committee chair/member: $14,500 / $7,000 (chair increased from $14,000 on Sep 1, 2024)
  • Nominating & Corporate Governance chair/member: $9,000 / $4,000 (chair increased from $8,000 on May 15, 2024)
  • Equity: initial RSUs valued at $380,000; annual RSUs valued at $190,000 (time-based vesting; annual grant on meeting date)

• 2024 Director Compensation (actual) : | Component | Amount ($) | |---|---| | Fees Paid or Earned in Cash (includes RSUs in lieu of cash per policy elections)* | 103,844 | | Stock Awards (FASB ASC 718 grant-date fair value) | 170,213 | | Total | 274,057 |

*Abbasi elected quarterly fully vested RSUs in lieu of cash retainers; awards are fully vested at grant .

• 2024 RSU Grant Detail (director awards and RSUs in lieu of cash retainer) : | Grant date | Shares (#) | Grant-date fair value ($/RSU) | |---|---|---| | Mar 31, 2024 | 2,276 | 10.98 | | Jun 30, 2024 | 2,896 | 8.63 | | Sep 30, 2024 | 3,540 | 7.44 | | Dec 31, 2024 | 3,341 | 8.23 | | Jun 4, 2024 (annual director award) | 20,988 | 8.11 |

• Director Stock Ownership Guidelines :

  • Requirement: 3x annual cash retainer (3 × $120,000 = $360,000) by earlier of Dec 2027 or the fiscal year including the 5-year anniversary of initial election; only outright shares count (unvested RSUs, options excluded) .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Public company leadership and governance: Former CEO/Chair Informatica; Vice Chair Elastic; multiple prior public boards .
• Enterprise software/data expertise: Oracle executive roles; Informatica domain knowledge; SaaS oversight experience .
• Investor/VC advisory experience: Senior advisor at TPG; Balderton Executive Council member .
• Education: B.S. and M.S. in computer science (University of Illinois at Urbana-Champaign) .

Equity Ownership

• Notes:
  • Rights to acquire within 60 days generally include options exercisable or RSUs scheduled to vest within 60 days; stock ownership guidelines exclude unvested awards until settled .
  • Anti-hedging/anti-pledging policy for directors prohibits hedging and pledging of Udemy securities .

Governance Assessment

• Strengths

  • Independent Chair separate from CEO enhances oversight; Abbasi chairs executive sessions of independent directors, facilitating candid board deliberations .
  • Full committee independence, robust cadence (Audit 4; Compensation 5; NCG 4) and Board meeting intensity (20 meetings in 2024) indicate active governance and engagement; all directors met ≥75% attendance threshold .
  • Director equity pay is time-based RSUs; no performance-linked director pay mitigates incentive misalignment with near-term metrics; anti-hedging/pledging policy strengthens alignment .

• Alignment and incentives

  • Abbasi elected stock in lieu of cash retainers, increasing equity alignment; 2024 director comp totaled $274,057 with detailed RSU grants disclosed .
  • Director ownership guideline requires ~$360,000 in outright share value by Dec 2027; proxy does not disclose director-by-director compliance status for non-employee directors .

• Potential risks and conflicts

  • No Abbasi-related related-party transactions disclosed; committee interlock risks not present in FY2024; no family relationships; Section 16(a) compliance reported for all insiders (no delinquent filings) .
  • As Vice Chair of Elastic, oversight should monitor for any prospective business dealings that could create perceived conflicts, although none are disclosed currently .

• Shareholder confidence signals

  • Strong say-on-pay support (99% approval in 2024) and continued emphasis on pay-for-performance for executives; independent consultant retained by Compensation Committee .