David Chung

About David Chung

David Chung (age 57) is an independent director of Upland Software, Inc., serving on the Board since August 2022; he is a Partner and Co-Chief Investment Officer at private equity firm HGGC, sits on HGGC’s Management Committee and Fund IV Investment Committee, and holds a B.A. in Economics from Harvard University and an M.B.A. from Harvard Business School . Upland’s Board has determined Mr. Chung is independent under Nasdaq listing standards, and he has been designated the “Series A Director” under the company’s preferred stock purchase agreement, a seat that is entitled to serve on each Board committee, subject to Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: The Board determined in April 2025 that Mr. Chung is independent under Nasdaq rules .
• Board composition: 6 directors, 4 independent; directors meet regularly without management present under the Lead Independent Director .
• Series A Director designation: Under the purchase agreement with Ulysses Aggregator, LP (an HGGC affiliate), the holders of Series A Preferred can elect one “Series A Director” entitled to serve on each committee; Mr. Chung has held this seat since August 23, 2022 (subject to Nasdaq rules) .
• Attendance: In 2024, each director attended 100% of Board and applicable committee meetings; the Board held 4 meetings .

Committee Assignments and Expertise

Director skills matrix: Mr. Chung is marked for Technical Industry Leadership, Active/Recent CEO leadership, Financial Literacy, and Audit Committee Financial Expert .

Fixed Compensation (Director)

Performance Compensation (Director)

• Standard policy (not applied in full for 2024): Continuing directors typically receive ~ $175,000 in RSUs annually (about 78,475 RSUs), but in 2024 the Board elected a lower award of 25,000 RSUs (~$55,750) to preserve shares given stock price levels .
• Unvested as of 12/31/2024: 12,500 RSUs for Mr. Chung .

Other Directorships & Interlocks

• Current public boards: Movella, Inc. (since 2023) .
• Prior public boards: Pathfinder Acquisition Corporation (2021–2023) .
• Compensation Committee interlocks: None; the compensation committee consisted of Messrs. Chung, Courter, and May with no relationships requiring disclosure and no interlocking directorates in 2024 .

Expertise & Qualifications

• 29 years of experience investing across private equity, public equity, and hybrid strategies; senior roles at HGGC, Blum Capital, Standard Pacific Capital, and KKR .
• Audit Committee Financial Expert designation by the Board .
• Education: B.A. in Economics (Harvard University); M.B.A. (Harvard Business School) .
• Skills matrix flags: Technical industry leadership, Active/Recent CEO leadership, financial literacy, audit financial expertise .

Equity Ownership

• Significant shareholder context: Entities affiliated with HGGC (Mr. Chung’s firm) beneficially control all 115,000 shares of Series A Preferred (100%), convertible into ~7.38 million common shares, for ~21.3% combined voting power as of the Record Date (via Ulysses Aggregator, LP and affiliates) .

Governance Assessment

• Board independence and coverage: Mr. Chung is Board-designated independent; he serves on all three standing committees and is deemed an Audit Committee Financial Expert, bolstering oversight depth across audit, compensation, and governance .

• Engagement: 100% attendance for Board and committee meetings in 2024 indicates strong engagement .

• Director pay mix and alignment: 2024 cash fees of $47,500 and reduced RSU grant ($55,750; 25,000 RSUs) reflect moderate board pay and share conservation in 2024; RSUs vest quarterly, aligning director incentives with long-term equity performance .

• Related-party transactions: The company reports no related-party transactions in 2024 requiring disclosure, following annual questionnaires and Audit Committee oversight per policy .

• Policies reducing risk: Prohibitions on hedging/pledging and required pre-clearance for trades apply to directors, supporting alignment and compliance .

• RED FLAGS / Watch items for investors:

  • Potential conflict perception: Mr. Chung is a Partner and Co-CIO at HGGC while entities affiliated with HGGC hold 100% of Series A Preferred with ~21.3% combined voting power; the purchase agreement grants the Series A Director (Mr. Chung) the right to serve on each Board committee (subject to Nasdaq rules). Although the Board deems him independent, investors may scrutinize independence optics given control rights and ownership concentration .
  • Committee breadth: As the Series A Director, Mr. Chung’s entitlement to sit on all committees is atypical and, while compliant with listing standards, may raise governance optics around checks-and-balances; mitigated by the Board’s independence determinations and presence of other independent directors/chairs on each committee .

• Counterpoints:

  • Independence affirmed under Nasdaq rules; no disclosed related-party transactions in 2024; Compensation Committee interlocks absent; and the Board conducts annual self-evaluations with third-party facilitation and regular independent director sessions .