Teresa Miles Walsh
Upland SoftwareAbout Teresa Miles Walsh
Teresa Miles Walsh (age 61) has served as an independent director of Upland Software since March 2020. She is the founder and CEO of Access Media Advisory Limited (UK, since 2003) and Access Media Advisory LLC (US, since 2008), is a limited partner and registered representative of Pickwick Capital Partners (FINRA broker-dealer), and previously held senior investment banking roles at Merrill Lynch (1989–2002). She holds a B.A. in Economics (Magna Cum Laude) from Duke University and an MBA (with distinction) from Duke’s Fuqua School of Business, and is designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch | Vice Chair & Managing Director, European TMT; Head, European Media Investment Banking; other IB roles | 1989–2002 | Led European Media investment banking coverage; senior transactional leadership in media, utilities, structured finance |
| Forest Road Acquisition Corp (NYSE: FRX.U) | Independent Director; Audit Committee Chair | Nov 2020 – Jun 2021 | Chaired audit committee at a public SPAC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Access Media Advisory Limited (UK) | Founder & CEO | 2003–present | Media-focused corporate advisory boutique |
| Access Media Advisory LLC (US) | Founder & CEO | 2008–present | U.S. advisory operations |
| Pickwick Capital Partners, LLC | Limited Partner & Registered Representative | Current | FINRA-regulated broker-dealer affiliation |
Board Governance
- Independence and expertise: The Board determined Ms. Walsh is independent under Nasdaq rules and SEC standards and qualifies as an “audit committee financial expert.”
- Committee assignments and 2024 meeting cadence: She is Chair of the Nominating & Governance Committee and a member of the Audit Committee; she does not serve on the Compensation Committee.
| Committee | Role | 2024 Meetings | Composition Detail |
|---|---|---|---|
| Audit Committee | Member | 6 | Members: Chung, Courter (Chair), May, Walsh; all independent; all designated financial experts |
| Compensation Committee | — | 5 | Members (not including Walsh): May (Chair), Chung, Courter |
| Nominating & Governance Committee | Chair | 4 | Members: Walsh (Chair), Chung, May |
- Attendance and engagement: The Board met 4 times in 2024, and each director attended 100% of Board and committee meetings during their period of service; all directors attended the 2024 annual meeting.
- Board structure context: CEO also serves as Chair; a Lead Independent Director (David May) oversees independent director sessions; the Series A Preferred holder’s designee (David Chung) is entitled to serve on each committee.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $30,000 | Standard non-employee director policy |
| Audit Committee member fee | $10,000 | Annual cash fee |
| Nominating & Governance Committee chair fee | $7,500 | Annual cash fee |
| Total cash paid (2024) | $47,500 | Reported for Walsh in 2024 Director Compensation table |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Number of RSUs | Grant-Date Fair Value ($) | Vesting Schedule | Performance Condition |
|---|---|---|---|---|---|
| Annual RSU award (2024) | Nov 4, 2024 | 25,000 | 55,750 | Time-based; annual awards vest in equal quarterly installments beginning ~3 months after the vesting commencement date under plan policy | None (time-based RSUs; no performance metrics) |
- 2024 equity policy note: To preserve shares under the 2024 Plan, the Board elected to take a lower annual RSU award in 2024 (25,000 RSUs ≈ $55,750) vs. the standard ~ $175,000 value (which would have equated to ~78,475 RSUs).
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Role |
|---|---|---|---|
| Forest Road Acquisition Corp | NYSE: FRX.U | Independent Director | Audit Committee Chair |
- Interlocks/conflicts: The proxy discloses no Compensation Committee interlocks and no relationships requiring disclosure under Item 404 for Compensation Committee members (Walsh is not on this committee).
Expertise & Qualifications
- Financial literacy and audit oversight; designated as “audit committee financial expert.”
- Extensive M&A and capital markets experience in media and TMT sectors from Merrill Lynch and advisory roles.
- International business and strategic advisory leadership as founder/CEO of advisory firms.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Unvested RSUs (12/31/2024) | Unvested RSUs (Record Date 4/14/2025) | Notes |
|---|---|---|---|---|---|
| Teresa Miles Walsh | 113,240 | <1% | 12,500 | 6,250 | Footnote indicates amounts exclude unvested RSUs; percentage “*” denotes less than 1% |
- Hedging/pledging/derivatives: Company policy prohibits directors from short sales, hedging, options, margin accounts, or pledging of company securities.
Governance Assessment
- Strengths: Independent director with audit financial expert designation; chairs Nominating & Governance; 100% attendance; active Audit Committee participant; no related-party transactions reported; prohibition on director hedging/pledging supports alignment.
- Alignment: Holds 113,240 shares; 2024 RSU awards are time-based and vest quarterly, promoting ongoing service alignment; Board chose reduced RSU value in 2024 to conserve share pool.
- Potential watch items: Walsh’s affiliation with a broker-dealer (Pickwick) is disclosed; however, the company reports no related-party transactions since Jan 1, 2024, and Audit Committee oversight includes related-party approvals; independence affirmed by Board.
- Board structure context: Combined CEO/Chair offset by a Lead Independent Director and robust committee structure; Series A designee sits on all committees, which is a structural feature to monitor for balance of influence.
Related Party & Conflicts Screening
| Category | Disclosure |
|---|---|
| Related-party transactions (≥$120k) since 1/1/2024 | None; policies require Audit Committee approval for any such transactions |
| Independence status | Independent director under Nasdaq/SEC standards |
| Audit Committee responsibilities | Includes reviewing and approving related-party transactions and cybersecurity oversight |
Attendance Summary (2024)
| Body | Meetings Held | Walsh Attendance |
|---|---|---|
| Board of Directors | 4 | 100% (all directors) |
| Audit Committee | 6 | 100% (all directors met 100% of board and committee meetings) |
| Nominating & Governance Committee | 4 | 100% (all directors met 100% of board and committee meetings) |
Director Compensation Policy Snapshot
| Item | Policy |
|---|---|
| Annual cash retainer | $30,000 |
| Committee chair/member fees | Audit: Chair $20,000 / Member $10,000; Compensation: Chair $12,000 / Member $5,000; Nominating & Governance: Chair $7,500 / Member $2,500 |
| Annual equity (continuing directors) | RSUs ≈ $175,000 value, vesting quarterly; 2024 reduced to 25,000 RSUs to preserve shares |
| Trading/hedging/pledging | Prohibited for directors under Insider Trading Policy |
Compensation Structure Context (Company-level, for governance benchmarking)
| Topic | Disclosure |
|---|---|
| Independent comp consultant | Korn Ferry (since Aug 1, 2024); NFP earlier in 2024; no conflicts of interest identified |
| Peer group (2024) | BIGC, CRNC, CCSI, EGIO, KLTR, LPSN, MITK, MODN, ONTF, PRCH, RMNI, SNCR, YEXT |
Note: Peer group supports executive pay benchmarking and committee oversight; director pay follows a standardized retainer/committee/equity structure separate from NEO programs.
Signals for Investors
- Positive governance signals: Independent status with audit financial expert designation; chair of N&G; perfect attendance; explicit prohibition of director hedging/pledging; no related-party transactions; reduced 2024 director equity to preserve plan shares.
- Monitoring items: Broker-dealer affiliation (disclosed, no related-party transactions); combined CEO/Chair counterbalanced by Lead Independent Director and committee oversight; Series A designee’s committee participation is structurally significant.