Timothy W. Mattox
Upland SoftwareAbout Timothy W. Mattox
Independent director status: not currently considered independent due to prior consulting compensation through December 31, 2023; appointed to the Board in January 2024; age 59 as of the 2025 annual meeting . Former President & COO of Upland (2014–2021) and Strategic Advisor (2021–2023); prior roles at Dell (VP Corporate Strategy; VP Worldwide Enterprise Product Management), Bain & Company (Manager), and Oracle (Senior Product Line Manager). Holds B.S. and M.S. in EECS from MIT and an MBA from Stanford GSB; has led businesses ranging from $25 million to $10 billion in revenue .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Upland Software | President & Chief Operating Officer | Jul 2014 – Mar 2021 | Operational leadership and prior executive experience with Company |
| Upland Software | Strategic Advisor | Mar 2021 – Dec 31, 2023 | Advisory capacity; compensation ended Dec 31, 2023 |
| Dell Inc. | VP Corporate Strategy; VP Worldwide Enterprise Product Management | 1998 – 2013 | Strategy and enterprise product management |
| Bain & Company | Manager | 1994 – 1998 | Strategy consulting |
| Oracle Corporation | Senior Product Line Manager | 1989 – 1992 | Product leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | No other public company directorships disclosed | — | Proxy biography lists director positions held in last five years; none disclosed for Mattox |
Board Governance
| Attribute | Detail |
|---|---|
| Board Class and Term | Class II director; term expired at 2025 Annual Meeting; nominated for re-election to serve until 2028 |
| Director Since | January 2024 |
| Independence Status | Not independent due to prior consulting compensation with Upland (ended Dec 31, 2023) |
| Committee Assignments | None; Mattox does not serve on Audit, Compensation, or Nominating & Governance committees |
| Board Attendance | Board met 4 times in 2024; all directors attended 100% of Board and applicable committee meetings |
| Executive Sessions | Board leadership includes Lead Independent Director; directors regularly meet without management present |
| Lead Independent Director | David D. May; presides over independent director sessions |
Fixed Compensation
| Year | Cash Fees (Board Retainer) ($) | Committee Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 30,000 | — | — | 30,000 |
Policy reference: Standard annual retainer for non‑employee directors $30,000; committee chair/member fees per committee (Audit chair $20,000/member $10,000; Compensation chair $12,000/member $5,000; Nominating chair $7,500/member $2,500) .
Performance Compensation
| Grant Type | Grant Date | Shares/Units (#) | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Initial RSU grant (upon joining Board) | 2024 (joined Jan) | 27,687 | Included in 2024 RSU total $169,267 | RSUs vest in equal quarterly installments; vesting commencement is generally the 16th of the month of grant (or following month) |
| Annual RSU grant (reduced for 2024) | Nov 4, 2024 | 25,000 | 55,750 | RSUs vest in equal quarterly installments starting ~3 months after vesting commencement date |
| Options | — | — | — | No option awards in 2024; none outstanding for Mattox |
2024 director equity was reduced for all continuing non‑employee directors to 25,000 RSUs (~$55,750) to preserve shares under the 2024 Plan versus standard ~$175,000 annual equity . Number of shares calculated from 30‑day average closing price methodology .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Mattox |
| Prior public boards (last 5 years) | None disclosed for Mattox |
| Committee interlocks | Compensation Committee comprised of Chung, Courter, May; no interlocks or insider participation disclosed; Mattox is not a member |
Expertise & Qualifications
| Qualification Area | Status |
|---|---|
| Technical Industry Leadership | Yes (matrix indicates leadership/technical industry experience) |
| Financial Literacy | Yes (matrix indicates financial literacy; not designated audit committee financial expert) |
| Active/Recent CEO | Not indicated (matrix shows not active/recent CEO) |
| Academic Leadership | Not indicated |
Additional credentials: MIT B.S./M.S. (EECS), Stanford MBA; software, hardware, cloud; leadership of $25M–$10B revenue businesses .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Unvested RSUs (#) | RSUs Vested within 60 Days (#) | Options (Exercisable/Unexercisable) (#) | Pledged/Hedged |
|---|---|---|---|---|---|---|
| Timothy W. Mattox | 387,758 | 1.4% | 12,500 (as of Dec 31, 2024) | 6,250 (issuable within 60 days) | 0 / 0 | Company policy prohibits hedging and pledging by directors |
Shares outstanding: 28,484,279 as of April 14, 2025 (context for percentage) .
Governance Assessment
- Independence risk and potential conflicts: Mattox is not currently independent because he received consulting compensation prior to joining the Board (ended Dec 31, 2023). This longstanding management and advisory relationship may raise perceived alignment risks, though the Company reports no related‑party transactions >$120,000 since Jan 1, 2024 .
- Committee effectiveness: He does not serve on any standing Board committees (Audit, Compensation, Nominating), limiting direct involvement in oversight areas that typically drive governance impact .
- Attendance and engagement: Board attendance is strong (100% for all directors in 2024), and the Board maintains regular independent executive sessions led by the Lead Independent Director—positive engagement signal .
- Compensation alignment: Director pay is equity‑heavy (2024 cash $30,000 vs RSUs $169,267), supporting “skin‑in‑the‑game.” The Board voluntarily reduced 2024 annual RSU awards to preserve plan shares, indicating prudence. Mattox holds 387,758 shares (1.4%), further strengthening alignment, with hedging/pledging prohibited by policy .
- RED FLAGS:
- Not independent due to prior consulting compensation (until Dec 31, 2023) .
- No committee assignments, which may limit oversight contributions .
Overall implication: Strong ownership alignment and attendance, but independence and lack of committee roles temper governance influence; continued monitoring of independence status, committee assignment changes, and any related‑party exposure is warranted .