Anilu Vazquez-Ubarri
UPWORKAbout Anilu Vazquez-Ubarri
Anilu Vazquez-Ubarri, age 48, has served as an independent director of Upwork since 2020. She is Chief Operating Officer at TPG Inc., previously Partner (since 2019) and Chief Human Resources Officer (2018–2023), with earlier leadership roles at Goldman Sachs; she holds an A.B. from Princeton and a J.D. from Fordham Law . The board has affirmed her independence under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Inc. | Chief Operating Officer | Since 2023 | Oversight of global operations; integral to firm milestones including 2022 IPO and 2023 Angelo Gordon acquisition |
| TPG Inc. | Partner | Since 2019 | Senior leadership, talent strategy, culture |
| TPG Inc. | Chief Human Resources Officer | 2018–2023 | Institutionalized inclusivity, leadership development, supported growth initiatives |
| Goldman Sachs | MD, Chief Diversity Officer & Global Head of Talent/Development | 2007–2018 | Global talent strategy, diversity leadership |
| Shearman & Sterling | Associate, Executive Compensation & Employee Benefits | Prior to 2007 | Compensation and benefits advisory |
| Accenture | Analyst, Strategy | Prior to legal roles | Strategy analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TPG Inc. (Nasdaq: TPG) | Director | Since 2021 | Public company directorship |
| TPG Pace Beneficial II Corp. (NYSE: YTPG) | Director | 2021 | Prior SPAC board |
| Greenhouse Software, Inc. | Director | Current | Private HR software company |
| Charter School Growth Fund | Director | Current | Nonprofit board |
| Vera Institute | Director | Current | Nonprofit; criminal justice reform |
Board Governance
- Independence: Upwork’s board determined Vazquez-Ubarri is independent; seven of eight current directors are independent; all committee members meet Nasdaq/SEC independence requirements .
- Committees: Member, Compensation Committee (chair: Gary Steele). 2024 compensation committee members were Steele, Gretsch, and Vazquez‑Ubarri; no Item 404 relationships or interlocks disclosed .
- Attendance: In 2024, each director attended at least 75% of aggregate board and committee meetings; Board held 7 meetings; Compensation Committee held 6; Audit 6; Nominating & Governance 2; all directors attended the 2024 annual meeting .
- Leadership/Practices: Independent chair structure; majority voting in uncontested elections; proxy access; clawback policy for executives; board/committee annual self-evaluations; stock ownership guidelines .
Fixed Compensation
| Component | Amount/Form | Vesting/Payment | Notes |
|---|---|---|---|
| Annual Award | $185,000 cash or RSUs | 1-year vest (or cash paid) | Granted at annual meeting; accelerates on Corporate Transaction |
| General Board Service Fee | $55,000 cash or RSUs | Quarterly (RSUs vest quarterly; cash paid quarterly in arrears) | Director election each year for form |
| Compensation Committee Member Fee | $7,500 cash | Quarterly in arrears | Chairs receive $15,000 instead of member fee |
| Audit Committee Chair/Member | $35,000 / $17,500 cash | Quarterly in arrears | N/A to Vazquez-Ubarri in 2024 |
| Nominating & Governance Chair/Member | $8,500 / $4,300 cash | Quarterly in arrears | N/A to Vazquez-Ubarri in 2024 |
| Initial Director RSU Award | $400,000 RSUs | 3-year annual vesting | Granted upon initial appointment/election |
| FY 2024 Director Compensation | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Anilu Vazquez-Ubarri | 62,500 | 174,725 | 237,225 |
- 2024 unvested RSUs at year-end: 16,299 (Annual Award) .
Performance Compensation
| Component | Performance Metric | Vesting | Notes |
|---|---|---|---|
| Director RSUs (Annual Award) | None (service-based) | Full vest within 1 year | Equity aligns with shareholders; not performance-conditioned |
| Director RSUs (Initial Award) | None (service-based) | 1/3 annually over 3 years | Granted at onboarding |
| Options/PSUs | Not part of director program | — | No option or PSU program for directors (legacy options exist for other directors, not for Vazquez-Ubarri) |
Other Directorships & Interlocks
| Company | Relationship to Upwork | Potential Interlock/Conflict | Disclosure Status |
|---|---|---|---|
| TPG Inc. | None disclosed | As COO/Director of TPG, potential exposure if TPG invests in Upwork competitors/customers; no related-party transactions disclosed | No Item 404 transactions; committee interlocks none |
| Greenhouse Software | Vendor ecosystem exposure | HR software; no Upwork RPTs disclosed | RPT policy overseen by Audit Committee; none disclosed |
| Charter School Growth Fund; Vera Institute | None | Nonprofit roles | N/A |
Expertise & Qualifications
- Human capital management, international business, strategic planning/transformations; executive leadership across finance/talent functions .
- Upwork skills matrix identifies her capabilities in Technology & Innovation, Strategic Planning, Go-to-Market, Human Capital, Executive Leadership, International Business, Risk/Compliance, Other Public Company Board Service, and Corporate Sustainability/Impact .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 56,299 |
| Ownership as % of outstanding | <1% (based on 134,048,900 shares) |
| Unvested RSUs (12/31/2024) | 16,299 |
| Stock ownership guideline (non-employee directors) | 3x annual cash retainer (excludes chair/lead fees) |
| Compliance status (as of 12/31/2024) | All NEOs and non-employee directors either compliant or within 5-year window; Vazquez-Ubarri appointed in 2020, within window |
Governance Assessment
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Strengths
- Independence affirmed; serves on key Compensation Committee with no interlocks or related-party relationships requiring disclosure, supporting objective oversight of pay .
- Solid engagement/attendance standards; board met 7 times in 2024 with committees active; all directors attended the 2024 annual meeting .
- Compensation mix emphasizes equity alignment (service-vesting RSUs), with modest cash fees; 2024 realized mix: $62.5k cash vs $174.7k equity .
- Ownership alignment reinforced by stock ownership guidelines (3x retainer) and retention requirements until compliant .
-
Watch items
- Dual-role time demands at TPG (COO, Partner, and Director) may pose capacity/attention risks; however, no Upwork related-party transactions or conflicts disclosed and independence affirmed .
- No performance-conditioned equity for directors (service-based only); alignment relies on share value rather than performance metrics—common market practice but limits pay-for-performance signals .
-
Shareholder sentiment context
- 2024 say-on-pay passed (87,153,759 for; 5,853,964 against; 66,922 abstain; 11,980,976 broker non-votes), supporting executive pay oversight environment in which she participates .
Insider Trades
- Section 16 Form 4 transactions are not disclosed within the proxy; no insider trading or pledging disclosures specific to Vazquez-Ubarri were identified in the proxy. Upwork maintains an Insider Trading Policy applicable to directors .