Dana Evan
UPWORKAbout Dana L. Evan
Independent director nominee (age 65) with deep finance, audit, and governance expertise; former founding CFO of VeriSign (1996–2007) and venture partner at Icon Ventures (2013–2020). If elected at the June 5, 2025 annual meeting, she will join as Audit, Risk and Compliance Committee chair; the board has determined she is independent and an “audit committee financial expert.” Education: B.S. in Commerce (Santa Clara University); C.P.A. (inactive). Recognized by NACD as 2019 Director of the Year.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VeriSign, Inc. (Nasdaq: VRSN) | Founding Chief Financial Officer | 1996–2007 | Instrumental in scaling company from venture-backed startup to leading critical internet infrastructure provider |
| Icon Ventures | Venture Partner | 2013–2020 | Early-stage technology investing; strategic planning and transformation experience |
External Roles
| Company | Type | Role | Tenure/Status |
|---|---|---|---|
| Box, Inc. (NYSE: BOX) | Public | Director | Since 2011 (current) |
| Nextdoor Holdings, Inc. (NYSE: KIND) | Public | Director | Since 2023 (current) |
| Farfetch Limited (NYSE: FTCH) | Public | Director | 2015–2023 (prior) |
| Momentive Global Inc. (Nasdaq: MNTV) | Public | Director | 2012–2023 (prior) |
| Domo, Inc. (Nasdaq: DOMO) | Public | Director | 2018–2023 (prior) |
| Proofpoint, Inc. (Nasdaq: PFPT) | Public | Director | 2008–2021 (prior) |
| Criteo S.A. (Nasdaq: CRTO) | Public | Director | 2013–2017 (prior) |
| Everyday Health, Inc. (NYSE: EVDY) | Public | Director | 2009–2016 (prior) |
| Fusion-io, Inc. (NYSE: FIO) | Public | Director | 2011–2014 (prior) |
| Omniture, Inc. (Nasdaq: OMTR) | Public | Director | 2006–2009 (prior) |
Board Governance
- Independence: The board determined Ms. Evan is independent under Nasdaq and SEC rules. If elected, she will chair the Audit, Risk and Compliance Committee and is designated an “audit committee financial expert.”
- Committee assignment: Audit, Risk and Compliance Committee Chair effective immediately following the 2025 Annual Meeting, if elected.
- Board structure: Independent chairperson model; seven of eight current directors independent.
- Board/committee meetings (2024): Board 7; Audit 6; Compensation 6; Nominating & Governance 2. Each director attended at least 75% of applicable meetings. (Ms. Evan was not yet on the board in 2024.)
- Engagement: Directors participate in year-round shareholder engagement; Fall 2024 outreach covered ~49% of outstanding shares.
Fixed Compensation
| Element | Value/Terms | Vesting/Payment | Notes |
|---|---|---|---|
| Initial RSU Award (upon first joining board) | $400,000 | Vests over 3 years, 1/3 annually | Grants on appointment/election; accelerates upon Corporate Transaction |
| Annual Award (elect cash or RSUs) | $185,000 | Cash: paid when vests; RSUs: vest fully by next annual meeting or 1 year | Granted at each annual meeting (pro-rated if initially mid-cycle); accelerates upon Corporate Transaction |
| General Board Service Fee (elect cash or RSUs) | $55,000 per year | Cash: paid quarterly; RSUs: vest quarterly | Pro-rated for partial quarters |
| Audit Committee Chair Fee | $35,000 per year | Cash, paid quarterly | Chair fee substitutes for member fee |
| Audit Committee Member Fee | $17,500 per year | Cash, paid quarterly | — |
| Compensation Committee Chair/Member | $15,000 / $7,500 per year | Cash, paid quarterly | — |
| Nominating & Governance Chair/Member | $8,500 / $4,300 per year | Cash, paid quarterly | — |
| Annual director pay cap | $1,000,000 | Calendar-year cap on cash+equity | Under the 2018 Equity Incentive Plan |
- Change-in-control terms: Annual Award, Fee RSUs, and Initial Award accelerate in full immediately prior to a Corporate Transaction.
Performance Compensation
- Directors do not receive performance bonuses or PSUs; the non-employee director program consists of cash retainers and time-based RSUs only.
Other Directorships & Interlocks
- Current public boards: Box, Inc. and Nextdoor Holdings, Inc.
- Internal interlock among UPWK directors: Ms. Evan (2008–2021) and UPWK director Kevin Harvey (2002–2021) both previously served on Proofpoint’s board.
- No UPWK Item 404 related-party transactions involving Ms. Evan disclosed for 2024–2025; only standard director/officer indemnification agreements are noted.
Expertise & Qualifications
- Audit and financial expertise: Former founding CFO of VeriSign; designated “audit committee financial expert.”
- Strategic/operating experience: 25+ years finance/operations leadership and venture investing across technology and media.
- Governance recognition: NACD Director of the Year (2019).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Dana L. Evan | — | — | March 31, 2025 |
- Stock ownership guidelines for directors: 3x annual board cash retainer (excludes chair/committee retainers); expected to meet within five years; 50% net-share retention until compliant. As of Dec 31, 2024, all non-employee directors were compliant or within the five-year build period.
Governance Assessment
- Positives for investor confidence: Independent status; slated Audit Committee chair with “financial expert” designation strengthens financial reporting and risk oversight. Networked operator/investor background; multi-board experience enhances oversight breadth.
- Alignment and incentives: While she reported no UPWK share ownership as of March 31, 2025, the initial RSU grant and annual equity election option plus 3x-retainer ownership guideline promote future alignment.
- Conflicts/related-party: No related-party transactions disclosed involving Ms. Evan; related-party reviews are overseen by the Audit Committee per policy.
- Watch items: If elected, concurrent service on three public boards (Box, Nextdoor, and Upwork) suggests a meaningful time commitment—monitor UPWK attendance and engagement in the first year of service.
Overall, Ms. Evan’s appointment as Audit Committee chair, combined with her VeriSign CFO background and extensive board experience, signals strong audit and risk oversight; equity-based director pay design and ownership guidelines support alignment, with no conflicts disclosed.