David Bottoms
UPWORKAbout David Bottoms
David T. Bottoms is GM, Marketplace at Upwork, age 54, serving in this role since December 2022 and appointed as an executive officer in April 2024 . He holds a B.A. in English Literature from Denison University, with prior senior product leadership roles at Meta, Dropbox, and Yahoo . 2024 company performance metrics used to assess executives included revenue and adjusted EBITDA, with actual 2024 revenue of $769.3M and adjusted EBITDA of $167.6M, yielding a 128% weighted achievement for the bonus plan; marketplace execution under Bottoms delivered 13% YoY Marketplace revenue growth, launched Uma (Upwork’s AI), and raised Marketplace take rate to 18.0% vs 15.4% in 2023, contributing to his above-target bonus outcome .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Upwork | GM, Marketplace | Dec 2022–present | Led Marketplace monetization and AI initiatives; 13% YoY Marketplace revenue growth; pricing drove take rate up to 18.0% in 2024 |
| Upwork | VP II, Product Expansion & Innovation | Sep 2022–Dec 2022 | Product expansion groundwork preceding GM appointment |
| Meta Platforms | Director, Product Management | Nov 2020–Sep 2022 | Led product management in social media domain |
| Dropbox | Head of Product Management, Customer Growth | Jan 2019–Apr 2020 | Drove growth-focused product initiatives |
| Yahoo (Verizon Subsidiary) | VP II, Product Management | Jun 2017–Jun 2018 | Senior product leadership |
| Yahoo Inc. | VP, Global Product Management | Oct 2013–Jun 2017 | Global product strategy and management |
External Roles
No public company board roles are listed in Mr. Bottoms’ proxy biographies; biographies emphasize prior operating roles at Meta, Dropbox, and Yahoo .
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Target bonus ($) | Actual bonus ($) | All other comp ($) |
|---|---|---|---|---|---|
| 2024 | 445,088 | 60% | 267,053 | 374,643 | 5,606 |
Notes:
- Base salary rate increased Mar 1, 2024 to $448,305; the table shows actual salary earned in 2024 .
- Actual bonus reflected 128% weighted company performance, no GSV modifier impact, and a +9.6% individual performance adjustment .
Performance Compensation
2024 Annual Performance Bonus Plan – Metrics, Targets, and Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement/Payout |
|---|---|---|---|---|---|---|
| Revenue | 50% | $741.2M | $791.2M | $841.2M | $769.325M | 56% achievement |
| Adjusted EBITDA | 50% | $106.5M | $136.5M | $166.5M | $167.593M | 200% achievement (capped) |
| Weighted company performance | — | — | — | — | — | 128% weighted average |
| GSV modifier | N/A | $4.308B (105%) | $4.3494B (110%) | $4.3908B (120%) | $4.0081B | No impact |
| Individual performance adj. (Bottoms) | Up to ±20% | — | — | — | — | +9.6% |
| Actual bonus award (Bottoms) | — | — | — | — | — | $374,643 (84% of base) |
2024 Long-Term Incentives – RSUs and PSUs
| Award type | Grant date | Target shares | Max shares | Key vesting terms | Grant value ($) |
|---|---|---|---|---|---|
| RSUs | Mar 18, 2024 | 96,376 | — | Quarterly vesting: 1/16 each quarter after Mar 18, 2024, subject to service; acceleration per severance terms | $1,250,000 (RSU portion of $2.5M LTI) |
| PSUs | Mar 18, 2024 | 96,376 | 192,752 | Earned up to 50% in 2025 and up to 50% in 2026 based on Combined Financial Target Percentage (YoY revenue growth % + adjusted EBITDA margin); fully vest on certification dates if in service; specific annual targets not disclosed | $1,250,000 (PSU portion of $2.5M LTI) |
Program design notes:
- Non-CEO NEOs received 50% RSUs / 50% PSUs for balanced retention and performance alignment .
- PSU metrics: multi-year profitable growth focus (revenue growth % and adjusted EBITDA margin); capped at 200% achievement each year .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Mar 31, 2025) | 3,750 shares; less than 1% of 134,048,900 shares outstanding |
| Outstanding unvested RSUs (12/31/2024) | 78,306 shares; $1,280,303 market value at $16.35/share |
| Outstanding PSUs at target (12/31/2024) | 96,376 shares; $1,575,748 market/payout value at $16.35/share |
| 2024 shares vested | 68,989 shares vested; $863,095 value realized |
| Options | No options listed for Bottoms in outstanding awards table |
| Stock ownership guidelines | Other executive officers must hold 1× base salary; compliance assessed annually; as of Dec 31, 2024 NEOs were compliant or within the 5-year build period |
| Hedging/derivatives/short sales | Prohibited; pledging is prohibited unless pre-approved with clear capacity to repay without pledged securities |
| Rule 10b5-1 plans | Company policy requires compliance with SEC’s Dec 2022 amendments; executives may use pre-set trading plans |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment status | At-will; offer letters specify base, bonus eligibility, benefits; eligibility to enter severance agreements by role |
| Confidentiality & restrictive covenants | NEOs subject to confidentiality (in perpetuity), non-competition and non-solicitation during employment, and non-solicitation for 12 months post-termination (as permitted by law) |
| Severance – outside change in control | 0.5× base salary cash; 6 months medical; no equity acceleration for Bottoms |
| Severance – in change in control window | 1× base salary cash; pro-rated target bonus; 12 months medical; 100% acceleration of time-based equity and cash-based awards; performance-based awards excluded, with separate PSU treatment disclosed |
| 2024 PSU change-in-control treatment | Earned PSUs for transaction year = greater of forecast-based or target achievement; vest at closing; remaining 2024 PSUs convert to time-based RSUs vesting quarterly over future periods and then accelerate under severance agreement |
| Tax gross-ups | No excise tax gross-ups for executive officers |
| Clawback policy | Mandatory recoupment for restatements (3-year lookback); discretionary recoupment up to 100% of incentive and other awards if fraud/intentional misconduct materially contributed; covers executive officers and certain PSU recipients |
| Equity grant timing | Grants not timed to MNPIs; annual awards typically in March post-year results; share counts based on 30-day average price; no options granted to NEOs in 2024 |
Investment Implications
- Compensation alignment and performance: Bottoms’ 2024 bonus paid at 84% of base, above 60% target, driven by strong adjusted EBITDA performance and a +9.6% individual adjustment—consistent with pay-for-performance design emphasizing profitability and marketplace execution .
- Retention/overhang: Quarterly RSU vesting (1/16 schedule) creates steady vesting supply; PSUs add multi-year performance lock-in (2025–2026), reducing near-term selling pressure; outside CIC severance is modest (0.5× salary), while double-trigger CIC terms offer full time-based equity acceleration .
- Alignment and governance: Low absolute beneficial ownership (3,750 shares) is offset by meaningful unvested equity exposure; hedging/shorting prohibited and pledging restricted, and stock ownership guidelines require at least 1× salary for executives, with compliance tracked annually .
- Execution signals: Documented achievements—13% Marketplace revenue growth, Uma AI launch, and pricing-led take rate expansion to 18.0%—support the positive individual performance adjustment and suggest continued focus on profitable growth consistent with PSU metrics (revenue growth % + adjusted EBITDA margin) .