Glenn Kelman
UPWORKAbout Glenn Kelman
Glenn Kelman (age 54) was appointed by Upwork’s board to serve as an independent Class III director effective as of the June 5, 2025 annual meeting; his term runs until the 2027 annual meeting unless earlier departure events occur . Kelman is the longtime CEO of Redfin Corporation and co‑founded Plumtree Software; he holds a B.A. in English from the University of California, Berkeley, and was determined by Upwork’s board to be independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redfin Corporation (Nasdaq: RDFN) | Chief Executive Officer | Since 2005 | Led Redfin through multiple transactions, including its pending $2.4B sale to Rocket Companies |
| Plumtree Software | VP, Marketing & Product Management; Co‑founder | Not disclosed | Led engineering, marketing, product, and business development functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Redfin Corporation (Nasdaq: RDFN) | Director | Since 2006 | Current public company directorship |
| Ridwell, Inc. | Director | Not disclosed | Private company board role |
Board Governance
- Committee assignments: Appointed a member of Upwork’s Compensation Committee effective immediately following the June 5, 2025 annual meeting .
- Independence: Board determined Kelman is independent under Nasdaq and SEC standards .
- Class/term: Class III director; term to expire at the 2027 annual meeting .
- Attendance context: In 2024 (prior to Kelman’s appointment), the board met 7 times and each director met or exceeded 75% attendance; independent directors also hold regular executive sessions .
Fixed Compensation
| Component | Amount/Structure | Vesting/Payment | Change-in-Control (CIC) Treatment |
|---|---|---|---|
| Initial Director RSU Award | $400,000 RSU value upon initial appointment | Vests over 3 years, 1/3 annually on grant anniversaries | Accelerates in full immediately prior to a Corporate Transaction under the 2018 Plan |
| Annual Award | Director may elect either $185,000 cash or RSUs of equal value (30‑day avg price basis) | Cash paid or RSUs vest in full by next annual meeting or 1 year from grant, whichever earlier | Accelerates in full immediately prior to a Corporate Transaction |
| General Board Service Fee | $55,000 (elect cash or RSUs) | Cash paid quarterly in arrears; if RSUs elected, vests/settles quarterly | Accelerates in full immediately prior to a Corporate Transaction |
| Compensation Committee Member Fee | $7,500 (cash only) per year | Paid quarterly in arrears; pro‑rated for partial service | Not specifically accelerated (cash fee) |
Notes: Kelman will be compensated under Upwork’s amended and restated non‑employee director program upon joining as of the annual meeting date .
Performance Compensation
| Element | Metrics | Notes |
|---|---|---|
| Director equity awards (RSUs) | None (service‑based only) | Annual Award RSUs vest on service; Initial Award RSUs vest time‑based; both accelerate prior to CIC as noted |
Other Directorships & Interlocks
- Current public board: Redfin Corporation (director since 2006) .
- Management role: CEO of Redfin since 2005; the proxy notes Redfin’s pending $2.4B sale to Rocket Companies, which may be relevant to time commitments to monitor (no related‑party ties to Upwork disclosed) .
Expertise & Qualifications
- Executive leadership: Nearly two decades as CEO of a public technology‑enabled marketplace (Redfin); prior founder/operator experience at Plumtree Software .
- Technology and innovation: ~30 years creating and leading technology/software businesses .
- Strategic planning and transformation: Led Redfin through multiple transactions including its pending sale to Rocket Companies .
Equity Ownership
- Beneficial ownership: Upwork’s Security Ownership table as of March 31, 2025 did not include Kelman (not yet a director as of that date and not a nominee for election), so no Upwork beneficial ownership was reported for him in the latest proxy table .
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 3x the annual cash retainer within five years; compliance monitored annually .
- Hedging/pledging: Hedging and short sales are prohibited; pledging is prohibited absent pre‑approval and only if the pledgor can repay without resorting to pledged securities .
- Indemnification: Kelman entered Upwork’s standard indemnity agreement upon appointment ; Upwork maintains indemnification and D&O protections as described in its governance documents .
Related-Party/Conflicts
- Item 404 related‑party transactions: None—Upwork disclosed that Kelman has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S‑K; he was selected without any arrangements/understandings with other persons .
- Related‑party policy & oversight: Upwork’s Audit, Risk and Compliance Committee (or Nominating & Governance when applicable) reviews related person transactions under a written policy to minimize conflicts and ensure appropriate disclosure .
Say‑on‑Pay & Shareholder Signals
| Proposal (June 5, 2025) | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation | 98,895,616 | 6,724,747 | 23,100 | 8,073,655 |
Additional engagement context: In fall 2024, Upwork contacted ~54% and engaged ~49% of outstanding shares in off‑season outreach with director participation for ~49% of outstanding shares .
Governance Assessment
-
Strengths
- Independent director with deep operating experience scaling a technology marketplace; adds CEO perspective to Compensation Committee .
- No Item 404 related‑party transactions; independence confirmed by the board, supporting investor confidence on conflicts oversight .
- Director compensation structure offers optional equity election and clear CIC treatment; stock ownership guidelines and anti‑hedging/pledging policy strengthen alignment .
-
Watch items
- Kelman remains CEO of Redfin during a pending $2.4B sale to Rocket Companies; monitor time‑commitment/attendance and Compensation Committee workload in the next proxy cycle (no issues disclosed to date) .
- Director equity awards accelerate upon a Corporate Transaction, which is common but can be perceived as a modest M&A alignment risk; balance against guidelines and overall pay mix .
-
Signals
- 2025 Say‑on‑Pay passed with strong support (approximately 99M “For” vs 6.7M “Against”), indicating generally favorable investor sentiment toward compensation governance at present .
All information above is sourced from Upwork’s 2025 DEF 14A and June 5, 2025 8‑K filings.