Hayden Brown
UPWORKAbout Hayden Brown
Hayden Brown, 43, is President and CEO of Upwork and a Class III director since 2019; she became CEO in 2020 and holds an A.B. in Politics from Princeton University . Upwork’s 2024 performance under her leadership included revenue of $769.3M, net income of $215.6M (28% profit margin), adjusted EBITDA of $167.6M (22% margin), GSV of $4.0B, cash from operations of $153.6M, and free cash flow of $139.1M; the take rate rose to 19.2% . The company highlighted multi-year transformation with AI initiatives (Uma) and the Objective AI acquisition to enhance search and matching, aligning product innovation with profitable growth . Pay-versus-performance shows an initial $100 investment in Upwork grew to $153 in 2024 while the Nasdaq 100 Technology index equivalent was $188; adjusted EBITDA reached $167,593K and net income $215,586K in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Upwork Inc. | President & CEO | Since 2020 | Oversaw transformation to profitability; total revenue more than doubled during her tenure; launched Uma (Mindful AI) . |
| Upwork Inc. | Chief Marketing & Product Officer | 2019 | Expanded product portfolio; foundation for AI-powered enhancements . |
| Upwork Inc. | SVP, Product & Design | 2016–2019 | Led platform development; product strategy . |
| Upwork Inc. (oDesk) | VP, Head of Product; product leadership roles | 2011–2016 | Drove product evolution pre- and post-merger . |
| LivePerson, Inc. | VP, Corporate Development | Not disclosed | Corporate development experience . |
| Microsoft Corporation | Director, Corporate Strategy & M&A; Senior Strategy Manager | Not disclosed | Strategy and M&A experience . |
| McKinsey & Company | Senior Business Analyst | Not disclosed | Analytical and strategic foundations . |
External Roles
- None disclosed for public company boards or committee roles outside Upwork .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $570,000 | $595,000 |
| Stock Awards ($) | $7,455,075 | $8,594,663 | $8,554,496 |
| Non-Equity Incentive Plan Compensation ($) | $462,000 | $307,800 | $761,600 |
| All Other Compensation ($) | $7,652 | $35,678 | $20,813 |
| Total ($) | $8,474,727 | $9,508,141 | $9,931,909 |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Achievement/Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Bonus | Revenue | 50% | $791.2M | $769.325M | 56% metric achievement | N/A (cash) |
| 2024 Annual Bonus | Adjusted EBITDA | 50% | $136.5M | $167.593M | 200% metric achievement | N/A (cash) |
| 2024 Annual Bonus | GSV Modifier | Up to +20% | $4.308B threshold | $4.008B | No impact | N/A (cash) |
| 2024 Annual Bonus | Company Weighted Avg | 100% | N/A | N/A | 128% weighted achievement; CEO payout $761,600 (128% of salary) | Paid in cash |
| 2024 PSUs (Grant 3/18/24) | Combined Financial Target Percentage = (Revenue Growth % + Adjusted EBITDA Margin) | N/A | Multi-year targets (not disclosed) | N/A (2025–2026) | Earn up to 50% of max each of 2025 & 2026 (0–200% achievement cap per year) | Earned tranches vest upon certification in early 2026 and early 2027 |
| 2024 Equity Grants | Grant Date | Shares | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs | 03/18/2024 | 283,731 | $3,421,796 |
| PSUs (Target) | 03/18/2024 | 425,597 | $5,132,700 |
| PSUs (Maximum) | 03/18/2024 | 851,195 | N/A |
- RSUs vest 1/16 quarterly over 4 years from 3/18/2024, subject to continued service .
- PSUs measure performance in 2025 and 2026; earned PSUs vest upon certification; first certification in early 2026 .
CEO 2021 Performance Option Award
| Feature | Details |
|---|---|
| Grant | Option for up to 1,500,000 shares at $38.80 exercise price (1/18/2021) |
| Performance Vesting | 90-day VWAP hurdles: $60→100k; $70→200k; $80→300k; $90→400k; $100→500k shares |
| Service Vesting | Four-year service requirement on any earned portion |
| Status | As of 12/31/2024, none vested/earned |
| Expiration/Termination | Unmet shares expire at the final measurement date (90th day after 5-year window), change in control, or end of CEO service (with stated conditions); option expires 01/17/2031 |
Equity Ownership & Alignment
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficial Ownership (shares) | 1,030,782 | 1,269,331 | 1,465,731 | 1,467,634 |
| % of Shares Outstanding | <1% | <1% | 1.1% | 1.1% |
- 2025 breakdown: 1,223,741 direct shares; 193,510 options exercisable within 60 days; 50,383 RSUs vesting within 60 days .
- Stock ownership guidelines: CEO must hold 5x base salary; executives 1x; directors 3x retainer; compliance evaluated annually; as of 12/31/2024, NEOs and non-employee directors were compliant or within the five-year window .
- Hedging/derivatives/short selling prohibited; pledging only with pre-approval and demonstrated capacity to repay; Rule 10b5-1 plans permitted under updated policy .
Employment Terms
| Scenario | Cash Severance | Bonus | Medical Benefits | Equity Acceleration | Notes |
|---|---|---|---|---|---|
| Involuntary termination (no CIC) | 1x base salary | N/A | 12 months | 50% acceleration of non-performance equity; performance awards generally excluded | CEO “good reason” included outside CIC |
| CIC-related termination (±3 months pre / +12 months post) | 1.5x base salary | 1x target bonus, pro-rated | 18 months | 100% acceleration of time-based equity; performance awards excluded; special treatment for 2024 PSUs in Corporate Transaction | Double-trigger design |
- 2024 PSUs treatment upon Corporate Transaction: Earned for the year at greater of full-year forecasts or target; remaining PSUs convert to time-based RSUs at target and vest pro-rata over remaining years; then subject to severance acceleration provisions .
- Severance agreements: three-year term with automatic renewals unless notice given three months prior to renewal; clawback and recoupment policies apply as set forth .
Governance and Board Service
- Director service: Hayden Brown is a Class III director; board committees: none; independence: not independent due to CEO role .
- Independent chair: Thomas Layton serves as independent chair; majority-independent board (seven of eight directors) .
- Board meetings/attendance: 2024—Board 7, Audit 6, Compensation 6, Nominating & Governance 2; all directors attended ≥75% of meetings; independent directors hold executive sessions .
- Director compensation: employee-directors (including Brown) receive no additional director compensation .
Compensation Structure Analysis
- 2024 STIP added profitability (adjusted EBITDA) with equal weighting to revenue; CEO’s bonus based solely on company metrics (no individual modifier) .
- 2024 payout reflects strong profitability: weighted achievement 128% (revenue under target; adjusted EBITDA over maximum); GSV modifier not triggered .
- LTI mix shifted to more PSUs for the CEO (60% PSUs / 40% RSUs) to emphasize profitable growth over multi-year periods; PSU metrics separated from STIP to reduce redundancy .
- Independent compensation consultant (Semler Brossy) engaged; 2024 peer group includes Alteryx, Fiverr, Yelp, etc.; Say-on-Pay approval 94% in 2024 .
Perquisites, Clawbacks, and Policies
- Perquisites: personal cybersecurity program cost $15,207 in 2024, including a $7,707 tax gross-up; company views this as necessary for CEO security .
- Clawback policy: mandatory recoupment for restatements (three-year lookback), discretionary for fraud/misconduct (up to 100% of incentive and other awards), applies to executive officers and PSU recipients .
- Insider trading policy: prohibits hedging, derivatives, short selling; pledging only with pre-approval; Rule 10b5-1 plans updated in 2023 to reflect SEC amendments .
Performance & Track Record
| Indicator | 2024 (or noted) |
|---|---|
| Revenue ($) | $769.3M |
| Net Income ($) | $215.6M |
| Profit Margin | 28% |
| Adjusted EBITDA ($) | $167.6M |
| Adjusted EBITDA Margin | 22% |
| GSV ($) | $4.0B |
| Take Rate | 19.2% |
| Cash from Operations ($) | $153.6M |
| Free Cash Flow ($) | $139.1M |
| AI initiatives | Launched Uma (Mindful AI); acquired Objective AI |
| Stock repurchase | $100M repurchased; additional $100M authorization |
| CAP table (initial $100 investment) | Upwork $153; Peer index $188 (2024) |
Equity Ownership & Insider Selling Pressure
- Regular RSU vesting (quarterly) and potential PSU certifications (early 2026/2027) create predictable release schedules; executives may use Rule 10b5-1 plans for sales, subject to policy constraints .
- No pledging disclosed; pledging generally prohibited absent pre-approval .
- No Form 4 transaction details are disclosed in the proxy; only ownership snapshots are provided .
Employment & Contracts
- Severance agreements (double-trigger in CIC) designed to mitigate retention risk and avoid windfalls; excise tax gross-ups are not provided .
- Confidentiality and non-solicitation covenants; non-solicitation typically 12 months post-termination (as permitted by law) .
- Agreements auto-renew; clawback and governance policies robust, including compensation risk oversight .
Investment Implications
- Alignment: High at-risk compensation (94% variable for CEO), with multi-year PSUs focused on profitable growth (revenue growth % + adjusted EBITDA margin), strengthens alignment with shareholder value creation .
- Retention risk: RSU quarterly vesting and multi-year PSU design provide ongoing retention; double-trigger CIC protections help keep leadership intact during strategic events .
- Trading signals: Quarterly RSU vesting and forthcoming PSU certification windows can create routine supply; the insider trading policy and Rule 10b5-1 plans may govern sales behavior; buybacks ($100M) provide partial offset .
- Option stretch incentive: The 2021 CEO performance option remains unearned, with rigorous stock hurdles ($60–$100 VWAP) potentially incentivizing long-term share price appreciation; it does not pose near-term dilution without performance .