Kevin Harvey
UPWORKAbout Kevin Harvey
Kevin Harvey is an independent director of Upwork, serving since 2014. He is a Founder and General Partner at Benchmark Capital (since 1995), and previously founded software companies StyleWare (acquired by Claris/Apple) and Approach Software (acquired by Lotus), and served as a director of oDesk (predecessor to Upwork). He holds a B.S. in Engineering from Rice University and is age 60 as of the 2025 proxy . He is designated independent by the board and serves on the Nominating and Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| oDesk Corporation (merged with Elance; rebranded as Upwork) | Director | 2006–2014 | Oversight during combination leading to Upwork |
| Approach Software Corporation | Founder, President & CEO | Pre-1993 (acquired 1993) | Founded and led to acquisition by Lotus |
| StyleWare Inc. | Founder | Pre-1988 (acquired 1988) | Pioneered integrated software for Apple; acquired by Claris (Apple) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Benchmark Capital | Founder & General Partner | 1995–present | Early-stage VC; early backer of eBay, Snapchat, Red Hat, Uber (as investor background) |
| Proofpoint, Inc. (NASDAQ: PFPT; taken private 2021) | Director (Prior public board) | 2002–2021 | Prior public company directorship |
| Minerva Project Inc. | Director | n/a | Education innovation company (private) |
Board Governance
- Independence: The board determined Mr. Harvey is independent under Nasdaq and SEC rules; all members of the Nominating & Governance (N&G) Committee are independent .
- Committee assignments: Member, Nominating & Governance Committee; not a chair .
- Meeting cadence and attendance: 2024 meetings — Board (7), Audit (6), Compensation (6), N&G (2). Each director attended at least 75% of aggregate board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Shareholder engagement: Participated in Fall 2024 engagement meetings (directors participated for holders representing ~49% of outstanding shares), alongside the Chairperson and other committee chairs .
- Election results (2025 Annual Meeting): Harvey was re-elected with 91,447,794 For; 14,150,635 Against; 45,034 Abstentions (≈86.6% For of votes cast). By comparison, Dana L. Evan received 105,262,295 For; 360,665 Against; 20,503 Abstentions .
| 2025 Election Results | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| Kevin Harvey | 91,447,794 | 14,150,635 | 45,034 |
| Dana L. Evan | 105,262,295 | 360,665 | 20,503 |
| Thomas Layton | 87,529,677 | 18,068,666 | 45,120 |
- Voting standard and resignation policy: Majority voting in uncontested elections; incumbent nominees submit contingent resignations; outcomes reviewed by N&G if a nominee fails to receive a majority .
Fixed Compensation
- Non-employee director program (amended and restated April 2022):
- Annual Award: $185,000, payable in cash or RSUs at director’s election; vests by next annual meeting (or one year); accelerates on corporate transaction .
- General Board Service Fee: $55,000 (cash or RSUs, quarterly vest if RSUs) .
- Leadership fees: Non-Executive Chair $60,000; Lead Independent Director $15,000 (none paid in 2024) .
- Committee fees (cash only): Audit Chair $35,000; Audit Member $17,500; Compensation Chair $15,000; Compensation Member $7,500; N&G Chair $8,500; N&G Member $4,300 .
| 2024 Director Compensation – Kevin Harvey | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Reported (ASC 718 grant-date value) | 4,300 | 226,664 | 230,964 |
Notes: Amounts reflect elections between cash and RSUs and pro-rating; stock award values are computed under ASC 718 and may differ from realized value . As of Dec 31, 2024, Harvey held 18,722 unvested RSUs from the Annual Award and General Board Service Fee (RSU) .
Performance Compensation
- Directors do not receive performance-based equity; equity is time-vested RSUs. No director cash bonus or PSU metrics apply to non-employee directors .
| Director Equity Mechanics | Detail |
|---|---|
| Annual Award | $185,000 in cash or RSUs (30-day average pricing); vests by next annual meeting/one year; accelerates on corporate transaction |
| General Board Service Fee (RSU) | $55,000 equivalent in RSUs (if elected); vests and settles quarterly |
| Committee Fees | Cash only; no equity; paid quarterly |
Other Directorships & Interlocks
- Current other public company boards: None disclosed; prior public board: Proofpoint (2002–2021) .
- Compensation committee interlocks: Company disclosed no interlocks among 2024 compensation committee members; Harvey was not on the compensation committee in 2024 .
- Related-party transactions: Company reports no related person transactions since January 1, 2024 other than standard indemnification agreements; related-party policy assigns review to Audit (or N&G if conflicts) .
Expertise & Qualifications
- Skills matrix: Technology & innovation; strategic planning; go-to-market; human capital; finance & capital allocation; executive leadership; international business; other public board service .
- Biography highlights: Founder/operator background with successful exits; nearly 30 years as VC at Benchmark; Engineering degree from Rice University .
Equity Ownership
| Measure (as of March 31, 2025) | Amount | Source/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 2,653,175 | |
| Ownership as % of shares outstanding | 2.0% | Based on 134,048,900 shares outstanding |
| Breakdown | 87,868 shares held directly; 813,992 via family trust (trustee: Harvey); 1,751,315 via LLC controlled by Harvey | |
| Unvested director RSUs (12/31/2024) | 18,722 RSUs | From Annual Award and General Board Service Fee (RSU) |
| Hedging/pledging policy | Hedging and short sales prohibited; pledging prohibited unless pre-approved with demonstrated ability to repay without resort to pledged securities | |
| Stock ownership guidelines | Non-employee directors: 3x annual cash retainer (excludes chair/committee fees); expected within 5 years; as of 12/31/2024, all non-employee directors were either compliant or not yet at 5 years |
Governance Assessment
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Strengths and positive signals:
- Independence, active role on N&G, and participation in shareholder engagement support board effectiveness and investor alignment .
- High equity alignment: ~98% of 2024 director compensation in stock awards for Harvey ($226,664 stock vs $4,300 cash), and significant personal ownership at 2.0% of shares outstanding; ownership held across direct, trust, and controlled LLC entities .
- Robust governance policies: Majority voting with contingent resignations; anti-hedging/limited pledging; director ownership guidelines; independent board chair structure .
- No related-party transactions disclosed for 2024–2025 period (other than indemnification agreements) .
- Say-on-pay approvals strong: 2025 (For 98,895,616; Against 6,724,747), indicating broad support for compensation practices .
-
Watch items / potential red flags (contextual):
- Opposition votes on re-election: Harvey received ~13.4% votes against (14,150,635 Against of ~105.6M votes cast), higher relative to Dana Evan (~0.3% Against), which may signal targeted shareholder concerns (e.g., tenure, venture affiliations). Continued engagement advisable .
- Ownership via controlled LLC (1,751,315 shares) underscores concentration; while not a related-party issue per se, it warrants ongoing monitoring alongside the company’s pledging restrictions and related-party review policy .
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Overall: Harvey brings deep founder/VC experience and substantial ownership alignment, with formal independence and recent re-election. Policies and disclosures mitigate common governance risks; the elevated “Against” vote vs a new nominee merits continued outreach and responsiveness to shareholder feedback .