Sunita Solao
UPWORKAbout Sunita Solao
Chief People Officer at Upwork since April/May 2023; age 49; two MBAs in Human Resources Management (University of Wisconsin–Madison; Symbiosis International University) and a B.E. in Chemical Engineering from BITS Pilani. She is designated as a Key Employee in Upwork’s proxy, not a Named Executive Officer; her compensation specifics are not disclosed in the proxy. Company performance during her tenure includes 12% year-over-year revenue growth in 2024, adjusted EBITDA margin of 22%, and profit margin of 28%, with take rate improving to 19.2% from 16.6% in 2023 . Upwork’s human capital section highlights her leadership in a remote-first, blended workforce model of ~600 employees and ~2,200 independent team members engaged in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Upwork Inc. | Chief People Officer | Apr/May 2023–Present | Leads people strategy for blended workforce and culture; quoted in Human Capital section |
| Convoy, Inc. | VP, People | Oct 2020–May 2022 | Led people function at digital freight network company |
| Airbnb, Inc. | Head of People, Homes Business Division; other HR leadership roles | 2017–Sep 2020 | Led HR for Homes division and broader HR leadership roles |
| eBay Inc. | HR leadership roles | Not disclosed | Multiple HR leadership roles |
| GE Healthcare | HR leadership (HRLP; Learning & Org Dev; Head of HR, Women’s Health) | Approx. six years | Progressed through HR leadership; built people programs |
| Thermax | HR Manager | ~1998–2000 | Early HR role; two-year stint |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Virtuelly | Advisor | Apr 2022–May 2023 | Advised on workforce/people initiatives |
| Wheel | Advisor | Feb 2023–Apr 2023 | Advisor to telehealth platform |
Fixed Compensation
Sunita is listed as a Key Employee, not an NEO; her base salary, target bonus, and grant values are not disclosed in the proxy. The following reflects Upwork’s executive compensation framework used for NEOs (program design reference).
| Element | Form | Performance Criteria | Period | Objectives |
|---|---|---|---|---|
| Annual Base Salary | Cash | Alignment of base salary and performance evaluated annually | Ongoing | Attract and retain top talent commensurate with role and contributions |
| Annual Performance Bonus (STI) | Cash | Revenue (50%); Adjusted EBITDA (50%); GSV modifier (up to 20%); Individual performance adjustment (±20%, non-CEO) | 1-year | Incentivize annual business objectives aligned to durable, profitable growth |
| Performance Stock Units (PSUs) | Equity | Combined Financial Target Percentage = YoY revenue growth % + adjusted EBITDA margin | Multi-year; up to 50% vest based on each of 2025 and 2026 performance | Align incentives to multi-year profitable growth; retention |
| Restricted Stock Units (RSUs) | Equity | Service-based | Four-year quarterly vesting | Long-term alignment and retention |
Performance Compensation
| Program | Metric | Weighting | Definition/Targeting | Vesting/Measurement |
|---|---|---|---|---|
| STI (Annual Bonus) | Revenue | 50% | Total revenue per 10-K; designed to drive stockholder value | 1-year performance period |
| STI (Annual Bonus) | Adjusted EBITDA | 50% | Non-GAAP profitability metric; cost discipline and value | 1-year performance period |
| STI Modifier | GSV | Funding modifier | Gross Services Volume per 10-K can adjust bonus funding | 1-year; modifier only |
| LTI (PSUs) | Combined Financial Target Percentage | N/A (composite) | Sum of YoY revenue growth % and adjusted EBITDA margin | Performance measured at end of 2025 and 2026; up to 50% of maximum PSUs vest each year |
| LTI (RSUs) | Service | N/A | Service-based | Four-year quarterly vesting |
NEO bonuses paid for 2024 were above target due to strong adjusted EBITDA performance; the plan included individual performance adjustments for non-CEO NEOs. Sunita-specific payouts are not disclosed .
Equity Ownership & Alignment
- No hedging transactions permitted; pledging is prohibited except in rare pre-approved cases where the pledgor demonstrates ability to repay the loan without resort to pledged securities .
- No “single-trigger” payments or vesting acceleration of equity awards upon a change in control; robust clawback policy with discretionary recoupment beyond statutory requirements in certain circumstances .
- Stock ownership guidelines require significant sustained ownership by NEOs and directors; program emphasizes equity-heavy, performance-based compensation (e.g., 94% of CEO’s and 87% average of non-CEO NEOs’ 2024 annualized target compensation at risk) .
Employment Terms
- Role: Chief People Officer at Upwork, effective May 1, 2023 (announced April 6, 2023) .
- Executive designation: Listed as a Key Employee (not an NEO) in the 2025 Proxy; compensation tables and severance/change-in-control specifics apply to NEOs and are not disclosed for Sunita .
- Company-level severance constructs (for NEOs): cash severance multiples, medical benefit continuation, and selective equity acceleration (no acceleration for performance-based awards; CEO-specific nuances). Not applicable to Sunita absent disclosure .
Investment Implications
- Compensation alignment: Upwork’s executive pay design emphasizes profitability and revenue growth through STI metrics and multi-year PSU metrics tied to YoY revenue growth and adjusted EBITDA margin; this supports shareholder-aligned incentives in a pivot to durable, profitable growth .
- Retention risk: As a Key Employee whose compensation is not publicly detailed, visibility into retention levers (e.g., RSU/PSU balances, severance economics) is limited; watch for any future 8-K Item 5.02 filings if her role or compensatory arrangements change .
- Insider selling pressure: Unable to assess due to lack of disclosed Form 4 data for Sunita in proxy materials and access limitations to insider trade records; monitor filings for potential selling or RSU tax withholdings.
- Governance signals: Strong 94% Say-on-Pay support at the 2024 annual meeting indicates broad shareholder endorsement of compensation practices; policies prohibit hedging and generally pledging, and avoid single-trigger vesting—reducing misalignment and change-of-control windfalls risk .
- Execution profile: Human capital leadership in a remote-first, blended workforce (~600 employees; ~2,200 independent talent engaged in 2024) underpins operating agility and cost discipline that contributed to improved margins and growth during her tenure; continued success depends on maintaining culture and talent program effectiveness as scale and AI initiatives expand .