Thomas Layton
UPWORKAbout Thomas Layton
Thomas Layton is the independent Chairperson of Upwork’s board and a Class I director nominee; he has served on the board since 2014 and is age 62 . He is the former CEO of OpenTable and has extensive marketplace and internet leadership experience; he holds a B.S. from the University of North Carolina at Chapel Hill and an M.B.A. from Stanford Graduate School of Business . Upwork’s board uses an independent chair structure, and the board has determined Layton is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| oDesk Corporation (merged with Elance in 2014; rebranded as Upwork in 2015) | Chairperson | 2011–2014 | Board leadership during pre-merger period |
| oDesk Corporation | Director | 2006–2014 | Oversight through growth and combination with Elance |
| Metaweb Technologies (acquired by Google) | Chief Executive Officer | 2007–2010 | Led data infrastructure company to acquisition |
| OpenTable (Nasdaq: OPEN) | Chief Executive Officer | Not dated | Scaled restaurant partners from 500 to 7,000+; reservations to 2M+/month |
| CitySearch | Co‑Founder, President & COO | Not dated | Built early local internet media platform |
| Boston Consulting Group | Associate Consultant | Not dated | Strategy and operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Capsule Inc. | Director | Current | Private company (online pharmacy) |
| Just Appraised Inc. | Director | Current | Private, tax assessment software |
| SwiftComply Inc. | Director | Current | Private, compliance management software |
| Wholesail Inc. | Director | Current | Private, payments software |
| OpenTable Inc. (Nasdaq: OPEN) | Director (prior) | 1999–2014 | Acquired by Priceline in 2014 |
| Ancestry.com Inc. (Nasdaq: ACOM) | Director (prior) | 2009–2012 | Acquired by Permira in 2012 |
Board Governance
- Roles and committees: Independent Chairperson of the Board and Chair of the Nominating & Governance Committee .
- Independence: Board determined Layton is independent; seven of eight current directors are independent, and Upwork uses an independent chair structure .
- Attendance and engagement: In 2024, the board held 7 meetings; Nominating & Governance held 2. Each director attended at least 75% of applicable meetings, and all directors attended the 2024 annual meeting . Layton personally participated in Fall 2024 investor engagement meetings as chair and nom/gov chair .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
| Governance Detail | 2024 Value/Status |
|---|---|
| Board meetings | 7 (≥75% attendance by each director) |
| Nominating & Governance meetings | 2 (Layton is Chair) |
| Board leadership | Independent Chair structure (Layton) |
| Independence | 7 of 8 directors independent |
| Investor engagement | Director participation for ~49% of outstanding shares; Layton participated |
Fixed Compensation
- Program structure (non‑employee directors):
- Annual Award: $185,000 cash or RSUs; vests by next annual meeting or 1 year .
- General Board Service Fee: $55,000 (cash or RSUs) .
- Non‑Executive Chair Fee: $60,000 (cash or RSUs) .
- Committee fees (cash only): Audit Chair $35,000; Audit member $17,500; Compensation Chair $15,000; Compensation member $7,500; Nominating & Governance Chair $8,500; member $4,300 .
| Component (2024) | Amount/Structure | Vesting/Payment |
|---|---|---|
| Annual Award | $185,000 (cash or RSUs) | Fully vests/paid by next annual meeting or 1 year |
| General Board Service Fee | $55,000 (cash or RSUs) | Quarterly if RSUs; quarterly if cash |
| Non‑Executive Chair Fee | $60,000 (cash or RSUs) | Quarterly if RSUs; quarterly if cash |
| Nominating & Governance Chair Fee | $8,500 (cash) | Quarterly cash |
- 2024 actual for Layton:
| 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $8,500 |
| Stock Awards (RSUs) | $283,330 |
| Total | $291,830 |
Notes: As of 12/31/2024, Layton held 21,365 unvested RSUs (includes Annual Award and elected board/chair RSU fees) .
Performance Compensation
- Equity mix and terms (non‑employee directors):
- Annual Award RSUs vest by next annual meeting or 1 year; Fee RSUs vest quarterly .
- Initial new‑director grant: $400,000 RSUs vesting over 3 years (not applicable to Layton in 2024) .
- Change‑of‑Control: Director Annual Award and Fee RSUs accelerate in full immediately prior to a Corporate Transaction .
| Equity Element | 2024 Detail for Layton | Vesting/Acceleration |
|---|---|---|
| Unvested RSUs at 12/31/2024 | 21,365 units | Annual Award: full by next annual meeting or 1 year; Fee RSUs quarterly |
| Change‑of‑Control treatment | Annual Award and Fee RSUs accelerate in full immediately prior to Corporate Transaction | Acceleration as stated |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Layton .
- Prior public company boards: OpenTable (1999–2014); Ancestry.com (2009–2012) .
- Private boards: Capsule, Just Appraised, SwiftComply, Wholesail .
- Compensation committee interlocks: Company disclosed no interlocks in 2024; Layton is not on the compensation committee (members were Steele (Chair), Gretsch, Vazquez‑Ubarri) .
Expertise & Qualifications
- Strategic planning and transformation: Led and scaled multiple internet businesses (e.g., OpenTable growth cited) .
- Technology and innovation: Long track record in internet and software businesses as executive and board member .
- Finance and capital allocation: Experience balancing growth and profitability; board roles at acquired companies .
- Education: B.S. UNC‑Chapel Hill; M.B.A. Stanford GSB .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 2,120,301 shares (1.6% of outstanding) as of March 31, 2025 |
| Breakdown | 2,532 shares directly; 2,117,769 shares held by a trust for Layton (Layton as trustee) |
| Shares outstanding basis | 134,048,900 shares outstanding as of March 31, 2025 |
| Unvested director RSUs | 21,365 units (as of 12/31/2024) |
| Pledging/hedging | Insider Trading Policy prohibits hedging/short sales and generally pledging without pre‑approval; no pledging by Layton disclosed |
| Director ownership guidelines | 3x annual cash retainer; as of 12/31/2024, all non‑employee directors either met or were within five‑year compliance window |
Governance Assessment
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Strengths
- Independent Chair with long marketplace operating history; serves as Chair of Nominating & Governance, reinforcing board oversight of governance, sustainability, and refreshment .
- Robust stockholder engagement with direct director participation; Layton participated in Fall 2024 outreach alongside other committee chairs .
- Board practices: majority voting, proxy access, clawback policy, and stock ownership guidelines for directors; majority‑independent board .
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Alignment and incentives
- 2024 director pay for Layton was predominantly equity-based (RSUs $283,330 vs. cash fees $8,500), aligning compensation with shareholder outcomes; unvested RSUs provide ongoing alignment .
- Significant beneficial ownership (1.6% of shares) provides “skin in the game” without control .
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Risk indicators and conflicts
- No related‑party transactions involving Layton disclosed since January 1, 2024; only standard indemnification agreements for directors/executives .
- Compensation committee interlocks: none disclosed; Layton not a member of the compensation committee .
- Attendance: Company disclosed each director met the ≥75% threshold and all attended the 2024 annual meeting, indicating engagement; individual attendance percentages not separately disclosed .
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Say‑on‑Pay and shareholder feedback
- 94% approval on 2024 say‑on‑pay (covering 2023 compensation), and company added profitability metrics and multi‑year PSUs in response to investor feedback; Layton was part of the director cohort engaging investors on these topics .