UPWORK INC (UPWK)
Sector: Industrials
2026 Annual Meeting Analysis
UPWORK INC · Meeting: June 4, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Claire Bramley, David Lissy, and Gary Steele as Class II directors to serve until the 2029 annual meeting of stockholders
New nominee (not yet on the board) and therefore exempt from the TSR trigger; she brings strong financial expertise as a sitting CFO with over 20 years in senior finance roles, and will satisfy audit committee financial expert requirements.
New nominee (not yet on the board) and therefore exempt from the TSR trigger; he brings extensive CEO and board experience relevant to Upwork's stage and size, and will satisfy audit committee financial literacy requirements.
Although Steele has served since 2018 and the 3-year TSR trigger based on the XLC sector ETF would nominally fire (UPWK trailed XLC by 109.2pp), the company-disclosed peer group is the primary benchmark under policy, and UPWK's 3-year return of +2.3% outperformed the peer median of -44.2% by +46.5pp — well above the 35pp threshold for a low-positive absolute TSR, so the peer-group trigger does not apply and a FOR vote is warranted; Steele also serves on only one other public board (Samsara), which is within the overboarding limit.
All three nominees clear the policy screens: the two new nominees (Bramley and Lissy) are exempt from the TSR trigger as first-time board members, and the incumbent (Steele) passes because Upwork meaningfully outperformed its disclosed compensation peer group over the past three years despite lagging the broad XLC sector ETF; no overboarding, independence, attendance, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Hayden Brown
Total Comp
$17,094,702
Prior Support
94%%
The prior Say-on-Pay vote received approximately 94% support, well above the 70% threshold that would require visible changes; CEO total compensation of approximately $17.1M is high in absolute terms but the pay mix is strongly performance-oriented (97% of the CEO's target pay is variable, split between performance stock awards with a relative total shareholder return multiplier and time-based restricted stock awards, with only 3% fixed salary), satisfying the policy requirement that at least 50-60% of senior executive pay be variable. On the pay-for-performance alignment check, Upwork's 3-year total shareholder return of +2.3% outperformed the company-disclosed peer group median of -44.2% by +46.5pp, meaning above-benchmark incentive pay is justified by relative outperformance against peers; no clawback concerns were identified as the proxy discloses a robust clawback policy exceeding statutory requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,589,000
Non-Audit Fees
$272,000
Non-audit fees (audit-related fees of $175k, tax fees of $95k, and other fees of $2k, totaling $272k) represent approximately 7.6% of core audit fees ($3,589k), which is well below the 50% threshold that would trigger a No vote; PwC's tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy; PwC is a Big 4 firm appropriate for a $1.4B market-cap company; no material restatements were identified.
Overall Assessment
This is a straightforward annual meeting ballot with no contested proposals or significant governance red flags: all three director nominees pass the policy screens (two are new nominees exempt from TSR review, and the incumbent outperformed his peer group), PricewaterhouseCoopers passes the auditor ratification tests with a very low non-audit fee ratio, and the Say-on-Pay program earns a FOR vote based on strong prior shareholder support, a heavily performance-weighted pay structure, and meaningful outperformance against the company's disclosed compensation peer group over the past three years. There are no stockholder proposals on this ballot.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing