Business Context and Reporting Period
This Form 8-K Current Report is filed by Upwork, Inc. on August 12, 2025. The filing discloses the appointment of a new Chief Operating Officer and principal operating officer, effective September 2, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change disclosed is the appointment of Anthony Kappus as Chief Operating Officer. Mr. Kappus joins from Redfin Corporation, where he served for 11 years in roles including Chief of Digital Revenue and Chief Legal Officer.
Compensation, Outlook, and Risks
Compensation Arrangements
- Base Salary: $500,000 annually.
- Target Bonus: 60% of base salary ($300,000).
- Equity Grant: Restricted Stock Units (RSUs) valued at $7,250,000, calculated based on the average daily closing price of the stock over the 30 days prior to the grant date.
- Vesting Schedule: 25% vests on September 18, 2026, with an additional 6.25% vesting on each subsequent quarterly anniversary, contingent on continued service.
Severance and Change in Control
- Termination Without Cause (Outside Change in Control): 12 months of base salary and up to 12 months of medical benefits.
- Termination Without Cause/Good Reason (Near Change in Control): 12 months of base salary, pro-rated target bonus, 100% acceleration of unvested equity/cash awards (excluding performance-based equity), and up to 12 months of medical benefits.
- Agreement Term: Three years with automatic renewals unless terminated by the Company with notice.
The filing includes a press release regarding this appointment but does not provide specific forward-looking guidance, risk factors, or commentary on unusual items beyond the executive transition.
Investor Verification Checklist
- Verify the exact number of RSUs granted based on the 30-day average stock price prior to the grant date.
- Review the attached Exhibit 99.1 (Press Release) for additional strategic context regarding the appointment.
- Confirm the specific definitions of "without cause" and "good reason" in the attached Severance Agreement (Exhibit 10.1).
- Monitor future filings for the impact of this leadership change on operational strategy and financial performance.