Udemy (UDMY) Proxy Filing summary

Executive summary

• 2024 saw 8% revenue growth to $786.6M, with Udemy Business revenue up 18% and Consumer revenue down 5%. Adjusted EBITDA grew 451% to $43.0M, with a 5.5% margin. $150M was returned to stockholders via share repurchases.

• 8 million new learners and nearly 1,400 net new enterprise customers joined, totaling 77 million learners and 17,096 enterprise customers.

• Leadership transition: Hugo Sarrazin appointed President & CEO in March 2025, with Greg Brown assisting in transition through 2025.

Voting matters and shareholder proposals

• Four proposals: (1) Election of two Class I directors (Sohaib Abbasi, Heather Hiles), (2) Ratification of Deloitte as auditor, (3) Advisory vote on executive compensation, (4) Amendment to limit officer liability as permitted by Delaware law. Board recommends FOR all.

• Shareholders can vote online, by phone, mail, or at the virtual meeting.

Board of directors and corporate governance

• Board has nine members (seven independent), with a mix of tenure, diversity (67% diverse, 56% women, 43% people of color), and skills.

• Board divided into three classes with staggered terms; two new directors added in 2024, one in 2025.

• Independent chairperson, fully independent committees, annual self-evaluations, and robust succession planning.

• Stock ownership guidelines and anti-hedging/pledging policies in place.