UDEMY, INC.

600 HARRISON STREET, THIRD FLOOR

SAN FRANCISCO, CA 94107

Notice of 2023 Annual Meeting of Stockholders of Udemy, Inc. (the “Company”)

Logistics

DATE AND TIME		PLACE		RECORD DATE
Wednesday, June 21, 2023 at 11:00 a.m. Pacific Time		www.virtualshareholdermeeting.com/UDMY2023 There will be no physical location for this year’s meeting.		Holders of record of our common stock at the close of business on April 24, 2023, are entitled to vote at our Annual Meeting.

Voting Items

Advance Voting Methods

(Your vote must be received by 11:59 p.m., Eastern Time, on June 20, 2023, the day before the Annual Meeting)

INTERNET		TOLL FREE TELEPHONE		MAIL
www.proxyvote.com		1-800-690-6903		Complete and sign your proxy card

We invite you to join our Annual Meeting and vote. We urge you, after reading the attached proxy statement (the “Proxy Statement”), to vote your proxy by Internet or telephone by following the instructions on the form of proxy or by signing and returning the enclosed proxy card in the enclosed postage prepaid envelope as promptly as possible. You may vote live at the virtual meeting even if you previously voted by proxy. If you have a disability, we can provide reasonable assistance to help you participate in the meeting upon request.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held June 21, 2023:

The Notice of 2023 Annual Stockholders’ Meeting and Proxy Statement and the 2022 Annual Report on Form 10-K

are available at www.proxyvote.com.

The Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about April 27, 2023.

By order of the Board of Directors,

Ken Hirschman

Senior Vice President, Operations, General Counsel & Corporate Secretary

San Francisco, California

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April 27, 2023

Proxy Statement Summary

Voting Roadmap

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Director Skills and Core Competencies

In 2022, the Nominating and Corporate Governance Committee reviewed the core competencies that it believes should be represented on our Board. The Committee regularly evaluates the composition and diversity of the Board with respect to qualifications and skill sets that are important in consideration of the Company’s long term strategic plan and with respect to providing effective leadership and diverse viewpoints on matters considered by the Board. The following shows certain key skills and competencies of our directors.

Board Diversity Matrix as of April 27, 2023

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Corporate Governance Highlights

Executive Compensation Highlights

Our compensation programs continue to evolve as we develop our pay for performance philosophy. We modified our executive compensation structures in 2022, our first full year as a public company, and early 2023 to better align our leadership’s interests with those of our stockholders. In 2022, we modified our annual incentive bonus plan (“Bonus Plan”) to increase the portion of executive bonuses that are based on Company performance from 50% to 75%, and in 2023 this portion will be increased to 100%. In addition, we have adopted performance-based restricted stock units for our executive officers in 2023, applying performance criteria to long-term incentive compensation for the first time. Finally, in late 2022, our Board appointed Natalie Schechtman as chair of our compensation committee in order to leverage her significant experience as a senior human resources professional at a mature public company.

Compensation Framework

The following table summarizes the compensation elements provided for our named executive officers in 2022:

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Strong Compensation Governance

For a detailed discussion of our executive compensation program, including the correlation to our comprehensive strategic plan focused on creating long term stockholder value, please see CD&A beginning on page 18.

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Table of Contents

Note:  Unless otherwise indicated in the text, any reference to a year is intended to refer to the Company’s fiscal year of the same date as described in the Company’s 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 27, 2023 (our “Annual Report”).

Proposal No. 1

Election of Directors

Our Board currently consists of six directors, five of whom are independent under the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). Our Board is divided into three classes with staggered three-year terms. Thus, at each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

At the 2023 annual meeting of stockholders (the “Annual Meeting”), you will vote to elect as directors the two nominees listed below to serve until our 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified. Our Board has nominated Jeffrey Lieberman and Natalie Schechtman for election as directors. Each of the nominees is a current member of our Board, has consented to being named in this Proxy Statement as a nominee, and has agreed to serve as a director if elected. None of the nominees has any family relationship with any other nominee or with any of our executive officers. The Board does not currently have any vacancies.

The persons named as proxies in the accompanying form of proxy have advised us that at the Annual Meeting, unless otherwise directed, they intend to vote the shares covered by the proxies FOR the election of the nominees named above. If one or more of the nominees are unable to serve, or will not serve, the persons named as proxies may vote for the election of any substitute nominees that our Board may propose. The persons named as proxies may not vote for a greater number of persons than the number of nominees named above. Our bylaws provide that a nominee for director must be elected by a plurality of the voting power of the shares present in person (including virtually) or represented by proxy at the meeting and entitled to vote on the election of directors.

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Nominees for Election to Our Board

The following information is provided about our nominees for director effective as of the record date, April 24, 2023.

JEFFREY LIEBERMAN Independent, Interim Chair of the Board

Managing Director, Insight Partners

NATALIE SCHECHTMAN Independent

Executive Vice President, Chief Human Resources Officer of Advance Auto Parts, Inc.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF OUR BOARD NOMINEES.

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Continuing Directors

EREN BALI Independent

Chief Executive Officer, Carbon Health

GREG BROWN

President and Chief Executive Officer, Udemy, Inc.

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HEATHER HILES Independent

Managing Partner, Black Ops Ventures

LYDIA PATERSON Independent

Chief Executive Officer, OLX Group

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Corporate Governance

Overview

We believe that our strong corporate governance practices reflect our values and support our strategic and financial performance. The compass of our corporate governance practices can be found in our by-laws, our Corporate Governance Guidelines, and our Code of Conduct, which were adopted by our Board to guide our Company, our Board, and our employees, and are available on our website at investors.udemy.com under “Corporate Governance.” Each standing committee of the Board has a charter, also available at investors.udemy.com under “Corporate Governance,” that spells out the roles and responsibilities assigned to it by the Board.

Board Composition and Refreshment

Of the six directors that compose our Board:

Our directors possess a breadth of skills and depth of experience relevant to being able to provide effective oversight for the execution of the Company’s strategy and creation of long-term value. For additional information about the skills, experiences and characteristics of our Board, please see “Proxy Statement Summary - Director Skills and Core Competencies.”

We believe the Board benefits from a balance of newer directors, who bring fresh perspectives, and longer serving directors, who have contributed to our strategy over time and have deep understanding of our operations. We continually assess the composition of the Board, including the Board’s size and the diversity, skills, and experience of our directors, to ensure continued alignment with the strategic direction of the Company.

During 2022, Kenneth Fox and Lawrence Illg, two directors who represented early investors, resigned from the Board. Our Nominating & Corporate Governance Committee has identified talent management expertise, public company CEO experience, and public company board experience as areas it would like to augment on the Board, and has engaged a third-party search firm to conduct a search for one or more new directors. The Board does not currently have any vacancies.

Nominations for Directors

Identifying Director Candidates

The nominating and corporate governance committee is responsible for leading the search for and evaluating qualified individuals, including those of diverse backgrounds, to become nominees for election as directors. The committee is authorized to retain a search firm to assist in identifying, screening, and attracting director candidates. After a director candidate has been identified, the committee evaluates each candidate for director within the context of the needs of the Board in its composition as a whole. The committee considers such factors as the candidate’s business experience, skills, independence, judgment, diversity, and ability and willingness to commit sufficient time and attention to the activities of the Board. At a minimum, recommended candidates for nomination must possess the highest personal and professional ethics, integrity, and values, and commit to representing the long-term interests of our stockholders. Although the Board has not adopted a formal policy regarding diversity in the composition of the Board, the committee is committed to considering candidates of diverse backgrounds in every director search it leads and strives to compose a Board that reflects diverse viewpoints that will actively and constructively contribute to the Board’s discourse and deliberations.

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Stockholder Recommendations and Nominations to our Board

Our nominating and corporate governance committee will consider recommendations and nominations for candidates to our board of directors from stockholders in the same manner as candidates recommended to the committee from other sources, so long as such recommendations and nominations comply with our amended and restated certificate of incorporation and amended and restated bylaws, all applicable company policies and all applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our bylaws and corporate governance guidelines and the director nominee criteria described above.

A stockholder that wants to recommend a candidate to our Board should direct the recommendation in writing by letter to our corporate secretary at Udemy, Inc., 600 Harrison Street, 3rd Floor, San Francisco, California 94107, Attention: Corporate Secretary. Such recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and us and evidence of the recommending stockholder’s ownership of our stock. Such recommendation must also include a statement from the recommending stockholder in support of the candidate. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our amended and restated bylaws, stockholders may also directly nominate persons for our Board. Any nomination must comply with the requirements set forth in our amended and restated bylaws and the rules and regulations of the SEC and should be sent in writing to our corporate secretary at the address above. To be timely for our 2024 annual meeting of stockholders, nominations must be received by our corporate secretary observing the deadlines discussed below under “Other Matters—Stockholder Proposals or Director Nominations for 2024 Annual Meeting.”

Board Independence and Structure

Independence

As a company listed on Nasdaq, we are required under Nasdaq listing rules to maintain a board of directors comprised of a majority of independent directors as determined affirmatively by our Board. Under Nasdaq listing rules, a director will only qualify as an independent director if, in the opinion of that listed company’s board of directors, the director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of our audit, compensation, and nominating and corporate governance committees be independent.

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq listing rules applicable to audit committee members. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and Nasdaq listing rules applicable to compensation committee members.

Our Board has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning their background, employment and affiliations, our Board has determined that Messrs. Bali and Lieberman, Mx. Hiles, and Mses. Schechtman and Paterson, representing five of our six directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under the listing standards of Nasdaq. Mr. Brown is not considered an independent director because of his position as our President and Chief Executive Officer.

In making these determinations, our Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining their independence, including the beneficial ownership of our stock by each non-employee director, and the transactions involving them described in the section titled “Related Person Transactions.”

There are no family relationships among any of our directors, director nominees or executive officers.

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Leadership Structure

Effective February 2023, we separated the roles of chief executive officer and chair of the Board, appointing Jeffrey Lieberman as interim Chair of the Board. We believe that it is in the best interests of our stockholders for the Board to determine whether to separate or combine these roles each time it elects a new chair or appoints a chief executive officer, based on the relevant facts and circumstances applicable at such time. Our Board has determined that its structure is consistent with good corporate governance practices and is appropriate to fulfill its duties effectively and efficiently, so that our chief executive officer can focus on leading the Company while the chair can focus on leading the Board in overseeing management. In the future our Board may determine to once again combine the roles of chief executive officer and Chair of the Board, in which case the Board would appoint a lead independent director consistent with good corporate governance practices.

The responsibilities of the independent Chair or lead independent director include participating in development of the Board’s agenda, as well as facilitating the discussions and interactions of the Board to ensure that every director’s viewpoint is heard and considered. The Chair presides over meetings of the Board and, if independent, also over meetings of the independent directors.

Committees and Meetings

Our Board met seven times during 2022 and received periodic written updates from management throughout the year. Each director attended 75 percent or more of the total number of meetings of the Board and meetings of the committees of the Board on which they served during their tenure. Our Corporate Governance Guidelines encourage, but do not require, directors to attend our annual meeting of stockholders. Five of our then-serving directors attended last year’s annual meeting of stockholders. To encourage and enhance communication among independent directors, and as required under applicable Nasdaq rules, our Corporate Governance Guidelines provide that the independent directors will meet in executive sessions without management directors or management present on a periodic basis. These executive sessions are chaired by Mr. Lieberman, our lead independent director in 2022 and interim Chair of the Board since February 2023.

We currently have an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which consists of entirely of independent directors in accordance with the listing standards of Nasdaq and whose members satisfy the board committee qualification requirements of Nasdaq and the SEC. The following table sets forth the names of each current committee member, the number of times each committee met in 2022, and the primary responsibilities of each committee.

AUDIT COMMITTEE

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COMPENSATION COMMITTEE

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Our Board has adopted written charters for each committee setting forth the roles and responsibilities of each committee. Each charter is available on our website at investors.udemy.com under “Corporate Governance.”

Board’s Role in Risk Oversight

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, cybersecurity, and reputational. We have designed and implemented processes to manage risk in our operations. Management maintains a risk committee chaired by the Company’s general counsel that oversees a formal approach to managing risks and reporting to our audit committee. This approach consists of conducting annual comprehensive enterprise risk assessments and monitoring mitigation efforts to reduce potential exposure and increase internal capabilities to manage identified risks. Management is responsible for the day-to-day management of risks the Company faces, while our Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. Our Board reviews strategic and operational

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risk in the context of discussions, question and answer sessions, and reports from the management team at each regular Board meeting, receives reports on all significant committee activities at each regular Board meeting, and evaluates the risks inherent in significant transactions.

In addition, our Board has tasked designated standing committees with oversight of certain categories of risk management. Our audit committee assists our board in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and also, among other things, discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our compensation committee assesses risks relating to our executive compensation plans and arrangements, and whether our compensation policies and programs have the potential to encourage excessive risk taking. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices, the independence of the Board and potential conflicts of interest.

Compensation Committee Interlocks and Insider Participation

During 2022, the members of our compensation committee were Messrs. Lieberman and Fox (until August 2022) and Ms. Schechtman (since May 2022). None of the members of our compensation committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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Board Evaluation

The Board recognizes that a robust and constructive evaluation process is an essential component of good corporate governance and Board effectiveness.

		Board Evaluation Objectives   Evaluations are designed to assess the qualifications, attributes, skills and experience represented on the Board and whether the Board, its committees, and individual directors are functioning effectively.
		Role of the Board   The Board is responsible for annually conducting an evaluation of the Board and individual directors.								Role of the Board’s Committees   The nominating and corporate governance committee coordinates each committee’s annual evaluation of its performance and reporting of the results to the Board.
		2022 Evaluation Process   The evaluation process included live interviews with each director conducted by an independent third party, who compiled the results and discussed them with the nominating and corporate governance committee. The results of the assessment were then reported to the Board.								Topics Addressed in 2022   Topics addressed in the evaluation process included, among others: Board structure and composition; the Board’s working relationship with management; Board meeting length, cadence, and format; Board responsibility and focus; and evaluation of committee performance, composition, and focus

Stockholder and Interested Party Communications with our Board

Stockholders and other interested parties wishing to communicate directly with our non-management directors may do so by writing and sending the correspondence to our General Counsel by mail to our principal executive offices at Udemy, Inc., 600 Harrison Street, 3rd Floor, San Francisco, California 94107. Our General Counsel and appropriate directors as necessary, in consultation with appropriate directors as necessary, will review all incoming communications and screen for communications that (1) are solicitations for products and services, (2) relate to matters of a personal nature not relevant for our stockholders to act on or for our board to consider and (3) matters that are of a type that are improper or irrelevant to the functioning of our board or our business, for example, mass mailings, job inquiries and business solicitations. If appropriate, our General Counsel and appropriate directors as necessary will route such communications to the appropriate director(s) or, if none is specified, then to the chairperson of the board or the lead independent director. These policies and procedures do not apply to communications to non-management directors from our officers or directors who are stockholders or stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

Corporate Governance Guidelines and Code of Conduct

Our Board has adopted Corporate Governance Guidelines. These Guidelines address, among other items, the qualifications and responsibilities of our directors and director candidates, the structure and composition of our Board, and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a Code of Conduct that applies to all our employees, officers, and directors. We expect all employees,

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officers, and directors, and any parties with whom we do business to conduct themselves in accordance with the highest ethical standards. Copies of our Corporate Governance Guidelines and our Code of Conduct are available on our website at investors.udemy.com under “Corporate Governance.” The Company will disclose within four business days any substantive changes in or waivers of the Code of Conduct granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website rather than by filing a Form 8-K.

Insider Trading Policy

We have established an insider trading policy governing the purchase, sale, and disposition of our securities by our directors, officers, and employees, designed to promote compliance with insider trading laws, rules, and regulations, as well as Nasdaq listing standards. Our insider trading policy, among other things, prohibits (1) engaging in short sales, (2) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to our securities, (3) purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds), or otherwise engaging in transactions designed to hedge or offset any decrease in the market value of equity securities granted to them by us as part of their compensation or held, directly or indirectly, by them, (4) pledging any of our securities as collateral for any loans, and (5) holding our securities in a margin account.

Related Person Transactions

We have adopted a formal, written policy regarding related person transactions. This written policy regarding related person transactions provides that a related person transaction is a transaction, arrangement or relationship or any series of similar transactions, arrangements or relationships, in which we are a participant and in which a related person has, had or will have a direct or indirect material interest and in which the aggregate amount involved exceeds $120,000. For purposes of this policy, a related person means any of our executive officers and directors (including director nominees), in each case at any time since the beginning of our last fiscal year, or holders of more than 5% of any class of our voting securities and any member of the immediate family of, or person sharing the household with, any of the foregoing persons.

Our audit committee has the primary responsibility for reviewing and approving, ratifying or disapproving related person transactions. In determining whether to approve, ratify or disapprove any such transaction, our audit committee will consider, among other factors, (1) whether the transaction is fair to us and on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances, (2) the extent of the related person’s interest in the transaction, (3) whether there are business reasons for us to enter into such transaction, (4) whether the transaction would impair the independence of any of our outside directors and (5) whether the transaction would present an improper conflict of interest for any of our directors or executive officers.

The policy grants standing pre-approval of certain transactions, including (1) certain compensation arrangements for our directors or executive officers, (2) transactions with another company at which a related person’s only relationship is as a non-executive employee, director or beneficial owner of less than 10% of that company’s shares, provided that the aggregate amount involved does not exceed the greater of $200,000 or 5% of such company’s total annual revenues and the transaction is on terms no less favorable than terms generally available to unaffiliated third parties under the same or similar circumstances, (3) charitable contributions by us to a charitable organization, foundation or university at which a related person’s only relationship is as a non-executive employee or director, provided that the aggregate amount involved does not exceed the greater of $200,000 or 5% of such organization’s total annual receipts, (4) transactions where a related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis and (5) any indemnification or advancement of expenses made pursuant to our organizational documents or any agreement. In addition to our policy, our audit committee charter provides that our audit committee shall review and approve or disapprove any related person transactions. We are party to an investors’ rights agreement, as amended, with certain holders of our capital stock, including Stripes III, LP (“Stripes”), entities affiliated with Insight Partners (“Insight”), entities affiliated with MIH Edtech Investments B.V. (“Naspers”), and Eren Bali, a member of our Board and one of our co-founders.

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Kenneth Fox, a former member of our Board who resigned during 2022, is the founder and a managing partner of Stripes. Jeffrey Lieberman, a current member of our Board, is Managing Director of Insight. Lawrence Illg, a former member of our Board who resigned during 2022, is an executive of Prosus N.V. (“Prosus”), an affiliate of Naspers. Lydia Paterson, a member of our board of directors, is the Chief Executive Officer of OLX Group, an affiliate of Naspers.

Naspers, and certain other entities affiliated with Naspers, are Udemy Business customers. During 2022, we recorded $1.5 million in revenue for Udemy Business services, representing less than 1% of total revenue for such period. As of December 31, 2022, we had $0.2 million worth of accounts receivable balances with Naspers and its affiliated entities. We believe that Ms. Paterson’s and Mr. Illg’s interests in these transactions are de minimis.

Insight maintains investments in a portfolio of companies. We have contracted with some of these companies as vendors in the ordinary course of business and, in certain cases, these companies are Udemy Business customers. During 2022 we recorded aggregate operating expenses of $0.9 million with these companies, representing less than 1% of total operating expenses for such period. We believe that the interest of Mr. Lieberman in these transactions is de minimis.

Advance Auto Parts, where Ms. Schechtman serves as an executive officer, is a Udemy Business customer. We recorded $0.3 million of revenue from services provided to Advance Auto Parts during 2022. As of December 31, 2022, we had $0.4 million worth of accounts receivable balances with Advance Auto Parts. We believe that Ms. Schechtman’s interests in these transactions are de minimis.

Carbon Health, where Mr. Bali serves as Chief Executive Officer, is a Udemy Business customer. We recorded $0.2 million of revenue from services provided to Carbon Health during 2022. We believe that Mr. Bali’s interests in these transactions are de minimis.

We have entered into separate indemnification agreements with each of our directors and executive officers, in addition to the indemnification provided for in our amended and restated certificate of incorporation and bylaws. The indemnification agreements and our amended restated certificate of incorporation and bylaws require us to indemnify our directors, executive officers, and certain controlling persons to the fullest extent permitted by Delaware law.

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Environmental, Social and Governance Matters

Our Environmental, Social, and Governance (ESG) Efforts

As a mission-driven company, we strive to create a positive social and economic impact, balancing the needs of our learners, instructors, customers, employees, investors, and the environment. Access and inclusion are at the very core of our business model. We believe that providing access to learning at scale supports the United Nations Sustainable Development Goals, or SDGs, including:

In 2022, Udemy joined the United Nations Global Compact in support of the Ten Principles of the United Nations Global Compact on human rights, labor, environment, and anti-corruption. Beyond the United Nations SDGs, we reference the Sustainability Accounting Standards Board, or the SASB, in our impact reporting. An independent institution, the SASB provides a globally recognized framework for sustainability reporting across companies and industries. Our ESG impact report is available on our corporate website. In January 2023, Sustainalytics, a Morningstar company and an independent provider of ESG and corporate governance ratings, research, and analysis, recognized Udemy as an ESG Industry Top-Rated Company, acknowledging Udemy’s sustainability efforts as a top ESG performer.

Copyright ^©2023 Sustainalytics. All rights reserved. This logo contains information developed by Sustainalytics (www.sustainalytics.com). Such information and data are proprietary of Sustainalytics for a particular purpose. Their use is subject to conditions available at http://www.sustainalytics.com/legal-disclaimers.

Our ESG Goals and Policies

We are committed to pursuing sustainable business practices and have implemented ESG policies and goals throughout our company to fulfill this commitment.

Environmental: We actively manage the environmental footprint of our operations. We use both hosted data centers and cloud computing providers for our operations. In our hosted data center environments, we use equipment that meets energy efficiency standards set forth by the American Society of Heating, Refrigerating and Air-Conditioning Engineers and the Electronic Product Environmental Assessment Tool. In 2022, we collected data on the greenhouse gas emissions related to our cloud computing and data center operations. Udemy purchased Renewable Energy Certificates (RECs) to match the greenhouse gas emissions in our computing operations. Our cloud computing provider intends to power its operations with 100% renewable energy by 2025.

In 2022, Udemy sourced renewable power for its San Francisco, Dublin, and Mountain View offices. We prioritize the selection of highly rated Leadership in Energy and Environmental Design (LEED) or comparable standards

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design in leasing office spaces. During the year we started measuring the greenhouse gas emissions associated with business travel.

Social: Our business impacts society through our relationships with our varied stakeholders, but it starts with our employees. We established a Board that values diversity and representative governance. We believe in the importance of fostering a diverse, inclusive, and safe workplace, recognizing that through diversity and inclusiveness we gain a variety of perspectives, views, and ideas that strengthen our ability to strategize, communicate, and deliver on our mission.

We are committed to increasing diversity and representation through our belonging, equity, diversity, and inclusion initiatives, and to disclosing diversity data annually. As of December 31, 2022, 44% of our global workforce, 33% of our senior leadership, and 26% of our technical workforce identified as women. Two percent of our employees identified as non-binary or chose not to disclose their gender.

We are committed to gender pay equality, and in 2022 we received the Fair Pay Workplace certification. The Fair Pay Workplace certification entails an independent review and examination of Udemy’s pay practices, procedures, and action plans to maintain ongoing fair pay practices for all employees. See the Rules and Standards for Certification at www.fairpayworkplace.org for details.

We believe that building a better business means engaging with the communities in which we work and invest. We encourage and support community engagement. Our community program uses a global-and-local approach and is driven by the community involvement teams in many of our offices. Projects are organized locally and we partner with various service organizations within our communities dedicated to causes encompassing public service, learning, environmental efforts, healthcare, and military veterans.

Governance: We created a governance structure to promote responsibility and accountability for ESG matters across our company. Our single-class capital structure adheres to best practices in corporate governance. In February 2023, Udemy separated the roles of Chair of the Board and Chief Executive Officer, and appointed Mr. Lieberman as interim Chair of the Board. The change in control agreements for our CEO and all executives utilize only “double-trigger” severance provisions. Udemy maintains an ESG committee with participation from executive management and senior members of our operations, finance, marketing, people, and legal teams. The ESG committee meets quarterly and reports to executive management and to the nominating and corporate governance committee. Our Code of Conduct sets forth the ethical standards that employees must abide by and our Whistleblower Policy includes the process to report misconduct through independent mechanisms that safeguard the rights of whistleblowers.

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Director Compensation

Under our Outside Director Compensation Policy, each non-employee director receives annual compensation consisting of a combination of cash and equity-based compensation. Management directors do not receive any additional compensation for services as a director. Each non-employee director receives an annual retainer of $35,000 and additional retainers as set forth below.

Directors who serve on Board committees receive additional retainer amounts annually for their committee responsibilities as set forth below. The lead independent director receives an additional $15,000 annual retainer. All cash payments to non-employee directors are paid quarterly in arrears on a pro-rated basis.

In addition, each non-employee director receives RSUs valued at $360,000 upon first becoming a director, vesting in three equal annual installments subject to continued service as a non-employee director. Each non-employee director also receives RSUs valued at $180,000 per year, granted on the date of the annual stockholder meeting. Board members who are appointed at any time other than at the annual meeting receive a prorated first annual RSU award based upon the number of days from their election date until the next annual stockholder meeting. The annual RSU grants vest on the earlier of the first anniversary of grant or the date of the next annual meeting, subject to continued service as a non-employee director. On June 15, 2022, each non-employee director serving at the time received 15,490 RSUs valued at approximately $180,000.

In the event of our change in control, all outstanding and unvested equity awards held by our non-employee directors will accelerate and fully vest.

Stock Ownership Guidelines for Non-Employee Directors

In 2022, our Board established Stock Ownership Guidelines applicable to our non-employee directors. Pursuant to the Stock Ownership Guidelines, each non-employee director must own a number of shares with a value, measured on the last day of each fiscal year, equal to three times the annual cash retainer paid to such non-employee director for service on the Board, which is currently $105,000. Each non-employee director must comply with this requirement by the earlier of December 2027 or the end of the fiscal year that includes the five-year anniversary of the date such non-employee director was first elected or appointed to our Board. Only shares held by a non-employee director, directly or indirectly, qualify toward satisfaction of our Stock Ownership Guidelines. Shares underlying equity-based incentives, such as unexercised stock options or unvested RSUs, do not qualify toward satisfaction of our Stock Ownership Guidelines.

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2022 Director Compensation

Information provided in the following table reflects the compensation delivered to our non-employee directors for 2022:

Directors’ Outstanding Equity Awards at 2022 Fiscal-Year End

The following table provides information about the equity awards outstanding as of the end of our last fiscal year for our non-employee directors who served during fiscal 2022.

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Proposal No. 2

Stockholder Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

We encourage you to review the CD&A section of this Proxy Statement and vote to approve the compensation of our named executive officers as disclosed therein and in the accompanying tables and narrative discussion contained in this Proxy Statement. Pursuant to Section 14A of the Exchange Act and in accordance with SEC rules, we are providing our stockholders with the opportunity to vote at the annual meeting on this advisory proposal regarding the compensation of our named executive officers (commonly referred to as “say-on-pay”) one year in advance of when we are required to do so. Although your vote is advisory and not binding on our Board, our compensation committee and our Board will carefully consider the voting results and take them into consideration when making future decisions regarding executive compensation policies and procedures. This Proxy Statement also contains a say-on-pay frequency vote, for which we recommend a say-on-pay vote every year.

Our executive compensation programs have played a key role in our ability to attract and retain a highly experienced, successful team to manage our Company and drive strategic and financial results for our stockholders. We believe our executive compensation programs are well structured to further our business objectives and support our culture. We believe that our compensation programs help further engage our workforce and position us to deliver long-term results for our stockholders, our customers, our learners, and our instructors.

We believe our executive compensation programs strike the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to value creation for our stockholders. This balance is evidenced by the following:

In addition, as we evolve as a relatively new publicly traded company, we expect to continue to align our executive compensation programs with best practices and to improve and enhance our executive compensation programs to incentivize long-term value creation.

We are asking our stockholders to approve the compensation of our named executive officers as described in this proxy statement by voting in favor of the following resolution:

“RESOLVED, that the stockholders of Udemy, Inc. approve, on an advisory basis, the compensation of Udemy, Inc.’s named executive officers, as disclosed in Udemy, Inc.’s proxy statement for the 2023 annual meeting of stockholders pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and related narrative disclosures.”

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Compensation Discussion and Analysis

This section describes the compensation of our principal executive officer, principal financial officer, and three other most highly compensated executive officers for the fiscal year ended December 31, 2022. We refer to these executives as our “named executive officers” or “NEOs.”

Corporate Highlights

We ended our first full year as a public company with strong results despite a challenging macroeconomic environment. Financial highlights from 2022 include:

Additional highlights and developments from 2022 include:

In early January 2023 we announced the retirement of current President & CEO Gregg Coccari, and his engagement as a transition advisor through early 2024. We also announced the promotions of Greg Brown, our President, Udemy Business, to CEO, and Stephanie Stapleton Sudbury, our Senior Vice President of Customer Success, to President, Udemy Business, as well as the hiring of Karen Fascenda as our Chief People Officer and Nathan Blain as our General Manager of Cohort Learning.

For an explanation of the key business and non-GAAP financial metrics discussed above, please see “Other Matters—Explanation of Performance Metrics and Non-GAAP Financial Measures.”

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Investor Outreach: Connecting with our Stockholders

We plan to engage our major stockholders prior to our 2023 annual stockholders meeting to provide greater insight into our 2022 executive compensation decisions and the changes we have made to our executive compensation program to align with best practices. We have decided to voluntarily hold our first say-on-pay vote this year, which is not required until 2024. We believe it is important to start a transparent dialogue with our stockholders, including providing them an opportunity to vote on our executive compensation practices ahead of the required implementation in conjunction with our first say-on-pay frequency vote. We are recommending that we hold our say-on-pay votes annually to also align with best practices.

2022 Executive Officer Compensation Program Highlights

Our compensation programs continue to center on a pay for performance philosophy. The compensation actions we took in 2022 are directly aligned with this belief to help ensure management’s interests are aligned with those of our stockholders.

Annual Compensation in 2022 (Supplemental Table)

The following table shows, for each named executive officer, base salary earned in 2022, cash bonus earned for 2022 performance and paid in 2023, and the grant date fair value of equity awards granted to them during 2022 (calculated in accordance with ASC 718). This supplemental table enables investors to better understand the actions of our compensation committee in setting annual compensation for our executives.

This supplemental table is not, however, intended to be a substitute for the information provided in the Summary Compensation Table in this Proxy Statement, which has been prepared in accordance with the SEC’s disclosure rules. The information contained in this supplemental table differs from the total direct compensation information contained in the Summary Compensation Table for 2022 in two material respects. This table omits (i) the modification value of equity-based incentive awards granted in prior years and exchanged during 2022 under the Exchange Program, (ii) housing assistance payments made to Mr. Coccari during 2022 and (iii) matching 401(k) contributions.

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2023 Executive Officer Compensation Program Modifications

For 2023, our compensation committee approved some key changes to our executive compensation program:

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We endeavor to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. We designed our executive compensation program to attract, retain, and reward top quality executive management, provide incentives that motivate and reward performance, ensure that executive compensation is meaningfully related to the creation of long-term stockholder value, and provide total compensation that is competitive in the markets where we seek executive talent. Our compensation committee closely considers our compensation philosophy and objectives, as well as corporate performance when making executive compensation decisions. For 2022, the following executive compensation policies and practices were in place to drive performance and minimize behaviors that we do not believe serve our stockholders’ long-term interests.

Compensation Framework Highlights

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Compensation Decision Roles

Our compensation committee has final approval of all compensation recommendations for our named executive officers, including our CEO. The committee has engaged Compensia, an independent executive compensation consulting firm, to provide advice and assistance to the committee when making decisions. Compensia reports to the compensation committee, and all services provided by Compensia are on behalf of the committee.

Setting Executive Compensation

In determining appropriate compensation opportunities for our NEOs, the compensation committee reviews competitive market data provided by Compensia on compensation practices among a peer group of companies with similar characteristics. On behalf of the committee, Compensia conducts an annual review of the compensation practices of our peer group.

Our peer group is established using a set of guiding principles:

In May 2021, prior to the Company’s initial public offering, the compensation committee directed Compensia to develop the Company’s initial peer group for assessing competitive compensation practices. In June 2021, Compensia recommended to the compensation committee the following peer group consisting of 20 publicly traded technology companies, which the committee subsequently approved. The selected companies had last four quarters revenues ranging from $294 million to $1,408 million, with a median of $530 million, and 30-day average market capitalizations in May 2021 ranging from $1,219 million to $12,620 million, with a median of $6,164 million. At the time of approval, we were positioned at the 52^nd percentile for revenue and believed our market

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capitalization after our IPO would align with the 50^th percentile. The companies comprising the compensation peer group were as follows:

This compensation peer group was used by the compensation committee, together with other relevant data, in connection with its annual review of our executive compensation program in 2022.

The compensation committee reviews our compensation peer group at least annually and adjusts its composition as necessary or appropriate, taking into account changes in both our business and the businesses of the companies in the compensation peer group. We refreshed our peer group in August 2022. Compensia undertook a detailed review of the prior peer group and recommended deletions of companies that were no longer aligned with our selection criteria and proposed additions that better conformed to our criteria. They recommended the replacement of seven peer companies with seven new companies, many of whom had conducted their initial public offering in 2021 and then during 2022 had published their first proxy statement. Compensia recommended replacing Aspen Technology, Elastic N.V., Five9, Medallia, Paylocity, Smartsheet, and Stride with Coursera, Duolingo, KnowBe4, Ping Identity, PowerSchool Holdings, Skillsoft, and Zuora, which recommendation the compensation committee later approved. This revised peer group was used by the compensation committee in connection with its annual review of our executive compensation program in early 2023.

Compensation Positioning

Our compensation committee does not use a single method or measure in approving the target total direct compensation opportunities or each individual compensation element for our executive officers, nor is the weighting of any one factor on the determination of pay components and levels quantifiable in comparison to the other factors. The factors below, which our compensation committee considers when approving the amount of each compensation element for our executive officers, provide a framework for its compensation decision-making:

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Elements of Compensation

During 2022, the principal elements of our compensation program for our executive officers, including our named executive officers, consisted of base salary, annual cash incentive compensation, and long-term incentive compensation delivered in the form of restricted stock units, or RSUs, that are settled in shares of our common stock upon satisfaction of time-based vesting conditions. While the pay mix may vary year to year, the ultimate goal is to achieve our compensation objectives as described above.

Our executive officers also participate in the standard employee benefit plans available to most of our employees. In addition, our executive officers are eligible for post-employment (change in control) payments and benefits under certain circumstances. Our executive officers may receive severance payments upon termination of employment under certain circumstances as well.

Base Salary

We believe that a competitive base salary is a necessary element of our executive compensation program, so that we can attract and retain a world class management team that is focused on building a sustainable enterprise for the future. The compensation committee seeks to set competitive base salaries, comparable to market standards, that are equitable across the executive team based on level of impact and contributions.

The compensation committee reviews the base salaries of our executive officers, including our named executive officers, annually and makes adjustments to their base salaries as it determines to be necessary or appropriate.

In May 2022, the compensation committee reviewed the base salaries of our executive officers, including our named executive officers, taking into consideration a competitive market analysis performed by Compensia and the recommendations of Mr. Coccari, as well as the other factors described above. Following this review, the compensation committee set the base salaries of our executive officers for 2022 at levels that it believed were appropriate to maintain their competitiveness. The size of the increases reflects the differences between private and public company executive officers, with public companies tending to pay higher cash compensation. In addition, market conditions at the time showed that many companies were increasing base salaries more than in

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the past to address the significant rise in inflation. Mr. Coccari’s base salary was not increased at his request as he preferred to focus our cash compensation budget on our other employees to increase retention. The base salaries paid to our named executive officers for 2022 were as follows:

Annual Incentive Bonus Plan

We use annual cash bonuses to motivate our executive officers, including our named executive officers, to achieve our short-term financial and operational objectives while making progress towards our longer-term growth and other goals. Consistent with our executive compensation philosophy, these annual cash bonuses are intended to help us deliver a competitive total direct compensation opportunity to our executive officers. Annual cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year to year.

Typically, the compensation committee establishes target bonus opportunities pursuant to a formal cash bonus plan that measures and rewards our executive officers for our actual corporate and individual performance over our fiscal year. The cash bonus plan is designed to pay above-target bonuses when we exceed our annual corporate objectives and below-target bonuses (or no bonuses) when we do not achieve these objectives.

In 2022, the compensation committee determined to award cash bonus opportunities to our executive officers, including our named executive officers, pursuant to the Bonus Plan.

Target Bonus Opportunities

In February 2022, the compensation committee reviewed the target bonus opportunities of our executive officers, including for our named executive officers, taking into consideration a competitive market analysis performed by Compensia and the recommendations of our former chief executive officer, as well as the other factors described above. Following this review, Ms. Blanchard’s target bonus opportunity was increased to 70%. No other adjustments to the target bonus opportunity for our named executive officers for fiscal year 2022 were made as it was determined that the current target bonus opportunities were appropriate and sufficiently market competitive. For fiscal year 2022, the target bonus opportunities for each of our named executive officers under the Bonus Plan, expressed as a percentage of their annual base salary, were as follows:

The target annual cash bonus opportunities of our executive officers, including the named executive officers, were weighted 75% on corporate performance objectives and 25% on individual performance objectives. The compensation committee determined this allocation to be appropriate to focus our executive officers on our short-term financial objectives as reflected in our annual operating plan while, at the same time, recognizing their contributions to the achievement of these objectives and the successful execution of their individual roles and responsibilities.

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Corporate Performance Objectives

Under the Bonus Plan, the corporate performance measures were annual revenue (the “Revenue Goal”), which was afforded 75% weighting of corporate performance, and adjusted EBITDA margin (the “Adjusted EBITDA Margin Goal”) which was afforded 25% weighting of corporate performance. If either corporate performance goal was not achieved at least at threshold, then payout would have been zero for both corporate performance goals, regardless of whether we achieved the other corporate performance goal above threshold. The compensation committee believed these performance measures were appropriate for our business given the importance of responsible but meaningful revenue growth in 2022, our first full year as a public company. The compensation committee established target performance levels for these measures that it believed to be challenging, but attainable, through the successful execution of our annual operating plan.

Revenue Goal

For actual revenue results between performance levels (i.e., between threshold and target or between target and maximum), the payment amount is calculated on a linear basis based on the percentage achievement between performance levels.

Adjusted EBITDA Margin Goal

* Adjusted EBITDA Margin is a non-GAAP financial measure. For information on how this measure is calculated, see “Other Matters—Explanation of Performance Metrics and Non-GAAP Financial Measures.”

The Adjusted EBITDA Margin Goal was a binary goal in our Bonus Plan. If our adjusted EBITDA margin had been below (10.5)%, the entire corporate performance component of our Bonus Plan would have been zero, regardless of our revenue performance, in order to incentivize thoughtful spending in pursuit of revenue growth. At or above (10.5)% but below (9.6)% adjusted EBITDA margin, the Adjusted EBITDA Margin Goal payout would have been zero, but we would have received credit for our revenue performance. Upon achievement of (9.6)% or higher adjusted EBITDA margin, the Adjusted EBITDA Margin Goal is considered 100% achieved and pays out in full. Going forward, we plan to leverage thresholds, targets, and maximums for corporate performance goals rather than binary targets and payouts.

Individual Performance Objectives

In addition to the corporate performance objectives, the target annual cash incentive for our executive officers, including our named executive officers, were also based on each executive officer’s achievement against their individual performance objectives. For each named executive officer, payment for the individual performance component of the Bonus Plan is 25% of such executive officer’s target annual cash incentive. Individual performance objectives for each executive officer were established at the beginning of the year in discussions with our chief executive officer. These objectives could be quantitative or qualitative goals, depending on the organizational priorities for a given year, and typically focused on key departmental or operational objectives or functions. After the end of the year, Mr. Coccari submitted bonus recommendations to the compensation committee for review and approval. Going forward, we are discontinuing the use of individual performance objectives for determination of executive officer bonuses, and instead relying 100% on measurable corporate performance objectives.

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2022 Performance Results and Bonus Decisions

In 2022, the compensation committee determined that our actual achievement with respect to the corporate performance objective under the 2022 bonus was as follows:

The compensation committee determined that, based on our actual achievement of the Revenue Goal and the Adjusted EBITDA Margin Goal for 2022, the corporate performance objective was achieved, in the aggregate, at a 50.1% level. Based on its review of our overall corporate performance, and taking into account each named executive officer’s 100% attainment of their individual performance objectives for 2022, the compensation committee approved bonus payments as follows for our named executive officers, which were paid in March 2023:

The annual cash bonuses paid to our named executive officers for 2022 are set forth in the “2022 Summary Compensation Table” below.

Long-Term Incentive Compensation

2022 Executive Equity Grants

We use long-term incentive compensation in the form of equity-based awards to motivate our executive officers, including our named executive officers, by providing them with the opportunity to build an equity interest in Udemy and to share in the potential appreciation of the value of our common stock. Like many companies, especially in the technology sector, prior to our IPO we relied on stock options for long-term incentive compensation. Following our IPO, we shifted to RSUs as the principal vehicle for delivering long-term incentives. Our compensation committee believes RSUs are an appropriate and useful equity incentive for our executives because they incentivize while generally using fewer shares of common stock than stock options, offer value to the recipient even in the absence of stock price appreciation (promoting retention), but also provide incentives to our executive team that are aligned with our stockholders as the value of an RSU increases with an increase in the value of the underlying share of our stock.

In determining the size of the equity awards granted to our executive officers, the compensation committee considers the recommendations of our chief executive officer as well as the other factors described above. The compensation committee also considers the existing equity holdings of each executive officer, including the current economic value of their unvested equity awards and the ability of these unvested holdings to satisfy our retention objectives. The compensation committee also considers the dilutive effect of our long-term incentive compensation practices, and the overall impact that these equity awards, as well as awards to other employees, will have on stockholder value.

In May 2022, the compensation committee approved RSU grants for our executive officers other than Mr. Coccari to retain such executive officers and in recognition of each person’s individual potential for future impact and

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contributions to Udemy. Mr. Coccari requested that he not receive a grant in 2022 so that the shares could be granted to other employees to facilitate their retention. The equity awards granted to our named executive officers in 2022 are set forth in the table below. Each RSU award vests in 16 equal quarterly installments beginning August 15, 2022, subject to continued service.

Option Exchange Program

In July 2022 we commenced an exchange offer to eligible employees, including certain of our named executive officers, offering the opportunity to exchange certain stock options and stock appreciation rights with an exercise price per share equal to or greater than $11.13 for RSUs on a one-for-one basis (the “Exchange Program”). We implemented the Exchange Program to address serious employee retention concerns. In the year leading up to our IPO in October 2021, more than half of our employees received nearly 8.2 million stock options with exercise prices between $11.13 and $34.14. By early 2022, our stock price had fallen to between $10 and $15, while at the same time we were contending with a very competitive labor market—in the first half of 2022, our attrition rate was more than 25% on an annualized basis. In an effort to slow employee attrition and continue to manage our business without undue disruption, we decided that the most effective approach would be to allow our employees with stock options priced at or above $11.13 to exchange them for RSUs covering the same number of shares, but with a new vesting schedule of two to three years following the exchange. RSUs received in the Exchange Program by our named executive officers are set forth below. Gregg Coccari, our CEO at the time, was not eligible to participate in the Exchange Program.

Due to the urgency of this situation, we determined that obtaining formal stockholder approval of the Exchange Program would unduly delay our ability to communicate our intention to employees and thus would materially jeopardize the desired retention effect. We recognize that obtaining stockholder approval for a program such as this is preferred by stockholders generally. However, it is worth noting that members of our Board, who unanimously approved the Exchange Program, represented voting power covering 49% of our outstanding shares at the time. We further recognize that most exchange programs are conducted on a less generous basis than one RSU for each exchanged stock option. However, by the time we launched the Exchange Program in 2022, our stock price had depreciated to the point that the value of the RSU awards we were granting to newly hired employees at that time was substantially equivalent to the value of the stock options we were granting to newly hired employees in the same roles in 2020 and 2021.

The compensation committee wants stockholders to know that the committee has stockholders’ best interests in mind. To demonstrate the compensation committee’s accountability in promoting stronger alignment between management and stockholders, we have adopted new initiatives relating to executive compensation:

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Stock Ownership Guidelines

In 2022 we adopted Stock Ownership Guidelines that prescribe required levels of stock ownership and the timeline for achieving the required levels. These guidelines are designed to further strengthen and align our leadership with stockholders’ interests. As of March 2023, all NEOs are either meeting or on track to meet the required holdings based on the ownership levels required. Only shares held by an executive, directly or indirectly, qualify toward satisfaction of our Stock Ownership Guidelines. Shares underlying equity-based incentives, such as unexercised stock options or unvested RSUs, do not qualify toward satisfaction of our Stock Ownership Guidelines.

Clawback Policy

In 2022, our Board adopted a Clawback Policy that covers all forms of incentive compensation paid to current and former executive officers. Under the terms of the policy, incentive compensation may be required to be repaid if the covered executive’s misconduct or willful omission results in a material accounting restatement, and it is determined that such misconduct resulted in an overpayment of incentive compensation. We intend to amend this Clawback Policy or adopt a new policy consistent with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act once applicable Nasdaq listing standards implementing such rule have been finalized.

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We offer a 401(k) retirement plan, including an employer matching contribution, to our employees (including our NEOs) as a part of our overall compensation strategy. We generally do not offer any enhanced or additional benefits to our NEOs that our employees do not also receive.

Employment Agreements

We have entered into employment agreements with all NEOs and other selected senior executives. The employment agreements with our NEOs specify annual base salary and annual performance-based cash target bonus amounts for each executive, calculated as a specified percentage of the executive’s base salary. The performance measures are determined by the compensation committee annually and are consistent with the measures applied to other senior executives. The employment agreements have no specific term.

Mr. Coccari’s employment agreement provides that for the duration of his employment, we will reimburse his temporary housing and travel expenses to and from his home in Southern California, in an amount not to exceed $10,000 per month, plus an additional amount necessary to make such payments tax neutral to him. Mr. Coccari’s housing payments ceased at the end of 2022. In connection with Mr. Coccari’s retirement in early 2023, we entered into a one-year consulting agreement with him effective as of February 28, 2023. Among other things, the consulting agreement provides that Mr. Coccari will provide transitional advisory advice and other assistance as requested by our new chief executive officer, not to exceed 10 hours per month. Mr. Coccari’s existing equity incentive awards will continue to vest during the term of the consulting agreement and he will continue to be deemed a “service provider” for purposes of Udemy’s equity incentive plans.

Change in Control and Severance Agreements

We compete for executive talent, and we believe that providing severance protection plays an important role in attracting and retaining key executives and enabling them to focus on the Company’s strategic goals. To this end, we also enter into change in control and severance agreements with our executives. The agreements provide for severance payments under certain circumstances, which are discussed in more detail in the “Potential Payments Upon Termination or Change in Control Table” contained in this Proxy Statement. Such agreements eliminate the need to negotiate severance payments and benefits on a case-by-case basis. They also help assure an executive officer that their severance payments and benefits are comparable to those of other executive officers with similar levels of responsibility and tenure. Finally, they act as an incentive for our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our stockholders in the transaction.

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Compensation Committee Report

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis (the “CD&A”) contained in this Proxy Statement. Based on this review and discussion, the compensation committee has recommended to the Board that the CD&A be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Our compensation committee is comprised of two independent directors who meet independence, experience, and other qualification requirements of the Nasdaq listing standards, and the rules and regulations of the SEC. Ms. Schechtman is the chair of our compensation committee. The compensation committee operates under a written charter adopted by the Board. Our charter can be viewed on our website at investors.udemy.com under “Corporate Governance.”

We have relied on management’s representation that the CD&A presented in this Proxy Statement has been prepared with integrity and objectivity and in conformity with SEC regulations. Based upon our review and discussion with management, we recommended to the Board that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report.

THE COMPENSATION COMMITTEE

Natalie Schechtman (Chair)

Jeffrey Lieberman

Compensation Program Risk Assessment

We assess our executive compensation and benefits programs to determine whether the programs’ provisions and operation create undesired or unintentional material risk. The risk assessment process includes a review of our compensation program policies and practices, such as our performance-based executive compensation programs and Stock Ownership Guidelines, to ensure that the interests of our executives are aligned with those of our stockholders by encouraging long-term superior performance without encouraging excessive or unnecessary risk-taking. We regularly review and audit our executive bonus plans to ensure short-term incentives are appropriately linked to business outcomes, and such reviews are shared with the compensation committee.

We have reviewed all of our executive compensation programs and found none that would be reasonably likely to have a material adverse effect on the Company. Our performance-based executive compensation program, as described more fully in CD&A, coupled with our Stock Ownership Guidelines, aligns the interests of our executives with stockholders by encouraging long-term superior performance without encouraging excessive or unnecessary risk taking. The compensation committee, with the guidance and assistance of its independent compensation consultant, reviews and approves compensation components for all named executive officers and other executive officers. Annual incentives for executives are reviewed each year and payments are subject to compensation committee discretion. The bonus plans for other team members are linked to financial, customer or operating measures. All our employees (including executive officers) and directors are subject to our Insider Trading Policy, which prohibits hedging existing ownership positions in the Company’s securities, short selling the Company’s stock, purchasing or selling derivative securities, and pledging Company stock or holding it in a margin account.

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Additional Information Regarding

Executive Compensation

Summary Compensation Table

The following Summary Compensation Table provides the compensation earned by our chief executive officer, principal financial officer, and the other three most highly compensated executive officers as of the end of each of the last three completed fiscal years.

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Grants of Plan-Based Awards in 2022

The following table sets forth information concerning grants of cash and stock-based awards made under our annual and long-term incentive plans during 2022. The threshold, target, and maximum non-equity incentive award amounts shown in the table represent the amounts to be paid if our performance had met the respective levels of the applicable performance measures. The performance measures are more fully described under the heading “Annual Incentive Bonus Plan” in the CD&A.

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Outstanding Equity Awards at 2022 Fiscal Year-End

The following table provides information concerning stock-based awards granted to our named executive officers that were outstanding at the end of our last fiscal year.

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Option Exercises and Stock Vested in 2022

The following table sets forth information with respect to our NEOs who vested in stock awards or exercised options during 2022. The values realized on exercise or vesting do not reflect the sale price of the shares or whether a sale was made.

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Potential Payments upon Termination of Employment or Change in Control

The following table describes the potential payments that would have been provided to each of our named executive officers pursuant to the applicable change in control and severance agreement in the event that they were terminated without “cause” (excluding death or disability) or they resigned for “good reason” (as defined in the applicable agreement) outside of, and within, the applicable change in control period under such change in control and severance agreements (which period begins three months before the occurrence of a change of control and ends twelve months after the occurrence of a change of control), assuming such termination occurred on December 31, 2022 and the applicable release requirement is satisfied.