Companies Upland Software, Inc.
Upland Software (UPLD): executive pay, fiscal 2025
Free brief. Every figure links to the company’s own filing.
Velarion Intel: free for 3 days, no card →Email me Upland Software, Inc.’s executive pay brief as a PDF
You get it on this page the moment you ask, and a copy by email. Every figure is cited to its filing.
After the PDF, up to three short notes on the deeper reports for this company. Reply “unsubscribe” to any of them, any time.
CEO pay, last three years
- $2,915,546FY2023
- $3,903,514FY2024
- $4,774,820FY2025
CEO total pay was $4,774,820 in fiscal 2025, up from $3,903,514 in fiscal 2024.
FY2025: salary $500,000 · bonus $0 · stock awards $4,235,000 · option awards $0
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| John McDonald | $500,000 | $0 | $4,235,000 | $0 | $0 | $0 | $39,820 | $4,774,820 |
| Chief Executive Officer, President, and Chair | ||||||||
| Daniel Doman | 447,917 | 0 | 1,286,500 | 0 | 0 | 0 | 0 | 1,734,417 |
| Chief Product and Operating Officer | ||||||||
| Michael Hill | 300,000 | 0 | 317,800 | 0 | 0 | 0 | 0 | 617,800 |
| Chief Financial Officer, Treasurer, and Corporate Secretary | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| John McDonald | $4,774,820 | $3,903,514 | $2,915,546 | ↑ +871,306 |
| Daniel Doman | 1,734,417 | 1,049,191 | 1,152,000 | ↑ +685,226 |
| Michael Hill | 617,800 | 790,382 | 1,227,000 | ↓ −172,582 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
We compensate our NEOs for achievement of predetermined short term and long term financial and operating goals by having modest base salaries, limited perks, no deferred compensation, pensions or gross ups, while compensation is tied to significant equity value increases to align performance with shareholder return and market-based competitive severance.
| CEO STI target (% of salary) | 200% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Korn Ferry |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Matt Breslin | RSU | 2024-01-29 | — | — | 150,000 | — | $643,500 |
| Karen Cummings | RSU | 2024-01-29 | — | — | 150,000 | — | 643,500 |
| John McDonald | PSU | — | — | — | — | — | 4,235,000 |
| Daniel Doman | PSU | — | — | — | — | — | 1,286,500 |
| Michael Hill | PSU | — | — | — | — | — | 317,800 |
| Oliver Yates | RSU | 2024-01-29 | — | — | 135,000 | — | 579,150 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Matt Breslin | $643,500 | $0 | $0 | 0.0% |
| Karen Cummings | 643,500 | 0 | 0 | 0.0% |
| John McDonald | 0 | 4,235,000 | 0 | 100.0% |
| Daniel Doman | 0 | 1,286,500 | 0 | 100.0% |
| Michael Hill | 0 | 317,800 | 0 | 100.0% |
| Oliver Yates | 579,150 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Michael Hill | RSU | 33,333 | — | $47,666 |
| Michael Hill | RSU | 46,667 | — | 66,734 |
| Daniel Doman | RSU | 50,000 | — | 71,500 |
| John McDonald | RSU | 83,333 | — | 119,166 |
| Daniel Doman | RSU | 100,000 | — | 143,000 |
| John McDonald | RSU | 166,667 | — | 238,334 |
| John McDonald | RSU | 250,000 | — | 357,500 |
| Daniel Doman | RSU | 291,667 | — | 417,084 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| David D. MayIndependent · Lead Independent Director · Audit · Compensation (Chair) · Nominating/Governance | $74,500 | $53,000 | $0 | — | $0 | $127,500 |
| Stephen E. CourterIndependent · Audit (Chair) · Compensation | 55,000 | 53,000 | 0 | — | 0 | 108,000 |
| Teresa Miles WalshIndependent · Audit · Nominating/Governance (Chair) · Nominating AndGovernance (Chair) | 47,500 | 53,000 | 0 | — | 0 | 100,500 |
| David ChungIndependent · Audit · Compensation · Nominating/Governance | 47,500 | 53,000 | 0 | — | 0 | 100,500 |
| Timothy W. MattoxNot independent | 30,000 | 53,000 | 0 | — | 0 | 83,000 |
| John T. (Jack) McDonaldEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $30,000 |
|---|---|
| Annual equity retainer | $175,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 12,000 / 7,500 |
| Stock ownership guideline | Competitive stock ownership guidelines |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $254,500 |
| Equity awards (grant-date value) | $265,000 |
| All other compensation | $0 |
| Total cost of the board | $519,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Upland Software as a peer
Companies that benchmark against UPLD
14 companies name UPLD as a compensation peer
The list of companies that name UPLD as a peer is temporarily unavailable — recheck shortly.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Upland Software, Inc. | 2025 | John McDonald | $500,000 | $4,235,000 | $0 | $0 | $4,774,820 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-03 | 17,103,870 | 2,215,172 | 116,979 | 88.53% | Passed |
| 2025 | 2025-06-04 | 23,036,791 | 1,297,046 | 25,820 | 94.67% | Passed |
| 2024 | 2024-06-05 | 2,823,414 | — | — | — | — |
| 2023 | 2023-06-07 | 24,194,028 | 5,249,359 | 15,513 | 82.13% | Passed |
| 2022 | 2022-06-08 | 3,305,127 | 15,515,165 | 29,420 | 17.53% | Failed |
| 2021 | 2021-06-09 | 23,191,501 | 1,614,491 | 28,923 | 93.38% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-03 | 88.53%a |
| 2025 | 2025-06-04 | 94.67%b |
| 2024 | 2024-06-05 | —c |
a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast and will, therefore, have no effect on the outcome of the vote.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast and will, therefore, have no effect on the outcome of the vote.”.
c. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| John T. McDonald | Director | 2026-04-30 | D | 250,000 | $0 | $0 | Derivative, Class A Common | Form 4 ↗ |
| John T. McDonald | Director | 2026-04-30 | A | 250,000 | 0 | 0 | Common | Form 4 ↗ |
| Sean Nathaniel | CEO and President | 2026-06-04 | A | 133,333 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Sean Nathaniel | CEO and President | 2026-06-04 | A | 500,000 | 0 | 0 | Common | Form 4 ↗ |
| Michael Hill | CFO, Treasurer & Secretary | 2026-06-16 | D | 8,931 | 1 | 5,416 | Common | Form 4 ↗ |
| Daniel Doman | Chief Operating & Product Ofcr | 2026-06-16 | D | 29,515 | 1 | 17,898 | Common | Form 4 ↗ |
| Sean Nathaniel | CEO and President | 2026-06-16 | D | 18,605 | 1 | 11,282 | Common | Form 4 ↗ |
| Timothy W. Mattox | Director | 2026-07-31 | D | 1,000 | 4 | 4,480 | Common | Form 4 ↗ |
| Timothy W. Mattox | Director | 2026-08-03 | D | 1,000 | 4 | 4,450 | Common | Form 4 ↗ |
| Timothy W. Mattox | Director | 2026-08-04 | D | 1,000 | 4 | 4,330 | Common | Form 4 ↗ |
| Timothy W. Mattox | Director | 2026-08-05 | D | 1,000 | 5 | 4,530 | Common | Form 4 ↗ |
| Timothy W. Mattox | Director | 2026-08-06 | D | 1,000 | 4 | 4,270 | Common | Form 4 ↗ |
| Timothy W. Mattox | Director | 2026-08-07 | D | 847.4 | 4 | 3,627 | Common, open-market sale | Form 4 ↗ |
| Jennifer L. Simon | Chief Financial Officer | 2026-08-17 | A | 30,000 | 0 | 0 | Common | Form 4 ↗ |
| Jennifer L. Simon | Chief Financial Officer | 2026-08-17 | A | 6,666 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Sean Nathaniel | CEO and President | 2026-09-16 | D | 1,640 | 4 | 6,470 | Common | Form 4 ↗ |
| Jennifer L. Simon | Chief Financial Officer | 2026-09-16 | D | 1,117 | 4 | 4,407 | Common | Form 4 ↗ |
| Daniel Doman | Chief Operating & Product Ofcr | 2026-09-16 | D | 2,952 | 4 | 11,646 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (41 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, John McDonald. DEF 14A, filed 2026-04-20. Section “Summary Compensation Table” · page 22. As printed: 4,774,820. View filing ↗
- Section 01, Daniel Doman. DEF 14A, filed 2026-04-20. Section “Summary Compensation Table” · page 22. As printed: 1,734,417. View filing ↗
- Section 01, Michael Hill. DEF 14A, filed 2026-04-20. Section “Summary Compensation Table” · page 22. As printed: 617,800. View filing ↗
- Section 03, Matt Breslin RSU. DEF 14A, filed 2025-04-21. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Karen Cummings RSU. DEF 14A, filed 2025-04-21. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, John McDonald PSU. DEF 14A. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Daniel Doman PSU. DEF 14A. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Michael Hill PSU. DEF 14A. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 03, Oliver Yates RSU. DEF 14A, filed 2025-04-21. Section “EXECUTIVE COMPENSATION” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. 10-K, filed 2026-03-03. Section “CEO Pay Ratio”. As printed: —. View filing ↗
- Section 08, David D. May. DEF 14A, filed 2026-04-20. Section “Director Compensation”. As printed: 127,500. View filing ↗
- Section 08, Stephen E. Courter. DEF 14A, filed 2026-04-20. Section “Director Compensation”. As printed: 108,000. View filing ↗
- Section 08, Teresa Miles Walsh. DEF 14A, filed 2026-04-20. Section “Director Compensation”. As printed: 100,500. View filing ↗
- Section 08, David Chung. DEF 14A, filed 2026-04-20. Section “Director Compensation”. As printed: 100,500. View filing ↗
- Section 08, Timothy W. Mattox. DEF 14A, filed 2026-04-20. Section “Director Compensation”. As printed: 83,000. View filing ↗
- Section 08, John T. (Jack) McDonald. DEF 14A, filed 2026-04-20. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, John T. McDonald 2026-04-30. Form 4, filed 2026-05-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, John T. McDonald 2026-04-30. Form 4, filed 2026-05-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sean Nathaniel 2026-06-04. Form 4, filed 2026-06-08. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sean Nathaniel 2026-06-04. Form 4, filed 2026-06-08. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael Hill 2026-06-16. Form 4, filed 2026-06-16. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Daniel Doman 2026-06-16. Form 4, filed 2026-06-16. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sean Nathaniel 2026-06-16. Form 4, filed 2026-06-16. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy W. Mattox 2026-07-31. Form 4, filed 2026-08-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy W. Mattox 2026-08-03. Form 4, filed 2026-08-04. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy W. Mattox 2026-08-04. Form 4, filed 2026-08-06. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy W. Mattox 2026-08-05. Form 4, filed 2026-08-06. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy W. Mattox 2026-08-06. Form 4, filed 2026-08-10. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Timothy W. Mattox 2026-08-07. Form 4, filed 2026-08-11. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jennifer L. Simon 2026-08-17. Form 4, filed 2026-08-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jennifer L. Simon 2026-08-17. Form 4, filed 2026-08-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sean Nathaniel 2026-09-16. Form 4, filed 2026-09-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Jennifer L. Simon 2026-09-16. Form 4, filed 2026-09-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Daniel Doman 2026-09-16. Form 4, filed 2026-09-21. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-04. Item 5.07 · say-on-pay result. As reported: 88.53% (votes for as printed: 17,103,870). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-04. Item 5.07 · say-on-pay result. As reported: 94.67% (votes for as printed: 23,036,791). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2023-04-28. Item 5.07 · say-on-pay result. As reported: —. View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 254,500 + equity 265,000 + all other 0 = 519,500, summed across the director compensation table rows.
- Upland Software, Inc. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-20. CEO total compensation as printed in Upland Software, Inc.'s own proxy. As printed: 4,774,820. View filing ↗