upld-20230427

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Upland Software, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Upland Software, Inc.

401 Congress Avenue, Suite 1850

Austin, Texas 78701

April 28, 2023

Dear Stockholder:

You are cordially invited to attend our 2023 Annual Meeting of Stockholders. The Annual Meeting of Stockholders will be held at 401 Congress Avenue, Suite 1850, Austin, Texas 78701 on Wednesday, June 7, 2023, at 11:00 a.m. Central Daylight Time (the “Annual Meeting”).

The formal notice of the 2023 Annual Meeting of Stockholders and the Proxy Statement have been made a part of this invitation.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, please promptly vote and submit your proxy by dating, signing, and returning the enclosed proxy card in the enclosed postage-prepaid envelope. For your convenience, you may also vote via the Internet or by telephone. Instructions are located on the accompanying proxy card.

Your shares cannot be voted unless you submit your proxy, vote by telephone, mail or via the Internet, or attend the Annual Meeting.

The Board and management look forward to your participation at the Annual Meeting.


			Sincerely,

			Kin Gill
			Chief Legal Officer and Secretary

Upland Software, Inc.

401 Congress Avenue, Suite 1850

Austin, Texas 78701

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 7, 2023

To the Stockholders of Upland Software, Inc.:

The Annual Meeting of Stockholders for Upland Software, Inc. (“Upland”, “we”, “us”, or the “Company”) will be held at 401 Congress Avenue, Suite 1850, Austin, Texas 78701 on Wednesday, June 7, 2023, at 11:00 a.m. Central Daylight Time (the “Annual Meeting”), to consider the following matters:

1.To elect one Class III director to serve on the board of directors until our 2026 annual meeting of stockholders, or until a successor is duly elected and qualified;

2.To ratify the selection of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.To vote on a non-binding advisory basis to approve the compensation of our named executive officers;

4.To amend the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock from 50 Million to 75 Million;

5.To amend the Company’s Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as allowed by Delaware law;

6.To authorize, for purposes of complying with Nasdaq Listing Rules 5635(b) and (d), the issuance of shares of our common stock underlying shares of convertible preferred stock in an amount equal to or in excess of 20% of our common stock outstanding immediately prior to the issuance of such convertible preferred stock (including upon the operation of anti-dilution provisions contained in such convertible preferred stock) (the “Issuance Proposal”); and

7.To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

Our board of directors (the “Board”) has fixed the close of business on April 20, 2023, as the record date for determining holders of our common stock entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof (the “Record Date”). A complete list of such stockholders will be available for examination at our offices in Austin, Texas, during normal business hours for a period of ten days prior to the Annual Meeting. This Notice of 2023 Annual Meeting of Stockholders and accompanying Proxy Statement are being distributed or made available to stockholders beginning on or about April 28, 2023.

It is important that your shares are represented at this Annual Meeting. Even if you plan to attend the Annual Meeting, we hope that you will promptly vote and submit your proxy by dating, signing, and returning the enclosed proxy card or submitting your voting instruction via the Internet or telephone. This will not limit your rights to attend or vote at the Annual Meeting.


			By Order of the Board of Directors

			John T. McDonald
			Chief Executive Officer and Chair

ATTENDING THE ANNUAL MEETING

You do not need to attend to vote. You may vote by submitting a proxy card in advance or by telephone or the Internet.

If you wish to attend the meeting:

•Doors open at 10:30 a.m. Central Daylight Time.

•The meeting starts at 11:00 a.m. Central Daylight Time.

•All stockholders and proxy holders must register at the reception desk and provide evidence of ownership as of the Record Date, and only such persons will be permitted to enter the room and attend the meeting.

•The meeting will follow the agenda and rules of conduct provided to all stockholders and proxy holders upon entering the meeting.

•Subject to meeting rules, only stockholders of record or their proxy holders will be allowed to address the meeting and only after having been recognized. All questions and comments must be directed to the chair of the meeting.

•The purpose and order of the meeting will be strictly observed, and the chair’s or secretary’s determinations in that regard will be final, including any postponements or adjournments of the meeting.

•Media will not be allowed to attend the meeting. The taking of photographs and the use of audio and video recording devices will not be allowed.

QUESTIONS


For Questions Regarding:			Contact
The Annual Meeting			Upland Software, Inc. - Investor Relations (512) 960-1031
Stock ownership for registered holders			Broadridge Corporate Issuer Solutions, Inc. P.O. Box 1342 Brentwood, NY 11717 shareholder@broadridge.com (866) 321-8022 (within the U.S. and Canada) or (720) 378-5956 (worldwide)
Stock ownership for beneficial owners			Please contact your broker, bank or other nominee
Voting for registered holders			Broadridge Corporate Issuer Solutions, Inc. P.O. Box 1342 Brentwood, NY 11717 shareholder@broadridge.com (866) 321-8022 (within the U.S. and Canada) or (720) 378-5956 (worldwide)
Voting for beneficial owners			Please contact your broker, bank or other nominee

iii

TABLE OF CONTENTS


Proxy Statement and Information on Voting			1
Proposal One: Election of Directors			5
Directors and Corporate Governance			6
Director Compensation			15
Executive Officers			17
Security Ownership of Certain Beneficial Owners and Management			17
Certain Relationships and Related Party Transactions			19
Executive Compensation			20
Compensation Disclosure and Analysis			20
2022 Summary Compensation Table			29
Grant of Plan-Based Award Table for the Fiscal Year 2022			30
2022 Outstanding Equity at Fiscal Year-end			31
Option Exercises and Restricted Stock or Restricted Stock Unit Vesting During Fiscal Year 2022			32
Executive Employment and Other Arrangements			32
Potential Payments upon Termination or Change-in-Control			33
CEO Pay Ratio			35
Equity Compensation Plan Information			36
Pay Versus Performance			36
Audit Committee Report			41
Proposal Two: Ratification of Selection of Independent Registered Public Accounting Firm			42
Proposal Three: Advisory Vote to Approve the Compensation of our Named Executive Officers			42
Proposal Four: Approval of Amendment to Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 50 Million to 75 Million			44
Proposal Five: Approval of Amendment to Certificate of Incorporation to Provide for Exculpation of Certain Officers of the Company from Personal Liability under Certain Circumstances as Allowed by Delaware Law			46
Proposal Six: Approval of Issuance Proposal			47
Other Matters			51
Stockholders Sharing the Same Last Name and Address			52
Appendix A: Proposed Amendment to the Company's Amended and Restated Certificate of Incorporation			54
Proxy Card			57


Record Date						April 20, 2023
Quorum						A majority of combined shares of our common stock, par value $0.0001 per share (the “Common Stock”) and Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) (on an as-converted basis) outstanding on the Record Date must be present in person or by proxy to constitute a quorum at the Annual Meeting. Abstentions and any broker non-votes will be counted toward fulfillment of quorum requirements. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.
Shares Outstanding						There were 32,441,010 shares of Common Stock outstanding as of April 20, 2023.
Inspector of Election						A representative from Broadridge Financial Solutions, Inc. (“Broadridge”) will serve as the inspector of election.
Voting by Proxy						Stockholders of record on the Record Date may submit their proxy on the Internet, by phone, or by mail.
Appointment of Proxy Holders						The Board asks you to appoint Michael D. Hill and Kin Gill as your proxy holders to vote your shares at the Annual Meeting. You may make this appointment by voting the enclosed proxy card or by using one of the voting methods described below.
Voting Instructions; Voting at the Meeting						We encourage stockholders to vote in advance of the Annual Meeting, even if they plan to attend the meeting. Stockholders can vote in person during the meeting. Stockholders of record (those whose shares are registered directly in their name with Upland’s transfer agent, Broadridge) who attend the Annual Meeting in person may obtain a ballot from the inspector of election. Beneficial owners whose shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization and who attend the Annual Meeting in person must obtain a proxy from their broker, bank, or other nominee prior to the date of the Annual Meeting and present it to the inspector of election with their ballot. Voting in person during the meeting will replace any previous votes.
Voting Instructions; Voting by Proxy						All shares represented by valid proxies received prior to the meeting will be voted and, where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the stockholder’s instructions. If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board or you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the meeting.


Voting Instructions; What Happens if no Voting Instructions are Provided						If, on the Record Date, your shares were held in an account at a brokerage firm or other agent, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. If you do not provide instructions for voting the shares that you beneficially own, your custodian will not be permitted to vote your shares with respect to “non-discretionary” items, which includes all matters on the agenda other than the ratification of the appointment of the independent registered public accounting firm. This is generally referred to as a “broker non-vote.” We urge you to provide voting instructions to your broker or agent to vote your shares. A number of brokers and banks enable beneficial holders to give voting instructions via telephone or the Internet. Please refer to the voting instructions provided by your bank or broker. You are also invited to attend the meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the meeting unless you provide a valid proxy from your broker or other agent.
Routine and Non-Routine Matters						Proposals One, Three, Four, Five and Six are each considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and, therefore, broker non-votes may exist in connection with Proposals One, Three, Four, Five and Six. Proposal Two, the ratification of the appointment of Ernst & Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and, therefore, no broker non-votes are expected to exist in connection with Proposal Two.
Votes Required; Effect of Broker Non-Votes and Abstentions						Each holder of shares of our Common Stock outstanding on the Record Date is entitled to one vote for each share of Common Stock held as of the Record Date. Except as provided by the Certificate of Designation of Series A Convertible Preferred Stock of the Company (the “Certificate of Designation”) or applicable law, the holders of Series A Preferred Stock (each, a “Holder” and collectively, the “Holders”) will have the right to vote together as a single class with the holders of the Common Stock on each matter submitted for a vote or consent by the holders of the Common Stock. With respect to Proposal One, the director nominee is elected by a plurality of the voting power of the shares of our Common Stock and shares of our Series A Preferred Stock (on an as-converted basis) present in person or represented by proxy and entitled to vote at the Annual Meeting. Therefore, the one nominee receiving the most “FOR” votes will be elected as director to serve until the third annual meeting of stockholders following their election. For Proposal One, stockholders may not cumulate votes in the election of the director. Abstentions and broker non-votes will have no effect on the outcome of the vote. The ratification of our independent registered public accounting firm in Proposal Two requires the affirmative vote of a majority of the voting power of the shares of our Common Stock and Series A Preferred Stock (on an as-converted basis) present or represented by proxy and voting as a single class at the Annual Meeting. Abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote “AGAINST” the proposal. Proposal Two is a routine matter and no broker non-votes are expected to exist in connection with Proposal Two. Proposal Three, the advisory vote to approve executive compensation, requires the approval of a majority of the voting power of the shares of our Common Stock and Series A Preferred Stock (on an as-converted basis) present or represented by proxy and voting as a single class at the Annual Meeting. For purposes of Proposal Three, abstentions are treated as shares represented in person or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have no effect on the outcome of the vote. However, because Proposal Three is an advisory vote, the result will not be binding on the Company or our Board. The Board, the Compensation Committee and/or another committee of the Board will consider the outcome of the vote when establishing or modifying the compensation of our named executive officers and determining how often the Company should submit to the stockholders an advisory vote to approve the compensation of our named executive officers included in our proxy statement. Proposals Four and Five require the approval of a majority of the outstanding shares of our Common Stock (including holders of our Series A Preferred Stock on an as-converted basis, subject to the Issuance Limitation (as defined in the Series A Preferred Stock Certificate of Designations)). Proposal Six requires the approval of a majority of the voting power of the shares of our Common Stock present or represented by proxy and voting as a single class at the Annual Meeting. For purposes of Proposals Four, Five and Six, abstentions are treated as shares represented in person or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect as a vote “AGAINST” the proposal. Broker non-votes will have the effect of votes “AGAINST” Proposals Four and Five and have no effect on Proposal Six.


Changing Your Vote						Stockholders of record may revoke their proxy at any time before the polls close by submitting a later-dated vote in person at the Annual Meeting, via the Internet, by telephone, by mail, or by delivering instructions to our Corporate Secretary before the Annual Meeting. If you hold shares through a broker, bank, or other nominee, you may revoke any prior voting instructions by contacting that firm.
Voting Results						We will announce preliminary results at the Annual Meeting. We will report final results at http://investor.uplandsoftware.com and in a filing with the U.S. Securities and Exchange Commission (the “SEC”) on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.


Independence •The Board currently has 6 members, 5 of whom are independent. •There are three standing committees with all members being independent directors. •Directors regularly meet without management present with the Lead Independent Director presiding.
Board Practices •The Board and its standing committees perform self-evaluations on an annual basis. •Each standing committee operates under a committee charter. •The Board oversees risk management practices. •The Board regularly receives information concerning, and provides input on, succession planning. •The Board has adopted an insider trading policy, a related person policy, corporate governance guidelines, and a code of business conduct and ethics.
Leadership Structure •The Board leadership structure consists of a Chair, a Lead Independent Director and committee chairs.


Name	Position with Upland	Age as of the Annual Meeting	Director Since
David Chung	Director	55	2022
Stephen E. Courter	Director	68	2014
David D. May	Lead Independent Director	60	2016
John T. (Jack) McDonald	Director, Chief Executive Officer and Chair	59	2010
Joe Ross	Director	54	2017
Teresa Miles Walsh	Director	59	2020


Committee	Chair Fee ($)	Member Fee ($)
Audit Committee	20,000	10,000
Compensation Committee	12,000	5,000
Nominating and Governance Committee	7,500	2,500


Name of Director	Fees Earned or Paid in Cash ($)	Restricted Stock Units(1) ($)	Total ($)
David Chung(2)	14,375	109,446	123,821
Stephen E. Courter	55,000	199,161	254,161
David D. May	77,625	199,161	276,786
Joe Ross	32,500	199,161	231,661
Teresa Miles Walsh	41,875	199,161	241,036


Name of Director	Unvested Restricted Stock Units (#)	Outstanding Option Awards (#)
David Chung(1)	8,751	—
Stephen E. Courter(1)	8,915	37,941
David D. May(1)	8,915	24,809
Joe Ross(1)	8,915	18,414
Teresa Miles Walsh(1)	8,915	—


	Amount and Nature of Beneficial Ownership
Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned (#)	Percentage of Common Stock Outstanding (%)
5% or Greater Stockholders:
Entities affiliated with HGGC, LLC(1)	6,752,038	20.8	%
The Vanguard Group(2)	2,465,451	7.6	%
Entities affiliated with BlackRock, Inc.(3)	2,247,557	6.9	%

Named Executive Officers, Nominees and Directors:
John T. (Jack) McDonald(4)	1,805,436	5.6	%
Michael D. Hill(5)	440,858	1.4	%
Kin Gill (6)	208,038	*
Daniel Doman(7)	230,831	*
David Chung	11,668	*
Stephen E. Courter(8)	69,805	*
David D. May(9)	103,430	*
Joe Ross(10)	74,143	*
Teresa Miles Walsh	31,674	*
All executive officers and directors as a group (9 persons)	2,975,883	9.2	%


Name						Office
John T. (Jack) McDonald						Chief Executive Officer and Chair of the Board
Michael D. Hill						Chief Financial Officer and Treasurer
Kin Gill						Chief Legal Officer and Secretary
Daniel Doman						Chief Product Officer
Ian Burk*						Former Chief Business Officer
Rodney C. Favaron**						Former President and Chief Commercial Officer


What We Do			What We Do Not Do
☑ Rigorous, objective performance goals with aggressive bonus targets			☒ No “golden parachute” gross-ups
☑ Limited perquisites			☒ No hedging/pledging/short sales of company stock
☑ Competitive stock ownership guidelines			☒ No options/SARs granted below FMV
☑ Clawback policy covering performance-based incentive awards			☒ No repricing of options without stockholder approval
☑ Double-trigger and Retention-oriented CIC provisions			☒ No excessive severance
☑ Independent compensation consultant and Board Compensation Committee			☒No guaranteed salary increases, bonuses, or long-term incentive awards
☑ Annual risk assessment of compensation policies and programs


	Base Salary
	As of the year ended December 31,
Name	2022	2021
Mr. McDonald	$325,000	$325,000
Mr. Hill	$300,000	$270,000
Mr. Gill	$300,000	$260,000
Mr. Doman	$300,000	$290,000


Name	Target Bonus Percent of Base Salary	Bonus Attributable to Corporate Bonus Plan	Percentage Attributable to M&A Bonus Plan
Mr. McDonald	200%	25%	75%
Mr. Hill	125%	50%	50%
Mr. Gill	50%	50%	50%
Mr. Doman	50%	50%	50%
Mr. Burk	50%	50%	50%
Mr. Favaron	100%	50%	50%


	Corporate Bonus Plan
	Adjusted EBITDA	Adjusted EBITDA	Bonus Pool Generated
Year	Threshold ($, in millions)	Actual Results ($, in millions)	($)
2022	97.1	97.1	—


	2022 Bonus Targets ($)			2022 Bonus Actuals ($)
Name	Corporate Bonus	M&A Bonus	Total	Corporate Bonus	M&A Bonus	Total
Mr. McDonald	162,500	487,500	650,000	—	255,398	255,398
Mr. Hill	187,500	187,500	375,000	—	98,438	98,438
Mr. Gill	75,000	75,000	150,000	—	39,375	39,375
Mr. Doman	75,000	75,000	150,000	—	39,375	39,375
Mr. Burk	75,000	75,000	150,000	—	39,375	39,375
Mr. Favaron	162,500	162,500	325,000	—	—	—


Name	RSUs	PSUs
Mr. McDonald	93,750	93,750
Mr. Hill	67,500	—
Mr. Gill	27,500	—
Mr. Doman	55,000	—
Mr. Burk	35,000	—
Mr. Favaron	150,000	—


Position	Multiple of Salary	Years of Service
CEO	6	7
Other named executive officers	4	7


Peer Group Symbol						Peer Group Name
EGHT						8X8, Inc.
AGYS						Agilsys, Inc.
BNFT						Benefitfocus, Inc.
EPAY						Bottomline Technologies (de), Inc.
LPSN						LivePerson, Inc.
MODN						Model N, Inc.
PRO						PROS Holdings, Inc.
QADA						QAD Inc.
SPSC						SPS Commerce, Inc.
WK						Workiva Inc.
YEXT						Yext, Inc.
ZIXI						Zix Corporation


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)	Total ($)
John T. (Jack) McDonald	2022	325,000	—	7,749,375	255,398	(2)	664	8,330,437
Chief Executive Officer and Chair	2021	325,000	—	8,319,184	446,404		—	9,090,588
	2020	325,000	—	8,035,196	266,013		—	8,626,209

Michael D. Hill	2022	275,000	—	1,918,425	98,438	(3)	664	2,292,527
Chief Financial Officer and Treasurer	2021	270,000	—	3,297,375	154,524		—	3,721,899
	2020	270,000	—	3,111,000	124,369		—	3,505,369

Kin Gill	2022	266,667	—	933,025	39,375	(4)	664	1,239,731
Chief Legal Officer and Secretary	2021	260,000	—	1,343,375	59,521		—	1,662,896

Daniel Doman	2022	291,667	—	1,513,550	39,375	(4)	—	1,844,592
Chief Product Officer

Ian Burk	2022	225,000	—	1,091,350	39,375	(4)	—	1,355,725
Chief Business Officer

Rodney C. Favaron	2022	216,667	—	3,166,500	—	(5)	—	3,383,167
Former President	2021	325,000	—	7,327,500	148,801		—	7,801,301
	2020	270,833	—	5,836,500	99,403		6,250	6,212,986


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards(2) ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)
John T. (Jack) McDonald	01/12/2022		650,000
	01/12/2022				93,750	(3)	5,065,313
	01/12/2022				93,750	(4)	1,979,063
	10/21/2022				100,000	(4)	705,000

Michael D. Hill	01/12/2022		375,000		67,500	(4)	1,424,925
	10/21/2022				70,000	(4)	493,500

Kin Gill	01/12/2022		150,000		27,500	(4)	580,525
	10/21/2022				50,000	(4)	352,500

Daniel Doman	01/12/2022		150,000		55,000	(5)	1,161,050
	10/21/2022				50,000	(4)	352,500

Ian Burk	01/12/2022		150,000		35,000	(5)	738,850
	10/21/2022				50,000	(4)	352,500

Rodney C. Favaron	01/12/2022		325,000
	01/12/2022				150,000	(4)	3,166,500


	Number of shares or units of stock that have not vested(1) (#)		Market value of shares or units of stock that have not vested(1) ($)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Name
John T. (Jack) McDonald	20,479	(2)	146,015
	62,500	(3)	445,625
	91,667	(4)	653,586
					46,875	(5)	334,219


Michael D. Hill	22,500	(6)	160,425
	45,000	(7)	320,850
	64,167	(8)	457,511

Kin Gill	9,167	(9)	65,361
	18,334	(10)	130,721
	45,833	(11)	326,789

Daniel Doman	27,502	(12)	196,089
	38,740	(13)	276,216
	45,833	(14)	326,789
Ian
Ian Burk	—		—

Rodney C. Favaron	—		—


	Stock Award
Name		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
John T. (Jack) McDonald		82,161	947,891
Michael D. Hill		75,833	882,231
Kin Gill		31,870	335,990
Daniel Doman		47,925	495,630
Ian Burk		32,123	298,550
Rodney C. Favaron		112,502	1,491,026


Name	Severance Payments upon Termination without Cause or Resignation for Good Reason(1) ($)	Acceleration of Equity Awards upon Termination without Cause or Resignation for Good Reason in Connection with a Change of Control ($)	Acceleration of Equity Awards upon Termination without Cause or Resignation for Good Reason not in Connection with a Change in Control ($)	Acceleration of Equity Awards upon Death or Disability ($)
John T. (Jack) McDonald	995,654	1,913,663	—	1,913,663
Michael D. Hill	689,934	938,786	—	938,786
Kin Gill	470,654	522,871	—	522,871
Daniel Doman	456,583	799,095	—	799,095


	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column) (1)
Equity compensation plans approved by stockholders	154,321	$	11.19	631,776
Equity compensation plans not approved by stockholders	—	—		—
Total equity compensation plans	154,321	$	11.19	631,776


					Value of Initial Fixed $100 Investment Based On:
Year(1)	Summary Compensation Table Total for PEO(2) ($)	Compensation Actually Paid to PEO(1)(3) ($)	Average Summary Compensation Table Total for Non-PEO NEOs(1)(4) ($)	Average Compensation Actually Paid to Non-PEO NEOs(1)(5) ($)	Total Shareholder Return(6)	Peer Group Total Shareholder Return(7)	Net Loss ($, in millions)	Adjusted EBITDA ($, in millions)
2022	8,330,437	1,666,533	2,023,148	571,224	20.0	132.8	68.4	97.1
2021	9,090,588	(33,614)	4,395,365	1,078,429

SEC Form DEF 14A filed by Upland Software Inc.