Form 4: Udemy Director Lydia Paterson Receives Significant RSU Grant

Udemy, Inc. Director Lydia Paterson was granted 27,476 restricted stock units as part of the company's outside director compensation policy, increasing her beneficial ownership to 91,925 shares.

Summary

• Lydia Paterson, a Director of Udemy, Inc. (UDMY), acquired 27,476 shares of Common Stock on June 17, 2025.
• The acquisition represents a grant of Restricted Stock Units (RSUs) under the Issuer's established outside director compensation policy.
• These RSUs will fully vest on the earlier of the Issuer's next annual meeting of stockholders or the one-year anniversary of the grant date, contingent upon Ms. Paterson's continuous service with the Issuer.
• Ms. Paterson has elected to defer the settlement of these RSUs until her separation of service from Udemy, Inc.
• Following this transaction, Lydia Paterson's total beneficial ownership of Udemy, Inc. common stock stands at 91,925 shares.

Sentiment

Score: 7

Explanation: The document reports a routine, positive event of a director receiving equity compensation, which aligns their interests with shareholders. This is a standard corporate governance practice and does not indicate any negative underlying issues.

Positives

• The grant of Restricted Stock Units (RSUs) to a director aligns their long-term interests with those of the shareholders, incentivizing sustained company performance.
• This transaction is part of a standard, pre-defined outside director compensation policy, indicating structured corporate governance.

Future Outlook

The vesting schedule for the granted RSUs, tied to either the next annual meeting or the one-year anniversary of the grant date, implies an expectation of continued service from the reporting person.

Management Comments

• The grant of restricted stock units (RSUs) was made under the Issuer's outside director compensation policy.

Industry Context

The grant of Restricted Stock Units (RSUs) to outside directors is a common and widely accepted practice in publicly traded companies, particularly within the technology and education sectors. This method of compensation is designed to align the interests of the board members with the long-term performance and shareholder value creation of the company.

Comparison to Industry Standards

• Granting RSUs to directors is a standard compensation practice across various industries, including technology and online education, similar to companies like Coursera or Chegg.
• The structure of vesting, tied to continued service and specific future dates (annual meeting or one-year anniversary), is consistent with typical equity compensation plans for non-employee directors in comparable public companies.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units to Lydia Paterson, a Director of Udemy, Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: Positive impact due to increased alignment of director's financial interests with the long-term performance of the company.
• Employees: No direct impact mentioned in this filing.

Next Steps

• Vesting of the 27,476 RSUs will occur on the earlier of Udemy's next annual meeting of stockholders or June 17, 2026 (one-year anniversary of grant date), subject to continuous service.
• Settlement of the RSUs will be deferred until Lydia Paterson's separation of service from Udemy, Inc., as per her election.

Key Dates

Recommendation

Keywords

Udemy, UDMY, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Grant, Director Compensation, Equity Grant, Beneficial Ownership