Effective January 25, 2024, Upland Software, Inc. has promoted Karen Cummings to President and Chief Operating Officer of the Company. Ms. Cummings, age 59, was most recently the Executive Vice President and Senior General Manager of the Company since March 2021. Previously, Ms. Cummings was Senior Vice President and General Manager of the Company from October 2005 to March 2021.

She earned a bachelor?s degree in Applied Mathematics and Computer Science from the State University of New York at Buffalo. There are no family relationships between Ms. Cummings and any other director or executive officer of the Company, and Ms. Cummings has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with Ms. Cummings promotion, on January 29, 2024, the Compensation Committee of the Board unanimously approved Amendment No. 1 to that certain Executive Employment Agreement, dated December 16, 2022.

The Cummings Amendment shall be effective January 30, 2024 (the ?Effective Date?). Under the Cummings Amendment, the Company agreed that, among other things: Ms. Cummings base salary will be increased, effective January 1, 2024, to $375,000; any equity grants granted to Ms. Cummings at or prior to the Effective Date shall vest in full on June 30, 2025, subject to Ms. Cummings continuing as a Service Provider through such date; and if the Company terminates Ms. Cumming?s employment without Cause (as defined in the Cummings Agreement) or if Ms. Cummings terminates her employment for Good Reason (as defined in the Cummings Agreement), then she shall be entitled to acceleration of any then outstanding unvested equity awards which were granted to Ms. Cummings at or prior to the Effective Date. On January 25, 2024, the Company has unanimously approved the appointment of Matt Breslin to Chief Revenue Officer of the Company, effective February 6, 2024.

Mr. Breslin, age 55, was previously an Executive Vice President at Infor where he worked for over 9 years. He earned a bachelor?s degree in Business Administration in Accounting from the University of Notre Dame and an MBA from Northwestern University ? Kellogg School of Management.