The Board of Directors (the ?Board?) and the executive team of Upland Software, Inc. On December 5, 2023, director Joe Ross notified the Company of his resignation as a member of the Board, effective January 1, 2024. Mr. Ross was a Class II director and served as a member of the Nominating and Corporate Governance Committee of the Board. Mr. Ross?

decision was not the result of any disagreement with the Company or the Board. The Company thanks Mr. Ross for his service on the Board since 2017. On December 5, 2023, the Board appointed Tim Mattox to the Board as a Class II director, effective January 1, 2024, to fill the vacancy created by Mr. Ross?

resignation. Since April 2021, Mr. Mattox has served as a strategic advisor to the Company. Mr. Mattox was previously the President and Chief Operating Officer of the Company from February 2015 to April 2021.

Prior to holding both roles, Mr. Mattox served as Chief Operating Officer since July 2014. Before joining the Company, Mr. Mattox was at Dell, Inc. for approximately 15 years, holding executive roles in strategy, operations and marketing. He ran worldwide enterprise product management and drove Dell's global enterprise product performance.

Mr. Mattox also ran Dell's corporate strategy, reporting to the CEO for two years as part of the executive leadership team, as well as led worldwide product marketing for all of Dell's desktops, notebooks and workstations for both the corporate and consumer market. Prior to Dell, Mr. Mattox worked for Bain & Company and Oracle Corporation. Mr. Mattox holds BS/MS degrees in electrical engineering and computer science from MIT and an MBA from Stanford's Graduate School of Business.

There is no arrangement or understanding with any person pursuant to which Mr. Mattox was appointed as a member of the Board. There are also no family relationships between Mr. Mattox and any director or executive officer of the Company. In his role as a strategic advisor to the Company, Mr. Mattox has received approximately $280,000 in compensation, inclusive of the grant date fair value of equity awards, since January 1, 2022.

As of January 1, 2024 he will no longer be compensated as a strategic advisor and will only receive his board compensation. As a result of his prior service to the Company, Mr. Mattox does not meet the requirements to be deemed an independent director under Nasdaq rules and will not serve on any committees of the board. David May will replace Mr. Ross on the Company?s Nominating and Corporate Governance Committee effective January 1, 2024.