Chegg 2013 Annual Report Download - page 18

executive officers of our company, including our Chief Executive Officer, who is also a member of the board, the
authority to make certain types of equity awards to any employee who is not an executive officer or director
under our company’s 2013 Equity Incentive Plan pursuant to the terms of such plan and the equity award
guidelines approved by our compensation committee.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee is comprised of Ms. Levine, who is the chair of the
nominating and corporate governance committee, and Messrs. Schlein and York. The composition of our
nominating and corporate governance committee meets the requirements for independence under the current
NYSE rules and regulations. Our nominating and corporate governance committee, among other things:
• identifies, evaluates and recommends nominees to our board of directors and committees of our board
of directors;
• conducts searches for appropriate directors;
• evaluates the performance of our board of directors and of individual directors;
• considers and makes recommendations to the board of directors regarding the composition of the board
and its committees;
• reviews developments in corporate governance practices;
• evaluates the adequacy of our corporate governance practices and reporting; and
• makes recommendations to our board of directors concerning corporate governance matters.
Compensation Committee Interlocks and Insider Participation
The members of our compensation committee during 2013 were Ms. Levine and Messrs. Housenbold and
Schlein. None of the members of our compensation committee in 2013 was at any time during fiscal 2013 or at
any other time an officer or employee of Chegg or any of its subsidiaries, and none had or have any relationships
with Chegg that are required to be disclosed under Item 404 of Regulation S-K. None of our executive officers
has served as a member of the board of directors, or as a member of the compensation or similar committee, of
any entity that has one or more executive officers who served on our board of directors or compensation
committee during 2013.
Board and Committee Meetings and Attendance
The board of directors is responsible for the management and direction of the Company and for establishing
broad corporate policies. The board of directors meets periodically during the Company’s fiscal year to review
significant developments affecting the Company and to act on matters requiring board of directors’ approval. The
board of directors held 8 meetings during 2013, and also acted by unanimous written consent, the audit
committee held 5 meetings, the compensation committee held 5 meetings, and also acted by unanimous written
consent, and the nominating and corporate governance committee held no meetings as our board of directors
oversaw the establishment of our company’s corporate governance practices in 2012 and 2013 in connection with
our initial public offering. Our nominating and corporate governance committee plans to meet on a quarterly
basis in 2014 and going forward. During 2013, each member of the board of directors participated in at least 75%
of the aggregate of all meetings of the board of directors and of all meetings of committees on which such
member served, that were held during the period in which such director served, except that Mr. York attended all
of the regular meetings of the board held during the fiscal year ended December 31, 2013 during which he served
as a director, but was unable to attend the two meetings of the audit committee held during the period in which he
served as a committee member.
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