Chegg 2013 Annual Report Download - page 21

PROPOSAL NO. 1
ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Our board of directors currently consists of seven directors and is divided into three classes with each class
serving for three years, and with the terms of office of the respective classes expiring in successive years.
Directors in Class I will stand for election at this meeting. The terms of office of directors in Class II and Class
III do not expire until the annual meetings of stockholders held in 2015 and 2016, respectively. At the
recommendation of our nominating and corporate governance committee, our board of directors proposes that
each of the three Class I nominees named below be elected as a Class I director for a three-year term expiring at
the 2017 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified or
until such director’s earlier resignation or removal.
Shares represented by proxies will be voted “FOR” the election of each of the three nominees named below,
unless the proxy is marked to withhold authority so to vote. If any nominee for any reason is unable to serve or
for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might
determine. Each nominee has consented to being named in this proxy statement and to serve if elected. Proxies
may not be voted for more than three directors. Stockholders may not cumulate votes in the election of directors.
Nominees to the Board of Directors
The nominees, and their ages, occupations and length of board service are provided in the table below.
Additional biographical descriptions of each nominee are set forth in the text below the table. These descriptions
include the primary individual experience, qualifications, qualities and skills of each of our nominees that led to
the conclusion that each director should serve as a member of our board of directors at this time.
Name of Director/Nominee Age Principal Occupation Director Since
Barry McCarthy(1) 60 Entrepreneur March 2010
Dan Rosensweig 52 President and Chief Executive Officer of Chegg March 2010
Ted Schlein(2)(3) 50 General Partner of Kleiner Perkins Caufield & Byers December 2008
(1) Member of the audit committee
(2) Member of the compensation committee
(3) Member of the nominating and corporate governance committee
Barry McCarthy has served on our board of directors since March 2010. From March 2011 to November
2011, Mr. McCarthy was a Venture Partner at Technology Crossover Ventures, a venture capital firm that
focuses on information technology. From November 2011 to present Mr. McCarthy has served as an Executive
Adviser to Technology Crossover Ventures. From February 2011 to June 2013, Mr. McCarthy served on the
board of directors of Pandora. From April 1999 to December 2010, Mr. McCarthy served as the Chief Financial
Officer of Netflix, an online video rental and streaming service. Prior to serving at Netflix, Mr. McCarthy served
in senior executive positions at Music Choice, BMP Partners and Credit Suisse First Boston. Mr. McCarthy
currently serves on the boards of directors of several privately held companies. Mr. McCarthy holds a B.A. in
history from Williams College and an M.B.A. from The Wharton School of Business at the University of
Pennsylvania. We believe that Mr. McCarthy should continue to serve on our board of directors due to his
extensive background in consumer technology companies and his financial expertise through his service as a
chief financial officer.
Dan Rosensweig has served as our President and Chief Executive Officer since February 2010 and as the
Chairman of our board of directors since March 2010. From March 2009 to February 2010, Mr. Rosensweig
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