Chegg 2013 Annual Report Download - page 23

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Richard Sarnoff has served on our board of directors since August 2012. Since January 2011, Mr. Sarnoff
has served as a senior advisor to Kohlberg Kravis Roberts & Co., a private equity firm. Previously, Mr. Sarnoff
was employed by Bertelsmann, a diversified media and services company, where he served as the Co-Chairman
of Bertelsmann from 2008 to 2011 and the President of Bertelsmann Digital Media Investments from 2006 to
2011. Prior to those roles, Mr. Sarnoff served as the Executive Vice President and Chief Financial Officer of
Random House, a subsidiary of Bertelsmann. Mr. Sarnoff also served as a member of the supervisory board of
Bertelsmann from 2002 to 2008 and served as a member of the boards of directors of The Princeton Review from
2000 to 2009, of Audible from 2001 to 2008 and of Amdocs from 2009 to 2011. Mr. Sarnoff currently serves on
the boards of directors of Activision Blizzard and several privately held companies. Mr. Sarnoff holds a B.A. in
art and archeology from Princeton University and an M.B.A. from Harvard Business School. We believe that
Mr. Sarnoff is qualified to serve on our board of directors due to his extensive experience serving in senior
leadership roles, including chief financial officer, and on the boards of directors of media and digital technology
companies.
Jeffrey Housenbold has served on our board of directors since May 2013. Since January 2005,
Mr. Housenbold has served as the President, Chief Executive Officer and a director of Shutterfly, a manufacturer
and digital retailer of personalized products and services. From January 2002 to January 2005, Mr. Housenbold
served as Vice President of Business Development and Internet Marketing at eBay, an online marketplace for the
sale of goods and services. Prior to May 2002, Mr. Housenbold served as the Vice President & General Manager,
Business-to-Consumer Group and as the Vice President, Mergers & Acquisitions of eBay. Mr. Housenbold
currently serves on the boards of directors of Shutterfly, Caesars Entertainment and Groupon. Mr. Housenbold
holds a B.S. in economics and business administration from Carnegie Mellon University and an M.B.A. from
Harvard Business School. We believe that Mr. Housenbold is qualified to serve on our board of directors due to
his more than 20 years of experience in the consumer industry in senior roles at large, complex companies.
John York has served on our board of directors since June 2013. Since February 2012, Mr. York has served
as the Chief Executive Officer of the San Francisco 49ers, a professional football team in the National Football
League, where he previously served as Team President from 2008 to 2012 and as Vice President of Strategic
Planning from 2005 to 2008. Prior to those roles, Mr. York served as a financial analyst at Guggenheim Partners.
Mr. York holds a B.A. in finance from the University of Notre Dame. We believe that Mr. York is qualified to
serve on our board of directors due to his extensive leadership experience and strong corporate development
background.
There are no familial relationships among our directors and officers.
Director Compensation
We compensate our non-employee directors with a combination of cash and equity. The form and amount of
compensation paid to our non-employee directors for serving on our board of directors and its committees is
designed to be competitive in light of industry practices and the obligations imposed by such service. In order to
align the long-term interests of our directors with those of our stockholders, a portion of the director
compensation is provided in equity-based compensation. The value of the annualized compensation of our non-
employee directors is targeted to be at approximately at 50% and 85% of a peer group of similarly-sized
technology companies with similar business and financial characteristics for cash and equity, respectively. The
director compensation practices of this peer group of companies was the benchmark used when considering the
competitiveness of our non-employee director compensation in 2013. Our compensation committee’s
independent compensation consultant, Compensia, Inc., collected and developed the competitive data and
analyses for benchmarking independent director compensation.
Annual Fees. Effective July 1, 2013, our non-employee directors were compensated as follows:
• an annual cash retainer for serving on the board of directors of $40,000;
17