Chegg 2014 Annual Report Download - page 13

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10
Compensation Committee
Our compensation committee is comprised of Ted Schlein, who is the chair of the compensation committee, Jeffrey
Housenbold and Marne Levine. The composition of our compensation committee meets the requirements for independence
under current NYSE and SEC rules and regulations. Each member of this committee is also a non-employee director, as defined
pursuant to rule 16b-3 promulgated under the Securities Act of 1934, as amended, and an outside director, as defined pursuant
to Section 162(m) of the Internal Revenue Code of 1986, as amended. The purpose of our compensation committee is to
discharge the responsibilities of our board of directors relating to the compensation of our executive officers and directors. Our
compensation committee, among other things:
• reviews and determines the compensation of our executive officers and recommends to our board of directors
the compensation for our directors;
• administers our stock and equity incentive plans;
• reviews and approves and makes recommendations to our board of directors regarding incentive
compensation and equity plans; and
• establishes and reviews general strategies relating to compensation and benefits of our employees.
At least annually, our compensation committee reviews and approves our executive compensation strategy and
principles to assure that they promote stockholder interests and supports Chegg’s strategic and tactical objectives, and that it
provides for appropriate rewards and incentives for the Company’s executives. Our compensation committee also reviews and
makes recommendations to our board of directors regarding the compensation of non-employee directors. The compensation
committee retains and does not delegate any of its exclusive power to determine all matters of executive compensation and
benefits. In determining the compensation of each of our executive officers, other than our chief executive officer, our
compensation committee considers the recommendations of our chief executive officer and Human Resources Department. In
the case of the chief executive officer, our compensation committee evaluates his performance and independently determines
whether to make any adjustments to his compensation.
Our compensation committee retained an independent compensation consultant, Frederic W. Cook & Co., Inc., to
assist in structuring our executive officer compensation and director compensation for 2014. Frederic W. Cook provided our
compensation committee with market data and analyses from a peer group of similarly-sized technology companies with
similar business and financial characteristics. Other than the services described above, Frederic W. Cook has not provided our
company or our compensation committee with any other services. No work performed by Frederic W. Cook during 2014 raised
a conflict of interest.
The compensation committee has delegated in accordance with applicable law, rules and regulations, and our
certificate of incorporation and bylaws, authority to an equity awards committee comprised of certain 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 the Chegg, Inc. 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 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.