Chegg 2014 Annual Report Download - page 19

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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 75% 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 2014. Our compensation committee’s
independent compensation consultant, Frederic W. Cook & Co., Inc., collected and developed the competitive data and
analyses for benchmarking independent director compensation.
Annual Fees. Our non-employee directors are compensated as follows:
• an annual cash retainer for serving on the board of directors of $40,000;
• an annual cash retainer for serving in a non-chair position on the audit committee of $10,000, on the
compensation committee of $10,000 and on the nominating and corporate governance committee of $5,000;
and
• an annual cash retainer for serving as the chair of the audit committee of $20,000, for serving as the chair of
the compensation committee of $20,000 and for serving as the chair of the nominating and corporate
governance committee of $10,000.
We pay the annual retainer fee and any additional fees to each director in arrears in equal quarterly installments.
Equity Awards. Our non-employee director equity compensation policy provides that upon initial appointment to the
board of directors, a non-employee director will be granted a stock option having a fair market value on the grant date equal to
$300,000 that vests in equal annual installments over three years from the date of grant. Thereafter, upon completion of each
full year of service, each non-employee director will be granted, immediately following our annual meeting of stockholders, an
additional stock option having a fair market value on the date of grant equal to $150,000 that vests in full on the earlier of the
one-year anniversary of the date of grant or immediately prior to the first annual meeting of our stockholders to occur after the
date of grant. Options granted to non-employee directors under the policy described above will accelerate and vest in full in the
event of a change of control. The awards will have 10-year terms and will terminate three months following the date the
director ceases to be one of our directors or consultants or 12 months following that date if the termination is due to death or
disability. In addition to the awards provided for above, non-employee directors are eligible to receive discretionary equity
awards.
Non-employee directors receive no other form of remuneration, perquisites or benefits, but are reimbursed for their
expenses in attending meetings, including travel, meal and other expenses incurred to attend meetings solely among the non-
employee directors.
The following table provides information for the year ended December 31, 2014 regarding all compensation awarded
to, earned by or paid to each person who served as a non-employee director for some portion or all of 2014. Mr. Rosensweig,
our current Chief Executive Officer, did not receive any compensation for his service as a director during the fiscal year ended
December 31, 2014.