Chegg 2014 Annual Report Download - page 27

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EXECUTIVE COMPENSATION
Executive Compensation Tables
The following table provides information regarding all compensation awarded to, earned by or paid to our principal
executive officer and the two other most highly compensated executive officers serving as such at December 31, 2014 for all
services rendered in all capacities to us during 2014 and 2013. We refer to these three executive officers as our named executive
officers.
Summary Compensation Table
Name and Principal Position Year Salary ($)(1) Stock Awards ($)(2) Option Awards ($)(3)
All other
Compensation
($)(4) Total ($)
Dan Rosensweig. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 700,000 4,289,992 — — $ 4,989,992
President and Chief Executive Officer . . . . . . . . . . . . . . . . . 2013 603,077 1,898,275 6,438,846 29,614 $ 8,969,812
Andrew Brown. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 410,000 1,539,991 — 5,750 $ 1,955,741
Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 389,356 437,288 2,268,718 2,000 $ 3,097,362
Chuck Geiger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 410,267 1,209,990 — 4,281 $ 1,624,538
Chief Technology Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . 2013 381,000 739,325 2,246,846 2,000 $ 3,369,171
(1) The annual base salary for Messrs. Rosensweig, Brown and Geiger, effective as of July 1, 2012, was $580,000, $381,000
and $381,000, respectively. Effective November 13, 2013, Messrs. Rosensweig and Brown’s annual base salary was
increased to $700,000 and $410,000, respectively. Effective May 12, 2014, Mr. Geiger's annual base salary was increased
to $426,720.
(2) The amounts reported in this column represent the aggregate grant date fair value of restricted stock unit awards granted
under our 2013 Equity Incentive Plan, as computed in accordance with FASB ASC Topic 718. The grant date fair value
was determined using the closing share price of our common stock on the date of grant. For 2014, the amounts include
performance-based stock units, or PSUs, valued at the grant date based upon the probable outcome of the performance
conditions. The aggregate grant date fair values of the PSUs were $2,339,997, $839,997 and $659,996 for Messrs.
Rosensweig, Brown and Geiger, respectively. The maximum potential value of the PSUs (assuming the highest level of
performance achievement) for Messrs. Rosensweig, Brown and Geiger would be $2,925,002, $1,049,998, and $825,000,
respectively.
(3) The amounts reported in this column represent the aggregate grant date fair value of stock option awards granted under our
2005 Stock Incentive Plan, with respect to awards granted to our named executive officers in 2013 and under our 2013
Equity Incentive Plan, with respect to awards granted to our named executive officers in 2014, as computed in accordance
with FASB ASC Topic 718. For information on the valuation assumptions with respect to stock option awards, refer to
Note 14 of the notes to consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2014. Note that the amounts reported in this column reflect the accounting cost for these equity
awards and do not correspond to the actual economic value that may be received by our named executive officers from the
equity awards.
(4) Represents our contributions to the account under our 401(k) plan with respect to each of Messrs. Brown and Geiger.
Stock Awards During 2014
In February 2014, we granted an award of 306,603 restricted stock units, or RSUs, and 306,604 performance stock
units, or PSUs, to Mr. Rosensweig, an award of 110,062 RSUs and 110,063 PSUs to Mr. Brown, and an award of 86,477 RSUs
and 86,478 PSUs to Mr. Geiger, respectively. Each of the RSU awards vest as to one-third of the shares on the one-year
anniversary of the date of grant, and as to one-third of the shares each year over the following two years. Each of the PSU
awards is earned only upon the company’s achievement of total revenue, digital revenue and free cash flow performance targets
by December 31, 2014 that were approved by the Compensation Committee of the Board of Directors and subject to the
Compensation Committee’s determination that such targets were achieved following the completion of the fiscal year. The
target level for each of these performance measures for 2014 was $315 million for total revenue, $88 million for digital revenue
and zero for free cash flow. The PSUs so earned vest as to one-third of the shares no later than March 15, 2015, an additional
one-third of the shares on March 15, 2016 and the remaining one-third of the shares on March 15, 2017. In addition, the vesting
of any RSUs will accelerate by 25% and 50% of the remaining unvested shares for Messrs. Rosensweig and Brown,
respectively, in the event their employment is terminated by us other than for cause or for good reason (as such terms are