Chegg 2015 Annual Report Download - page 14

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• reviews the continuing independence and performance of and oversees our company’s relationship with the
independent registered public accounting firm;
• discusses the scope, audit planning, and staffing of the independent registered public accounting firm;
• discusses the results of the audit with the independent registered public accounting firm, and reviews, with
management and the independent registered public accounting firm, our interim and year-end operating
results;
• develops procedures for employees to submit concerns anonymously about questionable accounting or
auditing matters;
• considers and reviews the adequacy of our internal accounting controls and audit procedures;
• oversees the activities of the internal audit function within the company; and
• approves or, as required, pre-approves all audit and non-audit services not prohibited by law to be performed
by the independent registered public accounting firm.
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 the rules, regulations and listing standards of the NYSE and the rules and regulations of the SEC. Each member of our
compensation committee is 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 equity-based grants and equity plans; and
• establishes and reviews our company’s overall compensation strategy.
At least annually, our compensation committee reviews and approves our executive compensation strategy and
principles to assure that they promote stockholder interests and supports our strategic and tactical objectives, and that they
provide for appropriate rewards and incentives for our executives. Our compensation committee also reviews and makes
recommendations to our board of directors regarding the compensation of our non-employee directors and executive officers.
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 our 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.
(“Frederic W. Cook”), to assist in structuring our executive officer compensation and non-employee director compensation for
2015. 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 2015 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 of our executive officers,
including our chief executive officer, who is also a member of the board of directors, the authority to make certain types of
equity award grants under the Chegg, Inc. 2013 Equity Incentive Plan to any employee who is not an executive officer or
director subject to the terms of such plan and 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 the rules, regulations and listing standards of the NYSE.
Our nominating and corporate governance committee, among other things: