Chegg 2015 Annual Report Download - page 20

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Marne Levine has served on our board of directors since May 2013. Since January 2015, Ms. Levine has served as the
Chief Operating Officer of Instagram, a social media company and wholly-owned subsidiary of Facebook, Inc. Previously,
Ms. Levine served as Vice President, Global Public Policy for Facebook, a social media company, from June 2010 to January
2015. Prior to those roles, Ms. Levine served as Chief of Staff at the White House National Economic Council and Special
Assistant to the President for Economic Policy, from January 2009 to June 2010. She began her career at the U.S. Department
of Treasury, where she served in a variety of positions, including as the Deputy Assistant Secretary for banking and finance in
the Office of Legislative Affairs and Public Liaison. Ms. Levine holds a B.A. in political science and communications from
Miami University and an M.B.A. from Harvard Business School. We believe that Ms. Levine should continue to serve on our
board of directors due to her extensive experience in the policy, communication and technology fields.
Richard Sarnoff has served on our board of directors since August 2012. Since July 2014, Mr. Sarnoff has served as
the Managing Director and Head of the Media & Communications industry group for the Private Equity platform of Kohlberg
Kravis Roberts & Co., a private equity firm. From 2011 to 2014, Mr. Sarnoff was a Senior Adviser to Kohlberg Kravis Roberts
& Co. Prior to that role, Mr. Sarnoff was employed by Bertelsmann, Inc., a diversified media and services company, where he
served as the Co-Chairman of Bertelsmann from 2008 to 2011, the President of Bertelsmann Digital Media Investments from
2006 to 2011, and the Executive Vice President and Chief Financial Officer of Random House, a subsidiary of Bertelsmann
from 1998 to 2006. 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 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 should continue 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.
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 2015. Our compensation committee’s
independent compensation consultant, Frederic W. Cook, 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 our 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 or restricted stock unit award, at his or her election,
having a fair market value on the grant date equal to $300,000 that vests in equal quarterly 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 or restricted stock unit award, at his or
her election, 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. Awards 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 stock option awards will have 10-year terms and will terminate three months following the date the