Chegg 2015 Annual Report Download - page 21

17
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, meals and other expenses incurred to attend meetings solely among the non-
employee directors.
The following table provides information for the year ended December 31, 2015 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 2015. 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, 2015.
2015 Director Compensation Table
Name
Fees Earned
or Paid in
Cash
($) RSU Awards
($)(1)
Option
Awards
($)(1) Total
($)
Reneé Budig(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,826 — 299,917 307,743
Jeffrey Housenbold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 149,994 — 199,994
Marne Levine . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000 149,994 — 209,994
Barry McCarthy(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,728 — 149,998 199,726
Richard Sarnoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 — 149,998 199,998
Ted Schlein . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,000 — 149,998 214,998
John York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,000 — 149,998 204,998
(1) Amounts shown in this column do not reflect dollar amounts actually received by non-employee directors. Instead these
amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board,
Accounting Standards Codification Topic 718, Compensation-Stock Compensation, (formerly SFAS 123R) (“ASC
718”), for awards granted during 2015. During 2015, each non-employee member of the board of directors who was a
director after the close of our annual meeting of stockholders on June 4, 2015 was granted a stock option with 41,364
shares of our common stock underlying such option or a restricted stock unit (“RSU”) award covering 19,607 shares of
our common stock. For purposes of determining the number of shares of common stock subject to the RSU award, an
aggregate grant date fair value of $150,000 was used. Ms. Budig was granted a stock option with 88,445 shares of our
common stock underlying such option upon accepting her appointment to join our board of directors on November 14,
2015. For purposes of determining the number of shares of common stock subject to Ms. Budig’s stock option award, an
aggregate grant date fair value of $300,000 was used for her initial stock option grant. The fair value of option awards
was estimated using the Black-Scholes-Merton option pricing model in accordance with ASC 718. The grant date fair
value for RSU awards was determined using the closing share price of our common stock on the date of grant. For
information on other valuation assumptions with respect to stock 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, 2015. There
can be no assurance that this grant date fair value will ever be realized by the non-employee director.
(2) Ms. Budig joined our board of directors and audit committee on November 14, 2015.
(3) Mr. McCarthy departed our board of directors on October 29, 2015.