Chegg 2015 Annual Report Download - page 28

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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, 2015 for all
services rendered in all capacities to us during 2015 and 2014. 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) All Other Compensation($)(3) Total ($)
Dan Rosensweig. . . . . . . . . . . . . . . . . . . . 2015 837,500 8,999,989 — 9,837,489
President and Chief Executive Officer . 2014 700,000 4,289,992 — 4,989,992
Andrew Brown. . . . . . . . . . . . . . . . . . . . . 2015 487,917 2,999,992 6,000 3,493,909
Chief Financial Officer . . . . . . . . . . . . . 2014 410,000 1,539,991 5,750 1,955,741
Chuck Geiger . . . . . . . . . . . . . . . . . . . . . . 2015 426,720 1,999,999 4,500 2,431,219
Chief Product Officer . . . . . . . . . . . . . . 2014 410,267 1,209,990 4,281 1,624,538
(1) The annual base salary for Mr. Geiger, effective as of July 1, 2012, was $381,000. Effective May 12, 2014, Mr. Geiger’s
annual base salary was increased to $426,720. Effective February 1, 2015, Messrs. Rosensweig and Brown’s annual base
salaries were increased to $850,000 and $495,000, respectively.
(2) The amounts reported in this column represent the aggregate grant date fair value of RSU awards granted under our 2013
Equity Incentive Plan, as computed in accordance with ASC 718. The grant date fair value was determined using the
closing share price of our common stock on the date of grant. For 2015, the amounts include performance-based restricted
stock units (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 $4,499,995, $1,499,996 and $1,000,000 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 $4,499,995, $1,499,996, and $1,000,000,
respectively. The compensation committee has determined that 33% of these PSUs were earned.
(3) Represents our contributions to the account under our 401(k) plan with respect to each of Messrs. Brown and Geiger.
Stock Awards During 2015
In February 2015, we granted an award of 682,852 restricted stock units (“RSUs”), and 682,852 performance-based
restricted stock units (“PSUs”), to Mr. Rosensweig; an award of 227,617 RSUs and 227,617 PSUs to Mr. Brown; and an award
of 151,745 RSUs and 151,745 PSUs to Mr. Geiger. Each of these RSU awards vest as to 50% of the shares on the one-year
anniversary of the date of grant, and as to the remaining 50% of the shares on the two-year anniversary of the grant date. All or
a portion of 50% of the shares subject to these PSU awards may have been earned upon our achievement of digital revenue,
digital revenue net the commission earned from Ingram and free cash flow performance targets by December 31, 2015 that
were approved by the compensation committee and subject to the compensation committee’s determination that such targets
were achieved, in full or in part, following the completion of the 2015 fiscal year. The targets for each of these performance
measures for 2015 was $143.6 million for digital revenue, $135.9 million for digital revenue net the commission earned from
Ingram and $26 million for free cash flow. All or any portion of the remaining 50% of the shares subject to these PSU awards
may be earned upon our achievement by December 31, 2016 of performance metrics approved by the compensation committee
and subject to the compensation committee’s determination that such targets were achieved, in full or in part, following the
completion of the 2016 fiscal year. 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 defined in each officer’s offer letter). The vesting of any RSUs will also
accelerate by 100%, 50% and 50% for Messrs. Rosensweig, Brown, and Geiger, respectively, of the remaining unvested shares
in the event of a qualifying termination of employment within 12 months of a change of control (as such terms are defined in
each officer’s offer letter and described in “—Termination and Change in Control Arrangements” below). The vesting of the
PSUs is not subject to acceleration.