David Longo
CHEGGAbout David Longo
David Longo, age 57 as of April 7, 2025, is Chegg’s Chief Financial Officer, Treasurer, Principal Financial Officer, and Principal Accounting Officer; he was appointed CFO on February 21, 2024 after serving as VP, Chief Accounting Officer, Corporate Controller, Principal Accounting Officer, and Assistant Treasurer since December 2021 . He previously held senior accounting roles at Spire Global (Chief Accounting Officer, Oct 2021–Dec 2021), Shutterfly (Chief Accounting Officer, Aug 2020–Oct 2021), and CBS Interactive/CBS Inc. (roles of increasing responsibility culminating as SVP, Controller, Feb 2013–Jul 2020), and earlier positions at Netflix and Deloitte; he holds a B.S. in Business Administration (Accounting) from Boston University and is a licensed CPA . Chegg’s executive pay program is equity-heavy and generally avoids annual cash incentives; performance equity for 2024 was tied to total net revenues, adjusted EBITDA, and free cash flow (for CEO awards), while a three-year TSR PSU from 2021 did not achieve its goals (0% earned), underscoring the program’s performance sensitivity .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Chegg, Inc. | VP, Chief Accounting Officer, Corporate Controller, Principal Accounting Officer, Assistant Treasurer | Dec 2021–Feb 2024 | Promoted to CFO from this role |
| Spire Global, Inc. | Chief Accounting Officer | Oct 2021–Dec 2021 | Senior controllership function |
| Shutterfly, Inc. | Chief Accounting Officer | Aug 2020–Oct 2021 | Senior controllership function |
| CBS Inc. / CBS Interactive, Inc. | Roles of increasing responsibility; most recently SVP, Controller at CBS Interactive | Feb 2013–Jul 2020 | Enterprise and divisional controllership |
| Netflix | Positions (titles not specified) | — | Prior finance/accounting experience |
| Deloitte | Positions (titles not specified) | — | Public accounting foundation |
Fixed Compensation
| Year | Role | Base Salary (Annual Rate) | Actual Salary Paid |
|---|---|---|---|
| 2024 | CFO (effective Feb 21, 2024) | $680,000 | $651,813 |
Notes:
- Chegg generally does not provide annual cash incentive opportunities for executive officers; equity is the primary incentive vehicle .
Performance Compensation
- Structure and metrics (company program): For 2024, performance-based equity for the CEO was measured on three equally weighted metrics: total net revenues, adjusted EBITDA, and free cash flow; time-based RSUs comprised the other 50% of target equity value .
- David Longo 2024 awards: In connection with his CFO appointment, Longo received a one-time RSU grant (time-based) that vested in full on March 12, 2025; no PSUs were disclosed for him in 2024 .
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Total net revenues (CEO program) | 33% | Not disclosed | Not disclosed | Not disclosed | Applies to CEO PSUs; not specific to Longo |
| Adjusted EBITDA (CEO program) | 33% | Not disclosed | Not disclosed | Not disclosed | Applies to CEO PSUs; not specific to Longo |
| Free cash flow (CEO program) | 33% | Not disclosed | Not disclosed | Not disclosed | Applies to CEO PSUs; not specific to Longo |
Historical performance-conditioned award context:
- 2021 TSR PSU (company-wide): 0% achieved; no portion earned .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 3x salary; other executive officers 1x salary; shares underlying RSUs/PSUs do not count; as of Dec 31, 2024, all then-serving executive officers met the guidelines .
- Hedging/pledging: Hedging prohibited; pledging/margin use prohibited unless precleared; short sales and derivatives restricted .
- Clawback: NYSE- and SEC-compliant policy adopted Oct 2023; recover incentive-based compensation upon financial restatement for up to three years, irrespective of fault .
Beneficial ownership (as of April 7, 2025):
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| David Longo | 165,947 | <1% | Includes 162,718 shares held and 3,229 RSUs vesting within 60 days of Apr 7, 2025 |
Outstanding and recent equity activity (David Longo):
| Grant Date | Award Type | Shares Unvested at 12/31/2024 | Market Value at 12/31/2024 ($1.61) | Vesting Details |
|---|---|---|---|---|
| Jan 12, 2022 | RSU | 16,148 | $25,998 | Not disclosed in proxy |
| Mar 27, 2023 | RSU | 2,623 | $4,223 | Not disclosed in proxy |
| Apr 12, 2024 | RSU | 265,734 | $427,832 | Vested in full on Mar 12, 2025 |
Share delivery/vesting in 2024:
| 2024 Activity | Shares Acquired on Vesting | Value Realized on Vesting ($) |
|---|---|---|
| Stock awards vested | 31,271 | $177,363 |
Notes:
- No option exercises in 2024 for Longo (—) .
- The 3,229 RSUs scheduled to vest within 60 days of Apr 7, 2025 suggest near-term supply dynamics around mid-Q2 2025; additional 2024 grant vested on Mar 12, 2025 .
Employment Terms
- Appointment/promotion: Longo appointed CFO on Feb 21, 2024; in connection, he received a $680,000 base salary and RSUs with ~$1.9 million grant-date fair value (vested in full Mar 12, 2025), subject to continued service .
- Severance/Change-of-Control framework:
- October 17, 2024 Severance Plan (covers NEOs other than Executive Chair): double-trigger protections; no single-trigger vesting; no excise tax gross-ups; severance conditioned on release of claims .
- Hedging/Pledging and Clawback policies as noted above .
Estimated severance economics for David Longo (assuming termination/change-of-control on Dec 31, 2024; CHGG close $1.61):
| Scenario | Severance Payment ($) | Annual Bonus ($) | Medical Continuation ($) | Accel. Vesting of Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination in connection with a change-of-control (on or before 2nd anniversary) | 850,000 | 255,000 | 47,287 | 458,053 | 1,610,340 |
| Involuntary termination in connection with a change-of-control (after 2nd anniversary) | 680,000 | 204,000 | 37,829 | 458,053 | 1,379,882 |
| Involuntary termination not in connection with a change-of-control (on or before 2nd anniversary) | 850,000 | 255,000 | 47,287 | 458,053 | 1,610,340 |
| Involuntary termination not in connection with a change-of-control (after 2nd anniversary) | 680,000 | — | 37,829 | 458,053 | 1,175,882 |
Governance context:
- Compensation Committee members: Melanie Whelan (Chair), Renee Budig, Marne Levine .
- Compensation practices emphasize equity alignment, clawbacks, ownership guidelines, and no single-trigger vesting or tax gross-ups .
Investment Implications
- Alignment and retention: Longo’s 2024 promotion grant was a one-year cliff RSU ($1.9M grant-date value), emphasizing near-term retention over multi-year performance linkage; Chegg’s broader program uses performance equity (revenue, adjusted EBITDA, free cash flow) primarily for the CEO, while Longo’s 2024 award was time-based .
- Ownership and selling pressure: He beneficially owned 165,947 shares (<1%), including 3,229 RSUs vesting within 60 days of Apr 7, 2025; combined with the March 12, 2025 one-year cliff vest, this created mid-2025 supply overhang potential, though actual sales are not disclosed in the proxy .
- Downside protection limited; governance favorable: Severance is double-trigger with no single-trigger vesting or excise gross-ups; clawback, hedging, and pledging controls are in place, which curbs misalignment risk .
- Performance sensitivity: Prior TSR PSU tranche (2021 grant) paid 0% (not achieved), indicating a willingness to let performance equity lapse when targets are missed, a positive signal for pay-for-performance discipline; however, Longo’s 2024 equity was purely time-based, offering retention but less direct performance linkage for the CFO .
Overall, the package suggests strong near-term retention incentives for a newly promoted CFO, credible long-term governance safeguards (no gross-ups, no single-trigger), and moderate selling pressure around vesting dates, with company-wide performance equity outcomes demonstrating rigor when targets are missed .