John (Jed) York
CHEGGAbout John (Jed) York
Independent director at Chegg since 2013, York is CEO of the San Francisco 49ers (since Feb 2010), previously serving as President (2008–Feb 2010), and VP of Strategic Planning (2005–2008); earlier he was a financial analyst at Guggenheim Partners. He holds a B.A. in Finance from the University of Notre Dame; age 43 as of the 2024 record date; tenure on Chegg’s board: ~12 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| San Francisco 49ers (NFL) | Chief Executive Officer | Feb 2010–present | Leads franchise operations; executive oversight |
| San Francisco 49ers (NFL) | President | 2008–Feb 2010 | Transition leadership prior to CEO role |
| San Francisco 49ers (NFL) | VP, Strategic Planning | 2005–2008 | Corporate strategy & planning |
| Guggenheim Partners | Financial Analyst | Not disclosed | Capital markets/finance experience |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| San Francisco 49ers | CEO | Private | 2010–present | Operating executive; not a public company |
| Other public company boards | — | — | — | No other public company board service disclosed in Chegg proxy |
Board Governance
- Independence: Board affirmatively determined York is independent under NYSE rules .
- Committee assignments:
- Current (2025): Governance & Sustainability Committee member; 5 meetings in 2024 .
- 2024: Resigned from Compensation Committee effective June 5, 2024; remained on Governance & Sustainability .
- 2023: Member of Compensation Committee and Governance & Sustainability Committee .
- Attendance: Chegg disclosed each director participated in ≥75% of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
| Year | Governance & Sustainability Committee | Compensation Committee |
|---|---|---|
| 2023 | Member (7 meetings) | Member (6 meetings) |
| 2024 | Member (5 meetings) | Resigned 6/5/2024; Committee held 10 meetings |
| 2025 (current disclosure) | Member | — |
- Board leadership/independent oversight: Board uses Co‑Chair structure; lead independent director expected to be appointed (Marne Levine) prior to annual meeting, enhancing independent oversight .
Fixed Compensation
- Chegg director fee schedule (2024):
- Board retainer: $40,000 cash per year
- Committee member retainer: $10,000 cash per year
- Committee chair retainer: $20,000 cash per year
- Annual RSU grant: $200,000 (vests one year post grant)
- Co‑Chair retainer change: $75,000 cash in lieu of RSUs (effective Feb 29, 2024; applies to non‑employee Co‑Chairs) .
| Year | Cash Fees ($) | RSU Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2023 | 60,000 | 199,999 | 259,999 | Standard board + committee fees, annual RSU |
| 2024 | 54,306 | 199,997 | 254,303 | Cash fees pro‑rated due to Compensation Committee resignation on 6/5/24 |
- Change‑of‑control treatment: Director RSUs accelerate and vest in full upon a change of control .
- Director stock ownership guideline: Minimum Chegg equity equal to 3× the $40,000 retainer; all non‑employee directors are in compliance (options, RSUs, PSUs do not count toward the guideline) .
Performance Compensation
- Not applicable. Chegg does not use performance‑conditioned equity in director compensation; annual director grants are time‑based RSUs with one‑year vesting .
Other Directorships & Interlocks
- Other public company boards: None disclosed for York in Chegg proxy .
- Compensation Committee interlocks: None; Chegg disclosed no interlocking relationships and no Item 404 related‑party relationships for Compensation Committee members in 2024; York resigned from the Compensation Committee on June 5, 2024 .
Expertise & Qualifications
- Board skills matrix indicates York has senior executive, risk management, finance & accounting, and performance & sustainability experience; no public BoD experience is indicated in the matrix .
- Education: B.A., Finance, University of Notre Dame .
- Operating executive background (NFL franchise), corporate development and strategic planning .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Apr 8, 2024 | 119,039 | <1% | 38,583 shares + 80,456 options exercisable within 60 days |
| Apr 7, 2025 | 112,235 | <1% | 57,888 shares + 54,347 RSUs vesting within 60 days |
- Equity awards outstanding (12/31/2024): Options 80,456; unvested RSUs 54,347 .
- Hedging/pledging restrictions: Company prohibits hedging, short sales, and pledging/margin use of Chegg securities (pledging only by exception with preclearance) .
Governance Assessment
-
Strengths:
- Independence affirmed; active on Governance & Sustainability (board effectiveness, ESG oversight) .
- Attendance acceptable (≥75%); engagement at annual meeting .
- No related‑party transactions since Jan 1, 2024 requiring Item 404(a) disclosure .
- Clawback policy in place (Dodd‑Frank compliant); director ownership guideline compliance .
- Say‑on‑pay support: 82% “FOR” in 2024, indicating acceptable investor sentiment toward compensation governance .
-
Watch items:
- Director RSU acceleration on change of control is common but can be viewed as misaligned if used excessively; monitor overall equity burn and board equity sizing (Chegg moved Co‑Chair awards to cash retainer in 2024 to manage burn) .
- Time demands: York is a sitting CEO of a major sports franchise; Chegg policy limits serving on >4 public boards to manage commitments (York has no other public boards per proxy) .
Appendices
Committee responsibilities (context for governance effectiveness)
- Governance & Sustainability: Director nomination, performance evaluations, board composition/leadership, ESG oversight and disclosures .
- Compensation Committee: Executive/director pay, equity plan administration, human capital, succession; York resigned from this committee on 6/5/2024 .
Board/Committee activity (2024)
- Board: 8 meetings; Governance & Sustainability: 5; Compensation: 10; Audit: 5; all directors ≥75% participation .