Marcela Martin
CHEGGAbout Marcela Martin
Independent Class III director of Chegg since September 2021; age 53. Currently Chief Financial Officer of Contentsquare (appointed November 2024). Prior roles include President of BuzzFeed (Aug 2022–Jan 2024), CFO of Squarespace (Nov 2020–Jul 2022), SVP & CFO of Booking.com (Jan 2019–Nov 2020), EVP & CFO of National Geographic Partners (Jan 2016–Dec 2018), and senior finance leadership at Fox International Channels (2003–2016). Education: B.S. in Accounting (University of Morón, Argentina) and MBA (University of Liverpool, U.K.). Member of Chegg’s Audit Committee and designated Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Contentsquare | Chief Financial Officer | Nov 2024–present | Finance leadership; growth and audit committee establishment noted at company level |
| BuzzFeed, Inc. | President | Aug 2022–Jan 2024 | Senior operating leadership |
| Squarespace | Chief Financial Officer | Nov 2020–Jul 2022 | Led finance through IPO |
| Booking.com | SVP & CFO | Jan 2019–Nov 2020 | Oversaw finance operations and M&A |
| National Geographic Partners | EVP & CFO | Jan 2016–Dec 2018 | Finance leadership |
| Fox International Channels | VP & Deputy CFO; EVP & CFO | 2003–2007; 2007–2016 | Multi-year global finance leadership |
| Ouro | Advisor; CFO | Jan 2024–Nov 2024 | Short-term advisory/CFO stint |
External Roles
| Company | Role | Status | Committee Positions |
|---|---|---|---|
| Cvent | Director | Current | Not disclosed in Chegg proxy; Cvent named her as independent board member |
| Avalara | Director | Appointed Sept 2021 (prior role) | Not disclosed in Chegg proxy; appointment announcement cited |
Potential network interlocks: Cvent has been associated with Vista-managed entities; legal filings in Washington litigation referenced Vista’s influence and named Martin’s Cvent board seat as a Vista-controlled company board. Treat as allegation; not a Chegg related-party transaction.
Board Governance
- Independence: Board affirmed Martin is independent and all Audit, Compensation, and Governance & Sustainability committees comprise independent directors.
- Committee: Audit Committee member; designated Audit Committee financial expert (with Renee Budig). Audit Committee met 5 times in 2024.
- Attendance: In 2024, each director participated in at least 75% of aggregate Board and committee meetings; Board met 8 times.
- Executive sessions: Non-employee directors meet regularly in executive session; presiding director is the Co-Chair (Richard Sarnoff).
- Board leadership: Co-Chair structure; expected appointment of Marne Levine as Lead Independent Director effective immediately prior to 2025 Annual Meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $40,000 | Paid quarterly in arrears |
| Committee member retainer (cash) | $10,000 | Non-chair on standing committee; Audit membership eligible |
| RSU annual grant (fair value) | $199,997 | Granted post-Annual Meeting; vests in full after one year; 2024 grant covered 54,347 shares |
| Change of control treatment | Accelerated vesting | Director awards accelerate/vest in full upon a Change of Control |
| Co-Chair program (context) | $75,000 cash retainer (no RSU) | Adopted Feb 29, 2024; not applicable to Martin |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity | Time-based RSUs only | No director PSUs/option awards disclosed; no performance metrics tied to director pay |
Other Directorships & Interlocks
| Organization | Relationship to Chegg | Potential Conflict Indicator |
|---|---|---|
| Cvent | External board where Martin serves | No Chegg related-party transactions disclosed for 2024–2025; Chegg policy requires Audit Chair review of any related-party transactions |
| Avalara | Prior external board | Litigation allegations of Vista-related interlocks (context only); not a Chegg transaction |
Expertise & Qualifications
- Financial expertise: Audit Committee financial expert; strong finance/accounting background (CFO roles).
- Board skills matrix: Public Board, risk management, finance & accounting, international experience, AI/tech innovation, performance/sustainability.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components |
|---|---|---|---|
| Marcela Martin | 86,719 | <1% | 32,372 shares held directly; 54,347 RSUs vesting within 60 days of Apr 7, 2025 |
| Options (director) | None | n/a | No option awards listed for Martin as of Dec 31, 2024 |
| Ownership guidelines | 3× annual cash retainer | Compliant | RSUs/PSUs do not count toward guideline; all non-employee directors are in compliance |
| Hedging/pledging | Prohibited or restricted | Policy-based | Hedging banned; pledging/margin use restricted and requires preclearance under Insider Trading Policy |
Insider Trades
- Attempted to retrieve Form 4 transactions for “Marcela Martin” at CHGG for 2024–2025 using the insider-trades skill; access returned unauthorized error, so no Form 4 table is provided. Chegg’s 2025 proxy indicates Section 16 filings were timely during 2024 except certain late filings for executives not including Martin.
Governance Assessment
- Strengths: Independent director with deep CFO experience; Audit Committee financial expert; consistent meeting participation; director pay structure weighted to equity with change-of-control double-trigger protections at plan level and clawback policy coverage; director stock ownership guidelines in place and met. These support board effectiveness and investor alignment.
- Conflicts: Chegg disclosed no related-party transactions since Jan 1, 2024. External Cvent/Avalara associations present theoretical network interlocks but no Chegg transactions or disclosed conflicts; independence affirmed by the Board.
- Compensation signals: No increase in director cash retainer at Chegg; consistent $200k RSU grants; majority of director compensation is equity, aligning with shareholder interests.
- Shareholder oversight context: Say-on-pay support 82.0% in 2024 for executive pay program (board-level compensation governance intact).
RED FLAGS: None identified in Chegg disclosures regarding related-party transactions, hedging/pledging by directors, or low attendance. Monitor potential interlocks via Cvent/Vista ecosystems for any future Chegg dealings; Audit Committee review policy in place.