Marne Levine
CHEGGAbout Marne Levine
Independent director since 2013; age 54; Chair of the Governance & Sustainability Committee and member of the Compensation Committee. Prior roles include Chief Business Officer of Meta Platforms, COO of Instagram, VP Global Policy at Facebook, and senior economic policy roles in the Obama Administration. Education: B.A. in Political Science & Communications (Miami University) and M.B.A. (Harvard Business School). The Board expects to appoint her Lead Independent Director immediately prior to the 2025 Annual Meeting, strengthening independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | Chief Business Officer | Sep 2021 – Feb 2023 | Scaled partnerships and global business |
| Meta Platforms, Inc. | VP Global Partnerships, Business & Corporate Development | Feb 2019 – Jun 2021 | Led global partnerships strategy |
| Instagram (Meta) | Chief Operating Officer | Dec 2014 – Feb 2019 | Scaled operations, turned app into business |
| Facebook (Meta) | VP Global Policy | 2010 – 2014 | Built public policy function |
| The White House (NEC) | Chief of Staff; Special Assistant to the President for Economic Policy | Not disclosed | Senior economic policy leadership |
| Revolution Money | Head of Product Management | 2006 – 2008 | Fintech product leadership |
| Harvard University | Chief of Staff to Larry Summers | Not disclosed | Senior administrative leadership |
| U.S. Department of Treasury | Leadership roles | Began 1993 | Government policy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meta Platforms, Inc. | Various senior executive roles | 2010 – 2023 | Technology and global policy/ops |
| Harvard University | Chief of Staff to Larry Summers | Not disclosed | Academic administration |
| U.S. Government | Treasury; White House (NEC) | Not disclosed | Economic policy leadership |
Board Governance
- Independence: Board affirmatively determined Levine is independent under NYSE standards; all members of Compensation and Governance & Sustainability Committees must be independent, which she meets .
- Committee assignments: Chair, Governance & Sustainability Committee; Member, Compensation Committee .
- Lead Independent Director: Expected appointment immediately prior to the 2025 Annual Meeting (as Sarnoff steps away from Co‑Chair role) .
- Attendance: In 2024, each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity levels (2024): Audit 5 meetings; Compensation 10; Governance & Sustainability 5—indicates active oversight cadence .
- Compensation interlocks: None; no related-party relationships requiring disclosure under Item 404 for the Compensation Committee members (including Levine) .
Fixed Compensation
| Year | Cash Fees ($) | RSU Grant ($) | RSU Shares | Vesting | Total ($) |
|---|---|---|---|---|---|
| 2024 | 55,761 | 199,997 | 54,347 | Annual RSU vests in full after 1 year; accelerates on change of control | 255,758 |
- Director cash fee policy: $40,000 annual retainer; $10,000 per committee membership; $20,000 per committee chair; paid quarterly in arrears .
- Note: Levine’s 2024 committee fees pro‑rated due to a transition around Sep 18, 2024; currently listed as Governance & Sustainability Committee Chair .
Performance Compensation
Directors do not receive performance-based incentives (e.g., PSUs); equity compensation for directors is time-based RSUs designed for alignment and retention.
| Component | Performance Metric | Weight | Target | Payout Curve |
|---|---|---|---|---|
| Director RSUs | None (time-based) | — | $200,000 annual RSU grant | N/A – vests on time, accelerates on change of control |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed beyond Chegg |
| Committee roles elsewhere | Not disclosed |
| Interlocks/shared directorships | None; Compensation Committee disclosed no interlocks/related-party ties |
| Prior public boards | Not disclosed |
Expertise & Qualifications
- Technology, brand/marketing, risk management, and governance experience across global tech platforms; board matrix indicates AI/Tech innovation and sustainability leadership among her skills .
- Education: B.A. (Miami University), M.B.A. (Harvard Business School) .
- Board leadership: Chair of Governance & Sustainability; expected Lead Independent Director appointment enhances independent oversight .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Components | Notes |
|---|---|---|---|---|
| Marne Levine | 120,365 | <1% | 66,018 shares; 54,347 RSUs vesting within 60 days of Apr 7, 2025 | Director RSUs do not count toward ownership guidelines; still in compliance |
| Options (status disclosure) | 58,175 options outstanding as of Dec 31, 2024 (separate from beneficial count) | — | — | Provides additional potential alignment if in-the-money |
- Stock ownership guidelines: Minimum 3x base annual cash retainer ($40,000) for directors; all non-employee directors are in compliance .
- Hedging/pledging: Company policy prohibits hedging and limits pledging; preclearance required—supports alignment .
Governance Assessment
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Strengths
- Independence and expected Lead Independent Director role bolster board effectiveness and investor confidence .
- Active committee leadership (Governance & Sustainability) and service on Compensation Committee ensure influence on board composition, ESG oversight, and pay practices .
- Director compensation structure is majority equity via time-based RSUs (annual $200,000), aligning with shareholder interests; change-of-control equity acceleration is standard, not excessive .
- No related-party transactions; Compensation Committee disclosed no interlocks—low conflict risk .
- Robust clawback policy; no excise tax gross-ups; double-trigger equity vesting in CoC—shareholder-friendly features .
-
Watch items
- 2024 committee fee pro-ration suggests role transitions; continuity is currently restored with chair status, but transitions warrant ongoing monitoring of committee stability .
- Chegg’s broader equity burn-rate/overhang context is elevated vs some peer benchmarks; while not a director-specific issue, continued scrutiny of equity usage is prudent for alignment and dilution risk .
-
RED FLAGS
- None disclosed for Levine: no low attendance issues; no related-party ties; no pledging/hedging violations; no tax gross-ups; no option repricing .