Melanie Whelan
CHEGGAbout Melanie Whelan
Independent director at Chegg since June 2019; Chair of the Compensation Committee. Managing Director at Summit Partners since June 2020; previously CEO of SoulCycle (2015–2019) and COO (2012–2015). Holds a B.A. in Engineering and Economics from Brown University. Independence affirmed under NYSE standards, including for Compensation Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SoulCycle Inc. | Chief Executive Officer | Jun 2015–Nov 2019 | Led scaling and brand growth |
| SoulCycle Inc. | Chief Operating Officer | Apr 2012–May 2015 | Built operations foundation |
| Equinox Holdings, Inc. | VP, Business Development | Jan 2007–Apr 2012 | Drove brand/business extensions |
| Virgin Management | Leadership; founding team of Virgin America | Pre‑2007 | Early-stage airline launch experience |
| Starwood Hotels & Resorts | Leadership roles | Pre‑2007 | Hospitality operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FIGS, Inc. (NYSE: FIGS) | Director | Effective Jan 1, 2025 | Compensation Committee Chair; Nominating & Corporate Governance member |
| Southern New Hampshire University | Board of Trustees | Since 2020 | Higher-ed governance and oversight |
| Summit Partners | Managing Director | Since Jun 2020 | Growth equity investing |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; independent for Compensation Committee service .
- Committee assignments: Chair, Compensation Committee (members: Whelan, Renee Budig, Marne Levine); 10 meetings in 2024 .
- Attendance and engagement: In 2024, Board held 8 meetings; Compensation Committee held 10; each director attended ≥75% of Board and applicable committee meetings; all directors attended the June 5, 2024 annual meeting .
- Lead independent director: Expected appointment of Marne Levine as Lead Independent Director concurrent with Sarnoff stepping down as Co‑Chair, while remaining on the Board .
- Related party controls: No Item 404 related party transactions since Jan 1, 2024; formal related-party review process led by Audit Committee chair .
- Compensation consultant: Aon retained; assessed independent; no conflicts in 2024 .
Fixed Compensation
| Component | Structure | Amount/Detail | Period |
|---|---|---|---|
| Annual cash retainer | Non‑employee director retainer | $40,000 | 2024 |
| Committee chair fee | Compensation Committee Chair | $20,000 | 2024 |
| Total cash fees (Whelan) | Fees earned or paid in cash | $60,000 | 2024 |
| Annual director RSU | Granted post‑Annual Meeting; 1‑year vest | 54,347 RSUs; grant date FV $199,997 | 2024 |
| Change-of-control | Director awards | RSUs accelerate on a Change of Control | Policy |
- Ownership guidelines: Minimum 3× annual cash retainer ($120,000); all non‑employee directors are in compliance .
Performance Compensation
Chegg’s executive PSU framework (overseen by Compensation Committee chaired by Whelan) for 2024 was tied to three equally weighted metrics; results reduced payouts materially.
| Metric | Threshold/Target | Actual 2024 | Payout Factor Contribution |
|---|---|---|---|
| Total Net Revenues ($) | $627.0M | $617.6M | Below threshold; 0% for this metric |
| Adjusted EBITDA ($) | $149.0M | $149.7M | Achieved at 52.1% of target |
| Free Cash Flow ($) | $68.0M | $50.3M | Below threshold; 0% for this metric |
| Blended PSU payout | — | — | 17.4% of target for NEOs |
- Say‑on‑Pay: 82.0% approval at June 5, 2024 annual meeting, signaling broad support for program design under Whelan’s oversight .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Chegg, Inc. | Director since 2019; Compensation Committee Chair | No Compensation Committee interlocks or Item 404 relationships requiring disclosure in 2024 |
| FIGS, Inc. | Director (effective 1/1/2025); Compensation Committee Chair; Nominating Committee member | External chair role; standard indemnification; initial Form 3 indicated no beneficial ownership at appointment |
- Director commitments policy: Chegg limits directors to ≤4 public boards; Whelan’s disclosed public roles (Chegg, FIGS) are within limits .
Expertise & Qualifications
- Senior executive leadership (CEO/COO experience); brand/marketing; finance/accounting; risk management; AI/tech innovation; education and performance/sustainability orientation, per Chegg’s Board skills matrix .
- Education: Brown University, B.A. in Engineering & Economics .
Equity Ownership
| Holder | Shares Owned Directly | RSUs/Vesting (≤60 days) | Total Beneficial Ownership | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|---|---|
| Melanie Whelan | 43,835 | 54,347 | 98,182 | <1% | 105,376,973 shares as of Apr 7, 2025 |
- Hedging prohibited under compensation practices; clawback policy applies to incentive awards; no excise tax gross‑ups; no dividends on unvested awards; double‑trigger change‑of‑control vesting (unless awards are not assumed) .
Governance Assessment
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Strengths
- Independence and committee leadership: Independent director; Compensation Committee Chair with frequent meetings and structured oversight; independent consultant retained without conflicts .
- Attendance and engagement: Board/committee cadence strong; ≥75% attendance; full annual meeting attendance in 2024 .
- Alignment features: Director equity grants; stock ownership guidelines met; hedging prohibited; clawback policy in place .
- Shareholder feedback: 82% Say‑on‑Pay support in 2024 .
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Watch items / RED FLAGS
- Equity overhang and dilution trajectory: Proposed 2025 amendment increases share reserve by 5,000,000; potential overhang 22.2% on a fully diluted basis; 3‑year average gross burn rate 5.1% vs peer median 3.4% (3.2% adjusted for returned shares). As Compensation Committee Chair, Whelan is central to balancing retention needs vs dilution risk .
- Business headwinds impacting pay outcomes: 2024 PSU payout reduced to 17.4% amid revenue and FCF misses; signals pay‑for‑performance functioning but underscores operating challenges requiring active oversight .
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Related‑party exposure: None disclosed since Jan 1, 2024; Compensation Committee interlocks/insider participation—no relationships requiring Item 404 disclosure in 2024 .
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Board leadership clarity: Transition to a Lead Independent Director enhances independent oversight; monitor effectiveness post‑transition .