Nathan Schultz
CHEGGAbout Nathan Schultz
Nathan Schultz (age 47) is Chegg’s President and Chief Executive Officer (June 1, 2024–Oct 27, 2025) and a Class I Director since 2024; on Oct 27, 2025 he transitioned to Executive Advisor as Dan Rosensweig returned to the CEO role . He joined Chegg in 2008 and previously served as COO (2022–2024), President of Learning Services (2018–2022), Chief Learning Officer (2014–2018), Chief Content Officer (2012–2014), VP Content Management (2010–2012), and Director of Textbook Strategy (2008–2010); he holds a B.A. in History from Elon University . Under 2024 performance, Chegg delivered $617.6M total revenue, $149.7M adjusted EBITDA, and $50.3M free cash flow; PSUs for executives paid at 17.4% of target, reflecting challenging conditions (notably traffic impacts), with a 2025 strategic review culminating in the standalone decision and restructuring .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chegg, Inc. | President & CEO; Director (Class I) | 2024–Oct 27, 2025 (CEO); Director since 2024 | Led transition to AI-powered learning; guided 2025 strategic review |
| Chegg, Inc. | Chief Operating Officer | 2022–2024 | Company-wide operating leadership during product/AI integration |
| Chegg, Inc. | President, Learning Services | 2018–2022 | Drove learning services business |
| Chegg, Inc. | Chief Learning Officer | 2014–2018 | Led learning strategy and product |
| Chegg, Inc. | Chief Content Officer | 2012–2014 | Content strategy leadership |
| Chegg, Inc. | VP, Content Management | 2010–2012 | Scaled content operations |
| Chegg, Inc. | Director, Textbook Strategy | 2008–2010 | Early strategy roles supporting shift from textbooks |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| R.R. Bowker LLC | Management positions | Pre-2008 | Bibliographic information and management solutions experience |
| Monument Information Resource | Management positions | Pre-2008 | Marketing intelligence experience |
| Pearson Education | Management positions | Pre-2008 | Education publishing/assessment exposure |
| Jones & Bartlett Learning (Ascend Learning) | Management positions | Pre-2008 | Education solutions operating experience |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 900,000 | 1,000,000 (rate after promotion) | 2024 actual paid salary $958,333 in SCT |
| Annual Cash Bonus | None disclosed | None disclosed | Company generally does not grant annual cash bonuses to executives |
| Total Reported Compensation ($) | 7,513,175 | 4,131,883 | SCT totals include equity grant-date fair values |
Performance Compensation
| Metric (FY) | Weighting | Target | Actual | Payout | Vesting Mechanics |
|---|---|---|---|---|---|
| Total Net Revenues (2024) | 1/3 | $627.5M | $617.6M | 0% component (below threshold) | PSUs earned 17.4% overall, tranches vest through 2027 if service continues |
| Adjusted EBITDA (2024) | 1/3 | $149.0M | $149.7M | 52.1% component | As above |
| Free Cash Flow (2024) | 1/3 | $68.0M | $50.3M | 0% component | As above |
| 2024 PSU Payout | — | — | — | 17.4% weighted payout | Schultz 2024 PSUs vest: half on 6/12/2025 (earned portion), then 50% on 6/12/2026 and 6/12/2027 for second tranche |
| 2023 PSU Payout | Equal-weight: Revenue/Adj. EBITDA/FCF | Various (see proxy) | $716.3M revenue; $222.4M Adj. EBITDA; $172.9M FCF | 35.6% weighted payout | Schultz’s 2023 PSUs vest over 3 years: 1/3 on 3/12/2024 then quarterly for 24 months |
Equity Awards Detail
| Type | Grant Date | Shares | Grant-Date Value ($) | Key Vesting Terms |
|---|---|---|---|---|
| RSU (CEO transition) | 6/1/2024 | 412,500 | 1,579,875 | 1/3 on 6/12/2025; remainder in 8 equal quarterly installments over next 24 months |
| PSU (CEO transition) | 6/1/2024 | 412,500 target | 1,579,875 | Two equal tranches; earned shares based on FY metrics; tranche 1 vests 6/12/2025 (earned portion); tranche 2 vests 50% on 6/12/2026 and 50% on 6/12/2027 (earned) |
| 2024 Mix | — | — | — | CEO equity mix 50% RSU / 50% PSU |
| Prior cycle (2023) RSU | 3/27/2023 | 207,677 | 3,299,988 | 1/3 on 3/12/2024; remainder quarterly over 24 months |
| Prior cycle (2023) PSU | 3/27/2023 | 207,677 target | 3,299,988 | Earned 35.6%; vesting for Schultz over 3 years (1/3 on 3/12/2024; remainder quarterly over 24 months) |
Equity Ownership & Alignment
| As-Of Date | Total Beneficial Ownership (shares) | Ownership % | Breakdown |
|---|---|---|---|
| Apr 7, 2025 | 466,237 | <1% | 149,785 direct; 161,647 in Schultz Family Trust; 154,805 RSUs vesting within 60 days |
| Apr 8, 2024 | 233,267 | <1% | 71,620 direct; 161,647 in Schultz Family Trust |
- Ownership guidelines: CEO must hold 3x base salary; all executive officers were in compliance as of 12/31/2024 .
- Hedging/pledging: Hedging prohibited; pledging requires pre-clearance; short sales/options transactions prohibited under Insider Trading Policy .
- Insider activity: The company disclosed one late Section 16 report covering two transactions for Schultz and Rosensweig during 2024; details not provided in the proxy .
Employment Terms
| Topic | Schultz Terms |
|---|---|
| Severance Plan | Covered as CEO under Severance Plan adopted Oct 17, 2024 (Rosensweig has a separate Executive Chairman agreement) |
| Double-trigger CIC (≤ 2 years after Effective Date) | 1.5x base salary + 1.5x target bonus; 18 months COBRA; 100% acceleration of unvested time-based and performance-satisfied awards; performance-subject awards per agreement (target or actual if determinable) |
| Double-trigger CIC (> 2 years) | 1.5x base salary + 1.5x target bonus; 18 months COBRA |
| Involuntary termination (no CIC, ≤ 2 years) | 1.25x base salary + 1.25x target bonus; 15 months COBRA; 12 months vesting acceleration for time-based and performance-satisfied awards |
| Involuntary termination (no CIC, > 2 years) | 1.0x base salary; 12 months COBRA; 12 months vesting acceleration for time-based and performance-satisfied awards |
| Clawback | Dodd-Frank compliant clawback adopted Oct 2023; applies to incentive-based compensation up to 3 years back if restatement; no-fault enforcement |
| Tax gross-ups | None; plan explicitly avoids excise tax gross-ups |
| Bonus plan | Company generally does not grant annual cash bonuses; severance calculations reference “target bonus” only if a bonus plan is adopted |
Board Governance
- Board service: Class I Director since 2024; no committee memberships (executive directors are not independent) .
- Leadership/independence: Chegg employs a Co-Chair model with an executive Co-Chair (Rosensweig) and an independent Co-Chair (Sarnoff); a Lead Independent Director (Marne Levine) was expected to assume the role as Sarnoff stepped away from Co-Chair while remaining on the board . Schultz, as CEO and Director, is not independent .
- Attendance: In 2024, each director participated in at least 75% of board/committee meetings; Board held 8 meetings (Audit 5; Compensation 10; Governance & Sustainability 5) .
- Director compensation: Schultz received no director compensation as an employee director .
Compensation Structure Analysis
- Pay mix and at-risk pay: 2024 CEO target equity mix was 50% RSU / 50% PSU; the company generally does not provide cash bonuses, elevating equity’s share of compensation and increasing sensitivity to stock/operational performance .
- Performance rigor: 2024 PSU metrics (total net revenue, adjusted EBITDA, free cash flow) were equal-weighted with clear threshold/target/maximum; outcome was a low 17.4% payout, evidencing alignment and downside risk when results underperform .
- Trend vs 2023: 2023 PSUs paid at 35.6%; 2024 payout fell further as revenue and FCF missed thresholds, though adjusted EBITDA narrowly exceeded threshold .
- Equity vesting/retention: CEO RSUs/PSUs vest over three years with front-loaded tranches, delivering retention while linking realizable value to share price and performance certification .
- Share usage/dilution oversight: 2025 amendment increased equity plan capacity by 5M shares (to 10,037,610 under the 2023 Plan), justified by retention needs and peer-market dynamics; features include no repricing, double-trigger CoC treatment, no evergreen, director caps, and clawback . The amendment was approved on June 4, 2025 .
Performance & Track Record
| Year | Total Net Revenue ($) | Adjusted EBITDA ($) | Free Cash Flow ($) | Notes |
|---|---|---|---|---|
| 2024 | 617,574,000 | 149,667,000 | 50,252,000 | PSU payout 17.4% |
| 2023 | 716,295,000 | 222,389,000 | 172,933,000 | PSU payout 35.6% |
- Strategic developments: In Oct 2025, after a comprehensive strategic review with Goldman Sachs, Chegg chose to remain a standalone public company, announced a restructuring aimed at increasing cash flow and investing in the skilling market, and effected a CEO transition (Rosensweig returned as CEO; Schultz became Executive Advisor) .
- Governance/say-on-pay: Say-on-Pay approval was 82.0% in 2024; 84.8% in 2023, indicating general shareholder support for executive pay structure .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: 82.0% “FOR” vote; Committee noted stockholder engagement and program evolution (e.g., inclusion of free cash flow metric) .
- 2023 Say-on-Pay: 84.8% “FOR” vote, with continued outreach and program adjustments .
Compensation Peer Group (Context)
- 2024 peer group (19 companies) included Coursera, Udemy, Stride, PowerSchool, Yext, ZipRecruiter, etc.; Chegg noted industry classification differences and burn-rate benchmarking nuances vs software peers .
- Independent consultant: Aon served as the independent compensation consultant in 2024; no conflicts noted .
Investment Implications
- Alignment and discipline: Schultz’s 2024 payout at 17.4% evidences strong pay-for-performance mechanics; no cash bonus program, robust clawback, and double-trigger CIC support investor alignment .
- Retention vs dilution trade-off: 2024–2025 equity awards are sizeable to retain leadership through transition, while the 2025 plan amendment expands capacity; governance protections (no repricing/evergreen, director caps) mitigate dilution risk but investors should monitor burn rate and overhang as the restructuring proceeds .
- Execution risk: 2024 underperformance on revenue and FCF and the 2025 strategic pivot (traffic headwinds, AI transition, workforce reduction) increase execution risk; leadership change (Schultz to Executive Advisor) concentrates operational accountability with Rosensweig, potentially reducing near-term continuity in Schultz-led initiatives .
- Ownership and selling pressure: Beneficial ownership rose y/y (233,267 to 466,237 shares), driven by service-based vesting and awards; hedging and pledging are restricted, reducing alignment red flags. Investors should continue to monitor Form 4 activity for net share disposition or accumulation trends; note one late Section 16 filing referenced in 2025 proxy .