Renee Budig
CHEGGAbout Renee Budig
Independent director of Chegg, Inc. since November 2015; age 64 as of the 2025 record date. Former EVP & CFO of Paramount Streaming (Paramount Global/CBS Interactive), CFO of Hightail, and VP Finance at Netflix; prior public board service at iRhythm Technologies. Holds a B.S. in Business Administration from UC Berkeley; serves as Chair of Chegg’s Audit Committee and member of the Compensation Committee. Determined independent under NYSE standards; designated an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paramount Streaming (Paramount Global/CBS Interactive) | Executive Vice President & Chief Financial Officer | Sep 2012 – Jan 2021 | Division of Paramount Global (formerly CBS Interactive) |
| Hightail (YouSendIt, acquired by OpenText) | Chief Financial Officer | 2010 – Sep 2012 | Cloud content transfer/service |
| Netflix, Inc. | Vice President of Finance | 2006 – 2010 | Consumer streaming media |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iRhythm Technologies | Director | Apr 2020 – May 2023 | Not disclosed in proxy |
Board Governance
- Committee leadership: Chair, Audit Committee; member, Compensation Committee. Audit members: Budig (Chair), Marcela Martin, Richard Sarnoff, Ted Schlein; Compensation members: Melanie Whelan (Chair), Renee Budig, Marne Levine. Audit met 5 times in 2024; Compensation met 10 times.
- Independence: Board determined Budig and other non-employee directors are independent; Budig also meets SEC audit and compensation committee independence requirements and is designated an Audit Committee financial expert.
- Attendance: Board held 8 meetings in 2024; all directors participated in at least 75% of board and committee meetings during their service; all directors attended the 2024 Annual Meeting.
- Lead independent oversight: Board expects Marne Levine to be appointed Lead Independent Director prior to the 2025 Annual Meeting as Sarnoff steps away from Co-Chair role; non-employee sessions presided by Sarnoff.
- Related-party transactions: None requiring Item 404(a) disclosure since Jan 1, 2024; policy requires Audit Chair review of any such transactions.
Fixed Compensation
| Component | Policy | Budig 2024 |
|---|---|---|
| Board retainer (cash) | $40,000 annual, paid quarterly | Included in total cash fees ($66,813) |
| Committee member retainer (cash) | $10,000 per committee (non-chair) | Pro-rated for her transition to Compensation Committee on Apr 3, 2024 |
| Committee chair retainer (cash) | $20,000 per committee chair | Audit Committee Chair included in cash fees ($66,813) |
| Co-Chairperson retainer (cash) | $75,000 per non-employee Co-Chairperson (effective Feb 29, 2024); replaces RSU | Not applicable to Budig (not Co-Chair) |
Performance Compensation
| Equity Type | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual Director RSU | $199,997 grant-date fair value; 54,347 shares granted to each continuing director as of June 5, 2024 | Vests in full on one-year anniversary of grant | Director equity accelerates on Change of Control |
| Options | 43,445 options outstanding (as of Dec 31, 2024) | Not disclosed | No option repricing permitted under plan governance |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Budig in 2025 proxy |
| Prior public boards | iRhythm Technologies (Apr 2020 – May 2023) |
| Compensation Committee Interlocks | None; no relationships requiring Item 404 disclosure; no officers served on boards with reciprocal execs |
Expertise & Qualifications
- Financial/accounting expertise; designated Audit Committee financial expert.
- Consumer technology and media finance leadership (Paramount Streaming, Hightail, Netflix).
- Board skills matrix lists finance & accounting and risk management among director experiences.
Equity Ownership
| Ownership Measure | Amount | Notes |
|---|---|---|
| Shares owned directly | 59,368 | Beneficial ownership as of Apr 7, 2025 |
| Unvested RSUs (vesting ≤60 days) | 54,347 | Included in beneficial ownership under SEC rules |
| Options outstanding | 43,445 | As of Dec 31, 2024 |
| Total beneficial ownership | 113,715 | Represents <1% of shares outstanding |
| Shares outstanding (denominator) | 105,376,973 (Apr 7, 2025) | Used for % context |
| Ownership guidelines | Directors must hold ≥3x $40,000 retainer; all directors in compliance | RSUs/PSUs/options excluded from guideline count |
| Hedging/pledging | Company policy prohibits hedging and pledging without preclearance; no pledges disclosed for Budig |
Governance Assessment
- Strengths: Independent director with deep finance background; Audit Chair and SEC-designated financial expert; solid attendance; clear insider trading, anti-hedging/pledging, and clawback policies; no related-party transactions or compensation interlocks noted. These factors support audit oversight quality and investor confidence.
- Alignment: Receives standard director retainer plus annual RSU grant that vests in one year; complies with ownership guidelines, with disclosed beneficial ownership including RSUs vesting within 60 days.
- Watch items: Company-wide equity burn rate averaged ~5.1% (2022–2024) and requested a 5,000,000-share increase to the 2023 Plan (≈4.7% of outstanding), elevating dilution overhang to ~22.2%; while plan includes guardrails (no repricing, double-trigger CoC, director caps), continued monitoring of dilution versus performance and pay outcomes is warranted.
Director Compensation (2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $66,813 |
| RSU Awards (grant-date fair value) | $199,997 |
| Total | $266,810 |
| RSU Shares Granted | 54,347 |
Insider Trades
- No Form 4 transaction details are disclosed in the proxy; beneficial ownership and outstanding awards reported above. For current Section 16 filings, refer to Chegg’s SEC filings page.
Policies and Controls Relevant to Confidence
- Clawback policy adopted Oct 2023, compliant with NYSE/SEC rules; applies to incentive-based compensation.
- No excise tax gross-ups; equity plan prohibits repricing; double-trigger vesting on change-of-control; director compensation caps.
- Say-on-pay support of 82.0% at June 5, 2024 meeting (executive program), indicating shareholder alignment with compensation framework.