Richard Sarnoff

About Richard Sarnoff

Richard Sarnoff (age 66) has served on Chegg’s board since August 2012 and as Co‑Chairperson since July 2018; he is currently Chairman of Media for KKR’s Americas Private Equity platform, with prior senior leadership roles at Bertelsmann and Random House. He holds a BA from Princeton University and an MBA from Harvard University, and brings deep media, digital technology, and education investing experience to Chegg’s board .

Past Roles

External Roles

Board Governance

• Independence: The board determined Sarnoff is independent under NYSE standards; all standing committee members are independent, with additional SEC criteria met for Audit and Compensation committees .
• Committee assignments: Member, Audit Committee; Co‑Chairperson of the Board; not listed on Compensation or Governance & Sustainability Committees .
• Audit oversight: Current Audit Committee members are Renee Budig (Chair), Marcela Martin, Richard Sarnoff, and Ted Schlein; the committee met 5 times in 2024 . The Audit Committee’s 2024 report lists Sarnoff among signatories, affirming oversight of audited financials and auditor independence .
• Attendance: In 2024 each director participated in at least 75% of all board and applicable committee meetings; the board met 8 times, Audit 5, Compensation 10, Governance 5. All directors attended the 2024 annual meeting .
• Board leadership and executive sessions: As Co‑Chair, Sarnoff presides over regularly scheduled executive sessions of non‑employee directors . The board expects to appoint Marne Levine as Lead Independent Director immediately prior to the 2025 annual meeting as Sarnoff steps away from the Co‑Chair role, while remaining on the board—a notable leadership transition signal .
• Director commitments: Chegg policy limits service to four public company boards including Chegg (time‑commitment guardrail) .

Fixed Compensation

• Structure (non‑employee directors, 2024):
  • Annual cash retainer $40,000; committee membership cash retainer $10,000; committee chair cash retainer $20,000; paid quarterly in arrears .
  • Annual RSU grant with grant date fair value $200,000, vesting in full on the one‑year anniversary post‑annual meeting .
  • Policy change: As of February 29, 2024, an annual cash retainer of $75,000 for each non‑employee Co‑Chairperson in lieu of the RSU award (peer alignment, equity burn rate management) .

Note: Despite the February 29, 2024 policy establishing a $75,000 cash retainer in lieu of RSUs for non‑employee Co‑Chairs, Sarnoff is shown with a 2024 RSU grant (54,347 shares; $199,997 grant‑date fair value). Track 2025 disclosures for implementation clarity .

Performance Compensation

• Non‑employee director equity is time‑based RSUs; no director performance‑conditioned equity metrics are disclosed. RSUs vest in full one year from grant, with change‑of‑control acceleration; awards are subject to clawback per plan provisions .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix highlights: Senior executive; public board experience; risk management; finance & accounting; education domain expertise; not self‑reported for AI & tech innovation .
• Education: BA, Princeton University; MBA, Harvard University .
• Sector experience: Senior roles across media/digital, education investments; BDMI founder/president .

Equity Ownership

Governance Assessment

• Board effectiveness: Sarnoff’s long tenure and prior CFO/investment leadership bring financial and sector expertise to Audit oversight; independence affirmed; presides over non‑employee executive sessions, supporting robust independent board dialogue .
• Compensation alignment: Director pay mix is primarily equity, with policy mechanisms to manage burn (e.g., Co‑Chair cash retainer in lieu of RSUs) and plan caps; RSUs vest time‑based with change‑of‑control acceleration but subject to clawback—balanced alignment signals .
• Ownership alignment: Beneficial ownership with unvested RSU position; compliance with director ownership guidelines; hedging prohibited and pledging constrained—positive alignment indicators .
• Conflicts/related‑party exposure: No related‑party transactions requiring disclosure since Jan 1, 2024; independence reconfirmed—low direct conflict risk based on filed disclosures .
• Shareholder signals: 2024 Say‑on‑Pay approval at 82.0% indicates general investor support for compensation governance framework (context for overall governance climate) .

Red flags/watch items

• Implementation clarity: Policy change to cash retainer in lieu of RSUs for non‑employee Co‑Chairs versus 2024 RSU grant shown for Sarnoff—monitor 2025 proxy for consistency and equity burn discipline .
• Time commitments: Multiple external board roles; Chegg policy caps public company board service at four (including Chegg)—monitor ongoing compliance and capacity, especially with expected leadership role transition .
• Equity overhang/burn: Company’s 3‑year average gross burn rate above peer median; continued oversight warranted though plan includes caps and clawback .

Context references:

• 2024 meeting counts/attendance and executive session presiding role .
• Audit Committee membership and responsibilities .
• Independence determinations .
• Director compensation table and RSU grant detail .
• Beneficial ownership table and outstanding shares .
• Related‑party transactions policy and disclosure .
• Say‑on‑Pay 2024 result .
• Board leadership structure and lead independent director transition .