Tim Chen
NERDWALLETAbout Tim Chen
Tim Chen, age 42, is Co‑founder, Chief Executive Officer (since 2009), and Chairman of the Board (since September 2021) of NerdWallet (NRDS). He previously worked as an Investor at JAT Capital and Perry Capital, and as an Equity Research Associate at Credit Suisse; he holds a B.A. in Economics from Stanford University . Under his leadership, 2024 revenue grew 15% year-over-year to $687.6 million and adjusted EBITDA reached $107.9 million; Q4 2024 revenue increased 37% year-over-year to $183.8 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NerdWallet, Inc. | Co‑founder; Chief Executive Officer; Chairman | CEO: 2009–present; Chair: since Sep 2021 | Led product and geographic expansion; 2024 revenue +15% YoY to $687.6m; adjusted EBITDA $107.9m |
| JAT Capital Management, L.P. | Investor | Pre‑2009 | Institutional investing experience informs capital allocation and strategy |
| Perry Capital | Investor | Pre‑2009 | Deep public markets experience |
| Credit Suisse | Equity Research Associate | Pre‑2009 | Fundamental analysis and sector coverage foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $687,500 | $700,000 |
| Target Bonus ($) | Not disclosed | $470,000 (2024 CEO Incentive Program) |
| Actual Bonus Paid ($) | — | $770,800 (non‑GAAP revenue and operating income metrics; certified Mar 18, 2025) |
| All Other Compensation ($) | $15,300 | $16,304 |
| Total Compensation ($) | $6,546,670 (incl. stock awards) | $1,487,104 |
Performance Compensation
| Component | Metric(s) | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| 2024 CEO Cash Incentive | Revenue‑related growth; Non‑GAAP operating income‑related | $470,000 | $770,800; performance certified Mar 18, 2025 | Cash bonus; paid following certification |
| 2023 PSUs (CEO) | EBITDA‑related; Revenue‑related | Grant date fair value $1,753,158 at target | 0% earned (metrics not met) | Service‑based vesting over 3 years if earned; none earned for 2023 |
| Equity Grant Timing & Practices | — | — | — | Committee approves grants on/ before grant date; avoids option grants around filings; no timing around MNPI |
Key governance features:
- Independent compensation consultant (Frederic W. Cook & Co. in 2025; previously Compensia) .
- Clawback policy adopted Oct 2, 2023 per Nasdaq/SEC rules .
- Anti‑hedging; no pledging/margin; no trading in derivatives; short sales prohibited .
Equity Ownership & Alignment
| Holder | Class A Shares | Class B Shares | % Total Voting Power | Notes |
|---|---|---|---|---|
| Tim Chen | 1,311,709 (includes 889,232 options exercisable/vesting within 60 days) | 31,685,652 (100% of Class B via trusts) | 88.46% | Multiple trusts detailed; Trust Protector and Special Trustee voting arrangements disclosed |
Outstanding equity awards (as of Dec 31, 2024):
- Options: 14,880 exercisable / 4,960 unexercisable at $22.18 expiring 5/24/2026; 410,644 exercisable / 44,516 unexercisable at $20.16 expiring 5/24/2031; 11,990 unexercisable at $9.17 expiring 7/1/2027; 361,755 exercisable / 225,023 unexercisable at $8.34 expiring 7/1/2032 .
- RSUs: 89,815 (vest in 16 quarterly installments); 137,129 (vest in 16 quarterly installments) .
- RSU vesting schedule: 16 equal quarterly installments following vesting commencement date; alternative 17‑installment schedule applied to certain awards (no vesting first 4 quarters, then fractional and equal installments), subject to continued service .
Ownership guidelines:
- Company states “Stock Ownership Principles”; CEO agreed to retain holdings worth at least six times total annual cash compensation (no formal policy) .
Insider activity and pressure:
- Insider Trading Policy prohibits pledging/margin, short sales, derivatives, and hedging; 10b5‑1 plans permitted with pre‑clearance; quarterly blackouts enforced .
- One late Form 4 in 2024 for tax withholding on RSU vest (administrative oversight); not a market sale .
Employment Terms
- Offer letter (June 25, 2021): CEO annual base salary set by Compensation Committee; $700,000 effective April 1, 2023 .
- Change‑of‑Control & Severance Policy (effective June 16, 2021; auto‑renewed June 16, 2024): If terminated without cause or resigns for good reason, lump sum base salary for severance period plus COBRA; severance period 6 months; if termination 3 months prior to / 12 months after change in control (“CIC”), severance period 12 months and target bonus paid; amended Mar 15, 2023: full vesting of unvested time‑based equity upon CIC termination; no prorated target bonus in non‑CIC termination .
- CEO Incentive Program: If CIC occurs and program not assumed/replaced, immediate bonus payout at CIC performance level; protections if termination within 12 months post‑CIC or if CIC occurs within 3 months after a qualifying termination .
- No employment agreements; no excise tax gross‑ups; limited perquisites; standard benefits; ESPP available .
Board Governance
- Director since December 2011; Chairman since September 2021; not independent due to CEO role .
- Committee roles: Ex‑officio attendee; does not vote .
- Controlled company: Tim Chen and affiliated trusts control majority voting power; Board maintains independent Audit and Compensation Committees .
- Lead Independent Director: Kenneth T. McBride appointed effective May 22, 2025 .
- Board meeting attendance: Board met 4 times; committees met 8 times in 2024; all directors attended ≥75% .
Director Compensation (for context; CEO not paid as director)
- Annual cash retainers: Board Member $50,000; Audit Chair $20,000; Compensation Chair $12,000; Audit Member $10,000; Compensation Member $6,000 .
- Annual RSU grants to non‑employee directors target $150,000; initial RSU grant $300,000 vesting over 3 years; change‑in‑control full vesting .
Performance & Track Record
- FY 2024 results: Revenue $687.6m (+15% YoY); GAAP net income $30.4m; Q4 revenue $183.8m (+37% YoY); adjusted EBITDA $107.9m (FY) .
- Segment dynamics in Q4 2024: Insurance $72.0m (+821% YoY); Credit cards $35.0m (−19% YoY); Loans $17.6m (−26% YoY); MUUs 19m (−20% YoY) .
- Risk factors highlight dual‑class control and dependence on search and partner budgets .
Compensation Committee Analysis
- Composition: Independent directors (Chair: Lynne Laube; member: Kenneth McBride) .
- Advisors: Frederic W. Cook & Co. (current), previously Compensia .
- Governance: Multi‑year vesting; anti‑hedging; clawback policy; no employment agreements; no gross‑ups .
Equity Awards & Vesting Detail (CEO)
| Grant Date | Type | Quantity | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 5/24/2021 | Option | 14,880 ex. / 4,960 unex. | $22.18 | 5/24/2026 | 25% at 1‑yr; then monthly over 36 months |
| 5/24/2021 | Option | 410,644 ex. / 44,516 unex. | $20.16 | 5/24/2031 | 25% at 1‑yr; then monthly over 36 months |
| 7/1/2022 | Option | 11,990 unex. | $9.17 | 7/1/2027 | 100% on Jan 1, 2026 |
| 7/1/2022 | Option | 361,755 ex. / 225,023 unex. | $8.34 | 7/1/2032 | Monthly over 48 months |
| 7/1/2022 | RSU | 89,815 | — | — | 16 substantially equal quarterly installments |
| 3/15/2023 | RSU | 137,129 | — | — | 16 substantially equal quarterly installments |
Related Party Transactions & Policies
- No related person transactions disclosed for 2024 (and none proposed); formal related party transaction policy overseen by Audit Committee .
- Code of Business Conduct and Corporate Governance Guidelines maintained; insider trading policy exhibits explicit pledging/hedging prohibitions .
Say‑on‑Pay & Shareholder Feedback
- Emerging growth company; exempt from advisory say‑on‑pay vote and CEO pay ratio disclosure .
Investment Implications
- Strong alignment: CEO’s controlling economic/voting stake (100% Class B; 88.46% total voting power) and ownership retention principle create substantial “skin in the game” and low voluntary attrition risk .
- Pay‑for‑performance posture: 2023 PSUs paid 0% on EBITDA/revenue metrics; 2024 CEO bonus tied to objective revenue and non‑GAAP operating income metrics, paid post‑certification, indicating discipline and linkage to results .
- Selling pressure mitigants: Prohibitions on pledging/hedging/margin and the use of blackout windows/pre‑clearance reduce forced selling risk despite ongoing vesting; late 2024 Form 4s were tax‑withholding related, not market sales .
- Governance trade‑offs: Combined Chairman/CEO and dual‑class controlled company status heighten governance and independence concerns; appointment of a Lead Independent Director (May 2025) and independent committees partially offset .