Abigail Blunt
About Abigail Blunt
Abigail Blunt, age 63, is an independent Class III director at Nerdy Inc. (NRDY), serving since 2024 with her current term expiring at the 2027 annual meeting . She has nearly 30 years of experience in government/government affairs, led Global Government Affairs at Kraft Heinz for the decade prior to August 2022, and holds undergraduate degrees in Political Science and English from the University of Maryland .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Heinz Company | Led Global Government Affairs function | Through Aug 2022; led function for 10 years prior | Government/regulatory expertise; governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ardagh Group (Luxembourg) | Director | Since 2020 | Sustainable glass packaging; public company |
| Ardagh Metal Packaging (Luxembourg) | Director | Since 2021 | Sustainable metal packaging; public company |
| SafetyHoldCo (Apollo portfolio company) | Director | Since 2022 | Private portfolio company board |
| Vita-Key | Director | Since 2023 | Board role |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member and Chair; committee membership: Blunt and Stuart Udell; both independent; committee met three times in 2024 .
- Independence: Board determined all directors except CEO Charles Cohn are independent under NYSE/SEC rules; no family relationships among directors/executives .
- Attendance: Board met four times in 2024; each incumbent director attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting .
- Tenure and class: Director since 2024; Class III term expires at 2027 annual meeting .
- Director election: Elected as Class III director on May 1, 2024 with 125,587,531 votes For, 160,120 Withheld; 15,136,297 broker non-votes .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $35,000 | Standard non-employee director retainer |
| Nominating & Corporate Governance Committee Chair fee | $7,500 | Chair differential vs $4,000 member fee |
| Total cash fees earned (2024) | $42,500 | Ms. Blunt elected to receive fees in cash (vs equity) |
| Meeting fees | Not disclosed | No separate per-meeting fees disclosed |
Performance Compensation
| Award Type | Grant Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Initial one-time equity award (non-employee director) | $300,000 | Vests in three equal installments on 1st, 2nd, and 3rd anniversary of grant; vesting ceases upon board departure unless continued by Board | None; time-based vesting (no revenue/EBITDA/TSR metrics disclosed) |
| Annual equity award (non-employee director) | $150,000 | Vests on earlier of 1-year from grant or next annual meeting; vesting ceases upon departure unless continuation/acceleration approved | None; time-based vesting |
| Option awards recognized for 2024 | $300,000 | Grant-date fair value under ASC 718; Ms. Blunt received initial one-time award in year of appointment | Accounting value; not economic realized; assumptions per 10-K Note 18 |
| Equity Position | Quantity |
|---|---|
| Options underlying shares held as of Dec 31, 2024 | 162,690 |
Notes:
- Directors may elect to forgo cash retainers for equivalent-value equity grants; in 2024, all non-employee directors except Ms. Blunt took some/all retainer in equity .
- No director RSUs/PSUs, performance options, or explicit performance metrics tied to director pay are disclosed .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transaction Exposure |
|---|---|---|
| Ardagh Group | Director | No NRDY related-party transactions >$120k since Jan 1, 2024 disclosed |
| Ardagh Metal Packaging | Director | No NRDY related-party transactions >$120k since Jan 1, 2024 disclosed |
| SafetyHoldCo (Apollo) | Director | No NRDY related-party transactions >$120k since Jan 1, 2024 disclosed |
| Vita-Key | Director | No NRDY related-party transactions >$120k since Jan 1, 2024 disclosed |
Expertise & Qualifications
- Government affairs and regulatory strategy; nearly 30 years’ experience; corporate governance .
- Education: University of Maryland, undergraduate degrees in Political Science and English .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power |
|---|---|---|---|
| Abigail Blunt | 174,100 | — | <1% (asterisk indicates less than 1%) |
Additional alignment factors:
- Company policy prohibits pledging, margin accounts, short sales, and derivative transactions in company stock; hedging/pledging prohibited for directors .
- Section 16(a) compliance: All directors timely filed reports in 2024; no delinquent filings noted for Ms. Blunt .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance with clear responsibilities; compliant attendance; strong shareholder support in 2024 election (125.6M For; minimal Withheld); no related-party transactions or family relationships disclosed .
- Alignment: Holds options (162,690 underlying shares) and beneficially owns 174,100 Class A shares; company prohibits pledging/hedging—reduces alignment risk via leverage/hedging .
- Watch items: Ms. Blunt elected cash for retainers while peers largely elected equity in 2024—slightly lower equity mix vs peers, partially offset by initial $300k option award (time-vested) .
- Compensation oversight context: Compensation Committee (Marshall chair; members Mrva, Udell) is fully independent, meets regularly, and reviews director pay; no interlocks or insider participation reported .
RED FLAGS: None observed in disclosures—no related-party transactions, no pledging/hedging, no attendance issues, and strong election support .