Charles Cohn
About Charles Cohn
Charles Cohn, age 39, is Founder, Chairman, President, and Chief Executive Officer of Nerdy Inc. (NRDY). He founded the company in 2007, previously worked in investment banking at Wells Fargo Securities and venture capital at Ascension Ventures (he left Ascension at the end of 2011 to focus on Nerdy full-time), and holds a BSBA in Finance & Entrepreneurship from Washington University in St. Louis . As a director since 2007, he was nominated for re-election in 2025 as a Class I director for a term ending at the 2028 annual meeting . NRDY’s recent performance shows revenue of $162.7M (2022), $193.4M (2023), and $190.2M (2024), with net losses of $63.9M (2022), $67.7M (2023), and $67.1M (2024) .
Company performance snapshot
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($000s) | $162,665 | $193,399 | $190,231 |
| Net Loss ($000s) | $(63,908) | $(67,669) | $(67,142) |
Governance note: Cohn is not independent due to his executive role; board committees are composed of independent directors, and independent directors meet in executive session. The board combines the Chair and CEO roles but emphasizes independent committee oversight and regular executive sessions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wells Fargo Securities | Investment banking (role not otherwise specified) | Not disclosed | Early finance experience prior to founding Nerdy . |
| Ascension Ventures | Venture capital (role not otherwise specified) | Through end of 2011 | Venture investing background; left to scale Nerdy full-time . |
| Nerdy (pre-IPO evolution) | Founder/Leader | 2007–present | Led transformation from offline, labor-intensive in-person tutoring to a scalable online, multi-product learning platform . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Washington University in St. Louis | National council board of the entrepreneurship program (external advisory/board role) | Not disclosed | University ecosystem engagement; entrepreneurship program oversight . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary | $1 | $1 | Board intentionally set nominal cash salary. No CEO short-term cash incentive opportunity . |
| Target bonus % | None | None | CEO is excluded from the executive annual cash plan applied to other NEOs . |
| Actual bonus | None | None | Other NEOs received discretionary bonuses (2024 performance paid in 2025); CEO did not . |
Performance Compensation
Founder Performance Award (granted 2021; up to 9,258,298 performance-based RSUs) with seven stock-price tranches measured on a 90-day average, expiring if unearned by September 20, 2028. Shares earned are subject to a 24-month post-vesting holding requirement (net of tax) .
- Structure and status
| Metric | Weighting | Target(s) | Actual (as of 12/31/24) | Payout mechanics | Vesting/holding |
|---|---|---|---|---|---|
| Stock price (90-day avg) | N/A | $18, $22, $26, $30, $34, $38, $42 per share; 1/7 of award each tranche | 9,258,298 performance RSUs remained unearned/unvested | 1 share per vested RSU; mandatory sell-to-cover for taxes may apply | Vests upon hurdle achievement; any unearned expires 9/20/2028; 24-month holding on net shares |
- Tranche detail
| Stock price hurdle | RSUs per tranche |
|---|---|
| $18.00 | 1,322,614 |
| $22.00 | 1,322,614 |
| $26.00 | 1,322,614 |
| $30.00 | 1,322,614 |
| $34.00 | 1,322,614 |
| $38.00 | 1,322,614 |
| $42.00 | 1,322,614 |
Change-in-control and termination treatment
| Scenario | Treatment |
|---|---|
| Termination without Cause / Good Reason / death or disability (pre-CIC) | Earned portion retained; unearned remains outstanding and can vest during the earlier of the performance period end or 24 months post-termination . |
| Change in Control (CIC) measurement | Hurdles measured using CIC price (with straight-line interpolation); any tranches satisfied vest immediately prior to CIC . |
| CIC – Unvested RSUs not assumed | 50% of unvested RSUs accelerate at CIC; 50% forfeited . |
| CIC – Unvested RSUs assumed | Remaining unvested RSUs vest quarterly over 12 months; if terminated without Cause/for Good Reason in that period, 50% of then-unvested accelerates . |
| Post-vesting holding | Hold 100% of net shares for two years; estate-planning transfers allowed; holding waived on certain terminations . |
| Clawback | Subject to company clawback/recoupment and SEC 10D recovery rules . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/13/2025) | Class A: 45,364,459; Class B: 42,564,998; total voting power: 48.2% . |
| Spousal holdings | Includes 5,619,307 Class A and 5,824,038 Class B held by spouse; Cohn disclaims beneficial ownership of 11,443,345 such shares . |
| Vested vs unvested CEO equity | Founder award: 9,258,298 performance RSUs unearned/unvested as of 12/31/2024 (market value $14,998,443 at $1.62/share) . |
| Options/outstanding | No CEO options disclosed; CEO equity primarily PSUs tied to stock price hurdles . |
| Hedging/pledging | Insider trading policy prohibits short sales, derivatives, pledging, and use as margin collateral; requires trading windows and/or 10b5-1 plans . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in the cited filings . |
| Sell-to-cover | Award documentation provides mandatory sell-to-cover to satisfy tax withholding on vesting . |
Implication for selling pressure: If tranches vest, required two-year holding on net shares reduces immediate supply; any tax-related sell-to-cover could create limited transactional flow around vest dates .
Employment Terms
| Term | CEO (Cohn) |
|---|---|
| Employment agreement term | Not disclosed in proxy/10-K excerpts reviewed . |
| Severance multiples (salary+bonus) | No CEO cash severance multiples disclosed; equity award governs treatment on termination/CIC (see above) . |
| Non-compete / non-solicit | Not specifically disclosed for CEO; NEO executive agreements (excluding CEO) include 18-month non-compete and non-solicit . |
| Clawback policy | Company compensation recovery policy applies; also subject to SEC Rule 10D . |
| Perquisites / tax gross-ups | None disclosed for CEO in the cited filings . |
| Say-on-pay | As an emerging growth company, NRDY is not required to conduct say-on-pay votes . |
| Compensation consultant | Compensia engaged by Compensation Committee (independent; no conflicts noted) . |
Board Governance (director service, committees, independence)
- Service history: Director since 2007; Class I director; nominated and recommended by the board for re-election in 2025 for a term ending in 2028 .
- Roles: Founder, Chairman, and CEO; not independent .
- Committee structure: All three standing committees (Audit, Compensation, Nominating & Governance) are fully independent; chairs are Greg Mrva (Audit), Woody Marshall (Compensation), and Abigail Blunt (Nominating & Governance) .
- Board leadership: No policy requiring separate Chair/CEO; independent directors hold executive sessions and have access to independent advisors .
- Attendance: The board met 4 times in 2024; each incumbent director attended ≥75% of aggregate board and committee meetings .
- Director compensation: Non-employee directors receive cash retainers and annual equity; the CEO does not receive separate director fees (CEO compensation is reported in the executive tables) .
Related-Party and Legal/Regulatory Considerations
- Related-party transactions: None over $120,000 since Jan 1, 2024 beyond compensation arrangements disclosed .
- Legal proceedings: No material legal proceedings involving directors adverse to the company .
- Regulatory/execution risk: Company notes exposure to issues such as independent contractor classification of Experts, data privacy, and other regulatory matters; these can impact operations and performance .
Additional Context on Executive Pay Design (for alignment)
- Philosophy: Heavy emphasis on long-term equity and pay-for-performance; CEO cash pay set at $1 with no annual cash incentive; other NEOs’ 2024 cash plan tied to revenue and adjusted EBITDA did not pay out, though discretionary cash bonuses were awarded in early 2025 for 2024 performance .
- Founder Performance Award intent: Designed with “challenging” stock price hurdles well above grant-date valuation to align with significant shareholder value creation over seven years .
Investment Implications
- Alignment and incentives: CEO pay is almost entirely stock-price based with seven escalating hurdles through $42, encouraging multi-year value creation; required two-year post-vesting holding mitigates near-term selling risk if tranches vest .
- Governance risk/benefit: Cohn’s 48.2% voting power concentrates control—facilitating decisive execution but reducing minority shareholder influence; independent committees and executive sessions provide checks, but there is no lead independent director disclosed .
- Trading signals: Monitor proximity to 90-day stock-price hurdles ($18/$22/$26/$30/$34/$38/$42) for potential vesting events (possible limited sell-to-cover flow); note 24-month holding on net shares reduces immediate float impact .
- Retention risk: The large unearned founder award (9.26M PSUs unearned as of 12/31/24) is retentive and performance-contingent; award includes continued vesting opportunities for up to 24 months post-qualifying termination and structured CIC protections, reducing unwanted departure risk .
- Performance backdrop: Revenues grew from 2022 to 2023 and declined modestly in 2024; persistent net losses underscore execution risk in scaling profitability—relevant when considering stock-price hurdles as the sole CEO performance metric .