Chris Swenson
About Chris Swenson
Chris Swenson (age 53) is Nerdy’s Chief Legal Officer and Corporate Secretary; he has served as CLO since August 2019, having started the company’s legal department in May 2015 as VP & General Counsel. He previously was a partner at Polsinelli PC and began serving as Nerdy’s outside counsel in 2008. He holds a BSBA with distinction and a BA from Washington University in St. Louis and a JD from the University of Missouri-Kansas City . As of February 13, 2025, he beneficially owned 964,710 Class A shares and 1,023,348 Class B shares (1.1% of total voting power), aligning meaningful personal exposure to equity performance . The company’s annual incentive plan ties executive payouts to revenue and adjusted EBITDA; it paid 105% of target in 2023 but did not achieve payout thresholds in 2024 (the compensation committee approved a discretionary bonus for 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nerdy Inc. | VP & General Counsel; founded internal legal function | 2015–2019 | Built legal department, supported growth and SPAC reverse recapitalization |
| Nerdy Inc. | Chief Legal Officer & Corporate Secretary | 2019–present | Oversees legal, governance, SEC filings, supports risk and corporate strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Polsinelli PC | Partner (outside counsel to Nerdy) | 2008–2015 | Led external legal support for Nerdy from early-stage through scale-up |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 420,000 | — | 50,000 (discretionary) | 11,170 (401k match) |
| 2023 | 400,000 | 25% of base | 104,593 (plan payout) | 10,909 (401k match) |
Notes:
- 2024 annual incentive plan goals were revenue and adjusted EBITDA; company did not achieve thresholds for plan payout, but committee approved discretionary cash bonuses .
- 2023 annual incentive plan goals were revenue and adjusted EBITDA; payout achieved at 105% of target opportunity .
Performance Compensation
| Year | Incentive Type | Metric(s) | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 | Annual cash plan | Revenue; Adjusted EBITDA | Not disclosed | No plan payout; discretionary cash bonus paid | Cash (paid in early 2025) |
| 2023 | Annual cash plan | Revenue; Adjusted EBITDA | Not disclosed | 105% of target opportunity paid | Cash (paid 2023) |
| 2024 | RSUs | Time-based RSUs (multiple grants) | N/A | N/A | Quarterly through specific dates (see table below) |
| 2023 | RSUs | Time-based RSUs | N/A | N/A | Quarterly through specific dates (see table below) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 13, 2025) | 964,710 Class A; 1,023,348 Class B; 1.1% total voting power |
| Unvested RSUs (12/31/2024) | 61,875 ; 66,765 ; 61,905 ; 243,507 ; 500,000 (total 934,052 derived) |
| Options | None outstanding; company granted no options/SARs to NEOs in 2024 |
| Pledging/Hedging | Company policy prohibits pledging, margin use, and hedging for officers/directors |
| Ownership guidelines | Not disclosed |
RSU Vesting Schedules (Outstanding at 12/31/2024)
| Grant/Type | Shares/Units | Vesting Schedule |
|---|---|---|
| RSU tranche | 61,875 | Equal quarterly through Aug 15, 2025 |
| RSU tranche | 66,765 | Equal quarterly through Feb 15, 2026 |
| RSU tranche | 61,905 | Equal quarterly through May 15, 2025 |
| RSU tranche | 243,507 | Equal quarterly through Jun 15, 2026 |
| RSU tranche | 500,000 | Equal quarterly through May 15, 2027 |
Insider Transactions and Selling Pressure
- Multiple routine “sell-to-cover” Form 4 transactions associated with RSU vesting to satisfy tax withholding, not discretionary sales:
- Feb 18, 2025: Sold 58,220 shares at $1.80 (sell-to-cover); post-trade 1,685,028 direct shares
- Mar 17, 2025: Sold 19,126 shares at $1.54 (sell-to-cover)
- May 16, 2025: Sold 53,514 shares at $1.67 (sell-to-cover)
- Jun 16, 2025: Sold 17,718 shares at $1.61 (sell-to-cover)
- Aug 18, 2025: Sold 37,845 shares at $1.27 (sell-to-cover); Form 4 explanation explicitly notes automatic sell-to-cover for RSU vesting
- Sep 16, 2025: Sold 18,428 shares at $1.27 (sell-to-cover) with post-trade beneficial ownership detail (1,039,937 Class A + 498,460 RSUs)
- Nov 17, 2025: Sold 28,810 shares at $0.84 (sell-to-cover for 63,353 RSUs vesting) per article summarizing Form 4
- Pattern indicates administrative liquidity for tax obligations rather than discretionary selling pressure; policy prohibits hedging/pledging, reducing alignment risk .
Employment Terms
| Provision | Key Terms |
|---|---|
| Executive Services Agreement | In place for CLO; defines base comp and benefits |
| Severance | 3 months’ base compensation upon termination without cause or resignation for good reason, subject to release |
| Change-in-Control | If terminated without cause on or within 12 months of a change-in-control, 50% of then-outstanding unvested equity awards accelerate (double-trigger) |
| Non-compete | During employment and 18 months post-termination |
| Non-solicit | During employment and 18 months post-termination |
| Confidentiality & IP | Confidentiality and invention assignment required |
| Clawback / Gross-ups | Not disclosed |
| Benefits | Eligible for company-wide benefits and 401(k) plan (company may make discretionary matching contributions) |
Investment Implications
- Alignment and upside: Significant RSU exposure with multi-year vesting (934k+ units outstanding at 12/31/2024), combined with prohibitions on pledging/hedging, indicates strong skin-in-the-game and mitigates misalignment risks .
- Pay-for-performance discipline: Annual incentive tied to revenue and adjusted EBITDA paid above target in 2023 (105%); no plan payout in 2024 reflects discipline, with modest discretionary bonuses for critical contributors (CLO: $50k) .
- Retention risk: Severance of 3 months’ base is relatively light; however, double-trigger 50% RSU acceleration upon change-in-control and continued RSU vesting across 2025–2027 provide retention incentives .
- Trading signals: Insider transactions are primarily sell-to-cover for RSU tax obligations (routine and non-directional); no disclosed hedging/pledging; ownership increased in absolute terms over time, and post-trade filings show substantial continuing exposure .
- Governance context: As an emerging growth company, Nerdy is not required to hold say-on-pay votes; compensation committee uses independent consultant (Compensia), and options were not used for NEOs in 2024 (RSU-heavy mix reduces risk of option repricing) .