Christopher (Woody) Marshall
About Christopher (Woody) Marshall
Independent Class II director of Nerdy Inc. (NRDY); age 56; on Nerdy’s Board since September 2021 and previously on Nerdy LLC’s board of managers since June 2015. Background: General Partner at Technology Crossover Ventures (TCV) since 2008; prior 12 years at Trident Capital; education includes a BA in Economics (Hamilton College) and MBA (Kellogg School of Management, Northwestern). Current public company directorships include Spotify Technology S.A. (Lead Independent Director) and Payoneer Global, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trident Capital | Venture capital investor (12 years) | c. 1996–2008 (as disclosed: “spent 12 years”) | Technology-focused investing; senior investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Technology Crossover Ventures (TCV) | General Partner | Since 2008 | Senior investing role; affiliated with entities that collectively hold ~11.4% voting power in NRDY |
| Spotify Technology S.A. | Director; Lead Independent Director | Current | Board leadership role; governance oversight |
| Payoneer Global, Inc. | Director | Current | Public company directorship |
| Various private companies | Director | Current | Multiple private board seats |
Board Governance
- Board class/tenure and independence: Class II director; term expires at 2026 annual meeting; Board has determined all directors except CEO Charles Cohn are independent (includes Marshall) .
- Committees: Compensation Committee Chair (members: Marshall, Greg Mrva, Stuart Udell); Audit Committee member (Chair: Greg Mrva; members: Mrva, Marshall, Rob Hutter) .
- Committee activity: Audit Committee met 4 times in 2024; Compensation Committee met 4 times in 2024; Nominating & Corporate Governance Committee met 3 times in 2024 .
- Attendance: In 2024, each incumbent director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership & risk oversight: Independent directors comprise all standing committees; independent directors meet in executive session; oversight spans financial integrity, compensation, nomination, and governance per committee charters .
- Related-party review: Audit Committee reviews related party transactions and approved none >$120,000 since Jan 1, 2024 .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Board annual retainer | $35,000 | Standard non-employee director cash retainer |
| Audit Committee: member retainer | $8,000 | Member fee |
| Compensation Committee: chair retainer | $12,000 | Chair fee |
| Total cash (earned; delivered via equity election) | $55,000 | Matches Fees Earned/Paid in Cash; Marshall elected to take fees in options per program |
- 2024 Director cash/equity election: With the exception of Mr. Hutter and Ms. Blunt, non-employee directors elected to receive cash fees in the form of stock options; Marshall elected equity for his fees .
Performance Compensation
| Instrument | 2024 Grant Date Fair Value (USD) | Vesting | Notes |
|---|---|---|---|
| Stock options (annual director grant) | $150,000 | Vests on earlier of 1-year anniversary or next annual meeting; ceases upon board departure unless Board determines otherwise | Valued under ASC 718; Marshall received annual options; initial one-time $300,000 equity awards apply to newly elected directors (not applicable to him in 2024) |
- Number of shares underlying outstanding director options (as of 12/31/2024): 318,470 .
- Option valuation methodology: ASC 718 assumptions per 10-K Note 18 .
Performance metrics tied to director compensation: Not applicable; director equity awards are time-based, not performance-based .
Other Directorships & Interlocks
| Company | Role | Interlock/Ownership Link | Governance Consideration |
|---|---|---|---|
| Spotify Technology S.A. | Lead Independent Director | None disclosed with NRDY | Senior governance role; independent leadership experience |
| Payoneer Global, Inc. | Director | None disclosed with NRDY | Additional public company governance perspective |
| Entities affiliated with TCV | General Partner (Marshall) | TCV-affiliated entities collectively hold 11.4% voting power in NRDY | Potential influence via significant holder; Board reviewed independence considering >5% holders; Marshall deemed independent |
Expertise & Qualifications
- Capital markets and technology investing: General Partner at TCV; 12 years at Trident Capital; multiple public/private boards .
- Financial literacy and audit oversight: Audit Committee member; committee meets NYSE financial literacy requirements .
- Education: BA in Economics (Hamilton College); MBA (Kellogg School of Management, Northwestern University) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power | Notes |
|---|---|---|---|---|
| Christopher (Woody) Marshall | — | — | <1% | Sole voting and dispositive power for 318,470 shares of Class A, but no pecuniary interest; disclaims beneficial ownership except to extent of pecuniary interest |
| Entities affiliated with TCV | 4,153,607 | 16,636,527 | 11.4% | TCV structure detailed; entities may be deemed beneficial owners; addresses and control relationships disclosed |
- Hedging and pledging: Company insider trading policy prohibits short sales, derivatives, hedging, and pledging of Company securities by directors and certain others .
Insider Trades and Section 16 Compliance (2024)
| Insider | Form 4 Filing Timeliness (2024) | Notes |
|---|---|---|
| Christopher (Woody) Marshall | Timely | Based on company review; only one late Form 4 identified in 2024 related to CFO (Mr. Pello) |
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair and Audit Committee member with regular meeting cadence; attendance ≥75% across Board/committees; additional governance experience as Lead Independent Director at Spotify supports board effectiveness and investor confidence .
- Alignment: Director compensation is heavily equity-oriented; Marshall elected to receive 2024 cash retainers in options, increasing alignment; outstanding director options: 318,470 .
- Conflicts/related-party exposure: TCV-affiliated entities hold ~11.4% voting power; Marshall is a TCV General Partner; Board considered relationships with >5% holders in independence determinations and concluded Marshall is independent; no related-party transactions >$120,000 disclosed since Jan 1, 2024 .
- Policies mitigating risk: Prohibition on hedging/pledging; audit committee oversight of related-party transactions and financial integrity .
- Say-on-Pay context: As an emerging growth company, Nerdy is not required to conduct advisory say-on-pay votes, limiting shareholder feedback via that mechanism .
Red flags to monitor:
- Significant holder interlock via TCV: Ongoing monitoring of transactions, committee decisions, and any TCV-related matters is warranted despite current independence determination .
- Director equity concentration: While alignment is positive, option-heavy compensation could create sensitivity to stock price volatility; ensure grant timing adheres to policy (Board states awards not timed around MNPI) .