Greg Mrva
About Greg Mrva
Independent Class I director at Nerdy Inc. since 2021; age 55; currently chairs the Audit Committee and serves on the Compensation Committee. Mrva is CFO of GoFundMe; previously CFO of StubHub (2018–2020) and a managing director at Morgan Stanley where he led Global Internet Banking (2013–2018). He holds a B.A. from the University of Virginia and a J.D. from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Pace Tech Opportunities Corp. | President | Aug 2020 – Sept 2021 | Led SPAC that combined with Nerdy in Sept 2021; continued as Nerdy director from Sept 2021 . |
| StubHub (incl. eBay finance leadership team) | Chief Financial Officer; led North America | 2018 – 2020 | Completed sale of StubHub to Viagogo in Feb 2020 for $4B; sat on StubHub and eBay finance leadership teams . |
| Morgan Stanley | Managing Director, led Global Internet Banking | 2013 – 2018 | Advised on IPOs and financings for Alibaba, Snap, LendingClub, GoDaddy, Yext; financings for Amazon, eBay, Google, Facebook, PayPal, MercadoLibre, Zynga . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GoFundMe | Chief Financial Officer | Current | Current primary operating role (non-director) . |
Board Governance
- Committee assignments: Audit Committee Chair and “audit committee financial expert”; members: Mrva (Chair), Marshall, Hutter; committee met 4 times in 2024 .
- Compensation Committee member; chair is Marshall; committee met 4 times in 2024 .
- Independence: Board determined all directors except CEO Charles Cohn are independent; Mrva is independent under NYSE and SEC rules .
- Attendance: The Board met 4 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Class I director; nominated for re‑election at the 2025 annual meeting for a term ending at the 2028 annual meeting .
- Oversight scope as Audit Chair includes integrity of financials, internal controls, auditor independence, internal audit, related‑party transactions review, and financial/cybersecurity risk oversight; Audit Committee report signed by Mrva as Chair .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 35,000 | Standard non‑employee director retainer . |
| Audit Committee Chair retainer | 20,000 | Chair premium . |
| Compensation Committee member retainer | 5,000 | Member fee . |
| Total cash fee basis (2024) | 60,000 | Matches 2024 disclosure for Mrva . |
| 2024 Director Pay (Formally Reported) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 60,000 |
| Option Awards (grant-date fair value) | 150,000 |
| Total | 210,000 |
- Equity in lieu of cash: Each director (except Hutter and Blunt) elected to receive cash fees in the form of stock options; this election applied to Mrva in 2024 .
Performance Compensation
| Item | Detail |
|---|---|
| Annual director equity grant | $150,000 grant-date fair value; made at annual meeting; vests on earlier of 1-year anniversary or next annual meeting; vesting ceases upon service end unless Board determines otherwise . |
| Initial new‑director equity grant | Not applicable in 2024 (Mrva joined in 2021); program provides $300,000 one‑time grant for new directors (3‑year ratable vesting) . |
| Option holdings (as of 12/31/2024) | 276,930 options to purchase Class A common stock . |
| Performance metrics | None for director equity; grants are time‑based (alignment via equity rather than performance conditions) . |
Other Directorships & Interlocks
- Other public company directorships for Mrva: none disclosed in the proxy biography .
- Compensation Committee interlocks: The Compensation Committee (Marshall, Mrva, Udell; Beaudoin until 2024 meeting) had no interlocks; no committee member was an officer/employee, and no Company executive served on a board/comp committee of another entity with cross‑membership .
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” by the Board; deep capital markets and M&A experience as former Morgan Stanley MD leading Global Internet Banking .
- Operating experience: CFO roles at GoFundMe and StubHub; executed $4B StubHub sale to Viagogo in 2020 .
- Education: B.A. University of Virginia; J.D. Harvard University .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares Beneficially Owned | % Total Voting Power | Notes |
|---|---|---|---|---|
| Greg Mrva | 895,471 | — | <1% | Beneficial ownership includes shares acquirable within 60 days as per SEC rules . |
- Options held: 276,930 options outstanding as of 12/31/2024 .
- Hedging/pledging: Company policy prohibits short sales, derivatives, and pledging/margin of Company stock for directors and officers, supporting alignment and reducing forced‑sale risk .
- Section 16 compliance: No delinquent filings reported for Mrva; Company disclosed one late Form 4 for CFO Pello only in 2024 .
Governance Assessment
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Strengths:
- Independent director; Audit Committee Chair and designated financial expert—signals strong oversight of financial reporting, controls, auditor independence, and cyber/financial risk .
- Engagement: Board/committee meeting cadence robust (Board 4x; Audit 4x; Comp 4x), and all directors met the ≥75% attendance threshold and attended the 2024 annual meeting .
- Alignment: Director compensation emphasizes equity; Mrva elected equity in lieu of cash fees, enhancing alignment with shareholders .
- Clean conflicts profile: Board confirmed independence; no related‑party transactions >$120k involving directors; insider policy bans pledging/hedging; Section 16 compliance in order for Mrva .
-
Watch items / potential perception risks:
- Prior SPAC affiliation: Mrva was President of TPG Pace Tech Opportunities Corp., the SPAC that combined with Nerdy in 2021; while the Board has determined his independence and no related‑party transactions are disclosed, some investors may monitor perceived legacy ties from de‑SPAC processes .
- EGC status: As an emerging growth company, Nerdy is not required to hold say‑on‑pay votes; while compliant, this reduces one avenue of shareholder feedback on pay practices .
Overall, Mrva’s audit leadership and capital markets/operating background support board effectiveness in financial oversight and risk management, with equity‑heavy director pay and prohibitions on pledging/hedging reinforcing ownership alignment .