Jason Pello
About Jason Pello
Jason Pello, age 45, has served as Nerdy Inc.’s Chief Financial Officer since October 2020, leading FP&A, accounting, treasury, investor relations, and tax; he is a CPA (MO, inactive) with Bachelor’s and Master’s degrees in Accounting from the University of Missouri-Columbia, and previously held finance roles at Save‑A‑Lot and PwC . Under his tenure, recent performance shows Q3 2025 revenue of $37.0M (−1% YoY) with sequential gross margin expansion and an articulated path to adjusted EBITDA and operating cash flow profitability in Q4 2025 driven by price increases, AI-enabled productivity, and cost control . He signed SOX certifications for recent 10‑Q/10‑K filings, underscoring accountability for controls and reporting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nerdy Inc. | Vice President, Finance & Accounting | Sep 2019–Oct 2020 | Prepared to assume CFO role; supported finance operations integration |
| Save‑A‑Lot | Vice President, Corporate Finance | Dec 2017–Sep 2019 | Led corporate finance at PE-owned grocery chain (cost discipline, capital planning) |
| PwC | Started career (Audit/Accounting) | Early career | Foundation in GAAP, controls, and public company reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external board roles disclosed in filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $425,000 |
| Target Bonus (% of Salary) | 37.5% (Executive Incentive Plan) | Not disclosed (plan goals set; no formula payout) |
| Actual Bonus Paid ($) | $156,889 (non‑equity incentive plan payout at 105% of target) | $75,000 (discretionary bonus despite plan miss) |
| All Other Compensation ($) | $12,800 (401(k) match) | $17,436 (401(k) match) |
Performance Compensation
| Year | Metric(s) | Weighting | Target | Actual | Payout Mechanics | Paid |
|---|---|---|---|---|---|---|
| 2023 | Revenue; Adjusted EBITDA | Not disclosed | Not disclosed | Company performance achieved 105% payout factor | Executive Incentive Plan; Pello target 37.5% of base | $156,889 |
| 2024 | Revenue; Adjusted EBITDA | Not disclosed | Not disclosed | Company did not achieve requisite performance for payout | No formula payout; Compensation Committee approved discretionary bonuses | $75,000 |
Equity Ownership & Alignment
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Stock ownership and policies:
- Beneficial ownership: 1,718,605 Class A shares (voting power <1%) as of Feb 13, 2025 . Prior year: 1,179,296 Class A shares (voting power <1%) as of Feb 13, 2024 .
- Insider trading policy prohibits short sales, derivatives, and pledging/margin use of company stock (reduces alignment risk) .
- Section 16 reporting timeliness: one late Form 4 in 2024; multiple late Form 4s in 2023 (tax withholding on RSU vesting), indicating administrative slippage rather than trading intent .
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Outstanding equity awards (as of Dec 31, 2024):
- Options/SARs:
Security Exercisable (#) Unexercisable (#) Exercise Price ($) Expiration Stock Appreciation Rights 281,549 — 2.47 1/16/2030 Stock Appreciation Rights 89,753 — 1.99 6/12/2030 Stock Appreciation Rights 352,602 — 1.99 10/6/2030 - RSU grants and vesting cadence:
Grant Unvested Units (#) Vesting Schedule RSUs (various tranches) 61,875 Equal quarterly installments through Aug 15, 2025 RSUs (various tranches) 66,765 Equal quarterly installments through Feb 15, 2026 RSUs (various tranches) 95,238 Equal quarterly installments through May 15, 2025 RSUs (various tranches) 405,845 Equal quarterly installments through Jun 15, 2026 RSUs (various tranches) 833,834 Equal quarterly installments through May 15, 2027 - Market value basis used by company for RSU valuations at year‑end 2024: $1.62 per share .
- Options/SARs:
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Ownership trend:
Metric 2024 (as of Feb 13) 2025 (as of Feb 13) Class A shares beneficially owned (#) 1,179,296 1,718,605 Voting power (%) <1% <1%
Employment Terms
- Executive Services Agreement (CFO):
- Severance: 3 months’ base salary upon involuntary termination without cause or resignation for good reason, subject to release .
- Change‑of‑Control: If terminated without cause within 12 months of a CoC, 50% of outstanding and unvested equity awards vest (single‑trigger acceleration not indicated; double‑trigger vesting on termination post‑CoC) .
- Restrictive covenants: 18‑month non‑compete and 18‑month non‑solicit post‑termination; confidentiality and IP assignment obligations .
Investment Implications
- Pay‑for‑performance alignment: Cash comp is modest versus equity; 2024 incentive plan missed targets and paid discretionary bonuses, while 2023 delivered a 105% plan payout—watch for future plan design and disclosure of weights/targets to assess rigor and consistency .
- Vesting/supply dynamics: Large RSU tranches vest quarterly through mid‑2027; historical late Form 4s tied to tax withholding suggest periodic flow rather than opportunistic selling—expect ongoing withholding-related transactions around vest dates, but pledging is prohibited, limiting leverage‑driven sell pressure .
- Retention and CoC economics: Severance is limited (3 months), and CoC equity acceleration is 50% on double‑trigger—a moderate retention framework that balances shareholder protection with executive continuity; monitor if terms change amid strategic or financing actions .
- Execution signal: CFO has repeatedly emphasized AI‑enabled efficiency, margin expansion, and a Q4‑2025 profitability path, supported by sequential gross margin improvements; delivery against these milestones should be a key trading catalyst (positive if met, negative if missed) .
- Ownership alignment: Beneficial ownership is <1% with no pledging allowed; alignment relies on ongoing equity awards and company performance rather than large personal stakes—keep focus on program structure, vesting, and future equity grant cadence .