John Paszterko
About John Paszterko
John A. Paszterko is Nerdy Inc.’s Chief Operating Officer, appointed August 26, 2025 (expected commencement August 18, 2025), reporting to the CEO and leading Consumer Sales, Marketplace Operations, and Member Services . He is 42, with prior leadership at Amazon (Director, ACES; later Head of NACF operations efficiency and technology integration) and 10 years of service in the U.S. Army; he holds a B.S. from West Point and an M.S. in Global Business and Finance from Georgetown University . Nerdy’s executive cash incentive plan uses revenue and adjusted EBITDA goals; 2024 plan targets were not met and payouts were zero (discretionary bonuses were issued to certain NEOs), providing context for his target bonus design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon | Director, ACES; later Head of NACF operations efficiency & technology integration | 2016–2025 | Led 180+ product/program/data science managers; standardized processes across 200+ fulfillment centers and three business lines (Robotics Sortable, Inbound Cross-Dock, Non-Sortable) |
| U.S. Army | Officer | 10 years (dates not disclosed) | Military leadership experience |
External Roles
- No current external directorships disclosed; the Executive Services Agreement permits serving on up to two outside boards with CEO approval, subject to conflict and competition restrictions .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Base Salary | $475,000 per year |
| Sign-On Bonus | $112,000 (upon joining) |
| Benefits | Eligible for company-provided insurance, holidays, paid time off; FlexPTO policy applies |
| Work Arrangement | Remote-first; company-provided laptop/technology; location change must be pre-notified |
Performance Compensation
Annual Cash Incentive (Short-Term)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company revenue and adjusted EBITDA (plan framework) | Not disclosed | $100,000 for 2025 (pro-rated) | Not disclosed | Not disclosed | Cash |
The company’s Executive Incentive Compensation Plan set revenue and adjusted EBITDA goals in 2024; no payout under the plan was earned (discretionary bonuses were separately approved for certain NEOs) .
Equity Awards (Long-Term)
| Award Type | Grant Date | Shares | Vesting Schedule | Performance Conditions | Notes |
|---|---|---|---|---|---|
| RSUs | Oct 15, 2025 | 600,000 | Quarterly, pro-rata over 3 years | Time-based (no performance hurdles disclosed for this grant) | Target bonus participation and RSU grant approved per Item 5.02 disclosure |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Initial Beneficial Ownership (Form 3) | “No securities are beneficially owned.” (as of event date 08/18/2025) |
| RSU Grant | 600,000 RSUs granted with quarterly vest over 3 years starting 10/15/2025 |
| Pledging/Hedging | Company insider trading policy prohibits pledging, margin accounts, short sales, and derivative transactions for executive officers |
| Ownership Guidelines | Not disclosed in reviewed filings |
| Vested vs. Unvested | Newly granted RSUs vest over time; initial Form 3 shows no beneficial ownership at commencement |
| Related Party Transactions | None reportable for the appointment under Item 404(a) |
Employment Terms
| Term | Details |
|---|---|
| Position/Reporting | Chief Operating Officer; reports to CEO; collaborates across Nerdy entities |
| Start/Appointment Dates | Appointment announced 08/26/2025; expected commencement 08/18/2025 |
| Severance (Without Cause) | 30 days’ notice (or pay in lieu) plus 3 months of base wages, subject to Departure Agreement effectiveness within 60 days |
| Change-in-Control | Double-trigger: if terminated without cause within 12 months of a change in control, 50% acceleration of unvested Nerdy Inc. stock awards, subject to Departure Agreement |
| Resignation for Good Reason | Process-defined; material breach or material reduction in base wages triggers eligibility; if not cured, 3 months of base wages upon Departure Agreement effectiveness |
| Death/Disability | Disability: termination if unable to perform >6 months (accrued wages) ; Death: estate receives accrued wages, 3 months of base wages, and 6 months’ accelerated vesting, subject to Departure Agreement |
| Non-Compete | 18 months post-termination; U.S. and any other country generating >1% of Nerdy’s revenue (preceding year or recent quarter) |
| Non-Solicit (Employees/Contractors) | 18 months post-termination |
| Non-Solicit (Clients) | 24 months post-termination |
| Non-Disparagement | 36 months post-termination |
| Confidentiality/Assignment | Strict confidentiality; invention assignment (work-for-hire; 6 months tail) |
| 409A Compliance | Agreement administered to comply with Section 409A; 6-month delay for specified employees |
| Duty of Loyalty/Outside Activities | Full-time attention; exceptions for passive investments; up to two outside boards with CEO approval and no conflicts |
| Free Platform Access | Employee and immediate family eligible for free/reduced-cost platform access during employment |
Investment Implications
- Retention and alignment: Heavy equity component (600k RSUs) with quarterly vesting over three years promotes retention and ongoing alignment; non-compete and non-solicit provisions (18–24 months) further mitigate near-term departure risk .
- Change-of-control economics: Double-trigger 50% acceleration is moderate and shareholder-friendly relative to single-trigger structures; it reduces disruption risk while limiting windfall vesting .
- Trading/pledging risk: Insider policy’s prohibition on pledging, margin accounts, and derivatives lowers misalignment and forced-sale risk; initial Form 3 shows no holdings at start, with ownership expected to accrue via RSU vesting .
- Execution leverage: Amazon operational background (standardization across 200+ sites and leading 180+ managers) is consistent with Nerdy’s stated aim to “convert AI advantages into accelerated revenue growth, expanded margins, and profitability,” improving the odds of operational value creation in Consumer and Institutional segments .
No insider sales or option awards are disclosed for Paszterko to date; RSUs are time-based with no performance hurdles disclosed. Monitor Form 4 filings for vesting settlements and potential 10b5-1 plan adoptions around quarterly vest dates .