Rob Hutter
About Rob Hutter
Independent director (Class II) at Nerdy Inc. since September 2021; previously on Nerdy LLC’s board of managers since November 2017. Founder and Managing Partner at Learn Capital; Harvard University graduate. Age 53 (as of March 10, 2025) with venture investing expertise in education technology and strategic M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nerdy Inc. | Director (Class II) | Sep 2021–present | Audit Committee member; financial oversight |
| Nerdy LLC | Board of Managers | Nov 2017–present | Governance of pre-recapitalization entity |
| Learn Capital LLC | Founder & Managing Partner | Not disclosed | Oversees investing practice; edtech focus |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Andela | Director/Board Observer | Learn Capital portfolio company |
| Brilliant | Director/Board Observer | Learn Capital portfolio company |
| Higher Ground Education | Director/Board Observer | Learn Capital portfolio company |
| Merlyn Mind | Director/Board Observer | Learn Capital portfolio company |
| Photomath | Director/Board Observer | Learn Capital portfolio company |
| Prenda | Director/Board Observer | Learn Capital portfolio company |
| SoloLearn | Director/Board Observer | Learn Capital portfolio company |
Board Governance
- Committee assignments: Audit Committee member; Chair is Greg Mrva .
- Independence: Board determined all directors except CEO Charles Cohn are independent under NYSE and SEC rules (includes Hutter) .
- Attendance: Board met 4 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet regularly in executive session at Board and committee meetings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $35,000 | $43,000 |
| Option Awards ($) | $150,000 | $150,000 |
| Total ($) | $185,000 | $193,000 |
| Cash-to-Options Election ($) | $17,500 (portion of cash retainer) | $21,500 (portion of cash retainer) |
Reference fee schedule (company-wide): Board retainer $35,000; Audit Committee member $8,000; Audit Chair $20,000; Compensation member $5,000; Compensation Chair $12,000; Nominating member $4,000; Nominating Chair $7,500 .
Performance Compensation
| Program Element | Value/Terms | Vesting |
|---|---|---|
| Initial equity award for new non-employee directors | $300,000 | Vests in 3 equal annual installments on 1st/2nd/3rd anniversary |
| Annual equity award for non-employee directors | $150,000 | Vests on earlier of 1 year from grant or next annual meeting |
| Hutter – Shares underlying director options (outstanding) | 181,942 (as of 12/31/23) | N/A |
| Hutter – Shares underlying director options (outstanding) | 277,860 (as of 12/31/24) | N/A |
| Note on economic interest | “Messrs. Hutter and Marshall do not have a pecuniary interest in the shares underlying options shown below.” | N/A |
Other Directorships & Interlocks
| Entity | Ownership/Role | Potential Interlock/Conflict Note |
|---|---|---|
| Learn Capital funds | 5.1% combined voting power in Nerdy as of Feb 13, 2025 | Hutter is a managing member of certain Learn Capital entities; may share disposal power; entities disclaim beneficial ownership except to pecuniary interest . |
- No related-party transactions >$120,000 since Jan 1, 2024 disclosed .
Expertise & Qualifications
- Venture investor and edtech specialist; board service/observer roles across multiple edtech companies .
- Harvard University graduate .
- Qualifications cited by the Board: industry experience; background with strategic investments including M&A .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Total Voting Power |
|---|---|---|---|
| Rob Hutter | None disclosed (“—”) | None disclosed (“—”) | Less than 1% (“*”) |
- Policy prohibits pledging, margin accounts, hedging, and derivative transactions for directors and executives .
Insider Trades and Compliance
| Item | Period | Note |
|---|---|---|
| Section 16(a) compliance | 2023 | Late Form 3 and late Form 4 filings by Hutter; later corrected via Form 3/A; company notes compliance otherwise . |
Governance Assessment
- Strengths: Independent director with audit committee seat; attendance at or above 75% threshold; regular independent executive sessions; no related-party transactions disclosed—supports governance hygiene .
- Alignment: Receives standard director equity awards; elected to convert portions of cash retainers into options ($17,500 in 2023; $21,500 in 2024), signaling equity orientation . However, proxy notes Hutter has “no pecuniary interest” in shares underlying his director options—potentially reducing direct economic alignment to Nerdy stock performance .
- Interlocks/Conflicts: Learn Capital funds hold ~5.1% voting power; Hutter is a managing member with shared disposal power over these entities. No related-party transactions disclosed, but fund affiliation warrants continued monitoring for potential conflicts in transactions or strategic decisions .
- Risk indicators: Minor compliance lapse with late Section 16 filings in 2023; not uncommon for venture-affiliated directors but noteworthy for controls and timeliness . No hedging/pledging permitted under policy, mitigating alignment concerns .
- Engagement: Not a committee chair; primary governance impact through audit oversight (financial reporting, internal controls, cybersecurity risk oversight) .