Document

DEF 14A 1 a2023defproxystatement.htm DEFINITIVE PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

NERDY INC.

(Name of Registrant as Specified In Its Charter)

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NERDY INC.

101 S. Hanley Rd., Suite 300

St. Louis, Missouri 63105

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To be held May 3, 2023

Notice is hereby given that the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Nerdy Inc., will be a virtual-only meeting to be held on May 3, 2023, at 9:30 A.M. Eastern Time. The purpose of the Annual Meeting is the following:

1.To elect two Class II directors, Rob Hutter and Christopher (Woody) Marshall, to our board of directors, to serve until the 2026 annual meeting of stockholders;

2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023; and

3.To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

The proposal for the election of the directors relates solely to the election of the Class II directors nominated by the board of directors.

Only Nerdy Inc. stockholders of record at the close of business on March 6, 2023, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

We are distributing our proxy materials to our stockholders via the Internet under the “Notice and Access” rules of the Securities and Exchange Commission (“SEC”). This approach provides a convenient way to access the materials and vote, while also saving printing and mailing costs and reducing the environmental impact of our Annual Meeting. On March 21, 2023, we are mailing a Notice of Internet Availability of Proxy Materials to stockholders of record as of the close of business on March 6, 2023, containing instructions about how to access our proxy materials and vote online or by telephone.

Your vote is important. Whether or not you are able to attend the meeting, it is important that your shares be represented. To ensure that your vote is recorded, please vote as soon as possible, even if you plan to attend the meeting, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating, and returning the proxy card.

We are a remote-first company, which means that working remotely is the primary option for our employees. Much like online learning affords Learners the ability to find the best Expert for their needs irrespective of location, we believe a remote-first orientation enables us to access a significantly larger talent pool from which to hire, which can serve as a long-term competitive advantage. For this reason, our Annual Meeting will be held in a virtual-only format. The Annual Meeting can be accessed at the following link: www.virtualshareholdermeeting.com/NRDY2023. To log in to the Annual Meeting, you have two options: join as a “Guest” or join as a “Stockholder.” If you were a stockholder as of the close of business on March 6, 2023, you are eligible to join the Annual Meeting as a “Stockholder” and have the option to vote your shares or ask questions at the meeting.

To join the Annual Meeting as a “Stockholder,” you will be required to enter your 16-digit control number. If you are a registered stockholder as of the close of business on March 6, 2023, the control number can be found on your proxy card or notice. If you do not have your control number, you may attend as a “Guest” but will not have the option to vote your shares or ask questions at the Annual Meeting.


	By order of the board of directors,
St. Louis, Missouri
Date: March 21, 2023		/s/ Charles Cohn
		Charles Cohn
		Founder, Chairman, & Chief Executive Officer

TABLE OF CONTENTS


Summary			1
General Information			2
Overview of Proposals			5
Proposal No. 1 - Election of Class I I Directors			6
Proposal No. 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm			9
Report of the Audit Committee			11
Corporate Governance			12
Director Compensation			17
Equity Compensation Plan Information			19
Executive Compensation			19
Certain Relationships and Related Party Transactions			25
Principal Stockholders			25
Delinquent Section 16(a) Reports			27
General Matters			28


	2022 PwC		2021 PwC
Audit fees(1)	$	1,227,500	$	4,015,000
Audit-related fees(2)	—		—
Tax fees(3)	—		—
All other fees(4)	3,250		2,700


			The Audit Committee of the Board of Directors of Nerdy Inc.

						Kathleen Philips, Chair
						Greg Mrva
						Christopher (Woody) Marshall


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)	Stock Awards ($)	All Other Compensation ($)	Total ($)
Catherine Beaudoin	47,500	150,000	—	—	197,500
Erik Blachford(2)	44,000	150,000	222,165	—	416,165
Rob Hutter	35,000	150,000	—	—	185,000
Christopher (Woody) Marshall	55,000	150,000	—	—	205,000
Greg Mrva	43,000	150,000	—	—	193,000
Kathleen Philips	59,000	150,000	—	—	209,000
Stuart Udell(3)	39,000	300,000	—	—	339,000


	Annual Retainer
Board of Directors:
All non-employee directors	$	35,000
Audit Committee:
Members	8,000
Chair	20,000
Compensation Committee:
Members	5,000
Chair	12,000
Nominating and Corporate Governance Committee:
Members	4,000
Chair	7,500


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)(1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(2)
Equity compensation plans approved by stockholders	32,328,578	3.36	9,180,915
Equity compensation plans not approved by stockholders	—		—
Total	32,328,578		9,180,915


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(2)	All Other Compensation ($)	Total ($)
Charles Cohn(3) Chief Executive Officer	2022	1	—	—	—	—	1
	2021	197,582	—	46,877,000	—	198,525	47,273,107
Jason Pello Chief Financial Officer	2022	360,000	75,000	1,817,144	—	—	2,252,144
	2021	330,371	—	2,835,362	2,691	—	3,168,424
Heidi Robinson Former Chief Product Officer	2022	400,000	100,000	1,998,856	—	8,692	2,507,548
	2021	374,710	—	4,137,462	56,296	4,724	4,573,192
Ian Clarkson(4) Former President and Chief Operating Officer	2022	192,308	—	2,109,975	—	313,461	2,615,744
	2021	551,848	—	6,233,572	16,592,028	5,270	23,382,718


Name	Option Awards				Stock Awards
	Number of Securities Underlying Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Exercise Price ($)	Expiration Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that have not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Shares, Units, or Other Rights that have not Vested ($)(1)
Charles Cohn President and Chief Executive Officer	—	—	—	—	—	—	9,258,298(2)	20,831,171
Jason Pello Chief Financial Officer	1,246(3)	—	11.50	9/20/2026	—	—	—	—
	193,565	87,984(4)	2.47	1/16/2030	—	—	—	—
	56,096	33,657(5)	1.99	6/12/2030	—	—	—	—
	220,376	132,226(5)	1.99	10/6/2030	—	—	—	—
	—	—	—	—	—	—	221,250(6)	497,813
	—	—	—	—	—	—	165,098(7)	371,471
	—	—	—	—	—	—	476,190(8)	1,071,428
Heidi Robinson Former Chief Product Officer	26,063(9)	—	11.50	9/20/2026	—	—	—	—
	—	—	—	—	20,129(10)	45,290	—	—
	—	—	—	—	54,953(11)	123,644	—	—
	—	—	—	—	86,754(12)	195,197	—	—
	—	—	—	—	—	—	295,000(13)	663,750
	—	—	—	—	—	—	220,132(14)	495,297
	—	—	—	—	—	—	523,809(8)	1,178,570
Ian Clarkson Former President and Chief Operating Officer	98,161(9)	—	11.50	9/20/2026	—	—	—	—
	—	—	—	—	162,354(15)	365,297	—	—
	—	—	—	—	132,604(15)	298,359	—	—
	—	—	—	—	—	—	153,033(16)	344,324


Name and Address of Beneficial Owners	Number of shares of Class A Common Stock	Number of shares of Class B Common Stock(1)	% of Total Voting Power (2)
Directors and Named Executive Officers:
Charles Cohn(3)	10,678,567	42,135,365	31.8	%
Jason Pello	699,254	—	*
Catherine Beaudoin	39,500	82,664	*
Rob Hutter(4)	8,929,385	1,281,539	6.2	%
Christopher (Woody) Marshall	—	—	*
Greg Mrva	150,000	—	*
Kathleen Philips	101,464	—	*
Stuart Udell	—	19,413	*
All directors and officers as a group (9 individuals)	20,598,170	43,518,981	38.3	%


Former Named Executive Officers included in this Proxy:
Ian Clarkson	153,033	4,568,678	2.9	%
Heidi Robinson	214,972	1,322,792	*

Five Percent Holders:
Entities affiliated with TCV(5)	4,194,956	17,496,469	13.1	%
TPG GP A, LLC(6)	16,942,139	—	10.0	%
Entities affiliated with Learn Capital(7)	8,892,385	1,281,539	6.2	%


(1)			Each share of Class B Common Stock entitles the holder thereof to one vote per share. Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Nerdy LLC, the units of Nerdy LLC, together with an equal number of shares of Class B Common Stock, are exchangeable for either cash or shares of Class A Common Stock on a one-for-one basis.
(2)			Represents percentage of voting power of the holders of Class A Common Stock and Class B Common Stock of the Company voting together as a single class.
(3)			Consists of Class B Common Stock and warrants to purchase one share of Class B Common Stock held by (i) Charles K. Cohn VT Trust U/A/D May 26, 2017 and (ii) Cohn Investments, LLC. Mr. Cohn is the beneficial owner of the Charles K. Cohn VT Trust U/A/D May 26, 2017 and the sole managing member of Cohn Investments, LLC.
(4)			Mr. Hutter may also be deemed to beneficially own the shares held by Learn Capital. See footnote 7.
(5)			Consists of shares of Common Stock held by (i) TCV VIII (A), L.P. (“TCV VIII (A)”), and (ii) TCV VIII VT Master, L.P. (“TCV Master Fund”). The general partner of TCV Master Fund is TCV VIII VT Master GP, LLC (“Master GP”). The managing member of Master GP is TCV VIII, L.P. (“TCV VIII”). The direct general partner of TCV VIII and TCV VIII (A) is Technology Crossover Management VIII, L.P. (“TCM VIII”). The general partner of TCM VIII is Technology Crossover Management VIII, Ltd. (“Management VIII”). Each of TCM VIII and Management VIII may be deemed to beneficially own the shares held by TCV VIII (A). Each of Master GP, TCV VIII, TCM VIII and Management VIII may be deemed to beneficially own the shares held by TCV Master Fund. Each of Master GP, TCV VIII, TCM VIII and Management VIII disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.Mr. Marshall has sole voting and dispositive power for 41,000 of the Class A shares of Common Stock, but he has no pecuniary interest in such shares, and he disclaims beneficial ownership except to the extent of his pecuniary interest. The address for these entities is 250 Middlefield Road, Menlo Park, CA 94025.


(6)			Based solely on a Schedule 13G/A filed with the SEC on February 14, 2023. TPG GP A is the managing member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which holds a majority of the combined voting power of TPG Inc., which is the sole member of TPG GPCo, LLC, which is the sole shareholder of TPG Holdings III-A, LLC, which is the general partner of TPG Holdings III-A, L.P., which is the general partner of TPG Operating Group III, L.P., which is the (i) general partner of TPG PEP GenPar Advisors, L.P., and (ii) the sole member of TPG Pace Governance, LLC. TPG PEP GenPar Advisors, L.P. is the general partner of TPG PEP GenPar Governance, L.P., which is the general partner of each of (i) TPG Public Equity Partners, L.P., which directly held shares of Class A Common Stock and Warrants, (ii) TPG Public Equity Partners Master Fund, L.P., which directly held shares of Class A Common Stock and Warrants, and (iii) TPG Public Equity Partners Long Opportunities Master Fund, L.P., which directly held Class A Shares and Warrants. TPG Pace Governance, LLC is the sole member of TPG Pace Tech Opportunities Sponsor, Series LLC, which directly holds 11,732,250 shares of Class A Common Stock (of which 4,000,000 remain subject to forfeiture (the “Earnout Shares”)) and 4,888,889 Warrants. Unless there is a change of control event, the Earnout Shares are subject to forfeiture until the occurrence of certain triggering events, which must occur within a period of five years from September 20, 2021. The three triggering events occur when certain stock prices are achieved for a sufficient duration, the first at $12.00, the second at $14.00, and the final at $16.00, and each triggering event results in one-third of the Earnout Shares no longer being subject to forfeiture. Each Warrant is initially exercisable for one Class A shares, at an initial exercise price of $11.50. Tarrant Remain Co III, L.P. directly holds Warrants. James Coulter, Karl Peterson, and Jon Winkelried directly hold shares of Class A Common Stock and Warrants. TPG GP A may be deemed to be the beneficial owner of the securities held by TPG Pace Tech Opportunities Sponsor. TPG GA A is owned by entities owned by Messrs. Bonderman, Coulter, and Winkelried. Because of the relationship of Messrs. Bonderman, Coulter, and Winkelried to TPG GP A, each of them may be deemed to be the beneficial owner of the securities held by TPG Pace Tech Opportunities Sponsor, and may be deemed to be the beneficial owner of the securities held by the TPEP Funds. Messrs. Bonderman, Coulter, and Winkelried disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. The address of each of the entities and individuals in this footnote is 301 Commerce St., Suite 3300, Fort Worth, TX 76102.
(7)			Consists of shares of Common Stock held by (i) Learn Capital Special Opportunities Fund X, L.P. (“LC Fund X”), (ii) Learn Capital Special Opportunities Fund XI, L.P. (“LC Fund XI”), (iii) Learn Capital Special Opportunities Fund XII, L.P. (“LC Fund XII”), (iv) Learn Capital Special Opportunities Fund XIII, L.P. (“LC Fund XIII”), (v) Learn Capital Special Opportunities Fund XIV, L.P. (“LC Fund XIV”), (vi) Learn Capital Special Opportunities Fund XV, L.P. (“LC Fund XV”), and (vii) Learn Capital Special Opportunities Fund XVI, L.P. (“LC Fund XVI” and together with, LC Fund X, LC Fund XI, LC Fund XII, LC Fund XIII and LC Fund XIV and LC Fund XV, the “Learn Capital Funds”). The general partners for LC Fund X, LC Fund XI, LC Fund XII, LC Fund XIII, LC Fund XIV, LC Fund XV, and LC Fund XVI are Learn Capital Management X, LLC (“Management X”), Learn Capital Management XI, LLC (“Management XI”), Learn Capital Management XII, LLC (“Management XII”), Learn Capital Management XIII, LLC (“Management XIII”), Learn Capital Management XIV, LLC (“Management XIV”), Learn Capital Management XV, LLC (“Management XV”), and Learn Capital Management XVI, LLC (“Management XVI”), respectively. Management X, Management XI, Management XII, Management XIII, Management XIV, Management XV and Management XVI are collectively referred to as the “Management Entities.” Each of the Management Entities may be deemed to beneficially own the shares held by the Learn Capital Funds. Gregory V. Mauro and Mr. Hutter are each managing members of certain of these entities and may be deemed to have shared power to dispose of these shares. Each of the Management Entities disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein. The address for these entities is 600 Congress Avenue, Suite 2800, Austin, Texas, 78701.

SEC Form DEF 14A filed by Nerdy Inc.