Nerdy Inc

This advisory Say-on-Pay proposal asks stockholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy, including compensation tables and narrative discussion. Management seeks this vote to provide stockholder feedback on the alignment of executive pay with company performance and long‑term value creation, and to inform future compensation decisions by the Compensation Committee. The vote is non-binding, but the Board and Compensation Committee state they will consider the outcome when setting future pay practices and, if there is significant opposition, will seek to engage with dissenting stockholders to understand and address concerns. The filing emphasizes that the Company’s compensation program emphasizes pay-for-performance, competitiveness, retention, and long‑term alignment via equity awards, and notes discretionary cash bonuses and long-term equity incentives as components of pay. Because the vote covers overall NEO compensation rather than specific elements, a negative result would be a signal rather than an automatic change, but could prompt adjustments in incentive design, target levels, or disclosure. The Company highlights that much of CEO and senior pay is “at‑risk” and equity‑based, including founder performance awards and market-based PRSUs for other NEOs, which management argues aligns executives with stockholders. Given the Company’s status as a smaller reporting company and its recent equity award structures, investors evaluating this proposal should weigh the difficulty of the Founder Performance Award hurdles, the size and vesting structures of equity grants to executives, and the potential for discretion in cash bonuses. The Board’s recommendation to vote FOR reflects its view that the disclosed program supports long‑term shareholder interests, and the Compensation Committee has engaged an independent consultant to benchmark and advise on pay practices. From a governance perspective, the advisory nature reduces immediate legal risk but the reputational and engagement consequences of a poor vote outcome can be material, particularly for a company emphasizing equity‑based long‑term incentives.

This proposal asks stockholders, on a non‑binding basis, to indicate whether future Say-on-Pay advisory votes should be held every one, two, or three years. The Board recommends an annual vote, reasoning that compensation decisions are made annually and that more frequent votes offer stockholders more regular input into executive pay philosophy and policies. As an advisory, nonbinding measure, the result does not compel the Board but will be considered by the Board and Compensation Committee when setting cadence for future votes and in investor engagement. Institutional investors often prefer annual votes for timely feedback, while some issuers argue multi‑year cycles reduce administrative burden and investor fatigue; the Company explicitly frames annual voting as enhancing direct and frequent stockholder influence. A vote for a different cadence would signal investor preference and could influence the Company’s governance practices and disclosure frequency, potentially affecting investor relations and proxy advisory recommendations. Because the vote is structured so that the option receiving the most votes is deemed the preferred frequency, tactical voting or low participation can matter; broker non‑votes and abstentions do not affect the outcome. For investors evaluating governance tradeoffs, considerations include the Company’s pace of compensation changes, the resources required for annual engagement, and the desire for regular accountability; the Company’s recommendation underscores annual alignment with its yearly compensation-setting process. Overall, while nonbinding, the frequency vote shapes the rhythm of shareholder oversight and can materially affect how quickly governance issues around pay are revisited.