DEF 14A of Stride, Inc.
Filed Oct 24, 2025 · FY20250001140361-25-039264
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Summary
Summary The Board currently consists of eight members, each of whose term expires at the Annual Meeting. Each of our eight directors has been nominated for election for a term expiring at the 2026 annual meeting of stockholders. The eight nominees are: Aida M. Alvarez, Steven B. Fink, Robert E. Knowling, Jr., Allison Lawrence, Liza McFadden, James J. Rhyu, Ralph Smith and Joseph A. Verbrugge. Each of the nominees has agreed to serve as a director if elected, and the Company believes that each nominee will be available to serve. The following table shows the composition of age, tenure, gender and racial or ethnic backgrounds of our director nominees. Data reflected for gender and racial or ethnic backgrounds are based on voluntary reporting. The Board believes that this balance in age and tenure and wide range of backgrounds and experience will provide broad and valuable perspectives to the Board that will lead to a well-functioning Board.
Information Regarding Nominees
Information Regarding Nominees The names and ages of the nominees, their principal occupations and employment during the past five years, and other information regarding them are as follows.
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
| AIDA M. ALVAREZ Age: 76 Director Since: 2017 Nominating and Corporate Governance Committee Independent | Professional Experience: | | | Ms. Alvarez currently serves as Chair Emerita of the Latino Community Foundation. As Administrator of the U.S. Small Business Administration, she was a member of President Clinton’s Cabinet from 1997 to 2001. Previously, Ms. Alvarez served as the Director of the Office of Federal Housing Enterprise Oversight from 1993 to 1997, where she was charged with financial oversight of the secondary housing market, the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Prior to that, she worked for the New York City Health and Hospitals Corporation, Bear Stearns & Company, Inc. and the First Boston Corporation. She has served on the boards of directors of Fastly, Inc. since August 2019; and Bill.com since May 2022. From 2016 to April 2025, Ms. Alvarez served on the board of directors of HP Inc.; from 2006 to June 2016, served on the board of directors of Wal-Mart Stores Inc., and from 2004 to 2014, served on the boards of directors of MUFG Americas Holdings Corporation (formerly UnionBanCal Corporation) and MUFG Union Bank N.A. (formerly Union Bank N.A.). From 2014 to 2019, she served on the board of directors of Zoosk, Inc., and from 2011 to November 2022, on the board of Oportun Financial Corp. (formerly Progress Financial Corporation). | | | Attributes, Skills and Qualifications: | | | Ms. Alvarez holds a B.A. from Harvard College. Ms. Alvarez was selected as a director because of her financial expertise, government experience and ability to bring diverse perspectives to the Board. |
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
| STEVEN B. FINK Age: 74 Director Since: 2003 Audit Committee Chair Compensation Committee Independent | Professional Experience: | | | Mr. Fink is the Co-Chairman of Heron International. He served as a director of Nobel Learning Communities, Inc. from 2003 to 2011 and as Chairman of the Board of Life Storage, LLC from 2013 to 2016. In addition, Mr. Fink is a member of the boards of City of Hope, St. Helena Hospital, OLE Health Foundation and the Herb Ritts Foundation. From 1999 to 2009, Mr. Fink served as a director of Leapfrog Enterprises, Inc. and was its Chairman from 2004 to 2009. From 2000 to 2008, Mr. Fink was the Chief Executive Officer of Lawrence Investments, LLC. Mr. Fink has also previously served as Chairman and Chief Executive Officer of Anthony Manufacturing, Chairman and Managing Director of Knowledge Universe and Chairman and Chief Executive Officer of Nextera Enterprises, Inc. | | | Attributes, Skills and Qualifications: | | | Mr. Fink holds a B.S. in Psychology from the University of California, Los Angeles and a J.D. and an L.L.M. from New York University. Mr. Fink was selected as a director based on his significant experience in operations and financial oversight gained as serving as director or chairman for various public and private companies, in addition to his membership on various company audit committees which enables him to contribute significantly to the financial oversight, risk oversight and governance of the Company. |
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
| ROBERT E. KNOWLING, JR. Age: 70 Director Since: 2018* Compensation Committee Audit Committee Independent | Professional Experience: | | | Mr. Knowling serves as Chairman of Eagles Landing Partners, which specializes in helping senior management formulate strategy, lead organizational transformations and re-engineer businesses. From 2002 to 2005, he served as Chief Executive Officer of the NYC Leadership Academy, an independent non-profit corporation created by Chancellor Joel I. Klein and Mayor Michael R. Bloomberg that is chartered with developing the next generation of principals in the New York City public school system. Mr. Knowling previously held roles as Chief Executive Officer of Telwares, Chairman and Chief Executive Officer of SimDesk Technologies, Inc. and Chairman, President and Chief Executive Officer of Covad Communications. He was awarded the Wall Street Project’s Reginald Lewis Trailblazers Award by President Clinton and the Reverend Jesse Jackson in 1999. Mr. Knowling serves on the board of directors for CECO Environmental Corp., Rocket Software and Stream Companies. He also previously served on the board of directors of Citrix Systems Inc. from 2020 to September 2022, Heidrick & Struggles, Inc. from 2001 to 2015, Convergys Corporation from 2017 to 2018 and Roper Technologies, Inc. from 2008 to 2021. | | | Attributes, Skills and Qualifications: | | | Mr. Knowling holds a B.A. in theology from Wabash College and an M.B.A. from Kellogg School of Management, Northwestern University. Mr. Knowling was selected as a director based on his experience in public education, public company leadership roles, technology and organizational development. |
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
| * As previously disclosed, Mr. Knowling resigned from the Board in April 2025 and was elected to return to the Board in September 2025. |
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
| ALLISON LAWRENCE Age: 44 Director Since: 2023 Compensation Committee Independent | Professional Experience: | | | Ms. Lawrence serves as chief impact and inclusion officer at Stanley Black & Decker, Inc., where she has held progressive leadership roles since joining in 2003, most recently as president of eCommerce in the tools and outdoor division, business president, vice president and chief of staff to the chief executive officer. As president of eCommerce, Allison led a global team as they drove the strategic expansion of the eCommerce business and evolved the organization’s digital capabilities to address the end-to-end customer journey. Ms. Lawrence currently leads the strategic development of Stanley Black & Decker, Inc.’s enterprise culture and inclusion activities focused on driving business outcomes and maximizing positive impact for customers and end-users. Ms. Lawrence also serves on the board of Hartford Hospital, one of the largest teaching hospitals in New England. | | | Attributes, Skills and Qualifications: | | | Ms. Lawrence holds a Bachelor of Science degree in marketing from Oklahoma State University. She also earned a Master of Business Administration from the University of Texas at Dallas. She was selected as a director because of her expertise in brand development, digital media, and eCommerce. |
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
| LIZA MCFADDEN Age: 63 Director Since: 2017 Nominating and Corporate Governance Committee Chair Independent | Professional Experience: | | | Ms. McFadden founded LIZA and Partners LLC, which provides consulting services for nonprofits and foundations. She is the inaugural recipient of the Women Who Mean Business Award in her hometown of Tallahassee for her community service and serves on the boards of the Conservation Nation, the Florida State Parks Foundation, Village Square and the Suwannee River Area Council, Scouting America. Previously, she was President and Chief Executive Officer of the Barbara Bush Foundation for Family Literacy from 2012 to 2018. She is a former high school teacher, Florida Department of Education administrator and served in Governor Jeb Bush’s administration. Additionally, Ms. McFadden was appointed by President George W. Bush to serve on the National Institute for Literacy Board. | | | Attributes, Skills and Qualifications: | | | Ms. McFadden holds an M.A. from Florida State University and a B.A. from Fitchburg State University. Ms. McFadden was selected as a director because of her expertise in educational policy and programming for adults and children, as well as her experience in working with local and state governments. |
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
| JAMES J. RHYU Age: 55 Director Since: 2021 Stride, Inc. Chief Executive Officer and Executive Chair | Professional Experience: | | | Mr. Rhyu joined us in June 2013, serving as the Company’s Chief Financial Officer until April 2020. In April 2020, he was appointed the Company’s President, Corporate Strategy, Marketing and Technology. In January 2021, Mr. Rhyu was appointed and currently serves as Chief Executive Officer. Prior to joining the Company, Mr. Rhyu served as Chief Financial Officer and Chief Administrative Officer of Match.com, a subsidiary of publicly traded IAC/InterActiveCorp, from June 2011 to June 2013. In those roles, he was responsible for overseeing a broad range of functions, including finance, human resources, legal, information technology and operations, certain international operations and product development. Prior to his roles at Match.com, Mr. Rhyu was a Senior Vice President of Finance at Dow Jones & Company from January 2009 until May 2011, where he ran the global financial function. Previously, Mr. Rhyu served for three years as the Corporate Controller of Sirius XM Radio Inc. and its predecessor company, XM Satellite Radio, as well as serving in the same role for Graftech International. Mr. Rhyu also served six years as an auditor with Ernst & Young LLP in the United States and South America. | | | Attributes, Skills and Qualifications: | | | Mr. Rhyu holds a B.S. from the Wharton School of Business at the University of Pennsylvania and an M.B.A. from the London Business School. |
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
| RALPH SMITH Age: 78 Director Since: 2023 Audit Committee Nominating and Corporate Governance Committee Independent | Professional Experience: | | | Mr. Smith currently serves as the Managing Director of The Campaign for Grade-Level Reading (“CGLR”), which he launched in May 2010 as a project of the Annie E. Casey Foundation. The CGLR supports a national network of 350+ communities in developing and implementing plans to ensure early school success for children of economically challenged families. From 1994 to 2016, Mr. Smith served on the senior management team at the Annie E. Casey Foundation (“AECF”), first as Director of Planning and Development, then Senior Vice President, and Executive Vice President. At AECF, Mr. Smith led a comprehensive effort to assist local communities committed to improving economic and educational outcomes for families and children in disinvested communities across the nation. He also previously served on the boards of directors of LeapFrog Enterprises, Inc. from 2005 to 2009 and Nobel Learning Communities, Inc. from 2008 to 2011. From 1983 to 1990, Mr. Smith served as Special Counsel and then as Chief of Staff and Chief Operating Officer for the School District of Philadelphia. From 1991 to 1993, he served as a senior advisor to Philadelphia’s mayor, focusing on children and family policy. Mr. Smith was a tenured member of the law faculty at the University of Pennsylvania, where he taught education law and policy, corporations, and securities regulation from 1975 to 1997. | | | Attributes, Skills and Qualifications: | | | Mr. Smith holds Bachelor of Arts degree from Loyola University of Los Angeles and a law degree from the University of California, Los Angeles. Mr. Smith was selected as a director because of his leadership experience in education and improving access to educational resources. |
OUR BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE NOMINEES
| JOSEPH A. VERBRUGGE Age: 56 Director Since: 2022 Compensation Committee Chair Audit Committee Independent | Professional Experience: | | | Mr. Verbrugge served as Chief Commercial Officer of Sirius XM Holdings Inc. (“Sirius XM”), where he oversaw all commercial activities focused on marketing, subscription revenue, automotive and streaming partnerships and retail product development and sales for various SiriusXM brands from June 2022 to July 2024. Mr. Verbrugge held various senior roles at SiriusXM since 2004, including Executive Vice President, Sirius XM Digital Subscriptions. He served as a member of the board of directors of Sirius XM Canada Inc. (previously, Toronto: XSR), and since July 2020 also serves as a member of the Board of Advisors for Georgetown University’s McDonough School of Business. From 1997 to 2004, Mr. Verbrugge worked as a management consultant with The Dealy Strategy Group LLC, where he advised senior leaders of media, technology and services companies on strategy, operations and transactions. | | | Attributes, Skills and Qualifications: | | | Mr. Verbrugge holds a doctorate in philosophy in management studies from University of Oxford, an M.B.A. from Georgetown University and a B.A. from the University of Michigan. Mr. Verbrugge was selected as a director because of his leadership experience in marketing, partnership development, strategy, operations and human resources. |
Board Leadership Structure
Board Leadership Structure Our Board is comprised of independent, accomplished and experienced directors who provide advice and oversight of management to further the interests of the Company and its stockholders. Our governance framework provides the Board with the flexibility to determine an optimal organizational structure for leadership and engagement while ensuring appropriate insight into, and oversight of, the operations, management and strategic issues of the Company. Currently, Mr. Rhyu serves as CEO and Executive Chair of the Board, and Mr. Fink serves as the Lead Independent Director. The Board has evaluated its leadership structure and continues to believe that the current leadership structure is appropriate and provides effective independent oversight of management while allowing both the Board and management to benefit from Mr. Rhyu’s leadership and years of experience in the Company’s business and industry. Chief Executive Officer. Our Board elects a CEO who is responsible for the strategic direction and day-to-day leadership and performance of the Company, subject to the overall direction and supervision of the Board and its committees. The CEO is responsible for developing our culture and overall Company vision, managing, overseeing and evaluating the executive officers and other key employees that report directly to the CEO and serving as the principal external spokesperson for the Company. Executive Chair. Our Board elects a chair from among the directors and determines whether to separate or combine the roles of Chair and CEO based on what it believes best serves the needs of the Company and its stockholders at any particular time. Both approaches have been taken depending on the circumstances, and this determination is communicated to stockholders. The determination to elect Mr. Rhyu as Executive Chair of the Board was based on a number of factors that made him particularly well-suited for the role. These factors included his position as the Company’s CEO and his prior positions as the Company’s CFO and President, Corporate Strategy, Marketing and Technology, along with his understanding of the Company’s business and day-to-day operations, growth opportunities, challenges and risk management practices. This combination of Company experience and expertise enables Mr. Rhyu to provide strong and effective leadership to the Board and to ensure that the Board is informed of important issues. Role and Responsibilities of the Executive Chair of the Board include:
Board Leadership Structure
| • | in consultation with our Lead Independent Director, setting the agenda for the regular and special meetings of the Board; |
Board Leadership Structure
| • | chairing meetings of the Board; |
Board Leadership Structure
| • | presiding at the annual meeting of stockholders; and |
Board Leadership Structure
| • | performing such other functions and responsibilities as set forth in the Corporate Governance Guidelines, or as requested by the Board. |
Board Leadership Structure
Lead Independent Director. A Lead Independent Director is appointed by the Board to serve in such role at any time that the Chair of the Board is not independent. The Board may also designate a Lead Independent Director at such other times as the Board deems appropriate and may modify its leadership structure in the future as it deems appropriate. The determination to elect Mr. Fink as Lead Independent Director was based on a number of factors that made him particularly well-suited for the role. These factors included his current service as Chair of our Audit Committee, along with his significant experience in operations and financial oversight gained as serving as director or chairman for various public and private companies and his understanding of the Company’s business, growth opportunities, challenges and risk management practices. A key role of the Lead Independent Director is to facilitate communications between the Executive Chair and CEO and independent directors and the committees of the Board. The Board believes that the Lead Independent Director will provide additional independent oversight of executive management and Board matters. Role and Responsibilities of the Lead Independent Director include:
Board Leadership Structure
| • | chairing and setting the agenda for all executive sessions of the independent directors and any sessions of independent directors that a management director is invited to attend; |
Board Leadership Structure
| • | chairing meetings of the Board when the Executive Chair and CEO is unable to attend; |
Board Leadership Structure
| • | consulting with the Executive Chair and CEO as to the agenda for Board meetings and with the committee Chairs as to the agendas for committee meetings where appropriate; |
Board Leadership Structure
| • | calling meetings of the independent directors and/or the non-management directors as needed; |
Board Leadership Structure
| • | meeting regularly with the Executive Chair and CEO to discuss information required from management by the Board to perform its duties; |
Board Leadership Structure
| • | reviewing with the Executive Chair and CEO and the Chair of the Compensation Committee the results of the annual performance evaluation of the Executive Chair and CEO; |
Board Leadership Structure
| • | serving as a liaison between the Executive Chair and CEO and the other directors with respect to informal communications between Board meetings, if desired, thereby giving guidance to management in meeting the objectives set by the Board and monitoring compliance with corporate governance policies; and |
Board Leadership Structure
| • | meeting with stockholders without management present, together with one or more independent directors selected by the Lead Independent Director, if requested by a stockholder and otherwise deemed appropriate by the Lead Independent Director, and reporting to the Board regarding any such meetings. |
Board Leadership Structure
Executive Sessions of the Board. Our Board holds executive sessions without management directors or management present at each regularly scheduled meeting of the Board. The independent directors also may meet without management present at other times as requested by any independent director. The Lead Independent Director will have the authority to call meetings of the independent directors and chair executive sessions of the Board during which no members of management are present. These meetings are intended to provide the Lead Independent Director with information that he can use to assist the Executive Chair and CEO to function in the most effective manner. As Lead Independent Director, Mr. Fink chairs the executive sessions of the Board.
Compensation of Non-Employee Directors
Compensation of Non-Employee Directors In fiscal 2025, pursuant to our Amended Non-Employee Directors Compensation Plan (“Directors Compensation Plan”), our non-employee directors were eligible to receive annual cash retainers for service on our Board and assigned committees and restricted stock awards. Mr. Rhyu, our CEO, received no additional compensation for his service on our Board. Pursuant to the terms of the Directors Compensation Plan, each non-employee director receives an annual cash retainer of $70,000, the Lead Independent Director, if applicable, receives an additional $50,000 (increased from $25,000 in February 2025), the non-executive Chair of our Board, if applicable, receives an additional $100,000 and each non-employee director receives an additional amount for each committee on which the non-employee director serves, as shown below:
Compensation of Non-Employee Directors
| | Additional Cash Retainer | | | Committee | Chair | Member | | Audit Committee | $35,000 | $10,000 | | Compensation Committee | $25,000 | $10,000 | | Nominating and Corporate Governance Committee | $15,000 | $10,000 |
Compensation of Non-Employee Directors
On the date of each annual meeting of stockholders, commencing in 2024, each non-employee director is eligible to receive an annual restricted stock award valued at $250,000 as of the grant date, with the shares of our Common Stock underlying such awards vesting fully on the earlier of (a) one year from the date of grant, or (b) the date of the next annual meeting of our stockholders occurring after the date of grant. In addition, the restricted stock awards vest on an accelerated basis upon a non-employee director’s termination of service by reason of death, disability or upon a change in control of the Company. The annual cash retainer, including the committee fees, and the annual restricted stock awards may be deferred in the form of deferred stock units under our Deferred Compensation Plan for Non-Employee Directors (“Directors Deferred Compensation Plan”).
Fiscal 2025 Director Compensation Table
Fiscal 2025 Director Compensation Table The following table sets forth the compensation paid to our non-employee directors for their services during fiscal 2025, including amounts that were deferred under the Directors Deferred Compensation Plan:
Fiscal 2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Aida M. Alvarez(3) | 79,592 | 250,000 | | 329,592 | | Craig R. Barrett(4) | 85,000 | — | | 85,000 | | Steven B. Fink(5) | 143,261 | 250,000 | | 393,261 | | Robert E. Knowling, Jr.(6) | 105,000 | 250,000 | 61,232 | 416,232 | | Allison Lawrence(7) | 79,592 | 250,000 | | 329,592 | | Liza McFadden(8) | 85,000 | 250,000 | | 335,000 | | Ralph Smith(9) | 53,176 | 283,549 | | 336,725 | | Joseph A. Verbrugge(10) | 86,996 | 250,000 | | 336,996 |
Fiscal 2025 Director Compensation Table
| (1) Represents the aggregate grant date fair values of restricted stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. On December 5, 2024, each non-employee director who held such position on the date of the annual meeting was eligible to receive a restricted stock award as discussed above. Mr. Verbrugge and Ms. Lawrence elected to receive their awards in deferred stock units under the Directors Deferred Compensation Plan. Additionally, Mr. Smith elected to receive his award partially in deferred stock units. Mr. Smith has also elected to receive a portion of his cash retainer in deferred stock units. |
Fiscal 2025 Director Compensation Table
| (2) In connection with Mr. Knowling’s resignation from the Board effective April 15, 2025, the Board accelerated the vesting of 2,262 restricted shares granted on December 5, 2024, that otherwise would not have vested until the earlier of December 5, 2025 or the date of the Company’s next annual meeting of stockholders. The amount in the All Other Compensation column represents the incremental fair value as of the modification date associated with the acceleration of his restricted shares, calculated in accordance with FASB ASC Topic 718. |
Fiscal 2025 Director Compensation Table
| (3) As of June 30, 2025, Ms. Alvarez held 2,262 unvested restricted shares. |
Fiscal 2025 Director Compensation Table
| (4) Mr. Barrett did not stand for reelection at the Company’s 2024 annual meeting of stockholders and ceased serving as a member of the Board on that date. As of June 30, 2025, Mr. Barrett held no unvested restricted shares. |
Fiscal 2025 Director Compensation Table
| (5) As of June 30, 2025, Mr. Fink held 2,262 unvested restricted shares. |
Fiscal 2025 Director Compensation Table
| (6) Effective April 15, 2025, Mr. Knowling resigned from our Board. As of June 30, 2025, Mr. Knowling held no unvested restricted shares. |
Fiscal 2025 Director Compensation Table
| (7) As of June 30, 2025, Ms. Lawrence held 2,262 unvested deferred stock units. |
Fiscal 2025 Director Compensation Table
| (8) As of June 30, 2025, Ms. McFadden held 2,262 unvested restricted shares. |
Fiscal 2025 Director Compensation Table
| (9) As of June 30, 2025, Mr. Smith held 565 unvested restricted shares and 1,697 unvested deferred stock units. |
Fiscal 2025 Director Compensation Table
| (10) As of June 30, 2025, Mr. Verbrugge held 2,262 unvested deferred stock units. |
Fiscal 2025 Director Compensation Table
Please see the Security Ownership of Certain Beneficial Owners and Management table below for additional information on the beneficial ownership of our Common Stock by each of our directors.
New Plan Benefits
| (1) Pursuant to our Director Compensation Plan, each of our non-employee directors receives an automatic annual grant of shares of restricted stock on the date of each annual meeting having a fair market value as of the date of grant equal to $250,000. Amount shown represents the number of restricted shares that would be granted based on the per share value of $141.71, which was the closing price of our common stock on September 19, 2025. |
Compensation Discussion and Analysis
| Section | Page | | Executive Summary | 52 | | What Guides our Program | 60 | | Compensation-Setting Process | 62 | | Fiscal 2025 Executive Compensation Program in Detail | 65 | | Severance and Change in Control Arrangements | 74 | | Other Executive Compensation Practices and Policies | 74 |
Fiscal 2025 Business Highlights
| • | Strong Operating Performance. We set rigorous goals for the financial performance metrics under our Executive Bonus Plan and long-term incentive performance awards and delivered solid results for the year. The following table illustrates our strong financial performance for fiscal 2025 (in millions). |
Fiscal 2025 Executive Compensation Program Highlights
| • | Target Bonus Increases. Our NEOs received increases in their target annual bonus opportunities to further align with our pay for performance philosophy. |
Fiscal 2025 Executive Compensation Program Highlights
| • | Annual Bonus Payments Tied to Strong Financial Performance. For purposes of our Executive Bonus Plan, our NEOs’ performance for fiscal 2025 (other than in the case of Mr. Goldthwaite) was, consistent with the fiscal 2024 design, measured based on the attainment of pre-established targets for two individual metrics: revenue and Adjusted EBITDA (with each metric equally weighted). Bonus payments to such NEOs were to be paid at 50% of an individual’s target annual bonus opportunity if threshold performance was achieved, the target bonus opportunity was to be earned if target performance was achieved, and there was the ability to earn up to 200% of target bonus opportunity if the maximum “outperform” performance level was achieved. Results between performance levels were to be interpolated linearly. Performance on the revenue metric exceeded the target performance level for fiscal 2025, and performance on the Adjusted EBITDA metric exceeded the “outperform” performance level for fiscal 2025. |
Fiscal 2025 Executive Compensation Program Highlights
| • | No Annual Bonus Earned by Mr. Goldthwaite. Mr. Goldthwaite’s bonus under our Executive Bonus Plan for fiscal 2025 was measured based on the attainment of a value driver revenue metric (as further described below). A bonus payment to Mr. Goldthwaite was to be paid at 50% of his target annual bonus opportunity if threshold performance was achieved, the target bonus opportunity was to be earned if target performance was achieved, and there was the ability to earn up to 200% of the target bonus opportunity if the maximum “outperform” performance level was achieved. Results between performance levels were to be interpolated linearly. Performance on the value driver revenue metric was below the threshold level for fiscal 2025, and, therefore, no bonus was paid to Mr. Goldthwaite for fiscal 2025. |
Fiscal 2025 Executive Compensation Program Highlights
| • | Long-Term Incentives Weighted Towards Performance-Based Awards. With respect to our annual long-term incentive compensation awards, generally 60% of the total annual equity award value granted to our NEOs was granted as performance stock unit (“PSU”) awards tied to three-year performance metrics related to financial performance (adjusted operating income) and stock price growth, and the remaining 40% was granted as |
Fiscal 2025 Executive Compensation Program Highlights
restricted stock awards (“RSAs”) with back-loaded, semi-annual time-based vesting over three years, consistent with fiscal 2024. With respect to Mr. Goldthwaite’s annual long-term incentive compensation award, 90% was granted as PSUs tied to three-year performance metrics related to financial performance, and the remaining 10% was granted as RSAs on the same vesting schedule applicable to the other NEOs. As with our Executive Bonus Plan, threshold, target and “outperform” performance levels were established for the PSU awards, with award earning potential for our executive officers at 50%, 100% and 200% of the target award payments, respectively.
Good Governance Practices
| What We Do | | What We Don’t Do | | | ✔ | Pay for Performance. A significant portion of our executive officers’ target total direct compensation is not guaranteed but is linked to our financial and operational performance. In fiscal 2025, in the case of our CEO, 61% of his target total direct compensation was performance-based, while 39% was retention-oriented. As for our other NEOs (excluding Mr. McMullen), on average, 61% of their target total direct compensation was performance-based, while 39% was retention-oriented. | ✘ | No Guaranteed Bonuses or Equity Awards. Except for sign-on bonuses paid in connection with hiring a new executive officer, we do not pay guaranteed bonuses and have no guaranteed equity-based awards. This ensures that we are able to base all compensation awards (other than retention-based equity awards) on measurable performance-based objectives and operational results. |
Good Governance Practices
| What We Do | | What We Don’t Do | | | ✔ | Align Compensation to Growth in Stockholder Value. A portion of our multi-year long-term equity incentive program is tied to growth in our stock price which directly aligns to stockholder interests. | ✘ | No Excessive Executive Perquisites. We provide nominal perquisites to our executive officers, which are limited to payment of supplemental long-term disability and life insurance premiums, the opportunity to receive a Company-paid physical examination and, when appropriate, reimbursement of relocation expenses and temporary housing expenses. | | ✔ | Establish Performance Objectives Aligned to Business Strategy. Our Executive Bonus Plan and long-term equity incentive program utilize performance-based objectives that the Committee believes are rigorous and challenging. | ✘ | No Tax Reimbursements or Gross-Ups. We do not provide income tax “gross-ups” for personal or broad-based benefits nor excise tax “gross-ups” for change in control payments or benefits. | | ✔ | Target Pay Competitively. We seek to target total direct compensation within a competitive range of our compensation peer group and seek to deliver greater compensation only for superior performance. | ✘ | No Pension or Supplemental Retirement Plans. We do not provide retirement benefits to our executive officers that reward longevity rather than contributions to Company performance. | | ✔ | Use Meaningful Vesting Conditions to Promote Retention. Performance-based equity awards under our long-term equity incentive program are earned and vest only to the extent that the applicable performance targets are attained and remain subject to additional time-based vesting thereafter to encourage retention if the performance period is less than three years. Generally, time-based RSAs vest over three years, with a greater percentage of the award vesting in years two and three to further promote retention. | ✘ | No Repricing of Stock Options without Stockholder Approval. Our 2016 Equity Incentive Award Plan expressly prohibits repricing of stock options without stockholder approval. | | ✔ | Carefully Consider Stockholder Input. We regularly seek and engage in dialogue with our stockholders on executive compensation matters. Ongoing enhancements to our executive compensation program are influenced by these discussions. | ✘ | No “Single Trigger” Cash Change in Control Payments. We maintain a “double trigger” policy with respect to cash severance, whereby severance in connection with a change in control of the Company also generally requires a qualifying termination of employment. | | ✔ | Maintain a Compensation Recovery (“Clawback”) Policy. We maintain a compensation recovery policy as required by Rule 10D-1 under the Exchange Act and the corresponding listing standards of The New York Stock Exchange, which provides for the mandatory recovery of certain erroneously awarded incentive compensation from our current and former executive officers in the event of an accounting restatement. | ✘ | No Hedging or Pledging. Our Policy Statement for the Prevention of Insider Trading specifically prohibits short sales, hedging, pledging and margin transactions, and our 2016 Equity Incentive Award Plan prohibits pledging of any award granted under the plan unless otherwise permitted by the plan Administrator. |
Our Principles-Based Philosophy
| Link Compensation to Performance and Stockholder Interests | Compensation levels should reflect our actual performance, consistent with our business strategy, and be aligned with stockholder interests. Compensation programs should also reflect best practices and stockholder input. | | Engage Independent Compensation Consultant | The Committee engages an independent compensation consultant to advise the Committee and evaluate the alignment of pay and performance relative to our compensation peer group and compensation risk. | | Maintain Competitive Compensation Levels | Levels of compensation should be competitive with those in our peer group, as well as comparable companies in the technology industry to attract, retain and reward our employees. | | Reflect our Industry Circumstances and Unique Business | We strive to tailor our executive compensation program to take account of the interests of our stockholders and our industry as we execute on our long-term financial and operational business strategy. |
Pay Versus Performance
Pay Versus Performance Our performance assessment framework and executive compensation program is designed to link pay and performance in the following ways:
Pay Versus Performance
| Metric | Determination and Link to Performance | Purpose | | Base Salary | Evaluated annually by the Committee and reviewed in light of market pay practices, retention, and each individual’s experience and critical skills. | Provide an annual income necessary to retain our executive officers. | | Executive Bonus Plan | Annual performance determines payments. Ties a meaningful portion of target annual cash compensation to attaining pre-established performance goals. | Focus our executive officers on attaining financial, operational and strategic performance objectives from year to year. | | Long-Term Incentives | Time-based restricted stock awards: Encourage retention of our executive officers by vesting over three years. Performance-based restricted stock unit awards: Performance targets are established based on meaningful and rigorous metrics that drive stockholder value creation. No awards will be earned if performance fails to achieve threshold performance level. | Enhance retention of key executive officers who drive consistent performance. Motivate and reward our executive officers for achievement of long-term performance objectives that increase stockholder value. | | Other Compensation | Our executive officers may participate in benefit programs on the same terms as our other employees, such as health and welfare benefit plans, a 401(k) plan, life insurance and executive life and disability plans. Our executive officers may elect to participate in a non-qualified deferred compensation plan providing tax-efficient savings but receive no additional Company contributions. Premiums for executive life and disability insurance benefits are paid by the Company. | Provides benefits having high perceived values and offers tax advantages. |
Role of Compensation Consultant
Role of Compensation Consultant The Committee’s charter gives it the authority to retain and approve fees and other terms of engagement for compensation consultants and other advisors to assist it in performing its duties. In fiscal 2025, the Committee continued to retain Compensia, a national compensation consulting firm, as its compensation consultant. Compensia’s work for the Committee included, among other services, a review and update of the compensation peer group, a competitive executive compensation market analysis based on an assessment of the compensation practices of the companies in the compensation peer group and companies in adjacent industries, a review and analysis of the compensation of the non-employee members of our Board and a review and report on the risk profile of our executive compensation program. Compensia also provides the Committee with assessments of the Company’s executive compensation policies and practices and makes recommendations based on best practices. In addition, Compensia meets on a frequent basis with the Chair of the Committee to discuss a host of compensation matters, including, but not limited to, compensation strategy, trends and to review the policies and viewpoints of the major proxy advisory firms. Compensia reports directly to the Committee, which will annually review its performance, independence and fees. In fiscal 2025, the Committee assessed Compensia’s independence and concluded that Compensia’s work for the Committee did not raise any conflict of interest.
Assessing Competitive Market Data
Assessing Competitive Market Data The Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. To assess our executive compensation against the competitive market, the Committee reviews and considers the compensation levels and practices of a select group of peer companies. In certain cases, this peer group data was supplemented by broader competitive market analyses. For purposes of reviewing and updating the compensation peer group for fiscal 2025, Compensia engaged in discussions with the Committee about the peer selection process and additional discussions with management. In evaluating the composition of our peer group for fiscal 2025, the Committee considered the following primary factors which are intended to identify a reasonable group of peers from a number of related industry sectors for consideration in our unique situation, where there are, at present, no other publicly traded providers of online and blended schools in the kindergarten through 12th grade market:
Assessing Competitive Market Data
| • | Industry and business focus – companies in the education services, software and human resources or employment services sectors; |
Assessing Competitive Market Data
| • | Revenue – companies with revenue ranging from approximately 0.4x to approximately 3.0x the Company’s last four quarters revenue (which produced a target range of approximately $796 million to $6.0 billion); |
Assessing Competitive Market Data
| • | Market capitalization – companies with market capitalizations ranging from approximately 0.25x to approximately 7.0x the Company’s market capitalization (which produced a target range of approximately $664 million to $18.6 billion); |
Assessing Competitive Market Data
| • | Companies with subscription business models; |
Assessing Competitive Market Data
| • | Companies in industries suggested by members of the executive team; and |
Assessing Competitive Market Data
| • | Companies in the gaming/artificial intelligence industries. |
Assessing Competitive Market Data
Based on these criteria and the informed judgment of the Committee, four companies were removed from the then-current compensation peer group (Chegg, Graham Holdings Company, Scholastic and Ziff Davis), and five companies were added to the peer group (Dynatrace, Informatica, Nutanix, Smartsheet and SS&C Technologies) to better align with the Company’s ongoing business focus. Accordingly, the Committee approved the following compensation peer group for fiscal 2025:
Assessing Competitive Market Data
| ACI Worldwide | Kforce | SS&C Technologies | | Adtalem Global Education | Laureate Education | Smartsheet | | Blackbaud | Match Group | Strategic Education | | DocuSign | Nutanix | Teradata | | Dynatrace | RingCentral | Yelp | | Informatica | Roku | |
Assessing Competitive Market Data
At the beginning of fiscal 2025, Compensia used this peer group to prepare an analysis for the Committee that compared the compensation levels of our executive officers to comparable executive positions at the companies in the peer group. The Committee used data drawn from the companies in our compensation peer group to evaluate the competitive market when reviewing and adjusting the target total direct compensation packages for our NEOs, including annual base salary, target annual bonus opportunities and long-term incentive compensation opportunities, for fiscal 2025. At the time of peer group approval, the Company was positioned below the 25th percentile in terms of market capitalization and between the 50th and 75th percentiles in terms of revenue. The Committee reviews our compensation peer group regularly and makes adjustments to its composition annually, taking into account changes in both our business and the businesses of the companies in the peer group.
Annual Incentive Compensation
Annual Incentive Compensation Our Executive Bonus Plan is designed to ensure that a meaningful portion of our NEOs’ target total cash compensation is “at risk.” For the fiscal 2025 Executive Bonus Plan, the Committee selected two corporate performance management objectives (“PMOs”) – revenue and Adjusted EBITDA – for the plan which are the key metrics for gauging our profitability and growth, which ultimately enhances stockholder value. Target Annual Bonus Opportunities Target annual bonus opportunities for our NEOs (which represent a percentage of each NEO’s base salary) are reviewed by the Committee annually and set at levels that, when combined with base salary levels, are intended to provide market-competitive target total cash compensation opportunities. In considering target annual bonus opportunity adjustments for each of our NEOs (other than Mr. McMullen) for fiscal 2025 in July 2024, the Committee, after reviewing a competitive market analysis prepared by Compensia, considered:
Annual Incentive Compensation
| • | each named executive officer’s position, level of responsibility, and seniority; |
Annual Incentive Compensation
| • | each executive officer’s performance during the prior fiscal year; |
Annual Incentive Compensation
| • | emphasis of pay for performance; and |
Annual Incentive Compensation
| • | the costs associated with replacing each executive officer with an experienced, qualified person with comparable skills and expertise and the relative strength and readiness of the internal candidates identified to assume his or her role. |
Annual Incentive Compensation
The Committee does not assign a specific weight to any single factor in making decisions regarding target annual bonus opportunity adjustments, nor is the impact of any single factor on the determination of target annual bonus opportunity levels quantifiable. As reflected in the various factors considered by the Committee, the Committee determined that it was appropriate to approve the increases set forth in the table below to our NEO target annual bonus opportunities (including for our CEO, which was approved by the independent members of our Board) to align our NEOs to deliver against our short-and long-term strategies and reward them for demonstrated performance. The target annual bonus opportunities for our NEOs for fiscal 2025 were as follows:
Annual Incentive Compensation
| Named Executive Officer | Fiscal 2024 Target Annual Bonus Opportunity (as a percentage of base salary) | Fiscal 2025 Target Annual Bonus Opportunity (as a percentage of base salary) | Percentage Increase | | James J. Rhyu | 150% | 200% | 33% | | Donna Blackman | 100% | 150% | 50% | | Todd Goldthwaite | 50% | 100% | 100% | | Greerson G. McMullen, Sr. | N/A | 75% | N/A | | Vincent W. Mathis | 80% | 100% | 25% |
Annual Incentive Compensation
Goal Setting Process and Rationale The Committee spends considerable time evaluating the appropriate corporate PMOs to be included in our Executive Bonus Plan each fiscal year. After such evaluation for fiscal 2025, the Committee determined that it was appropriate to continue to use revenue and Adjusted EBITDA, each equally weighted, as the corporate PMOs for the fiscal 2025 Executive Bonus Plan, consistent with the approach in fiscal 2024, except with respect to Mr. Goldthwaite, as further discussed below.
Annual Incentive Compensation
| Category | Corresponding Metric | | Profitability | Adjusted EBITDA | | Growth | Revenue |
Annual Incentive Compensation
In setting performance levels for each metric, the Committee remained committed to establishing rigorous performance goals to ensure alignment of realized pay amounts with our actual corporate performance. The Committee evaluates a number of factors in determining appropriate metrics and establishing the threshold, target and “outperform” performance levels for each metric, including, but not limited to, impact on long-term strategy, prior financial performance, delivering value to our stockholders and stockholder performance expectations. After careful consideration, the Committee set the target performance levels for the revenue and Adjusted EBITDA metrics at $2,265.0 million and $476.8 million, respectively. For fiscal 2025, the threshold performance levels for the revenue metric and the Adjusted EBITDA metric (as detailed in the table below under the heading “Performance Results”) were set just above our actual results for fiscal 2024. Payments under the fiscal 2025 Executive Bonus Plan for our NEOs (other than Mr. Goldthwaite) were based solely on the achievement of these corporate PMOs, which the Committee determined was appropriate to focus the efforts of our NEOs on improving Company performance and increasing stockholder value. Fiscal 2025 Executive Bonus Plan Formula for NEOs other than Mr. Goldthwaite: With respect to Mr. Goldthwaite, the Committee sought to tailor the corporate PMOs for his fiscal 2025 annual bonus opportunity to a financial metric related to the business lines that he leads. Accordingly, the Committee selected value driver revenue as the corporate PMO for Mr. Goldthwaite’s target annual bonus opportunity for fiscal 2025. “Value driver revenue” is the sum of the revenue as reported internally for each of Tallo, Stride Tutoring, and Learning Hub as determined in accordance with GAAP. Stride Tutoring revenue is as reported, including any intracompany eliminations, net of tutor costs. Value driver revenue can be adjusted in the Compensation Committee’s discretion for any unusual, non-recurring event that is separately identified and quantified in the Company’s financial statements. Fiscal 2025 Executive Bonus Plan Formula for Mr. Goldthwaite: Performance Results for NEOs other than Mr. Goldthwaite The corporate PMOs under our fiscal 2025 Executive Bonus Plan (other than for Mr. Goldthwaite) are set forth in the table below. Each PMO provided our NEOs with the opportunity to earn an above target award for that PMO in the event the Company exceeded the pre-established performance level for the PMO, but also provided for no award payments below minimum thresholds of performance. Achievement of a PMO at the threshold level resulted in a payout at 50% of the target level, and achievement at the “outperform” level resulted in a payout at 200% of the target level. Performance between levels was extrapolated on a straight-line basis. In July 2025, the Committee reviewed our achievement against these corporate PMOs, with the results as follows (in millions):
Annual Incentive Compensation
| Metric | Weighting | Performance Level (Threshold) | Performance Level (Target) | Performance Level (Outperform) | Actual Results | Payment Percentage | | Revenue(1) | 50% | $2,166.6 | $2,265.0 | $2,491.5 | $2,405.3 | 162% | | Adjusted EBITDA(2) | 50% | $453.0 | $476.8 | $524.5 | $571.0 | 200% | | Overall Weighted Payment Percentage | | | | | | 181% |
Annual Incentive Compensation
| (1) For purposes of the fiscal 2025 Executive Bonus Plan, “revenue” could be adjusted at the Committee’s discretion for any unusual, non-recurring event that was separately identified and quantified in our financial statements. No adjustments were made to revenue for purposes of determining results under the fiscal 2025 Executive Bonus Plan. |
Annual Incentive Compensation
| (2) For purposes of the fiscal 2025 Executive Bonus Plan, “Adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization, less stock-based compensation, and subject to adjustment in the Committee’s discretion for any acquisition-related charges and/or any unusual, non-recurring gain or loss that was separately identified and quantified in our financial statements. A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure is provided in Appendix A. |
Annual Incentive Compensation
Performance Results for Mr. Goldthwaite The corporate PMO under our fiscal 2025 Executive Bonus Plan for Mr. Goldthwaite is set forth in the table below. The PMO provided Mr. Goldthwaite with the opportunity to earn an above target award for that PMO in the event the Company exceeded the pre-established performance level for the PMO but also provided for no award payments below the minimum threshold of performance. Achievement of the PMO at the threshold level resulted in a payout at 50% of the target level, and achievement at the “outperform” level resulted in a payout at 200% of the target level. Performance between levels was extrapolated on a straight-line basis. In July 2025, the Committee reviewed our achievement against this corporate PMO, with the results as follows (in millions):
Annual Incentive Compensation
| Metric | Weighting | Performance Level (Threshold) | Performance Level (Target) | Performance Level (Outperform) | Actual Results | Payment Percentage | | Value Driver Revenue(1) | 100% | $20.0 | $24.0 | $40.0 | $7.2 | 0% |
Annual Incentive Compensation
| (1) For purposes of the fiscal 2025 Executive Bonus Plan for Mr. Goldthwaite, “value driver revenue” could be adjusted in the Company’s discretion for any unusual, non-recurring event that is separately identified and quantified in the Company’s financial statements. No adjustments were made to revenue for purposes of determining results under the fiscal 2025 Executive Bonus Plan for Mr. Goldthwaite. |
Annual Incentive Compensation
Fiscal 2025 Executive Bonus Plan Payments The following table sets forth, for each NEO, other than our former General Counsel, the Committee’s approved annual bonus award payments under our fiscal 2025 Executive Bonus Plan based upon performance against the applicable corporate PMOs. Our former General Counsel was not eligible to receive an annual bonus award payment for fiscal 2025 due to his resignation from employment with the Company effective November 3, 2024.
Annual Incentive Compensation
| Named Executive Officer | Revenue Achievement (50% Weighting) | Adjusted EBITDA Achievement (50% Weighting) | Percentage of Target Annual Bonus Earned (%) | Bonus Amount ($) | | James J. Rhyu | 162% | 200% | 181% | $3,619,426 | | Donna Blackman | 162% | 200% | 181% | $1,696,606 | | Greerson G. McMullen, Sr. | 162% | 200% | 181% | $210,193(1) |
Annual Incentive Compensation
| (1) Mr. McMullen’s annual cash bonus for fiscal year 2025 was prorated in recognition of his partial year of employment. |
Annual Incentive Compensation
| Named Executive Officer | Value Driver Revenue Achievement (100% Weighting) | Percentage of Target Annual Bonus Earned (%) | Bonus Amount ($) | | Todd Goldthwaite | 0% | 0% | $0 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation We believe that providing long-term incentive compensation opportunities in the form of equity awards promotes our philosophy of aligning executive pay with the long-term interests of our stockholders. Consistent with our redesigned long-term incentive compensation program launched in fiscal 2023, the Committee weighted the fiscal 2025 long-term incentive compensation awards for our NEOs (other than Mr. McMullen and Mr. Goldthwaite) to be 60% performance-based and continued the use of three-year performance metrics for our performance-based long-term incentive awards, and 40% time-based restricted stock awards. Certain of our NEOs also received equity awards in various Company subsidiaries under the Company’s subsidiary equity incentive program. With respect to Mr. Goldthwaite, the Committee weighted his fiscal 2025 long-term incentive compensation award to be 90% performance-based and tied to three-year performance metrics, and 10% time based restricted stock awards. Fiscal Year 2025 Long-Term Incentive Awards The Committee considered various factors in determining long-term incentive award levels for each NEO (other than Mr. McMullen), including a competitive market analysis prepared by Compensia and our executive retention objectives (see the considerations set forth in the section above titled “Base Salary”). The following table sets forth the target award values for our NEOs (other than Mr. McMullen) for fiscal 2025 and the resulting number of shares of Common Stock subject to each award type. The awards granted to our CEO were recommended by the Committee and reviewed and approved by the independent members of our Board. The fiscal 2025 target award levels were established both to respond to competitive market forces while, at the same time, recognizing each individual NEO’s contribution to our continued success and incenting them to continue to execute on our long-term financial, operational, and strategic objectives. In addition, with respect to our CEO, the increase was intended to promote continued strong performance and ensure our CEO is aligned and incented to deliver increased shareholder value.
Long-Term Incentive Compensation
| Named Executive Officer | Target Annual Equity Award Value(1) | Time-Based Shares – RSAs (#)(2) | Performance-Based Shares – PSUs(1) | | | | | | | Threshold (#) | Target (#) | Outperform (#) | | James J. Rhyu | $17,000,000 | 82,930 | 62,200 | 124,400 | 248,800 | | Donna Blackman | $3,750,000 | 18,290 | 13,720 | 27,440 | 54,880 | | Todd Goldthwaite | $1,000,000 | 1,210 | 5,485 | 10,970 | 21,940 | | Vincent W. Mathis(3) | $1,700,000 | 8,290 | 6,220 | 12,440 | 24,880 |
Long-Term Incentive Compensation
| (1) The Committee determined the number of shares underlying the RSAs and target number of PSUs by dividing the target award value shown in the table above by the fair market value of our Common Stock on August 9, 2024, the date on which the RSAs and PSUs were granted. |
Long-Term Incentive Compensation
| (2) The RSAs granted to our NEOs for fiscal 2025 vest subject to our standard vesting schedule, which is semi-annually over a three-year period, with 20% of the shares of our Common Stock subject to the awards vesting in the first year and 40% vesting in each of the next two years following the grant date. |
Long-Term Incentive Compensation
| (3) The RSAs and PSUs granted to Mr. Mathis were forfeited upon his resignation from employment in November 2025. |
Long-Term Incentive Compensation
Fiscal Year 2025 PSU Award Performance Metrics. As set forth in the table below, the PSU awards granted to our NEOs for fiscal 2025 (other than the PSU awards granted to Mr. Goldthwaite) are to be earned based on two performance metrics: adjusted operating income, a metric tied to financial performance, and stock price performance associated with established levels of compound annual growth rate (“CAGR”), as the Committee believes this combination best reflect a means for monitoring our executive officers’ execution of our long-term strategy aimed at delivering greater value to our stockholders and ensuring a strong alignment between management and our stockholders. The Committee evaluates a number of factors in determining appropriate metrics and establishing the threshold, target and “outperform” performance levels for each metric, including, but not limited to, impact on long-term strategy, prior financial performance, delivering value to our stockholders and stockholder performance expectations. Each metric is to be measured at the end of the applicable performance period, with adjusted operating income weighted 75% and stock price CAGR weighted 25%. Any earned shares will be immediately vested upon the attainment of the performance metric at the end of the three-year performance period for the stock price CAGR objective. For each metric, below threshold performance will result in no shares being earned for the corresponding portion of the PSU awards.
Long-Term Incentive Compensation
| Metric | Weighting | Performance Level (Threshold) 50% Payout | Performance Level (Target) 100% Payout | Performance Level (Outperform) 200% Payout | | FY 2027 Adjusted Operating Income | 75% | $342.0 million | $380.0 million | $456.0 million | | Stock Price CAGR | 25% | 10% CAGR | 20% CAGR | 40% CAGR |
Long-Term Incentive Compensation
| • | Adjusted Operating Income Metric (75% weighting). For purposes of the PSU awards, adjusted operating income is defined as operating income as determined in accordance with GAAP, excluding the stock-based compensation expense associated with any long-term equity incentive awards granted by the Committee during the performance measurement period (fiscal 2027). In addition, adjusted operating income may, at the Committee’s discretion, exclude any acquisition related charges (which would include amortization subsequent to an acquisition transaction) and any other unusual, non-recurring gain or loss that is separately identified in our financial statements. The |
Long-Term Incentive Compensation
Committee believes these adjustments are appropriate as the results are more representative of the Company’s actual performance during the three-year performance measurement period. As a point of clarification, adjusted operating income for purposes of the PSU awards differs from adjusted operating income used in our earnings releases in that the latter is defined as operating income as determined in accordance with GAAP, excluding all stock-based compensation expense, as well as the amortization of intangible assets. Adjusted operating income will be measured over fiscal year 2027 for purposes of the fiscal 2025 PSUs. Financial achievement falling between the specified levels will be interpolated linearly between performance levels for the adjusted operating income metric.
Long-Term Incentive Compensation
| • | Stock Price CAGR Metric (25% weighting). The other metric used for PSU awards granted to our NEOs is related to our stock price CAGR as measured at the end of the three-year performance period. The starting point for these calculations will be equal to the average closing stock price over the 20 calendar days preceding the grant date of the award. Performance against the stock price CAGR portion of the PSU award will be assessed as of September 15, 2027 (or the next following date if September 15, 2027 is a non-trading day) and will be based on the average closing stock price over the preceding 20 calendar days. Achievement falling between the specified levels will be interpolated linearly between performance levels for the stock price CAGR metric, measured at 2.5% intervals between performance levels. |
Long-Term Incentive Compensation
The PSU awards granted to Mr. Goldthwaite are to be earned based on two performance metrics: adjusted operating income, a metric tied to financial performance of the Company, and value driver revenue, each for fiscal year 2027, as the Committee believes this combination best reflect a means for monitoring Mr. Goldthwaite’s execution of our long-term strategy aimed at delivering value driver growth across the Tallo, Stride Tutoring, and Learning Hub business lines and incentivizing Mr. Goldthwaite to execute on this strategy given his role in leading such business lines. The Committee evaluated a number of factors in determining the appropriate metrics and establishing the threshold, target and “outperform” performance levels for each metric of this award, including, but not limited to, impact on long-term strategy, prior financial performance, delivering value to our stockholders and stockholder performance expectations. Each metric is to be measured at the end of a three-year performance period, with adjusted operating income weighted 17% and value driver revenue weighted 83%, and, for each metric, threshold performance will result in a 50% payout level, target performance will result in a 100% payout level and outperformance will result in a 200% payout level. Any earned shares will be immediately vested upon the attainment of the performance metric at the end of the three-year performance period. For each metric, below threshold performance will result in no shares being earned for the corresponding portion of the PSU awards.
Long-Term Incentive Compensation
| • | Value Driver Revenue (83% weighting). For purposes of Mr. Goldthwaite’s PSU awards, value driver revenue is the sum of the revenue as reported internally for each of Tallo, Stride Tutoring, and Learning Hub as determined in accordance with GAAP. Stride Tutoring revenue is as reported, including any intracompany eliminations, net of tutor costs. Value driver revenue can be adjusted in the Company’s discretion for any unusual, non-recurring event that is separately identified and quantified in the Company’s financial statements. |
Long-Term Incentive Compensation
| • | Adjusted Operating Income Metric (17% weighting). See description above for PSU awards granted to the other NEOs in fiscal 2025. |
Long-Term Incentive Compensation
Achievement of Fiscal 2023 PSU Awards. The PSU awards granted to our NEOs for fiscal 2023 were eligible to be earned based on the attainment of (i) adjusted operating income measured over fiscal year 2025, and (ii) our three-year stock price CAGR as measured on September 15, 2025. Each metric is weighted equally. On September 15, 2025, the Compensation Committee assessed the Company’s performance on each of these metrics, with the results as follows:
Long-Term Incentive Compensation
| Metric | Weighting | Performance Level (Threshold 50%) | Performance Level (Target 100%) | Performance Level (Outperform 200%) | Actual Results | Percentage Earned | | FY 2025 Adjusted Operating Income (%) | 50% | $156.6 million | $172.3 million | $203.6 million | $419.6 million | 200% | | Stock Price CAGR (%) | 50% | 10% | 20% | 40% | 54% | 200% | | Overall Percentage of PSUs Earned | | | | | | 200% |
Long-Term Incentive Compensation
The following table sets forth, for each NEO, other than Mr. McMullen and Mr. Mathis, the number of shares earned by such NEO with respect to the 2023 PSU awards as a result of the 200% achievement level noted in the table above. Our former General Counsel forfeited his 2023 PSU award upon his resignation in November 2024.
Long-Term Incentive Compensation
| | Number of 2023 PSUs Earned | | | | Named Executive Officer | Adjusted Operating Income Metric | CAGR Metric | Total | | James J. Rhyu | 116,790 | 116,790 | 233,580 | | Donna Blackman | 41,710 | 41,710 | 83,420 | | Todd Goldthwaite | 6,670 | 6,670 | 13,340 |
Long-Term Incentive Compensation
Subsidiary Equity Awards In September 2024, our NEOs, other than our CEO and our General Counsel, were granted long-term incentive compensation awards under our subsidiary equity program. As discussed in our 2024 proxy statement, the Committee implemented a subsidiary equity program in fiscal year 2024 to motivate employees of the Company, including the NEOs, to create value in under-appreciated assets and to foster a more innovative culture. Each of our NEOs, other than our CEO and our General Counsel, were granted equity awards from a newly formed indirect subsidiary of the Company. In addition, Mr. Goldthwaite was granted additional equity awards from other subsidiaries that are a part of our subsidiary equity program, in recognition of his expanded role in the Company in fiscal 2025. As in fiscal year 2024, the subsidiary equity awards were granted in the form of restricted stock unit (“RSU”) awards and vest and become payable only upon a liquidity event of the applicable subsidiary, which includes the first to occur of a change in control of the relevant subsidiary or the Company, a spin-off affecting the relevant subsidiary, or an initial public offering of the relevant subsidiary, subject to the NEO’s continued employment with the Company through the date of such liquidity event. Through this design, employees, including our NEOs who hold such equity awards, may only realize liquidity from their equity awards when the Company has achieved liquidity with respect to its ownership stake in the subsidiary and will forfeit their equity awards if their employment terminates for any reason prior to the date of such liquidity event, thereby aligning the NEOs’ incentives with those of the Company and our stockholders. Mr. McMullen’s Sign-On Equity Award In connection with Mr. McMullen’s appointment as our Executive Vice President, General Counsel and Secretary in March 2025, Mr. McMullen received a sign-on RSA with a grant date value of approximately $1,500,000 subject to our standard time-based vesting schedule (which is semi-annually over a three-year period, with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date). The Compensation Committee believes this sign-on equity grant was necessary to induce Mr. McMullen to accept our offer of employment and will provide necessary retentive value and alignment of interests with our stockholders. In determining the size of Mr. McMullen’s sign-on equity grant, the Compensation Committee considered market data for his position while also taking into account the proximity of the sign-on grant to the timing of the Company’s annual awards for fiscal 2026 (for which he would be eligible).
Severance and Change in Control Arrangements
Severance and Change in Control Arrangements We consider severance arrangements to be an integral part of the overall compensation package for our executive officers. We provide severance to attract and retain individuals with superior ability and managerial talent and to provide our executive officers with appropriate protections due to their vulnerability to terminations of employment due to a change in control, merger, or other acquisition of the Company and encourage our executive officers to focus their attention on their work duties and responsibilities in all situations. We believe that providing our NEOs with severance payments and benefits upon certain terminations of employment are key retention tools that help us remain competitive with the companies in our compensation peer group, provide our executive officers with incentives to focus on the best interests of our stockholders in the context of a potential change in control and appropriately protect our executive officers in the event of an involuntary termination of employment without creating a windfall due solely to a change in control. We are party to an employment letter with Mr. Rhyu (that was most recently amended and restated on February 25, 2022), which contains his severance and change in control arrangements. For more information about this employment arrangement and the severance provisions thereunder, see “Employment Letter Agreement with Mr. Rhyu” below. Our other NEOs are generally entitled to receive severance payments and benefits upon a qualifying termination of employment under the Company’s severance guidelines and individual change in control severance agreements, as described under “Severance Guidelines for Other Named Executive Officers” and “Change in Control Arrangements with Other Named Executive Officers,” respectively, below.
Equity Award Grant Policy
Equity Award Grant Policy We do not have any program, plan, or practice to time the grant of equity awards to our employees in coordination with the release of material non-public information. We generally grant awards at the time employment commences and annually in connection with our annual compensation review process in the first quarter of our fiscal year, at a regularly scheduled Board or Committee meeting. Neither our Board nor the Committee seek to time the grant of equity awards based on potential movement of our stock price. We do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments to our executive officers.
Fiscal 2025 Summary Compensation Table
Fiscal 2025 Summary Compensation Table The following table shows the compensation we paid to our NEOs for services rendered during fiscal 2025, 2024, and 2023.
Fiscal 2025 Summary Compensation Table
| Name | Fiscal Year | Base Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Nonequity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | James J. Rhyu Chief Executive Officer | 2025 | $1,000,000 | — | $16,860,903 | $3,619,426 | $15,766 | $21,496,095 | | | 2024 | $1,000,000 | — | $12,011,113 | $2,596,538 | $15,473 | $15,623,124 | | | 2023 | $880,769 | — | $7,146,186 | $1,695,886 | $14,892 | $9,737,733 | | Donna Blackman Chief Financial Officer | 2025 | $625,000 | — | $3,718,944 | $1,696,606 | $12,777 | $6,053,327 | | | 2024 | $625,000 | — | $3,814,459 | $1,081,891 | $12,393 | $5,533,743 | | | 2023 | $534,423 | — | $2,551,925 | $698,306 | $13,192 | $3,797,846 | | Todd Goldthwaite Managing Director, Portfolio Companies | 2025 | $400,000 | — | $1,334,639 | $0 | $15,641 | $1,750,280 | | | 2024 | $400,000 | — | $759,886 | $346,205 | $15,411 | $1,521,502 | | Greerson G. McMullen, Sr., Executive Vice President, General Counsel and Secretary(5) | 2025 | $146,154 | $100,000 | $1,498,980 | $210,193 | $8,371 | $1,963,698 | | Vincent W. Mathis Former Executive Vice President, General Counsel and Secretary(6) | 2025 | $191,827 | — | $1,685,845 | $0 | $4,994 | $1,882,666 | | | 2024 | $525,000 | — | $1,861,100 | $727,031 | $17,263 | $3,130,394 | | | 2023 | $518,077 | — | $1,530,933 | $532,043 | $15,818 | $2,596,871 |
Fiscal 2025 Summary Compensation Table
| (1) The amount in this column for Mr. McMullen represents a cash sign-on bonus, which is subject to repayment by Mr. McMullen (on a prorated basis) should he resign within his first year of employment. |
Fiscal 2025 Summary Compensation Table
| (2) This column represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Refer to Note 9, “Equity Incentive Plan,” to the consolidated audited financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 for a discussion of the relevant assumptions used to determine the grant date fair value of these awards. The grant date fair value of the restricted stock units covering shares in certain of our subsidiaries granted to each of our NEOs, other than our CEO (“Subsidiary RSUs”), is based on the fair market value of the common stock of the relevant subsidiary on the date of grant, multiplied by the probability of achievement. |
Fiscal 2025 Summary Compensation Table
For the portion of the performance-based stock unit awards (“PSUs”) granted during fiscal 2025 tied to adjusted operating income, amounts are calculated based on the probable outcome of the performance condition as determined at the date of grant, which was determined to be the target level of performance. For the portion of the PSUs granted during fiscal year 2025 tied to stock price CAGR, amounts are calculated based on fair value determined using a Monte Carlo simulation model and the following assumptions: the Company’s Common Stock price at the date of grant of $81.99 per share; a three-year continuously compounded equivalent risk-free rate of 3.79%; an expected stock price volatility of 45%; a dividend yield of 0%; and an expected term of approximately three years. For the portion of the PSUs granted during fiscal 2025 tied to value driver revenue, amounts are calculated based on the probable outcome of the performance condition as determined at the date of grant, which was determined to be the target level of performance. If “maximum” performance is assumed for the PSUs granted to our NEOs during fiscal 2025, the total grant date value of such PSUs for each NEO would be as follows: Mr. Rhyu: $17,711,139, Ms. Blackman: $3,906,701, Mr. Goldthwaite: $1,048,652, and Mr. Mathis: $1,771,114. For the portion of the performance-based stock unit awards (“PSUs”) granted during fiscal 2024 tied to adjusted operating income, amounts are calculated based on the probable outcome of the performance condition as determined at the date of grant, which was determined to be the target level of performance. For the portion of the PSUs granted during fiscal 2024 tied to stock price CAGR, amounts are calculated based on fair value determined using a Monte Carlo simulation model and the following assumptions: the Company’s Common Stock price at the date of grant of $40.70 per share; a three-year continuously compounded equivalent risk-free rate of 4.53%; an expected stock price volatility of 50%; a dividend yield of 0%; and an expected term of approximately three years. If “maximum” performance is assumed for the PSUs granted to our NEOs during fiscal 2024, the total grant date value of such PSUs for each NEO would be as follows: Mr. Rhyu: $12,611,031, Ms. Blackman: $3,677,469, Mr. Goldthwaite: $524,713, Mr. Mathis: $1,681,279, and Mr. Ottolenghi: $1,838,123. For the portion of the PSUs granted during fiscal 2023 tied to gross margin percentage, amounts are calculated based on the probable outcome of the performance condition as determined at the date of grant, which was determined to be the target level of performance. For the portion of the PSUs granted during fiscal 2023 tied to stock price CAGR, amounts are shown based on fair value determined using a Monte Carlo simulation model and the following assumptions: the Company’s Common Stock price at the date of grant of $38.77 per share; a three-year continuously compounded equivalent risk-free rate of 3.49%; an expected stock price volatility of 55%; a dividend yield of 0%; and an expected term of approximately three years. On October 28, 2022, the Compensation Committee voted to change the metric related to the PSUs granted during fiscal 2023. Instead of being measured against gross margin percentage, recipients would earn these awards based on adjusted operating income metrics. This resulted in a change to the fair market value from $38.77 to $33.16 per share. The revised values above for each NEO would be as follows: Mr. Rhyu: $9,410,137, Ms. Blackman: $3,680,850, Mr. Mathis: $2,526,690, and Mr. Ottolenghi: $2,222,167. The grant date fair value of the Subsidiary RSUs granted in fiscal 2025 for Stride Teaching Intelligence, Inc., Stride Professional Development Platform, Inc., Stride Esports, Inc., and Road2Teach, Inc. was determined to be zero in accordance with ASC 718. As of the grant date, we were not forecasting positive cash flows from these entities, and therefore the grant date fair value of the associated RSUs would be zero. The grant date fair value of the Subsidiary RSUs associated with Stride Online Tutoring, Inc., and Stride Learning Hub, Inc. was determined using an income-based valuation methodology and a discounted cash flow analysis in accordance with ASC 718. The grant date fair value for Mr. Goldthwaite in aggregate was $336,000. The grant date fair value of the Subsidiary RSUs granted in fiscal 2024 associated with Stride Professional Development Platform, Inc., Stride Learning Intelligence, Inc., and Stride Enrichment Programs, Inc. was determined to be zero in accordance with ASC 718. As of the grant date, we were not forecasting positive cash flows from these entities, and therefore the grant date fair value of the associated RSUs would be zero. The grant date fair value of the Subsidiary RSUs granted in fiscal 2024 associated with Stride Esports, Inc., Stride Online Tutoring, Inc., and Stride Learning Hub, Inc. was determined using an income-based valuation methodology and a discounted cash flow analysis in accordance with ASC 718. The grant date fair values for fiscal year 2024 for Ms. Blackman, Mr. Goldthwaite, Mr. Mathis, and Mr. Ottolenghi, in aggregate, were $312,000, $260,000, $260,000, and $142,750, respectively.
Fiscal 2025 Summary Compensation Table
| (3) All amounts are reported in the fiscal year earned, regardless of when they are paid. |
Fiscal 2025 Summary Compensation Table
| (4) The amounts in this column for fiscal 2025 consist of 401(k) plan matching contributions, Company-paid life insurance, and long-term disability insurance premiums. |
Fiscal 2025 Summary Compensation Table
| (5) Mr. McMullen joined Stride effective March 3, 2025. |
Fiscal 2025 Summary Compensation Table
| (6) Mr. Mathis departed Stride effective November 3, 2024. |
Fiscal 2025 Grants of Plan-Based Awards Table
Fiscal 2025 Grants of Plan-Based Awards Table The following table provides information regarding grants of plan-based awards to our NEOs during fiscal 2025.
Fiscal 2025 Grants of Plan-Based Awards Table
| Name | Grant Date | Estimated Possible Payouts under Nonequity Incentive Plan Awards(1) | | | Estimated Possible Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($)(12) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | James J. Rhyu Chief Executive Officer | — | 1,000,000 | 2,000,000 | 4,000,000 | — | — | — | — | — | | | 8/9/2024(2) | | — | — | 46,650 | 93,300 | 186,600 | — | 7,649,667 | | | 8/9/2024(3) | | — | — | 15,550 | 31,100 | 62,200 | — | 2,411,805 | | | 8/9/2024(4) | | — | — | — | — | — | 82,930 | 6,799,431 | | Donna Blackman Chief Financial Officer | — | 468,750 | 937,500 | 1,875,000 | — | — | — | — | — | | | 8/9/2024(2) | | — | — | 10,290 | 20,580 | 41,160 | — | 1,687,354 | | | 8/9/2024(3) | | — | — | 3,430 | 6,860 | 13,720 | — | 531,993 | | | 8/9/2024(4) | | — | — | — | — | — | 18,290 | 1,499,597 | | | 9/23/2024(5) | | — | — | — | — | — | 60,000 | — | | Todd Goldthwaite Managing Director, Portfolio Companies | — | 200,000 | 400,000 | 800,000 | — | — | — | — | — | | | 8/9/2024(2) | | — | — | 910 | 1,820 | 3,640 | — | 149,222 | | | 8/9/2024(6) | | — | — | 4,575 | 9,150 | 18,300 | — | 750,209 | | | 8/9/2024(4) | | — | — | — | — | — | 1,210 | 99,208 | | | 9/25/2024(5) | | — | — | — | — | — | 15,000 | — | | | 9/25/2024(7) | | — | — | — | — | — | 50,000 | — | | | 9/25/2024(8) | | — | — | — | — | — | 50,000 | 103,000 | | | 9/25/2024(9) | | — | — | — | — | — | 100,000 | — | | | 9/25/2024(10) | | — | — | — | — | — | 50,000 | 233,000 | | | 9/25/2024(11) | | — | — | — | — | — | 50,000 | — | | Greerson G. McMullen, Sr., General Counsel and Secretary | 3/3/2025(4) | | — | — | — | — | — | 10,750 | 1,498,980 | | | — | 58,074 | 116,147 | 232,295 | — | — | — | — | — | | Vincent W. Mathis Executive Vice President, General Counsel and Secretary | — | — | — | — | — | — | — | — | — | | | 8/9/2024(2) | | — | — | 4,665 | 9,330 | 18,660 | — | 764,967 | | | 8/9/2024(3) | | — | — | 1,555 | 3,110 | 6,220 | — | 241,181 | | | 8/9/2024(4) | | — | — | — | — | — | 8,290 | 679,697 | | | 9/23/2024(5) | | — | — | — | — | — | 50,000 | — |
Fiscal 2025 Grants of Plan-Based Awards Table
| (1) Represents the threshold target and maximum incentive awards payable under our Executive Bonus Plan based on fiscal 2025 base salaries for each NEO. For additional information regarding our Executive Bonus Plan, see “Fiscal 2025 Executive Compensation Program in Detail —Target Annual Bonus Opportunities” above. |
Fiscal 2025 Grants of Plan-Based Awards Table
| (2) Represents PSUs granted under our Amended and Restated 2016 Equity Incentive Award Plan that will be earned based on the attainment of adjusted operating income objectives for the three-year performance period. |
Fiscal 2025 Grants of Plan-Based Awards Table
| (3) Represents PSUs granted under our Amended and Restated 2016 Equity Incentive Award Plan that will be earned based on the attainment of stock price CAGR objectives for the three-year performance period. |
Fiscal 2025 Grants of Plan-Based Awards Table
| (4) Represents RSAs granted under our Amended and Restated 2016 Equity Incentive Award Plan vesting semi-annually over a three-year period, with 20% vesting in the first year and 40% vesting in each of the next two years following the grant date. |
Fiscal 2025 Grants of Plan-Based Awards Table
| (5) Represents RSUs granted under the Stride Teaching Intelligence, Inc. 2024 Equity Incentive Plan, which vest upon certain liquidity events. For additional information regarding this award, see the section above titled “Long-Term Incentive Compensation – Subsidiary Equity Awards.” |
Fiscal 2025 Grants of Plan-Based Awards Table
| (6) Represents PSUs granted under our Amended and Restated 2016 Equity Incentive Award Plan that will be earned based on the attainment of value driver revenue objectives for the three-year performance period. |
Fiscal 2025 Grants of Plan-Based Awards Table
| (7) Represents RSUs granted under the Stride Professional Development Platform, Inc. 2023 Equity Incentive Plan, which vest upon certain liquidity events. For additional information regarding this award, see the section above titled “Long-Term Incentive Compensation – Subsidiary Equity Awards.” |
Fiscal 2025 Grants of Plan-Based Awards Table
| (8) Represents RSUs granted under the Stride Online Tutoring, Inc. 2023 Equity Incentive Plan, which vest upon certain liquidity events. For additional information regarding this award, see the section above titled “Long-Term Incentive Compensation – Subsidiary Equity Awards.” |
Fiscal 2025 Grants of Plan-Based Awards Table
| (9) Represents RSUs granted under the Road2Teach, Inc. 2023 Equity Incentive Plan, which vest upon certain liquidity events. For additional information regarding this award, see the section above titled “Long-Term Incentive Compensation – Subsidiary Equity Awards.” |
Fiscal 2025 Grants of Plan-Based Awards Table
| (10) Represents RSUs granted under the Stride Learning Hub, Inc. 2023 Equity Incentive Plan, which vest upon certain liquidity events. For additional information regarding this award, see the section above titled “Long-Term Incentive Compensation – Subsidiary Equity Awards.” |
Fiscal 2025 Grants of Plan-Based Awards Table
| (11) Represents RSUs granted under the Stride Esports, Inc. 2023 Equity Incentive Plan, which vest upon certain liquidity events. For additional information regarding this award, see the section above titled “Long-Term Incentive Compensation – Subsidiary Equity Awards.” |
Fiscal 2025 Grants of Plan-Based Awards Table
| (12) This column represents the aggregate grant date fair value of stock awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. See footnote 1 to the Summary Compensation Table above for more information. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table The following table provides information regarding outstanding equity awards held by our NEOs as of June 30, 2025. The section titled “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis above provides additional information regarding the outstanding equity awards granted in fiscal 2025 set forth in this table. The payout and market values below are based upon the price per share of our Common Stock on June 30, 2025 of $145.19 per share. Mr. Mathis did not hold any equity awards as of June 30, 2025.
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| | Stock Awards | | | | | Name | Equity Incentive Plan Awards: Amount of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | James J. Rhyu Chief Executive Officer | | | 160,967(1) | 23,370,799 | | | 58,395(2) | 8,478,370 | | | | | 58,395(3) | 8,478,370 | | | | | 132,670(4) | 19,262,357 | — | — | | | 44,220(5) | 6,420,302 | — | — | | | 93,300(6) | 13,546,227 | — | — | | | 31,100(7) | 4,515,409 | — | — | | Donna Blackman Chief Financial Officer | | | 42,655(9) | 6,193,079 | | | 20,855(2) | 3,027,937 | — | — | | | 20,855(3) | 3,027,937 | — | — | | | 38,690(4) | 5,617,401 | — | — | | | 12,890(5) | 1,871,499 | — | — | | | 20,580(6) | 2,988,010 | — | — | | | 6,860(7) | 996,003 | — | — | | | — | — | 420,000(10) | 355,200 | | Todd Goldthwaite Managing Director, Portfolio Companies | — | — | 4,923(11) | 714,770 | | | 3,335(2) | 484,209 | — | — | | | 3,335(3) | 484,209 | — | — | | | 5,520(4) | 801,449 | — | — | | | 1,840(5) | 267,150 | — | — | | | 1,820(6) | 264,246 | — | — | | | 9,150(8) | 1,328,489 | — | — | | | — | — | 615,000(12) | 592,000 | | Greerson G. McMullen, Sr. Executive Vice President, General Counsel and Secretary | — | — | 10,750(13) | 1,560,793 |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (1) Mr. Rhyu’s outstanding RSAs vest as follows, subject to his continued employment through the applicable vesting date: |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| • | 15,572 shares vested on August 12, 2025; |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| • | 23,586 shares vested on August 18, 2025 and 47,172 shares will vest semi-annually in two equal installments beginning on February 18, 2026; and |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| • | 8,293 shares vested on August 9, 2025 and 66,344 shares will vest semi-annually in four equal installments beginning on February 9, 2026. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (2) Represents PSUs that were earned based on the attainment of adjusted operating income measured as of the end of fiscal 2025, and 100% of such earned PSUs vested on the date the Compensation Committee determined performance achievement in September 2025 (“determination date”). |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (3) Represents PSUs that will be earned based on the attainment of stock price growth measured as of September 15, 2025 (based on the average closing stock price over the preceding 20 calendar days). The number of shares reflected in the table above is based on target achievement levels. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (4) Represents PSUs that will be earned based on the attainment of adjusted operating income measured at the end of fiscal 2026.The number of shares reflected in the table above is based on target achievement levels. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (5) Represents PSUs that will be earned based on the attainment of stock price growth measured at the beginning of fiscal 2027.The number of shares reflected in the table above is based on target achievement levels. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (6) Represents PSUs that will be earned based on the attainment of adjusted operating income measured at the end of fiscal 2027.The number of shares reflected in the table above is based on target achievement levels. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (7) Represents PSUs that will be earned based on the attainment of stock price growth measured at the beginning of fiscal 2028.The number of shares reflected in the table above is based on target achievement levels. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (8) Represents PSUs that will be earned based on the attainment of value driver revenue measured at the end of fiscal 2027.The number of shares reflected in the table above is based on target achievement levels. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (9) Ms. Blackman’s outstanding RSAs vest as follows, subject to her continued employment through the applicable vesting date: |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| • | 5,560 shares vested on August 12, 2025; |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| • | 6,878 shares vested on August 18, 2025 and 13,756 shares will vest semi-annually in two equal installments beginning on February 18, 2026; and |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| • | 1,829 shares vested on August 9, 2025 and 14,632 shares will vest semi-annually in four equal installments beginning on February 9, 2026. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (10) Represents 60,000 RSUs granted by each of the following subsidiaries, which will vest upon certain liquidity events of the applicable subsidiary: Stride Teaching Intelligence, Inc., Stride Professional Development Platform, Inc.; Stride Online Tutoring, Inc.; Stride Learning Intelligence, Inc.; Stride Learning Hub, Inc.; Stride Esports, Inc.; and Stride Enrichment Programs, Inc. For additional information regarding these awards, see the section above titled “Subsidiary Equity Awards.” |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (11) Mr. Goldthwaite’s outstanding RSAs vest as follows, subject to his continued employment through the applicable vesting date: |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| • | 888 shares vested on August 12, 2025; |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| • | 982 shares vested on August 18, 2025 and 1,964 shares will vest semi-annually in two equal installments beginning on February 18, 2026; and |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| • | 121 shares vested on August 9, 2025 and 968 shares will vest semi-annually in four equal installments beginning on February 9, 2026. |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (12) Represents a number of RSUs granted by each of the following subsidiaries, which will vest upon certain liquidity events of the applicable subsidiary, as follows: Stride Teaching Intelligence, Inc.: 15,000 RSUs; Stride Professional Development Platform, Inc.: 100,000 RSUs; Stride Online Tutoring, Inc. 100,000 RSUs; Stride Learning Intelligence, Inc.: 50,000 RSUs; Stride Learning Hub, Inc.: 100,000 RSUs; Stride Esports, Inc.: 100,000 RSUs; Road2Teach, Inc.: 100,000 RSUs, and Stride Enrichment Programs, Inc.: 50,000 RSUs. For additional information regarding these awards, see the section above titled “Subsidiary Equity Awards.” |
Fiscal 2025 Outstanding Equity Awards at Fiscal Year-End Table
| (13) Mr. McMullen’s outstanding RSAs 1,075 shares vested on September 15, 2025; 1,075 shares will vest on March 15, 2026; and 8,600 shares will vest semi-annually in four equal installments beginning on September 15, 2026, subject to his continued employment through the applicable vesting date. |
Fiscal 2025 Option Exercises and Stock Vested Table
Fiscal 2025 Option Exercises and Stock Vested Table The following table provides information about the value realized by our NEOs as a result of the vesting of RSAs during fiscal 2025. None of our NEOs exercised any stock options during fiscal 2025.
Fiscal 2025 Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | James J. Rhyu | 189,214 | 18,275,482 | | Donna Blackman | 27,830 | 3,121,598 | | Todd Goldthwaite | 11,602 | 1,069,765 | | Greerson G. McMullen, Sr. | — | — | | Vincent W. Mathis | 33,501 | 2,746,892 |
Fiscal 2025 Option Exercises and Stock Vested Table
| (1) Represents the value of vested shares calculated by multiplying (i) the gross number of shares acquired on vesting by (ii) the closing market price of our Common Stock on the date of vesting. |
Fiscal 2025 Non-Qualified Deferred Compensation Table
Fiscal 2025 Non-Qualified Deferred Compensation Table The following table sets forth certain information with respect to amounts deferred by the NEOs during fiscal 2025, under our Deferred Compensation Plan, which is discussed in more detail in the Compensation Discussion and Analysis above.
Fiscal 2025 Non-Qualified Deferred Compensation Table
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings / (Losses) in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | James J. Rhyu | 359,654 | — | 221,837 | (28,624) | 2,436,742 | | Donna Blackman | 456,787 | — | 94,074 | — | 1,125,512 | | Todd Goldthwaite | — | — | — | — | — | | Greerson G. McMullen, Sr. | — | — | — | — | — | | Vincent W. Mathis | — | — | 7,718 | — | 182,556 |
Fiscal 2025 Non-Qualified Deferred Compensation Table
| (1) All contributions have been previously reported within the Summary Compensation Table. |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control We have entered into an employment agreement with Mr. Rhyu that provides for severance payments and benefits upon certain terminations of employment, including enhanced payments and benefits following a change in control of the Company. Our remaining NEOs (other than Mr. Mathis) are also entitled to certain payments and benefits upon certain terminations of employment, including enhanced payments and benefits following a change in control of the Company. The terms and conditions of such payments and benefits, and the circumstances in which they will be paid or provided to our NEOs (other than Mr. Mathis) are described in more detail below.
CEO Pay Ratio
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the median of the annual total compensation of all our employees (except our CEO) and the annual total compensation of our CEO, Mr. Rhyu. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. There were no changes to the employee population or compensation programs from fiscal 2024 to fiscal 2025 that would significantly impact our pay ratio disclosure. As a result, we are using the same median employee identified in the CEO Pay Ratio disclosure included in our fiscal 2024 proxy statement. We identified the median employee for fiscal 2024 from among those employees who were employed by us on June 28, 2024, excluding our CEO, based on annualized base salaries for fiscal 2024, which we believe is reasonably representative of our employees’ total compensation for the fiscal year. We included all employees, whether employed on a full-time, part-time or seasonal basis, which yielded a total employee population of 8,615. We did not make any cost-of-living or other adjustments to employee compensation. For the median employee, we calculated the annual total compensation for fiscal 2025 for such employee using the same methodology we used for our NEOs as set forth in the Fiscal 2025 Summary Compensation Table. For fiscal 2025, the annual total compensation for our median employee was $56,973 and the annual total compensation for our CEO was $21,496,095, resulting in a pay ratio of 377 to 1.
Pay-Versus-Performance Table
| Fiscal Year | Summary Compensation Table Total for PEO 1(1) | Compensation Actually Paid to PEO 1(2) | Summary Compensation Table Total for PEO 2(1) | Compensation Actually Paid to PEO 2(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) | Company- Selected Measure: Revenue(8) | | | | | | | | | Total Stockholder Return(5) | Peer Group Total Stockholder Return(6) | | | | (a) | (b1) | (c1) | (b2) | (c2) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $21,496,095 | $110,458,035 | N/A | N/A | $2,912,493 | $8,310,634 | $300 | $79 | $287,941,000 | $2,405,317,000 | | 2024 | $15,623,124 | $44,420,248 | N/A | N/A | $3,248,911 | $5,737,256 | $220 | $59 | $204,183,000 | $2,040,069,000 | | 2023 | $9,737,733 | $9,252,934 | N/A | N/A | $2,213,728 | $1,834,039 | $150 | $47 | $126,867,000 | $1,837,358,000 | | 2022 | $7,691,994 | $10,589,204 | N/A | N/A | $2,268,304 | $4,323,405 | $152 | $61 | $107,130,000 | $1,686,666,000 | | 2021 | $4,716,110 | $7,778,721 | $6,017,557 | $4,382,370 | $6,273,179 | $6,051,428 | $126 | $103 | $71,451,000 | $1,536,760,000 |
Pay-Versus-Performance Table
| (2) The Compensation Actually Paid to our PEOs reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |
Pay-Versus-Performance Table
| (4) The Compensation Actually Paid to our NEOs (excluding our PEOs) on average reflects the following adjustments required by applicable SEC rules from total compensation reported in the Summary Compensation Table: |