Bradley Stoots
About Bradley V. Stoots
Bradley V. Stoots (age 64) is an independent Class I director of Educational Development Corporation (EDUC), serving since 2023. He is the Board’s Lead Independent Director and chairs both the Audit Committee (financial expert) and the Nominating & Corporate Governance Committee; he also serves on the Compensation Committee and the Executive Committee. Prior to board service, he was the Office Managing Partner – Tulsa at Grant Thornton LLP (2002–2022) and previously with Arthur Andersen (1982–2002) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP (Tulsa) | Office Managing Partner | 2002–2022 | Deep audit/assurance leadership; designated audit committee financial expert at EDUC |
| Arthur Andersen | Professional roles | 1982–2002 | Accounting and audit experience |
External Roles
- No other public company directorships or external board roles are disclosed in EDUC’s 2023–2025 proxies for Stoots .
Board Governance
- Independence: The Board determined Stoots is independent under NASDAQ rules .
- Lead Independent Director: Board selected Stoots to serve as Lead Independent Director .
- Committee assignments:
- Audit Committee chair and financial expert
- Nominating & Corporate Governance Committee chair
- Compensation Committee member
- Executive Committee member (with CEO)
- Board leadership: CEO Craig M. White is Chairman; Board holds executive sessions without management at each in‑person meeting .
- Attendance: Board met 4 times in FY2025 (independent directors present to establish quorum); Audit met 4 times; Compensation met once; Nominating met once. All three independent directors attended last year’s annual meeting .
| Governance Activity | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Board meetings held | 4 | 5 | 4 |
| Audit Committee meetings | 4 | 4 | 4 |
| Compensation Committee meetings | 2 | 1 | 1 |
| Nominating & Governance meetings | 1 | 1 | 1 |
Fixed Compensation
Director compensation is modest and primarily per‑meeting fees, with limited equity grants.
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees earned or paid in cash ($) | $400 | $2,000 | $1,600 |
| Stock awards ($) | – | – | $4,280 |
| Total ($) | $400 | $2,000 | $5,880 |
| Per‑meeting fee policy (Board/Committee) | $400 / $150 | $400 / $150 | $400 / $150 |
Performance Compensation
- Equity grants: In FY2025, the Board granted 6,000 shares total (2,000 per independent director), with total value $12,640; Stoots’ stock award value was $4,280 .
| Equity Grant Detail | FY2025 |
|---|---|
| Shares granted to Stoots | 2,000 |
| Grant‑date fair value ($) | $4,280 |
| Equity grant policy | No formal director equity grant policy; grants occur from time to time |
No director performance metrics or vesting schedules are disclosed for director equity awards; equity grants to directors are not tied to quantitative performance goals .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no insider participation on Compensation Committee in FY2025 (also none in FY2024 and FY2023) .
- Shared directorships with competitors/suppliers/customers: None disclosed .
Expertise & Qualifications
- Designated Audit Committee financial expert and chair, indicating strong accounting and financial reporting acumen .
- Extensive audit leadership experience (Grant Thornton; Arthur Andersen) .
- Board independence affirmed; selected as Lead Independent Director .
Equity Ownership
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Shares beneficially owned | 1,500 | 1,250 | 3,250 |
| Ownership % of shares outstanding | <1% | <1% | <1% |
Section 16(a) reporting compliance: The Company reports all Section 16(a) filings were satisfied for FY2024 and FY2025 .
Governance Assessment
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Strengths:
- Independent Lead Director with audit chair and financial expert designation enhances oversight of financial reporting and risk .
- Board maintains executive sessions without management, supporting independent oversight .
- No compensation committee interlocks or insider participation; committee independence confirmed .
- Director pay structure is conservative (per‑meeting fees; occasional small equity grants), limiting pay‑related risks .
-
Watch items:
- Combined CEO–Chair role (Craig M. White) places a premium on the Lead Independent Director’s effectiveness in counterbalancing management influence .
- Ownership alignment is modest (Stoots beneficially owns 3,250 shares, <1%), which may limit direct economic exposure, though independence and committee leadership partially mitigate alignment concerns .
- Executive Committee membership includes CEO and Stoots; while no separate meetings were held in FY2025 (actions taken by full Board), investors should monitor Executive Committee usage for potential concentration of agenda‑setting power .