Dan O'Keefe
About Dan O'Keefe
Dan E. O’Keefe, age 56, has served as Educational Development Corporation’s Chief Financial Officer and Corporate Secretary since 2017. Prior to EDC, he was CFO & Corporate Secretary of Tulsa Inspection Resources, LLC (2010–2015) and Vice President – Finance (2015–2016) . Company performance during his recent tenure includes declining revenues and negative EBITDA, with revenues falling from $87.8M in FY2023 to $34.2M in FY2025 , and cumulative TSR per proxy “pay vs performance” rising from 23.35 to 39.40 between FY2024 and FY2025 . Education credentials were not disclosed in the company’s proxy biographies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tulsa Inspection Resources, LLC | Chief Financial Officer & Corporate Secretary | 2010–2015 | Led finance and corporate secretary functions at an oilfield services company |
| Tulsa Inspection Resources, LLC | Vice President – Finance | 2015–2016 | Oversaw finance operations; progressed into CFO role earlier in tenure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or external roles disclosed in EDC proxies |
Fixed Compensation
Multi-year CFO compensation (exact SCT values):
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Salary ($) | 226,200 | 230,000 | 238,800 | 230,000 |
| Bonus Paid ($) | 75,000 | 0 | 0 | 0 |
| Stock Awards ($) | — (not disclosed for 2022 SCT line items) | 0 (no grants) | 0 (no grants) | 0 (no grants; all prior awards vested) |
| All Other Compensation ($) | 12,400 | 11,100 | 16,100 | 12,400 |
| Total ($) | 313,600 | 241,100 | 254,900 | 242,400 |
Notes:
- FY2023–FY2025 bonuses were not paid due to profitability thresholds not being met under the STI Plan .
- No new equity grants were made in FY2023–FY2025; FY2019 and FY2021 LTI awards matured per schedules (see Performance Compensation) .
Performance Compensation
Short-Term Incentive (STI) Plan structure and payout
| Metric | Weighting | Target | FY 2023 Actual/Payout | FY 2024 Actual/Payout | FY 2025 Actual/Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|---|
| Pre-tax profitability (Return on Sales) | 60% | Targets not disclosed | Minimum not achieved; 0% payout (no bonuses) | Pre-tax profit ~$0.7M, but minimum not achieved; 0% payout | Pre-tax loss ~$6.9M; 0% payout | After annual audit and Compensation Committee approval |
| Revenue growth | 25% | Targets not disclosed | 0% payout | 0% payout | 0% payout | Same as above |
| Individual performance | 15% | Targets not disclosed | 0% payout | 0% payout | 0% payout | Same as above |
Long-Term Incentive (LTI) Plans and vesting
| Plan | Structure | Targets | Status/Actuals | Vesting |
|---|---|---|---|---|
| 2019 LTI Plan (600,000 restricted shares) | Restricted shares awarded upon escalating annual Net Revenues thresholds; defined as Gross Sales less Discounts plus Transportation Revenue | Awards at $100M, $130M, $160M; full award at $160M | Company exceeded $160M annual Net Revenues in FY2021; full 600,000 shares issued | Cliff vest after five fiscal years; FY2019 grant vested 2/28/2023 |
| 2022 LTI Plan (300,000 restricted shares) | Restricted shares upon four annual Net Revenues thresholds over two years | 75k at $225M; 75k at $250M; 75k at $275M; 75k at $300M (interpolation applies) | No shares were granted under this plan in FY2022–FY2025 | Would cliff vest after five fiscal years if granted |
| FY2021 Restricted Shares (under 2019 LTI) | Service and performance conditions; fair value at grant; dividends reinvested as restricted treasury shares | — | 297,000 shares granted FY2021; vested on 2/28/2025; all expense recognized | Cliff vest after five fiscal years (including grant year) |
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Beneficially Owned (number) | 138,779 | 162,165 | 180,338 |
| Ownership (% of outstanding shares) | 1.6% | 1.9% | 2.1% |
| Unvested Restricted Shares (units) | 41,750 | 41,750 | 0 (all vested as of 2/28/2025) |
| Market Value of Unvested ($) | $153,600 | $76,820 | — |
| Options (exercisable / unexercisable) | — / — (no options outstanding) | — / — (no options outstanding) | — / — (no options outstanding) |
Alignment indicators:
- Shares pledged: No pledging footnotes or disclosures for O’Keefe in security ownership tables .
- Stock ownership guidelines: Not disclosed in proxies .
Company Performance Context (for pay-for-performance)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 87,829,000 | 51,030,300 | 34,191,000 |
| EBITDA ($) | -103,300* | -3,413,700* | -5,050,700* |
Values retrieved from S&P Global.
- S&P Global data (no document citations available)
Proxy-reported TSR indicator (value of $100 investment):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR ($ value of $100 investment) | 26.78 | 23.35 | 39.40 |
| Net Income (Loss) ($) | (2,504,900) | 546,400 | (5,263,600) |
Employment Terms
- No executive employment agreement, severance, change-of-control, non-compete, or non-solicit provisions were disclosed for O’Keefe in the DEF 14A filings reviewed (2023–2025). The proxies describe compensation programs but do not include a “Potential Payments upon Termination or Change-in-Control” section for Named Executive Officers .
Investment Implications
- Compensation alignment: CFO pay is primarily fixed salary with no STI payouts in FY2023–FY2025 and no new equity grants since FY2021; this reduces short-term incentive alignment but is balanced by meaningful personal share ownership (2.1% of shares outstanding in FY2025) .
- Vesting and supply dynamics: 41,750 unvested restricted shares attributed to O’Keefe in FY2023–FY2024 fully vested by 2/28/2025, increasing potential free float; monitor Form 4 filings and any 10b5‑1 plans for selling activity around and after vest dates .
- Performance headwinds: Revenues and EBITDA deteriorated across FY2023–FY2025, with proxies confirming profitability thresholds were not met—driving zero STI payouts and signaling execution challenges that could constrain cash bonus flexibility and capital allocation .
- Governance and risk flags: No disclosures of pledging, hedging, or tax gross-ups; no outstanding options; equity awards utilize five-year cliff vesting—reducing near-term churn but concentrating vest events. Continued monitoring of profitability and any revisions to STI/LTI metrics is prudent .