Kara Gae Neal
About Kara Gae Neal
Independent Class II director of Educational Development Corporation (EDUC) since 2011; age 79. Background includes leadership in education: Superintendent & CEO of Tulsa Technology Center (2008–2012) and Curriculum Director, School of Urban Education at The University of Tulsa (2012–2015). The Board has determined she is independent under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tulsa Technology Center | Superintendent & CEO | 2008–2012 | Led a major regional technical education institution |
| The University of Tulsa – School of Urban Education | Curriculum Director | 2012–2015 | Academic leadership in curriculum development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tulsa Technology Center | Superintendent & CEO | 2008–2012 | Oversaw operations and strategy for technical education |
| University of Tulsa | Curriculum Director (School of Urban Education) | 2012–2015 | Led curriculum initiatives |
Board Governance
- Committee memberships (2025): Compensation Committee; Audit Committee; Nominating & Corporate Governance Committee (all independent). Audit and Nominating chairs: Bradley V. Stoots. Compensation Committee comprised of Neal, Amy N. Emerson, and Stoots.
- Committee memberships (2024): Compensation, Audit, and Nominating & Corporate Governance Committees (Neal and Stoots; Stoots chair of Audit and Nominating).
- Lead Independent Director: Bradley V. Stoots.
- Board leadership shifted from Executive Chairman Randall W. White (2024) to CEO/Chairman Craig M. White (2025), with independent director executive sessions maintained.
- Independence: Board determined Neal is independent under NASDAQ; majority of Board and all committees comprised of independent directors.
- Board meetings/attendance: Board met 5 times in FY2024 and 4 times in FY2025; “a sufficient number of independent directors attended each meeting,” and all three independent directors attended the annual meetings.
| Governance Metric | FY 2024 | FY 2025 |
|---|---|---|
| Board meetings held | 5 | 4 |
| Audit Committee meetings | 4 | 4 |
| Compensation Committee meetings | 1 | 1 |
| Nominating & Corporate Governance meetings | 1 | 1 |
| Annual meeting attendance by independent directors | All three attended | All three attended |
| Director Election Outcome (2024) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Dr. Kara Gae Neal (Class II) | 4,967,956 | 188,989 | 1,637,825 |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees earned or paid in cash ($) | 2,000 | 1,600 |
| Stock awards ($) | 0 | 4,280 |
| Total ($) | 2,000 | 5,880 |
Director cash fees: $400 per Board meeting; $150 per standalone committee meeting.
FY2025 Board equity grant: 6,000 shares total (2,000 per director), aggregate fair value $12,640.
Performance Compensation
- No performance-based metrics disclosed for director compensation; Board states no formal policies for granting options/stock to directors, and no Board equity awards were granted in FY2024. FY2025 director stock grants were disclosed without performance conditions.
| Performance Metric Element | Disclosed Details |
|---|---|
| Director performance metrics tied to pay | None disclosed; no formal equity grant policy for directors |
| FY2024 director equity awards | None granted |
| FY2025 director equity awards | 2,000 shares to Neal; fair value $4,280 |
Other Directorships & Interlocks
- No other public company directorships or interlocks for Dr. Neal are disclosed in the proxies.
Compensation Committee interlocks: None; no insider participation.
Expertise & Qualifications
- Governance and oversight expertise via service on Audit, Compensation, and Nominating & Corporate Governance Committees.
- Sector expertise in education administration and curriculum development (University of Tulsa; Tulsa Technology Center).
- Independence affirmed by NASDAQ standards; participates in executive sessions of independent directors.
Equity Ownership
| Metric | As of May 13, 2024 | As of May 12, 2025 |
|---|---|---|
| Shares beneficially owned (number) | 2,529 | 4,529 |
| Ownership (% of shares outstanding) | <1% (*) | <1% (*) |
Shares outstanding: 8,575,088 (record date 2024); 8,583,201 (record date 2025). (*) Less than 1% per proxy footnote.
Governance Assessment
- Alignment: Addition of equity to director compensation in FY2025 increases skin‑in‑the‑game versus prior year’s all‑cash fees; Neal’s beneficial ownership rose to 4,529 shares by May 2025.
- Committee coverage: Neal sits on all three core committees (Audit, Compensation, Nominating), supporting Board effectiveness; Audit and Nominating chairs are independent (Stoots).
- Shareholder support: Strong support for Neal’s 2024 reelection (4.97M for; 0.19M withheld) and say‑on‑pay approval (5.07M for; 0.05M against; 0.04M abstain).
- Independence and engagement: Board affirms Neal’s independence; independent directors meet in executive sessions; annual meeting attendance by all independents.
- RED FLAGS:
- Combined CEO/Chair structure from 2025 could weaken independent oversight; mitigated by lead independent director and executive sessions.
- Family relationship at the company (Randall W. White and Craig M. White are father and son) in recent Board leadership history—heightens sensitivity to independence and compensation oversight.
- Related parties: No related‑party transactions tied to Neal disclosed in the proxies.