James Rhyu
StrideAbout James J. Rhyu
James J. Rhyu, age 55, is Stride, Inc.’s Chief Executive Officer and Executive Chair and has served as a director since 2021, following prior roles as CFO (2013–2020) and President, Corporate Strategy, Marketing and Technology (2020–2021) . He holds a B.S. from the Wharton School, University of Pennsylvania, and an M.B.A. from London Business School, with earlier career stops at Match.com (CFO/CAO), Dow Jones (SVP Finance), Sirius XM and Graftech (Corporate Controller), and Ernst & Young (auditor) . Under his leadership, fiscal 2025 performance included 17.9% revenue growth to $2,405.3 million and 46.1% Adjusted EBITDA growth to $571.0 million versus fiscal 2024, supporting above-target incentive payouts . The company’s pay-versus-performance disclosure shows the value of a hypothetical $100 investment reaching $300 in 2025 for Stride’s TSR while the peer group TSR index was $79, contextualizing shareholder returns through his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Stride, Inc. | CFO | 2013–2020 | Built finance function during growth period; prepared foundation for performance-linked pay programs . |
| Stride, Inc. | President, Corporate Strategy, Marketing and Technology | 2020–2021 | Led strategy/tech/marketing realignment ahead of CEO appointment . |
| Match.com (IAC) | CFO & CAO | 2011–2013 | Oversaw finance, HR, legal, IT, ops, international and product development . |
| Dow Jones & Company | SVP Finance | 2009–2011 | Led global financial function transformation during digital transition . |
| Sirius XM / XM Satellite Radio | Corporate Controller | 3 years (dates not specified) | Scaled controls and reporting at a complex subscription/media platform . |
| Graftech International | Corporate Controller | Not disclosed | Corporate finance leadership in industrials . |
| Ernst & Young | Auditor | 6 years | Audit experience in U.S. and South America underpinning governance discipline . |
External Roles
None disclosed for current public company directorships or committee roles beyond Stride’s Board service .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $880,769 | $1,000,000 | $1,000,000 |
| All Other Compensation ($) | $14,892 | $15,473 | $15,766 |
| Notes | No tax gross-ups on perquisites | No tax gross-ups on perquisites | No tax gross-ups on perquisites |
Stock ownership guideline: CEO must hold 5x base salary in Stride stock; all NEOs are compliant or within the five-year accumulation period . Company prohibits hedging, pledging, and short sales of Stride securities, reducing alignment risk from collateralized holdings .
Performance Compensation
Annual Incentive (Executive Bonus Plan) – FY 2025
| Metric | Weighting | Threshold | Target | Outperform | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | $2,166.6 | $2,265.0 | $2,491.5 | $2,405.3 | 162% |
| Adjusted EBITDA ($mm) | 50% | $453.0 | $476.8 | $524.5 | $571.0 | 200% |
| Overall Payout Factor | — | — | — | — | — | 181% |
| CEO Bonus Paid ($) | — | — | — | — | — | $3,619,426 |
Notes: CEO target annual bonus increased to 200% of base salary for FY 2025 (from 150% in FY 2024), reflecting pay-for-performance emphasis . Plan metrics equally weighted revenue and Adjusted EBITDA; payouts interpolated linearly between performance levels .
Long-Term Incentives (granted Aug 9, 2024 for FY 2025 cycle)
| Award Type | Metric/Condition | CEO Grant Detail | Vesting |
|---|---|---|---|
| PSUs (Component 1) | Adjusted Operating Income (3-year) | Target 93,300 shares; threshold 46,650; max 186,600 | Earned based on AOI; 100% of earned PSUs for FY 2025 AOI vested upon Committee determination in Sep 2025 . |
| PSUs (Component 2) | Stock Price CAGR (3-year) | Target 31,100 shares; threshold 15,550; max 62,200; Monte Carlo valuation used | Earned based on stock price growth milestones per award terms . |
| RSAs | Time-based retention | 82,930 shares | Semi-annual over 3 years: 20% year 1, 40% years 2 & 3; specific FY 2025 vest dates include Aug 9/12/18, 2025 with future semi-annual tranches starting Feb 2026 . |
Grant value mix emphasized performance (approx. 60% PSUs, 40% RSAs) for CEO, aligning realized pay with multi-year outcomes . The total grant-date fair value of FY 2025 stock awards for Mr. Rhyu was $16,860,903 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 777,186 shares (1.8% of outstanding) as of Oct 14, 2025 . |
| Unvested Restricted Stock Included | 153,663 shares subject to forfeiture within total beneficial ownership . |
| Outstanding Awards (selected) | Unearned PSUs at target include 58,395 (AOI, FY2025), 58,395 (Stock CAGR, FY2025), 132,670 (AOI, FY2026), 44,220 (Stock CAGR, FY2027), 93,300 (AOI, FY2027), 31,100 (Stock CAGR, FY2028) with market/payout values at $145.19 per share reference . |
| Ownership Guidelines | CEO: 5x base salary; compliant or within accumulation period . |
| Hedging/Pledging | Prohibited under corporate policy . |
| Options | Company does not currently grant options/SARs to executive officers; no repricing permitted under plan . |
| Director Pay for CEO | No additional compensation for Board service . |
Employment Terms
| Provision | Base Case (no CIC) | Change-in-Control (double-trigger within 2 years) |
|---|---|---|
| Cash severance | Salary continuation for 24 months | Lump sum 2x base salary |
| Bonus | Prior-year earned bonus; prorated current-year bonus based on actual performance | Prior-year earned bonus; prorated current-year bonus at target; plus 2x target bonus |
| Benefits | Company-paid health benefits for 12 months | Company-paid health benefits for 24 months |
| Equity | As per award terms; time-based RSAs may accelerate under specified conditions | Immediate vesting of all unvested equity; PSUs payable subject to achievement of performance objectives per award terms |
| Restrictive covenants | Non-solicit of employees for 1 year after termination; non-compete during severance and for 12 months thereafter | Same |
Estimated values at June 30, 2025 (stock price $145.19):
- Termination without cause/good reason: Salary $2,000,000; Bonus $2,000,000; Benefits $23,315; RSA vesting $0; PSUs $0 .
- Change-in-control with qualifying termination: Salary $2,000,000; Bonus (aggregate) $6,000,000; Benefits $46,630; RSA vesting $23,370,799; PSUs per award terms (performance-dependent) .
- Change-in-control without termination: PSU vesting valued at $60,701,035 at target achievement assumptions; RSA vesting per award agreements .
Board Governance and Service
- Role: CEO and Executive Chair; not independent under NYSE/SEC rules; Lead Independent Director (Steven B. Fink) provides added oversight and chairs executive sessions .
- Committees: Rhyu is not a member of Audit, Compensation, or Nominating & Corporate Governance committees, which are fully independent .
- Board service history: Director since 2021; the Board met five times in fiscal 2025; all directors met at least 75% attendance; Rhyu attended the 2024 annual meeting .
- Policies: Director/executive ownership guidelines; prohibition on hedging/pledging; independent compensation consultant (Compensia) used for program design and market analysis .
Compensation Structure Analysis
- Shift to performance-heavy equity: CEO’s FY 2025 LTI target of $17 million with ~60% PSUs (multi-year AOI and stock CAGR) and ~40% RSAs; aligns realized pay with durable performance rather than guaranteed cash .
- Increased at-risk cash: CEO target bonus lifted to 200% of salary for FY 2025; actual payout 181% of target on strong revenue/Adjusted EBITDA, reinforcing pay-for-performance linkage .
- Governance safeguards: Clawback policy compliant with SEC/NYSE rules; no option/SAR repricing; no dividend payments on unvested awards; no tax gross-ups in the equity plan .
Equity Vesting and Potential Selling Pressure
- Near-term vesting cadence: RSAs vest semi-annually with back-loaded tranches; specific FY 2025 vest dates included (Aug 9/12/18, 2025) with additional semi-annual vesting beginning Feb 2026, creating predictable supply events .
- PSU realization points: AOI-based PSUs for FY 2025 vested upon Committee determination in Sep 2025; future tranches tied to AOI and stock CAGR milestones (FY 2026–FY 2028 windows) .
- Policy mitigants: Prohibition on hedging/pledging reduces forced-selling/financing risk; ownership guideline at 5x salary encourages retention of shares .
Performance & Track Record
- FY 2025: Revenue $2,405.3 million vs $2,040.1 million FY 2024; Adjusted EBITDA $571.0 million vs $390.7 million; Net Income $287.9 million vs $204.2 million, demonstrating execution across growth and profitability .
- Pay-versus-Performance: Company TSR index rose to $300 for $100 initial investment in 2025 while peer group TSR index was $79, situating shareholder returns in context .
Employment & Contracts
- Severance economics: 24-month salary continuation and prorated bonus in non-CIC terminations; 2x salary and 2x target bonus plus prorated bonus at target and full equity vesting (performance contingent for PSUs) on double-trigger CIC .
- Post-termination restrictions: Non-solicit (1 year) and non-compete (during severance and 12 months thereafter) tighten retention and protect enterprise value post-departure .
Investment Implications
- Alignment: Elevated performance-contingent equity and higher target bonus tie realized pay to multi-year AOI and stock price CAGR, supporting investor alignment; clawback and no-repricing provisions add governance discipline .
- Retention risk: Rich double-trigger CIC terms and substantial unvested PSUs/RSAs (~multiple six-figure share counts) imply strong golden handcuffs; predictable semi-annual RSA vesting may introduce episodic supply, but hedging/pledging prohibitions mitigate collateral pressure .
- Dual-role oversight: CEO + Executive Chair structure is counterbalanced by a Lead Independent Director, independent committees, and regular executive sessions; investors should monitor continued robustness of independent oversight and succession planning .
- Execution momentum: Recent revenue and EBITDA outperformance drove above-target annual incentive payouts; continued delivery on AOI and stock CAGR PSU hurdles is pivotal to sustaining pay-for-performance credibility and avoiding future dilution concerns tied to plan share reserves .