Joseph Verbrugge
StrideAbout Joseph A. Verbrugge
Joseph A. Verbrugge (age 56) has served on Stride, Inc.’s Board since 2022 and is currently Chair of the Compensation Committee and a member of the Audit Committee; the Board classifies him as independent and as an “audit committee financial expert.” He previously served as Chief Commercial Officer of Sirius XM Holdings Inc. (June 2022–July 2024), held senior roles at SiriusXM since 2004, and earlier worked in management consulting; he holds a DPhil (University of Oxford), MBA (Georgetown), and BA (University of Michigan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sirius XM Holdings Inc. | Chief Commercial Officer | Jun 2022–Jul 2024 | Oversaw marketing, subscription revenue, partnerships; automotive/streaming; retail product development |
| SiriusXM (various) | Executive Vice President, Sirius XM Digital Subscriptions; other senior roles | 2004–2022 | Led digital subscriptions and commercial activities |
| The Dealy Strategy Group LLC | Management Consultant | 1997–2004 | Advised senior leaders in media/tech/services on strategy, operations, transactions |
External Roles
| Organization | Role | Tenure | Details |
|---|---|---|---|
| Sirius XM Canada Inc. (previously Toronto: XSR) | Director (past) | Not disclosed | Served on board; adds media/telecom governance experience |
| Georgetown University McDonough School of Business | Board of Advisors (current) | Since Jul 2020 | Advisory role; academic network and business education perspective |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Board has affirmatively determined all non-employee directors, including Verbrugge, are independent under NYSE and SEC rules; Verbrugge also designated an “audit committee financial expert” .
- Attendance: Board met five times in FY2025; each director attended at least 75% of Board and committee meetings; Verbrugge attended the 2024 annual meeting (one of four then-serving directors present) .
- Committee activity: Audit Committee met 11 times; Compensation Committee met 4 times in FY2025 .
- Executive sessions: Board holds executive sessions without management at each regular meeting; Lead Independent Director (Steven B. Fink) chairs executive sessions and has delineated oversight responsibilities .
- Over-boarding, hedging/pledging policies: Company maintains limits on outside board service and prohibits hedging, pledging, and short sales of company securities .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Standard non-employee director retainer |
| Committee fees – Compensation Committee (Chair) | $25,000 | Chair retainer |
| Committee fees – Audit Committee (Member) | $10,000 | Member retainer |
| Lead Independent Director add’l retainer | $50,000 | Applicable to LID only; increased from $25,000 in Feb 2025 (not applicable to Verbrugge) |
| Non-executive Chair add’l retainer | $100,000 | Applicable if role exists (not applicable to Verbrugge) |
Fiscal 2025 Director Compensation (actual):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Joseph A. Verbrugge | 86,996 | 250,000 | — | 336,996 |
- Structure: Non-employee directors eligible for annual restricted stock awards valued at $250,000 on grant date; vest on earlier of one year or the next annual meeting; can defer cash and equity into DSUs under the Directors Deferred Compensation Plan .
Performance Compensation
| Grant Date | Award Type | Units/Shares | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Dec 5, 2024 | Deferred Stock Units (in lieu of restricted stock) | 2,262 (unvested as of Jun 30, 2025) | 250,000 | Full vest on earlier of 1 year from grant or next annual meeting; accelerates upon death, disability, or change-in-control |
- Equity/cash cap: Under the Restated 2016 Plan, total grant-date fair value of equity and cash-based awards for services as a director is capped at $750,000 per fiscal year (or $1,000,000 in the initial year of service), with exceptions in extraordinary circumstances at Administrator’s discretion .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Interlock/Notes |
|---|---|---|---|
| Sirius XM Canada Inc. | Public (Canada) | Director (past) | No Stride compensation committee interlocks in FY2025; no Item 404 relationships for compensation committee members |
| Georgetown McDonough | Academic | Board of Advisors | Advisory, non-issuer board; governance/education expertise |
- Compensation Committee Interlocks: None in FY2025; no member (including Verbrugge) had relationships requiring Item 404 disclosure; no reciprocal service on other companies’ compensation committees creating interlocks .
Expertise & Qualifications
- Leadership in marketing, partnerships, strategy, operations, and human resources; designated audit committee financial expert .
- Education: DPhil (University of Oxford), MBA (Georgetown), BA (University of Michigan) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Unvested RS/DSUs (included in beneficial ownership notes) |
|---|---|---|---|
| Joseph A. Verbrugge | 13,115 | * (<1%) | 2,262 deferred stock units unvested as of Jun 30, 2025 |
- Shares outstanding: 43,859,831 as of Oct 14, 2025 .
- Director ownership guidelines: Revised July 31, 2025 to five times annual cash retainer; compliance required within five years of Board start; all non-employee directors are compliant or within accumulation period .
- Hedging/pledging: Prohibited by policy .
- DSU settlement: Payable within 90 days after Board service ends; settled in shares or cash at Company’s discretion .
Governance Assessment
- Board effectiveness: Verbrugge’s dual role (Compensation Chair; Audit member) and “financial expert” designation support oversight of pay-for-performance and financial reporting; active committees (Audit: 11 meetings; Compensation: 4 meetings) and 75%+ attendance threshold were met in FY2025, and he attended the 2024 annual meeting, indicating engagement .
- Independence and conflicts: Board affirms independence; compensation committee reported no interlocks or Item 404 relationships; Company enforces related-party transaction review and prohibits hedging/pledging, limiting conflict risk .
- Incentive alignment: Annual $250,000 equity grant (time-based) and DSU deferral election demonstrate long-term alignment; director ownership guidelines raised to 5x retainer enhance “skin-in-the-game” expectations (Verbrugge holds 13,115 shares; <1%) .
- Compensation structure: Cash fees consistent with role responsibilities (Chair/member add-ons); equity awards time-based with clear vesting and acceleration provisions; director award cap under Restated 2016 Plan mitigates pay inflation .
- RED FLAGS: None disclosed specific to Verbrugge. No late Section 16 filings named for Verbrugge in FY2025; a single late Form 4 was noted for another director due to administrative error . Company policies on over-boarding and related-party transactions further reduce governance risk .