Liza McFadden
StrideAbout Liza McFadden
Liza McFadden, age 63, has served as an independent director of Stride, Inc. (LRN) since 2017 and is Chair of the Nominating and Corporate Governance (NCG) Committee. She founded LIZA and Partners LLC (advises nonprofits/foundations), previously served as President & CEO of the Barbara Bush Foundation for Family Literacy (2012–2018), and earlier held roles as a high school teacher, Florida Department of Education administrator, and in Governor Jeb Bush’s administration; she was appointed by President George W. Bush to the National Institute for Literacy Board. She holds an M.A. from Florida State University and a B.A. from Fitchburg State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barbara Bush Foundation for Family Literacy | President & CEO | 2012–2018 | Led national literacy initiatives |
| Florida Department of Education; Governor Jeb Bush’s Administration | Administrator; Appointee | Not disclosed | Education policy and state government engagement |
| National Institute for Literacy (U.S.) | Board Member (Presidential appointee) | Not disclosed | National literacy policy oversight |
| K–12/Teaching | High school teacher | Not disclosed | Classroom experience informs education policy expertise |
External Roles
| Organization | Role | Notes |
|---|---|---|
| LIZA and Partners LLC | Founder | Consulting for nonprofits and foundations |
| Conservation Nation | Board Member | Non-profit board service |
| Florida State Parks Foundation | Board Member | Non-profit board service |
| Village Square | Board Member | Non-profit board service |
| Suwannee River Area Council, Scouting America | Board Member | Non-profit board service |
Board Governance
- Independence: The Board has determined all non-employee directors, including Ms. McFadden, are independent under NYSE and SEC rules .
- Committee assignments (as of the proxy date):
- Audit: No
- Compensation: No
- Nominating & Corporate Governance: Chair (meets 4 times/year) .
- Board/Committee attendance: The Board met 5 times in fiscal 2025; each director attended at least 75% of the Board and committee meetings to which they were assigned .
- Annual meeting attendance: Only Messrs. Fink, Knowling, Rhyu and Verbrugge attended the 2024 annual meeting (Ms. McFadden did not attend) .
- Lead Independent Director: Steven B. Fink (also Audit Chair) with delineated responsibilities; regular executive sessions held without management .
Fixed Compensation (Non-Employee Director, FY2025)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non-employee director cash retainer |
| Committee chair fee (NCG) | $15,000 | Chair of Nominating & Corporate Governance |
| Total cash paid (FY2025) | $85,000 | Matches Director Compensation Table for Ms. McFadden |
Additional context: Lead Independent Director cash premium was increased to $50,000 from $25,000 in Feb 2025 (not applicable to Ms. McFadden) .
Performance Compensation (Non-Employee Director, FY2025)
| Element | Terms | Vesting/Conditions |
|---|---|---|
| Annual equity grant (restricted stock) | $250,000 grant-date value | Vests fully on the earlier of one year from grant or next annual meeting; accelerates upon death, disability, or change in control . Ms. McFadden’s FY2025 stock award value: $250,000 . |
| Grant date (FY2025 awards) | December 5, 2024 | FY2025 director grants; Ms. McFadden had 2,262 unvested restricted shares outstanding as of 6/30/2025 . |
| Deferral (DSUs) | Optional deferral of cash/equity into DSUs | Ms. McFadden is not listed as deferring FY2025 equity; DSUs settle within 90 days after service ends, in shares or cash at Company discretion . |
| Clawback | Company-wide incentive compensation clawback policy applies to awards under the plan | Restated 2016 Plan awards subject to clawback; Dodd-Frank compliant policy maintained . |
Performance metrics: Director equity awards are time-based restricted stock; no performance-conditioned director awards disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public-company boards | None disclosed for Ms. McFadden |
| Compensation Committee interlocks (FY2025) | No interlocks existed; members were independent and none were Company officers; no interlocking relationships with other companies reported |
Expertise & Qualifications
- Education policy and programming expertise for adults and children; experience working with local and state governments .
- Founder of a nonprofit/foundation advisory firm; prior nonprofit CEO experience .
- Education: M.A. (Florida State University); B.A. (Fitchburg State University) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 30,536 | Includes 2,262 unvested restricted shares subject to forfeiture |
| Unvested restricted shares | 2,262 | As of June 30, 2025 |
| Vested shares (calculated) | 28,274 | 30,536 minus 2,262; derived from disclosed amounts |
| Ownership as % of outstanding (calculated) | 0.0696% | 30,536 / 43,859,831 shares outstanding as of Oct 14, 2025 |
| Shares outstanding (reference) | 43,859,831 | As of October 14, 2025 |
| Hedging/pledging | Prohibited | Company policy prohibits short sales, hedging and pledging by directors; plan prohibits pledging awards (unless otherwise permitted) |
| Director ownership guideline | 5x annual cash retainer | Effective July 31, 2025 (previously lesser of 3x retainer or 15,000 shares); compliance required within 5 years. All non-employee directors are in compliance or within the accumulation period . |
Governance Assessment
Strengths
- Independent director since 2017; currently Chairs the Nominating & Corporate Governance Committee, which oversees director nominations, board evaluations, committee composition, and governance policy—key levers for board effectiveness .
- Compensation mix emphasizes equity alignment ($250,000 in restricted stock vs. $85,000 cash in FY2025); director ownership guidelines increased to 5x cash retainer, reinforcing skin-in-the-game; hedging/pledging prohibited .
- Attendance threshold met (≥75% of assigned meetings) and regular executive sessions bolster independent oversight .
Watch items / potential investor considerations
- Did not attend the 2024 annual meeting (attendance is encouraged but not required); some investors view annual meeting presence as a signaling factor for engagement .
- Director equity grants are time-based and vest on a single-trigger upon a change in control for non-employee directors—common but sometimes scrutinized by governance-focused investors for potential misalignment during M&A events .
- No public-company board interlocks are disclosed for Ms. McFadden; the Company reports no Compensation Committee interlocks in FY2025, reducing conflict risk in pay decisions .