Ralph Smith
StrideAbout Ralph Smith
Ralph Smith, age 78, is an independent director of Stride, Inc. (ticker LRN) serving since 2023 and sits on the Audit Committee and the Nominating & Corporate Governance Committee; the Board has deemed him an SEC-defined “audit committee financial expert.” He is Managing Director of the Campaign for Grade-Level Reading and previously held senior roles at the Annie E. Casey Foundation; he was a tenured law professor at the University of Pennsylvania. He holds a B.A. from Loyola University of Los Angeles and a law degree from UCLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Annie E. Casey Foundation | Director of Planning & Development; Senior VP; Executive VP | 1994–2016 | Led community-focused initiatives to improve economic and educational outcomes |
| School District of Philadelphia | Special Counsel; Chief of Staff & COO | 1983–1990 | District operations and policy leadership |
| City of Philadelphia (Mayor’s Office) | Senior advisor (children & family policy) | 1991–1993 | Policy advisory |
| University of Pennsylvania Law School | Tenured faculty (education law & policy, corporations, securities regulation) | 1975–1997 | Academic leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Campaign for Grade-Level Reading | Managing Director | Since May 2010 | Leads national network of 350+ communities for early school success |
| LeapFrog Enterprises, Inc. | Director | 2005–2009 | — |
| Nobel Learning Communities, Inc. | Director | 2008–2011 | — |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Expertise: Audit Committee has determined Smith is an SEC-defined “audit committee financial expert” .
- Independence: Board affirms all non-employee directors (incl. Smith) are independent under NYSE and SEC rules .
- Attendance: Board met 5 times in fiscal 2025; each director attended at least 75% of meetings for their assignments. Audit Committee met 11 times; Nominating & Corporate Governance met 4 times .
- Annual meeting presence: 2024 annual meeting attendees listed did not include Smith (attendance is encouraged but not required) .
- Board leadership: CEO James Rhyu serves as Executive Chair; Steven Fink is Lead Independent Director with defined responsibilities .
Fixed Compensation
Structure for non-employee directors (effective FY2025 unless noted):
- Annual cash retainer: $70,000; Audit member: $10,000; Nominating & Corporate Governance member: $10,000; Lead Independent Director supplement increased to $50,000 (from $25,000 in Feb 2025) .
Ralph Smith – actual cash fees:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $49,093 | $53,176 |
Additional notes:
- Directors may defer cash retainers into deferred stock units (DSUs); Smith elected to defer a portion of his cash retainer into DSUs .
Performance Compensation
Equity program for non-employee directors:
- Annual grant: restricted stock valued at $250,000 as of grant date (effective with 2024 annual meeting); full vest on earlier of one year from grant or next annual meeting; accel vest upon death, disability, or change in control; directors may elect DSUs instead of restricted shares .
Ralph Smith – equity awards reported:
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Stock Awards ($) | $232,749 | $283,549 |
| Equity Type | Restricted stock/DSUs per Director plan | Restricted stock/DSUs per Director plan; partial DSU election |
Performance metrics table (directors):
| Compensation Metric | Disclosure |
|---|---|
| Financial/operational performance metrics tied to director equity | None disclosed; director equity is time-based restricted stock or DSUs (no performance conditions) |
| Clawback applicability | All awards under the Restated 2016 Equity Incentive Award Plan are subject to Company clawback policy |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed beyond Stride |
| Prior public company boards | LeapFrog Enterprises (2005–2009); Nobel Learning Communities (2008–2011) |
| Interlocks/conflicts | Compensation Committee reported no interlocks or insider participation concerns in FY2025; related-party transaction policy with Audit Committee approval framework in place |
Expertise & Qualifications
- Education: B.A., Loyola University of Los Angeles; J.D., University of California, Los Angeles .
- Technical/financial: Audit Committee financial expert designation .
- Sector expertise: K-12 education policy, community development, and academic administration .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 10,501 (includes 565 unvested restricted shares and 1,697 unvested DSUs, both subject to forfeiture) |
| Ownership as % of shares outstanding | ~0.024% (10,501 / 43,859,831 outstanding; computed from reported figures) |
| Unvested restricted shares | 565 |
| Unvested DSUs | 1,697 |
| Hedging/pledging | Company policy prohibits hedging, pledging, and short sales |
| Director ownership guidelines | Minimum holding equal to 5x annual cash retainer (revised effective July 31, 2025); directors are compliant or within accumulation period |
Governance Assessment
- Board effectiveness: Smith strengthens audit oversight (financial expert) and governance/nomination processes; Audit Committee met 11 times in FY2025, indicating robust financial controls engagement .
- Independence & policies: Independent status affirmed; Company maintains anti-hedging/anti-pledging, over-boarding limits for audit committee service, and a formal related-party transaction review framework—mitigating conflict risks .
- Ownership alignment: Smith holds equity with time-based vesting and has elected DSU deferrals; director ownership guidelines increased to 5x retainer, with compliance monitored—supportive of alignment with shareholders .
- Signals/RED FLAGS: No related-party transactions or interlocks disclosed; note that Smith was not listed among the 2024 annual meeting attendees (attendance encouraged but not required) . FY2025 reported stock award value exceeds the standard $250,000 grant (company discloses partial DSU election and DSU deferrals; no further rationale provided) .