Robert Knowling Jr.
StrideAbout Robert E. Knowling, Jr.
Robert E. Knowling, Jr. (age 70) is an independent director of Stride, Inc. (LRN), serving since 2018, with a brief resignation effective April 15, 2025 and re-election to the Board in September 2025 . He holds a B.A. in theology from Wabash College and an M.B.A. from Northwestern University’s Kellogg School; his core credentials include public company leadership, technology, organizational development, and public education experience . He serves on the Audit and Compensation Committees and has been designated an Audit Committee financial expert; he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eagles Landing Partners | Chairman | Not disclosed | Strategy, organizational transformations, business re-engineering |
| NYC Leadership Academy | Chief Executive Officer | 2002–2005 | Led principal development in NYC public schools |
| Telwares | Chief Executive Officer | Not disclosed | Technology/telecom leadership |
| SimDesk Technologies, Inc. | Chairman & Chief Executive Officer | Not disclosed | Technology leadership |
| Covad Communications | Chairman, President & Chief Executive Officer | Not disclosed | Telecom operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CECO Environmental Corp. | Director | Current | Public company board |
| Rocket Software | Director | Current | Private company board |
| Stream Companies | Director | Current | Private company board |
| Citrix Systems Inc. | Director | 2020–Sep 2022 | Prior public board |
| Heidrick & Struggles, Inc. | Director | 2001–2015 | Prior public board |
| Convergys Corporation | Director | 2017–2018 | Prior public board |
| Roper Technologies, Inc. | Director | 2008–2021 | Prior public board |
Board Governance
- Committee assignments (as of the 2025 proxy): Audit Committee member; Compensation Committee member; not a chair. Compensation Committee chaired by Joseph A. Verbrugge; Audit Committee chaired by Steven B. Fink .
- Independence and qualifications: The Board determined he is independent under NYSE standards; he is also designated an SEC “audit committee financial expert” .
- Attendance: Board met 5 times in fiscal 2025; each director attended at least 75% of total Board and assigned committee meetings during their term. He attended the 2024 annual meeting of stockholders .
- Committee activity: Audit Committee held 11 meetings; Compensation Committee held 4; Nominating & Corporate Governance Committee held 4 .
- Tenure events: Served on Audit Committee until April 15, 2025; rejoined the Audit Committee on September 16, 2025 .
- Governance policies: Company prohibits hedging, pledging, and short sales of securities; maintains an over-boarding policy and a Lead Independent Director role .
- Director election (Dec 5, 2024): Votes for Knowling—For 35,464,945; Withheld 1,032,149; Broker non-vote 1,672,599 .
- Compensation Committee interlocks: None in fiscal 2025; no Item 404 related-party relationships for members .
Fixed Compensation
| Fiscal 2025 Non-Employee Director Compensation (LRN) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Robert E. Knowling, Jr. | 105,000 | 250,000 | 61,232 | 416,232 |
- Equity grant mechanics: On Dec 5, 2024, each non-employee director was eligible for a restricted stock award; some directors elected deferred stock units in lieu of restricted shares .
- Acceleration: In connection with his resignation effective April 15, 2025, vesting of 2,262 restricted shares granted Dec 5, 2024 was accelerated; “All Other Compensation” reflects the incremental fair value at modification date under ASC 718 .
Director Equity Grant Details (Knowling)
| Item | Detail |
|---|---|
| Grant date | December 5, 2024 |
| Shares granted | 2,262 restricted shares |
| Vesting schedule | Earlier of December 5, 2025 or next annual meeting |
| Acceleration | Vesting accelerated on April 15, 2025 |
| Incremental fair value | Included in $61,232 All Other Compensation |
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director equity | Restricted stock (time-based) | No performance metrics disclosed for director awards | Earlier of 1-year anniversary or next annual meeting; accelerated due to resignation in FY25 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | CECO Environmental Corp. |
| Other current boards | Rocket Software; Stream Companies |
| Prior public boards | Citrix Systems Inc. (2020–Sep 2022); Heidrick & Struggles, Inc. (2001–2015); Convergys Corporation (2017–2018); Roper Technologies, Inc. (2008–2021) |
| Interlocks (FY25) | No compensation committee interlocks; no Item 404 relationships for committee members |
Expertise & Qualifications
- Audit committee financial expert; independent director .
- Executive leadership in technology and telecom; organizational transformation; public education administration .
- Education: B.A. (Wabash College); M.B.A. (Kellogg, Northwestern) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 5,586 shares; less than 1% of outstanding |
| Shares outstanding (reference date) | 43,859,831 as of Oct 14, 2025 |
| Unvested/Deferred holdings (as of Jun 30, 2025) | None; held no unvested restricted shares |
| Ownership guidelines | 5x annual cash retainer (revised effective July 31, 2025); compliance required within 5 years; all non-employee directors are in compliance or within the accumulation period |
| Hedging & pledging | Prohibited by policy |
Governance Assessment
- Independence and expertise are strong: independent under NYSE rules and designated audit committee financial expert; active on Audit and Compensation committees with robust meeting cadence .
- Attendance and engagement: met at least 75% threshold and attended the 2024 annual meeting, signaling engagement despite mid-year resignation and return .
- Compensation alignment: standard non-employee director package of cash retainer plus time-based restricted stock; no performance metrics are tied to director equity, which is typical for board roles; acceleration was a one-time event tied to resignation .
- Ownership alignment: beneficial ownership is modest (5,586 shares) but the company’s updated 5x retainer guideline and anti-hedging/anti-pledging policy support alignment; proxy states directors are compliant or within the window .
- Conflicts/interlocks: no compensation committee interlocks in FY25 and a formal related-party transaction review policy reduces conflict risk .
- Shareholder signals: director election support was strong in Dec 2024 (35.46M votes “For”); say-on-pay advisory received 33.86M “For” vs. 2.59M “Against” (counts shown), indicating broad shareholder support that can bolster governance confidence .