Steven Fink
StrideAbout Steven Fink
Steven B. Fink, age 74, has served on Stride, Inc.’s Board since 2003 and is the Lead Independent Director and Audit Committee Chair; he also serves on the Compensation Committee. He holds a B.S. in Psychology from UCLA and a J.D. and LL.M. from New York University, bringing extensive operational and financial oversight experience from public and private companies and prior audit committee service. The Board cites him as independent and an “audit committee financial expert,” and selected him for the Lead Independent Director role given his audit chairmanship and deep governance and risk oversight background .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heron International | Co‑Chairman | Not disclosed | Strategic leadership |
| Nobel Learning Communities, Inc. | Director | 2003–2011 | Oversight in education sector |
| Life Storage, LLC | Chairman of the Board | 2013–2016 | Board leadership |
| Leapfrog Enterprises, Inc. | Director; Chairman | Director 1999–2009; Chairman 2004–2009 | Governance and operating oversight in consumer/education products |
| Lawrence Investments, LLC | Chief Executive Officer | 2000–2008 | Investment/operations leadership |
| Anthony Manufacturing | Chairman & CEO | Not disclosed | Operating leadership |
| Knowledge Universe | Chairman & Managing Director | Not disclosed | Education-focused portfolio leadership |
| Nextera Enterprises, Inc. | Chairman & CEO | Not disclosed | Corporate leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| City of Hope | Board member | Not disclosed | Non-profit healthcare/research |
| St. Helena Hospital | Board member | Not disclosed | Non-profit healthcare |
| OLE Health Foundation | Board member | Not disclosed | Non-profit community health |
| Herb Ritts Foundation | Board member | Not disclosed | Non-profit arts |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; independent director designation. Audit Committee members: Fink (Chair), Knowling, Smith, Verbrugge; Compensation Committee members: Verbrugge (Chair), Fink, Knowling, Lawrence .
- Independence and expertise: Board determined Audit Committee members are independent under NYSE/SEC rules and each is an “audit committee financial expert.” Fink is cited with significant financial oversight and risk oversight skills .
- Lead Independent Director responsibilities: Chairs and sets agenda for executive sessions; consults on Board/committee agendas; can call meetings of independent directors; liaises between Executive Chair/CEO and other directors; reviews CEO/Executive Chair evaluation; may meet with stockholders without management present. Fink serves as Lead Independent Director and chairs executive sessions .
- Attendance and engagement: Board met five times in FY2025; each director attended at least 75% of Board and committee meetings during their term. Fink attended the 2024 annual meeting of stockholders .
- Audit Committee cadence: 11 formal meetings (excluding informal) in FY2025 .
- Governance policies: Over‑boarding limits (audit committee service on ≤2 other public company audit committees absent specific Board determination disclosed in proxy). Hedging, pledging, and short sales of Company securities are prohibited .
- Related‑party transaction controls: Written policy requires Audit Committee or Board review/approval; conflicted directors cannot participate; material transactions disclosed per SEC rules .
- Compensation Committee interlocks: None in FY2025; no members are current/former Company officers, and no reciprocal board/committee relationships noted .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Non‑employee directors |
| Lead Independent Director additional retainer | $50,000 | Increased from $25,000 in Feb 2025 |
| Audit Committee Chair fee | $35,000 | Additional annual cash |
| Compensation Committee member fee | $10,000 | Additional annual cash |
| FY2025 fees earned (Fink) | $143,261 | As reported in Director Compensation Table |
Performance Compensation
| Award Type | Grant Date | Grant Value (Fair Value) | Vesting | Acceleration | Deferral |
|---|---|---|---|---|---|
| Restricted Stock (annual) | Dec 5, 2024 | $250,000 | Fully vests at earlier of 1 year from grant or next annual meeting | Accelerates upon death, disability, or change in control | May be deferred into DSUs under Directors Deferred Compensation Plan |
No performance-based metrics (e.g., TSR, revenue/EBITDA goals) are disclosed for non‑employee director equity; awards are time‑based .
Other Directorships & Interlocks
| Company | Role | Period | Notes |
|---|---|---|---|
| Leapfrog Enterprises, Inc. | Director; Chairman | Director 1999–2009; Chairman 2004–2009 | Prior public company service |
| Nobel Learning Communities, Inc. | Director | 2003–2011 | Prior role |
| Life Storage, LLC | Chairman | 2013–2016 | Prior role |
- Compensation Committee interlocks: None in FY2025; no reciprocal interlocks or officer relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Education: B.S. (Psychology, UCLA); J.D.; LL.M. (NYU) .
- Designations: Audit committee financial expert; independent director .
- Core skills: Operations leadership, financial oversight, risk management, governance; extensive experience chairing and serving on audit committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notable Details |
|---|---|---|---|
| Steven B. Fink | 175,872 | * (less than 1%) | Includes 2,262 unvested restricted shares; Fink has voting/investment control over securities held by S&C Fink Living Trust. Shares outstanding: 43,859,831 as of Oct 14, 2025 . |
- Director stock ownership guidelines: Minimum 5x annual cash retainer (revised July 31, 2025); directors must comply within five years of Board service. All non‑employee directors are in compliance or within accumulation period .
- Hedging/pledging: Prohibited under Company policy .
Governance Assessment
-
Strengths
- Dual role as Lead Independent Director and Audit Committee Chair signals strong independent oversight and direct engagement with executive sessions and agenda setting .
- Documented independence and “audit committee financial expert” designation enhance investor confidence in financial reporting oversight .
- High engagement: ≥75% attendance; Audit Committee met 11 times in FY2025; Fink attended the 2024 annual meeting .
- Ownership alignment: Material personal stake (175,872 shares) and adherence to strengthened 5x retainer ownership guideline; hedging/pledging prohibited .
- Compensation Committee interlocks expressly absent; robust related‑party transaction approval policy .
-
Watch‑items / potential red flags
- Increase in Lead Independent Director cash premium to $50k (from $25k) in Feb 2025—appropriate for added scope, but investors should monitor year‑over‑year cash/equity mix and governance outcomes to ensure pay is commensurate with responsibility .
- No performance‑based criteria for director equity grants (time‑based RS), a common practice but provides limited pay‑for‑performance linkage for directors .
-
Overall read‑through: Fink’s long tenure, independent leadership, and audit expertise are positives for board effectiveness; policies limiting over‑boarding and prohibiting hedging/pledging further underpin governance quality. No related‑party exposures or interlocks were disclosed for FY2025 .