Todd Goldthwaite
StrideAbout Todd Goldthwaite
Todd Goldthwaite (age 55) is Managing Director, Portfolio Companies at Stride (LRN), overseeing growth initiatives including Tallo, Stride Tutoring, and Learning Hub; he has served in this role since January 2022 after prior leadership roles in marketing, operations, and school management at Stride, as well as earlier roles at Blackboard and MCI/Verizon . In fiscal 2025, company-level performance exceeded targets on revenue and Adjusted EBITDA (actuals: $2,405.3M revenue; $571.0M Adjusted EBITDA), but Mr. Goldthwaite’s value driver revenue metric missed threshold (actual $7.2M), resulting in no annual bonus payout for him . Longer-term performance translated into 200% vesting of 2023 PSUs (split evenly across adjusted operating income and 3-year stock price CAGR), earning Mr. Goldthwaite 13,340 shares based on AOI of $419.6M and stock price CAGR of 54% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stride (LRN) | Managing Director, Portfolio Companies | Jan 2022–present | Leads “value driver” portfolio (Tallo, Stride Tutoring, Learning Hub) to develop new growth vectors . |
| Stride (LRN) | Chief Marketing Officer | Nov 2017–Jan 2022 | Drove brand, enrollment, and go-to-market execution . |
| Stride (LRN) | SVP, School Management & Services | Jan 2015–Oct 2017 | Oversaw operations of school services . |
| Stride (LRN) | VP, Enrollment Operations | Jan 2013–Jan 2015 | Led enrollment operations and customer acquisition . |
| Blackboard | Vice President of Operations | Jan 2011–Jan 2013 | Ran operations; execution experience in EdTech platform scaling . |
| MCI (later Verizon) | Executive roles in sales/marketing/service/ops | Earlier career | Large-scale commercial leadership in telecom/customer ops . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blackboard | Vice President of Operations | 2011–2013 | EdTech operations leadership, relevant to Stride’s online learning strategy . |
| MCI (later Verizon) | Executive roles | N/A | Commercial and operational depth in scaled service businesses . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $400,000 | $400,000 |
| Target Bonus (% of salary) | 50% | 100% |
| Annual Bonus Paid ($) | $346,205 | $0 |
Performance Compensation
Annual Bonus – FY 2025 Design and Outcome (Mr. Goldthwaite-specific)
| Metric | Weight | Threshold | Target | Outperform (Max) | Actual | Payout |
|---|---|---|---|---|---|---|
| Value Driver Revenue (Tallo, Stride Tutoring, Learning Hub) | 100% | $20.0M | $24.0M | $40.0M | $7.2M | 0% |
- Design note: Unlike other NEOs (revenue and Adjusted EBITDA, equally weighted), Mr. Goldthwaite’s FY25 bonus was tailored solely to value driver revenue for the businesses he leads .
Long-Term Incentives – FY 2025 Grants
| Award Type | Grant Date | Metric / Terms | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| PSU | 8/9/2024 | Adjusted Operating Income (3-year performance) | 910 | 1,820 | 3,640 | 149,222 |
| PSU | 8/9/2024 | Value Driver Revenue (3-year performance) | 4,575 | 9,150 | 18,300 | 750,209 |
| RSA | 8/9/2024 | Time-based vesting, semi-annual over 3 years (20% yr1; 40% yrs2–3) | — | 1,210 | — | 99,208 |
| Subsidiary RSU | 9/25/2024 | Vest upon subsidiary liquidity events | — | 50,000 (Stride Learning Intelligence, Inc.) | — | 103,000 |
| Subsidiary RSU | 9/25/2024 | Vest upon subsidiary liquidity events | — | 50,000 (Road2Teach, Inc.) | — | — |
| Subsidiary RSU | 9/25/2024 | Vest upon subsidiary liquidity events | — | 100,000 (Stride Enrichment Programs, Inc.) | — | — |
| Subsidiary RSU | 9/25/2024 | Vest upon subsidiary liquidity events | — | 50,000 (Stride Professional Development Platform, Inc.) | — | 233,000 |
| Subsidiary RSU | 9/25/2024 | Vest upon subsidiary liquidity events | — | 50,000 (Stride Online Tutoring, Inc.) | — | — |
| Subsidiary RSU | 9/25/2024 | Vest upon subsidiary liquidity events | — | 15,000 (Stride Teaching Intelligence, Inc.) | — | — |
| Subsidiary RSU | 9/25/2024 | Vest upon subsidiary liquidity events | — | 100,000 (Stride Learning Hub, Inc.) | — | — |
| Subsidiary RSU | 9/25/2024 | Vest upon subsidiary liquidity events | — | 100,000 (Stride Esports, Inc.) | — | — |
- FY25 LTI mix: For Mr. Goldthwaite, 90% PSUs (AOI and value driver revenue) and 10% RSAs; for other NEOs, generally 60% PSUs (AOI and stock price CAGR) and 40% RSAs .
PSU Outcomes (Prior Cycle)
| Metric (FY2023 PSU Cycle measured) | Weight | Threshold | Target | Outperform | Actual | Earned (%) | Shares Earned (Todd) |
|---|---|---|---|---|---|---|---|
| FY2025 Adjusted Operating Income | 50% | $156.6M | $172.3M | $203.6M | $419.6M | 200% | 6,670 |
| 3-year Stock Price CAGR (to 9/15/2025) | 50% | 10% | 20% | 40% | 54% | 200% | 6,670 |
| Total | — | — | — | — | — | 200% | 13,340 |
Equity Ownership & Alignment
Beneficial Ownership (as of Oct 14, 2025)
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|
| Todd Goldthwaite | 94,046 (includes 5,608 unvested RSAs) | * (less than 1%) |
- Shares outstanding: 43,859,831 as of Oct 14, 2025 .
- FY25 “Stock Vested” (realized): 11,602 shares vested, value realized $1,069,765; no NEO stock option exercises in FY25 .
Outstanding Equity (as of June 30, 2025)
| Award | Amount/Units | Valuation Basis | Market/Payout Value |
|---|---|---|---|
| Unvested RSAs (Company) | 4,923 shares | $145.19/share (6/30/2025) | $714,770 |
| Unearned PSUs – AOI (footnote 2) | 3,335 units | $145.19/share | $484,209 |
| Unearned PSUs – CAGR (footnote 3) | 3,335 units | $145.19/share | $484,209 |
| Unearned PSUs – prior RSAs (footnote 4) | 5,520 units | $145.19/share | $801,449 |
| Unvested RSAs (footnote 5) | 1,840 shares | $145.19/share | $267,150 |
| PSUs – Value Driver Revenue (footnote 6/8) | 1,820 and 9,150 units | $145.19/share | $264,246; $1,328,489 |
| Subsidiary RSUs (various entities) | 615,000 units | Company fair value (subsidiary equity) | $592,000 |
Vesting Schedules (Company RSAs)
- 888 shares vested 8/12/2025 .
- 982 shares vested 8/18/2025; 1,964 shares vest semi-annually in two equal installments beginning 2/18/2026 .
- 121 shares vested 8/9/2025; 968 shares vest semi-annually in four equal installments beginning 2/9/2026 .
Ownership Policies and Hedging/Pledging
- Executive stock ownership guidelines: CEO 5x salary; other executive officers (incl. Mr. Goldthwaite) 3x salary; 5-year compliance window; all NEOs are in compliance or within the window .
- Anti-hedging/anti-pledging: hedging, margin transactions prohibited; 2016 Equity Plan prohibits pledging awards unless otherwise permitted by plan administrator .
Employment Terms
Severance / Change-in-Control (as of June 30, 2025; $145.19/share)
| Scenario | Salary Continuation | Bonus | Equity Acceleration |
|---|---|---|---|
| Termination Without Cause | $400,000 | — | — (Company RSAs/PSUs per plan) |
| Constructive Termination/Good Reason | $400,000 | — | — |
| Change in Control (No Termination) | — | — | RSAs $714,770; PSUs $3,629,750; Subsidiary RSUs $592,000 |
| Change in Control + Qualifying Termination | $600,000 | $600,000 | RSAs $714,770 |
- Policy stance: “Double trigger” for cash CoC severance; no single-trigger cash payments .
- Clawback policy compliant with SEC Rule 10D-1 (mandatory recovery of erroneously awarded incentive comp) .
- Perquisites: nominal; no tax gross-ups; no pension/SERP; no option repricing without shareholder approval .
Compensation Structure Analysis
- Cash vs equity mix: FY25 total comp $1.75M with $1.33M in stock awards and $0 bonus (highly equity-weighted and performance-contingent) .
- Bonus rigor: Tailored, single-metric design (value driver revenue) missed threshold ($7.2M vs $20.0M threshold), resulting in 0% payout—tight linkage to portfolio execution .
- LTI emphasis: 90% PSUs for FY25 grants (AOI and value driver revenue metrics) supports multi-year alignment; RSAs back-loaded semiannual vesting promotes retention .
- Metric difficulty: Corporate metrics exceeded targets, but value driver revenue lag suggests execution risk in emerging businesses despite overall Company strength .
Say-on-Pay & Governance Context (Company-level)
- Compensation Committee members in FY2025 included Messrs. Fink, Knowling, Verbrugge and Ms. Lawrence; no interlocks/conflicts disclosed .
- Governance practices include stock ownership requirements and prohibitions on hedging/pledging and single-trigger cash CoC payments .
Investment Implications
- Alignment and retention: High PSU weighting (90%) and 3x salary ownership guideline indicate strong pay-for-performance alignment and retention focus; no bonus paid in FY25 underscores accountability for portfolio revenue delivery .
- Near-term selling pressure: Back-loaded RSA vesting and earned 2023 PSUs (13,340 shares) increase potential supply upon vest/settlement; however, anti-hedging/pledging and ownership guidelines mitigate misalignment risk .
- CoC economics: Double-trigger cash severance (1.5x salary plus 1.5x bonus in CoC termination) plus equity vesting on CoC (notably PSUs and subsidiary RSUs) creates meaningful change-in-control optionality for the portfolio leader, potentially aligning incentives in strategic transactions involving value driver businesses .
- Execution risk: The failure to meet value driver revenue threshold (vs strong company-level AOI and stock price performance) spotlights the risk/return profile of the portfolio businesses under his remit; monitoring intra-year revenue traction at Tallo, Stride Tutoring, and Learning Hub is critical to future bonus/PSU outcomes and share overhang from subsidiary RSUs (615,000 units) contingent on liquidity events .