Stuart Udell
About Stuart Udell
Independent Class III director since August 2022; age 57 as of March 10, 2025. Currently CEO of Prometric and Executive Chairman of eDynamicLearning, with prior CEO roles at Achieve3000, K12, Catapult Learning, and Penn Foster; earlier leadership posts at Renaissance Learning, Kaplan, and The Princeton Review. Education: master’s degree from Columbia University and bachelor’s degree from Bucknell University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Achieve3000 | Chief Executive Officer | Prior | Strategy and operational leadership in edtech |
| K12 (Stride) | Chief Executive Officer | Prior | Executive leadership in online education |
| Catapult Learning | Chief Executive Officer | Prior | Turnaround/operations in K-12 services |
| Penn Foster | Chief Executive Officer | Prior | Workforce/alternative education leadership |
| Renaissance Learning | Leadership role | Prior | Product/operations experience |
| Kaplan | Leadership role | Prior | Education services leadership |
| The Princeton Review | Leadership role | Prior | Test prep/education operations |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Prometric | Chief Executive Officer | Current |
| eDynamicLearning | Executive Chairman | Current |
| AASA Learning 2025 Commission | Commissioner | National K-12 governance focus |
| Successful Practices Network | Director | Non-profit education network |
| School of the Future | Director | Education organization |
| Progress Learning | Director | Education company |
| Ventris Learning | Director | Education company |
Board Governance
- Independence: Board determined all directors except the CEO (Cohn) are independent; Udell is independent under NYSE and SEC rules .
- Committee assignments (2024–2025):
- Compensation Committee: Member; Chair is Woody Marshall; 4 meetings in 2024 .
- Nominating & Corporate Governance Committee: Member (2025: with Chair Abigail Blunt); 3 meetings in 2024. In 2024, the committee included Beaudoin (Chair), Philips, and Udell .
- Audit Committee: Not a member .
- Attendance: Board met 4 times in 2024; each incumbent director attended ≥75% of aggregate Board and committee meetings; 2023 similar attendance disclosure .
- Years of service: Director since August 2022; current Class III term expires at the 2027 annual meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board annual retainer (cash) | $35,000 | Standard non-employee director retainer |
| Compensation Committee member retainer | $5,000 | Member fee; Chair is $12,000 (Udell not Chair) |
| Nominating & Corporate Governance Committee member retainer | $4,000 | Member fee; Chair is $7,500 |
| Total cash fees earned | $44,000 | Matches fees earned for Udell in 2024 |
- Directors may elect to receive cash retainers in equity; in 2024 most directors did so except Ms. Blunt. Udell’s fees earned are reported in cash-equivalent but directors often take equity for alignment .
Performance Compensation
| Equity Award Type | Grant Value | Vesting | Year |
|---|---|---|---|
| Annual equity award (options) | $150,000 | Vests by next annual meeting or 1-year anniversary | 2024 |
| Annual equity award (options) | $150,000 | Vests by next annual meeting or 1-year anniversary | 2023 |
| Initial one-time equity award (for new directors) | $300,000 | Vests in 3 equal annual installments | Program terms (Udell appointed 2022) |
- Non-employee director equity is time-based; no disclosed performance metrics apply to director grants (contrast: executive cash incentive metrics are corporate revenue and adjusted EBITDA; 2024 did not meet thresholds, payouts were discretionary) .
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlock/Conflict Note |
|---|---|---|---|
| Prometric | Not disclosed as public | CEO | No NRDY related-party transactions reported |
| eDynamicLearning | Not disclosed as public | Executive Chairman | No NRDY related-party transactions reported |
| Successful Practices Network | No | Director | Non-profit; no related-party transactions |
| School of the Future | No | Director | No related-party transactions |
| Progress Learning | No | Director | No related-party transactions |
| Ventris Learning | No | Director | No related-party transactions |
- Compensation Committee interlocks: None; committee comprised solely of independent directors; no insider participation .
- No other current public company directorships are disclosed for Udell in NRDY’s proxy biographies .
Expertise & Qualifications
- Deep operating experience as CEO across multiple education and edtech businesses; strategic and M&A experience in education services .
- Sector expertise in K-12, online learning, testing/credentialing (Prometric), and content platforms .
- Academic credentials from Columbia University (master’s) and Bucknell University (bachelor’s) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Total Voting Power | Options Held (Dec 31, 2024) |
|---|---|---|---|---|
| Stuart Udell | 206,772 | 18,457 | <1% | 373,617 shares underlying options |
- Insider trading/pledging: Company policy prohibits short sales, derivatives, margin accounts, and pledging of company stock by directors and certain insiders .
- Section 16 reporting: No delinquent filings noted for Udell in 2024; company disclosed one late Form 4 for the CFO (not Udell) . In 2023, late filings involved the CFO and Mr. Hutter, not Udell .
Governance Assessment
- Board effectiveness and engagement: Udell is active on two key governance committees (Compensation; Nominating & Governance), supporting oversight of pay, board composition, and governance processes; attendance met ≥75% threshold in 2024, indicating acceptable engagement .
- Independence and conflicts: Board affirmatively determined independence; no related-party transactions involving Udell since Jan 1, 2024; no legal proceedings or adverse interests disclosed, reducing conflict risk .
- Alignment and incentives: Director pay structure emphasizes equity ($150k annual options; ability to take retainers in equity). Udell’s modest cash fees ($44k) and meaningful option holdings (373,617) indicate alignment with shareholders via equity exposure, though awards are time-based rather than performance-conditioned .
- Risk indicators and red flags:
- No pledging/hedging permitted under policy (mitigates alignment risk) .
- No repricing/modification of director equity awards disclosed; no loans or related-party deals; no SEC investigations or litigation involving Udell disclosed .
- Emerging Growth Company status means no say-on-pay votes are required, which can limit shareholder feedback on compensation practices; mitigate by committee independence and use of independent consultant (Compensia, no conflicts) .
- Signals for investors: Udell’s extensive edtech operating background supports board oversight of NRDY’s strategy. Dual external executive roles (Prometric CEO; eDynamicLearning Executive Chairman) merit monitoring for time commitments and potential ecosystem overlaps, but no direct NRDY transactions disclosed and independence affirmed, limiting conflict concerns .
Overall: No material governance red flags disclosed; committee participation and equity-heavy director compensation support investor alignment. Monitor ongoing independence and potential ecosystem interactions due to external leadership roles.