Judy Codding
About Judy Codding
Independent director since October 5, 2015; age 80 (as of 2025). EdD, University of Massachusetts Amherst, with postdoctoral work and teaching at Harvard focused on moral leadership. Currently CEO of Triangle Learning Community (non-profit) since January 2025. Brings entrepreneurial and education-leadership experience, plus family real estate and mineral/oil/gas exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pearson PLC (“The System of Courses”) | Managing Director | Oct 2010 – Oct 2015 | Led curriculum division; global education operator |
| America’s Choice, Inc. | Founder, CEO & President | 1998 – 2010 | Built leading education solutions firm; sold to Pearson |
| Triangle Learning Community (non-profit) | Chief Executive Officer | Jan 2025 – present | Leadership in education program design |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Curtis School (Los Angeles) | Trustee | Since 2011 | Non-profit governance |
| Educational Development Center, Inc. | Trustee | Since 2012 | Non-profit governance |
Board Governance
- Independence: Classified independent under Nasdaq rules; RDI maintains Audit and Compensation Committees entirely composed of Independent Directors .
- Committee assignments (current): Chair, Compensation and Stock Options Committee; Member, Audit and Conflicts Committee; Member, Executive Committee (with Adams, Chair Margaret Cotter, and Vice-Chair/CEO Ellen M. Cotter; actions require concurrence of at least one non-management member) .
- Attendance: In 2024, Board met 21 times; Audit 4; Compensation 6; Executive Committee 0. Each director attended at least 75% of Board and relevant committees; all incumbents attended the 2024 Annual Meeting .
- Audit Committee report signed by McEachern (Chair), Codding, Adams; confirms review of 2024 audited financials and auditor independence .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Director Retainer ($) | $50,000 | $50,000 |
| Audit Committee Member Fee ($) | $10,000 | $10,000 |
| Compensation Committee Chair Fee ($) | $22,500 | $22,500 |
| Lead Independent/Tech Fees ($) | N/A for Codding | N/A for Codding |
| Total Cash Director Fees ($) | $82,500 | $82,500 |
Performance Compensation
| Component | Grant Date | Instrument | Shares/Options | Grant-date Fair Value ($) | Vesting | Terms |
|---|---|---|---|---|---|---|
| Annual equity for outside directors | Dec 7, 2023 | Stock options (Class A) | 69,219 | $70,000 | Fully vests Dec 6, 2024 | One option per Class A share |
| Annual equity for outside directors | Dec 5, 2024 | Stock options (Class A) | 78,384 | $70,000 | Fully vests Dec 4, 2025 | One option per Class A share |
- Performance metrics: RDI does not disclose director performance metrics; director equity is standardized annual option grants with time-based vesting .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Curtis School | Non-profit | Trustee | None disclosed with RDI |
| Educational Development Center, Inc. | Non-profit | Trustee | None disclosed with RDI |
Expertise & Qualifications
- Education leadership, curriculum and systems design (Pearson, America’s Choice), CEO experience, governance in non-profits .
- Familiarity with real estate and resource development via family entities (Florida real estate; mineral/oil/gas rights in MD and KY) .
- Governance roles: Leads Compensation Committee; contributes to Audit Committee oversight; participates on Executive Committee with non-management concurrence requirement .
Equity Ownership
| Class | Direct Shares | Options (Exercisable/within 60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Class A (non-voting) | 62,630 | 147,603 | 210,233 | * (<1%) |
| Class B (voting) | 0 | — | 0 | — |
- Ownership policy: Stock Ownership Policy exists but compliance postponed to December 31, 2026 given industry and market conditions .
- Hedging/derivatives: Directors restricted from certain hedging transactions under Supplemental Insider Trading Policy (e.g., zero-cost collars, swaps, exchange funds) .
- Pledging: No pledging disclosures for Codding; none indicated in proxy .
Governance Assessment
- Board effectiveness: Codding anchors independent oversight as Compensation Chair and Audit member; attendance meets threshold; active in Executive Committee with guardrail requiring a non-management member’s concurrence for actions .
- Conflicts/related-party exposure: Company is a “controlled company” (Cotter family ~72% of Class B voting power), which can constrain minority influence; however, committees remain independent and related-party transactions are reviewed by Audit Committee (of which Codding is a member) . Codding’s family real estate and resource activities are disclosed but no RDI transactions are identified; Audit Committee charter governs any such matters .
- Director compensation alignment: Cash fees modest; equity is time-vested options aligning upside with stock performance. Year-over-year option grants rose (69,219 in 2023 → 78,384 in 2024) while cash retainer/fees remained constant; equity comp supports pay-for-performance, though options lack explicit performance hurdles .
- Ownership alignment: Holds 210,233 Class A shares/rights; no Class B voting stake. Stock ownership policy compliance postponed to 2026 reduces near-term alignment requirements, but hedging prohibitions mitigate misalignment risk .
- Say-on-pay signal: 2024 advisory vote passed comfortably (For 1,328,293; Against 22,851), indicating supportive shareholder sentiment toward compensation governance at that time .
- RED FLAGS to monitor:
- Controlled company structure and concentration of voting power (Cotter family), which can limit independent director influence despite committee independence .
- Increase in equity plan share reserve and potential dilution at the corporate level (amendment approved Dec 2024), though this impacts executives and broad participants more than directors specifically .
- Deferred compliance with stock ownership guidelines until end-2026 reduces near-term ownership discipline .
Director Compensation (Detail)
| Component | 2023 | 2024 |
|---|---|---|
| Total Cash Fees ($) | $82,500 | $82,500 |
| Stock Awards ($) | $70,000 (options) | $70,000 (options) |
| Option Count | 69,219 | 78,384 |
| Option Vesting | Dec 6, 2024 | Dec 4, 2025 |
Attendance (2024)
| Meeting Type | Meetings Held | Attendance Threshold |
|---|---|---|
| Board | 21 | Each director ≥75% |
| Audit Committee | 4 | Each director ≥75% |
| Compensation Committee | 6 | Each director ≥75% |
| Executive Committee | 0 | — |
Say-on-Pay & Shareholder Feedback
| Proposal (2024) | For | Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory Vote on Executive Compensation | 1,328,293 | 22,851 | 80 | 92,820 |
Compensation Committee Analysis
- Composition: All Independent Directors; chaired by Codding; members Adams and McEachern .
- Consultant: AON engaged since 2019; committee concluded independence per SEC/Nasdaq standards .
- Scope: Establishes comp philosophy; approves executive comp plans, equity grants; reviews say-on-pay outcomes; certain comp decisions for Ellen and Margaret Cotter subject to Board approval (mitigating controlled-company concerns) .
Related Party & Conflicts Oversight
- Audit Committee (Codding member) reviews, negotiates, approves/denies related-party transactions >$120k involving directors/executives/5% holders/family entities; applies arm’s-length fairness criteria and required disclosures .
Overall, Judy Codding strengthens independent oversight at RDI through chairing the Compensation Committee and serving on Audit, with consistent engagement and equity-linked director compensation. Governance risks primarily stem from controlled company status and delayed ownership policy compliance, not from Codding’s disclosed activities, which are subject to Audit Committee oversight .