On behalf of our Board of Directors, I cordially invite you to attend the 2022 Annual Meeting of Stockholders of Stride, Inc. (“Annual Meeting”) to be held at the law firm of Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC 20004-1304, on Friday, December 9, 2022, at 11:00 a.m., Eastern Time. Details regarding the Annual Meeting and the matters to be considered by the stockholders at the Annual Meeting are described in detail in the accompanying proxy materials.

IT IS IMPORTANT THAT YOU BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU OWN OR WHETHER OR NOT YOU ARE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.

We urge you to vote promptly, even if you plan to attend the Annual Meeting. Please vote electronically via the Internet or by telephone, if permitted by the broker, bank or other nominee that holds your shares, or if you receive a paper copy of the proxy materials, please complete, sign, date and return the accompanying proxy card or voting instruction form. Voting electronically, by telephone or by returning your proxy card or voting instruction form in advance of the Annual Meeting does not deprive you of your right to attend the Annual Meeting. Thank you for your continued support of Stride.

The annual meeting of stockholders of Stride, Inc., a Delaware corporation (“Company”), will be held at the law firm of Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC 20004-1304, on Friday, December 9, 2022, at 11:00 a.m., Eastern Time (“Annual Meeting”).

At the Annual Meeting, stockholders will be asked to:

Stockholders of record at the close of business on October 18, 2022, the record date, will receive notice of and be allowed to vote at the Annual Meeting. The foregoing matters are described in more detail in the Proxy Statement. In addition, financial and other information about the Company is contained in the Annual Report to Stockholders for the fiscal year ended June 30, 2022 (“Annual Report”), which includes our Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (“fiscal 2022”), as filed with the U.S. Securities and Exchange Commission (“SEC”) on August 10, 2022.

We have elected to distribute our proxy materials primarily over the Internet rather than mailing paper copies of those materials to each stockholder, which will decrease our printing and distribution costs and allow for convenient access to and delivery of materials in an easily searchable format. If you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials that was mailed to our stockholders on or about October 26, 2022.

For admission to the Annual Meeting, stockholders should come to the stockholder check-in table. Those who hold shares of our common stock in their own names should provide identification and have their ownership verified against the list of registered stockholders as of the close of business on the record date, October 18, 2022. Those who have beneficial ownership of stock through a broker, bank or other nominee must bring account statements or letters from the broker, bank or other nominee indicating that they owned our common stock as of the close of business on the record date, October 18, 2022. To vote at the meeting, those who have beneficial ownership of stock through a broker, bank or other nominee must bring a legal proxy, which can be obtained only from the broker, bank or other nominee.

We are sensitive to the public health and travel concerns our stockholders may have regarding our in person Annual Meeting and recommendations that public health officials have issued and

may issue in light of the continuing public health crisis caused by COVID-19. As a result, we will enforce appropriate protocols consistent with then applicable federal, state and local guidelines, mandates or recommendations or facility requirements. These requirements may include the use of face coverings, proof of vaccination and maintaining appropriate social distancing. We may also impose additional procedures or limitations on meeting attendees. We plan to announce any such updates on our website by November 30, 2022, and we encourage you to check this website prior to the Annual Meeting if you plan to attend.

A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder for any purpose germane to the Annual Meeting, during regular business hours, for a period of 10 days prior to the Annual Meeting, at the Company’s principal place of business at 11720 Plaza America Drive, 9th Floor, Reston, VA, 20190. If our headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of stockholders will be made available for inspection upon request via email to: OGC@k12.com subject to our satisfactory verification of stockholder status.

Your vote is important to us. We encourage you to read the Proxy Statement and promptly submit your proxy or voting instructions by Internet, telephone, or mail. Voting before the Annual Meeting will not prevent you from voting your shares at the Annual Meeting, if you desire to do so.

This Proxy Statement is provided in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board”) of Stride, Inc., a Delaware corporation, for use at the annual meeting of stockholders to be held at the law firm of Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC 20004-1304, on Friday, December 9, 2022, at 11:00 a.m., Eastern Time, and any adjournments or postponements thereof (the “Annual Meeting”). “Stride,” “we,” “our,” “us” and the “Company” each refer to Stride, Inc. The mailing address of our principal executive offices is 11720 Plaza America Drive, 9th Floor, Reston, VA, 20190. This Proxy Statement will be made available on or about October 26, 2022, to holders of record as of the close of business on October 18, 2022 of our common stock, par value $0.0001 per share (“Common Stock”).

We are providing access to our proxy materials primarily over the Internet rather than mailing paper copies of those materials to each stockholder. On or about October 26, 2022, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders entitled to vote at the Annual Meeting, except for those stockholders who received paper copies of the proxy materials. The Notice tells you how to:

Our Board has fixed the close of business on October 18, 2022 as the record date (“Record Date”) for determining the stockholders entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, we had 43,031,568 shares of Common Stock outstanding and entitled to vote.

Holders of record of Common Stock on the Record Date will be entitled to one vote per share on any matter that may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.

A majority of the shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting, the holders of which are present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present at the Annual Meeting, we expect that the Annual Meeting will be adjourned or postponed to solicit additional proxies.

If a quorum is present, a plurality of votes present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors is required to elect the members of the Board; and an affirmative vote of a majority of the votes present in person or represented by proxy at the Annual Meeting is required for (i) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 (“fiscal 2023”), (ii) the non-binding advisory resolution approving the compensation of the

named executive officers (“NEOs”) of the Company, (iii) the approval of the amendment and restatement of the Company’s 2016 Equity Incentive Award Plan, and (iv) such other matters as may properly come before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

Broker non-votes occur when a nominee holding shares of voting securities for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power on that proposal and has not received instructions from the beneficial owner. Under the rules that govern brokers who have record ownership of shares that are held in “street name” for their clients, brokers may vote such shares on behalf of their clients with respect to “routine” matters (such as the ratification of auditors in Proposal 2), but not with respect to non-routine matters (such as Proposals 1, 3, and 4).

Abstentions, withheld votes, and broker non-votes are included in determining whether a quorum is present. Withheld votes and broker non-votes do not affect the voting results with respect to the election of directors. However, because abstentions and broker non-votes are considered present in person or represented by proxy, abstentions and broker non-votes will have the effect of a vote against the approval of Proposals 2, 3, and 4, which require the affirmative vote of the holders of a majority of the votes present in person or represented by proxy at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please promptly submit your proxy or voting instructions by Internet, telephone, or mail. For specific instructions on how to vote your shares, please refer to the instructions found on the Notice of Internet Availability of Proxy Materials you received in the mail or, if you received a paper copy of the proxy materials, the enclosed proxy card. If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you should have received voting instructions with these proxy materials from that organization rather than from us. Simply vote using one of the methods provided by your broker, bank or other nominee to ensure that your vote is counted.

If you are a stockholder of record as of the close of business on the Record Date, you may attend the Annual Meeting and vote your shares of Common Stock in person instead of voting by Internet or telephone or returning your signed proxy card (if you request a paper copy). However, we urge you to vote in advance even if you are planning to attend the Annual Meeting. If you are a beneficial owner of shares of Common Stock registered in the name of your broker, bank, or other nominee, you must obtain a valid proxy from your broker, bank or other nominee to vote your shares of Common Stock in person at the Annual Meeting.

Shares of our Common Stock represented at the Annual Meeting by properly executed proxies received prior to or at the Annual Meeting, and not revoked prior to or at the Annual Meeting, will be voted at the Annual Meeting, and at any adjournments, continuations or postponements of the Annual Meeting, in accordance with the instructions on the proxies.

If a proxy is duly executed and submitted without instructions, the shares of Common Stock represented by that proxy will be voted:

FOR the election of each of the Board nominees named in Proposal 1;

FOR Proposal 2, the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for fiscal 2023;

FOR Proposal 3, the approval, on a non-binding advisory basis, of the compensation of the NEOs of the Company;

FOR Proposal 4, the approval of the amendment and restatement of the Company’s 2016 Equity Incentive Award Plan; and

In the discretion of the proxy holders regarding any other matters properly presented for a vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

A record holder who executes a proxy may revoke it before or at the Annual Meeting by: (i) delivering to our corporate secretary a written notice of revocation of a previously delivered proxy, with such notice dated after the previously delivered proxy; (ii) duly executing, dating and delivering to our corporate secretary a subsequent proxy card; (iii) voting again by telephone; (iv) voting again via the Internet; or (v) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, in and of itself, constitute revocation of a proxy. Any written notice revoking a proxy should be delivered to Stride, Inc., Attn: General Counsel and Secretary, 11720 Plaza America, 9th Floor, Reston, VA, 20190. If your shares of Common Stock are registered in the name of your broker, bank or other nominee, you must follow the instructions of such broker, bank or other nominee to revoke a proxy.

The Annual Meeting will be held on December 9, 2022 at 11:00 a.m., Eastern Time, at the law firm of Latham & Watkins LLP, 555 Eleventh Street, NW, Suite 1000, Washington, DC 20004-1304. For admission to the Annual Meeting, stockholders should come to the stockholder check-in table. Those who hold shares of Common Stock in their own names should provide identification and have their ownership verified against the list of registered stockholders as of the close of business on the Record Date. Those who have beneficial ownership of stock through a broker, bank or other nominee must bring account statements or letters from the broker, bank or other nominee indicating that they owned Common Stock as of the close of business on the Record Date.

We are sensitive to the public health and travel concerns our stockholders may have regarding our in person Annual Meeting and recommendations that public health officials have issued and may issue in light of the continuing public health crisis caused by COVID-19. As a result, we will enforce appropriate protocols consistent with then applicable federal, state and local guidelines, mandates or recommendations or facility requirements. These requirements may include the use of face coverings, proof of vaccination and maintaining appropriate social distancing. We may also impose additional procedures or limitations on meeting attendees. We plan to announce any such updates on our website https://investors.stridelearning.com/governance/2022-annual-meeting/default.aspx, and we encourage you to check this website prior to the meeting if you plan to attend.

Additional rules of conduct regarding the Annual Meeting will be provided during the Annual Meeting. To vote at the Annual Meeting, those who have beneficial ownership of Common Stock through a broker, bank or other nominee must bring a legal proxy, which can be obtained only from the broker, bank or other nominee.

We are soliciting proxies for the Annual Meeting from our stockholders, and we will bear the entire cost of soliciting proxies from our stockholders. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding Common Stock for the benefit of others, so that such brokerage houses, fiduciaries and custodians may forward the solicitation materials to such beneficial owners. We may reimburse persons representing beneficial owners of Common Stock for their expenses in forwarding solicitation materials to those beneficial owners.

Original solicitation of proxies by mail may be supplemented by telephone or personal solicitation by our directors, officers or other regular employees of the Company. No additional compensation will be paid to our directors, officers or other regular employees for these services.

The Company has retained D. F. King & Co. (“DF King”) to assist in obtaining proxies from stockholders for the Annual Meeting. The estimated cost of such services is $17,500, plus out-of-pocket expenses. DF King may be contacted at (800) 848-2998 (banks and brokers may call (212) 269-5550) or via email at Stride@dfking.com.

We do not expect that any matter other than the proposals presented in this Proxy Statement will be brought before the Annual Meeting. However, if other matters are properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting, then the proxy holders will vote in their discretion with respect to those matters.

If a quorum is not present at the Annual Meeting, the Annual Meeting may be adjourned from time to time upon the approval of the holders of shares representing a majority of the votes present in person or by proxy at the Annual Meeting, until a quorum is present. Any business may be transacted at the adjourned meeting which might have been transacted at the meeting originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. We do not currently intend to seek an adjournment of the Annual Meeting.

The Board currently consists of nine members, each of whose term expires at the Annual Meeting. Eight of the nine directors have been nominated for election for a term expiring at the 2023 annual meeting of stockholders. The eight nominees are: Aida M. Alvarez, Craig R. Barrett, Robert L. Cohen, Steven B. Fink, Robert E. Knowling, Jr., Liza McFadden, James J. Rhyu, and Joseph A. Verbrugge. Each of the nominees has agreed to serve as a director if elected, and the Company believes that each nominee will be available to serve.

The following charts highlight the balance in age and tenure and the gender and ethnic diversity of our director nominees. Also highlighted is the wide range of backgrounds and experience of the director nominees. The Board believes that this balance in age and tenure, mix of diversity, and wide range of backgrounds and experience will help bring broad and valuable perspectives to the Board that will lead to a well-functioning Board.

The names and ages of the nominees, their principal occupations and employment during the past five years, and other information regarding them are as follows.

Set forth below is biographical information for each of our current executive officers who is not also a director.

Our Board met nine times in person or telephonically during fiscal 2022. Each director serving on the Board in fiscal 2022 attended at least 75% of the total Board and committee meetings to which they were assigned. Our policy with respect to director attendance at the annual meeting of stockholders is to encourage, but not require, director attendance. Mr. Nathaniel A. Davis and Mr. Rhyu were the only then-serving members of our Board to attend our 2021 annual meeting of stockholders. Our director attendance policy is included in our Corporate Governance Guidelines, which are available on our website at https://investors.stridelearning.com/governance.

Our Board has affirmatively determined that each of our non-employee directors is “independent” as defined in the currently applicable listing standards of the New York Stock Exchange (“NYSE”) and the rules and regulations of the SEC. Mr. Rhyu is not independent under either NYSE or SEC rules because he is an executive officer of the Company. If the nominees for the Board are duly elected at the Annual Meeting, then each of our directors, other than Mr. Rhyu, will serve as an independent director.

The standing committees of our Board are the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Academic Committee. The specific functions and responsibilities of each committee are set forth in its charter, which is available on the Company’s web site at https://investors.stridelearning.com/governance and is also available in print to any stockholder who requests it.

As of the date of this Proxy Statement, membership on the committees of the Board is as follows:

The Nominating and Corporate Governance Committee may consider the following criteria, as well as any other factors it deems appropriate, in recommending candidates for election to our Board:

The Board strives to nominate directors with a variety of complementary skills so that, as a group, the Board will possess a mix of the appropriate backgrounds, gender, race, perspectives, skills and expertise to oversee the Company’s business. Currently, our nine-member Board has one Hispanic director, one Asian American director, one African American director, and three female directors. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders, provided such recommendations are submitted in

writing not later than the close of business on the 90^th day, or earlier than the close of business on the 120^th day, prior to the anniversary of the preceding year’s annual meeting of stockholders. Such recommendations should include the name and address and other pertinent information about the candidate as is required to be included in the Company’s proxy statement. Recommendations should be submitted to the corporate secretary of the Company at Stride, Inc., 11720 Plaza America Drive, 9th Floor, Reston, VA, 20190, Attention: General Counsel and Secretary. The Nominating and Corporate Governance Committee will consider the criteria set forth above and other relevant information when evaluating director candidates recommended by stockholders.

On the recommendation of the Nominating and Corporate Governance Committee, Mr. Verbrugge was appointed to the Board in August 2022. Accordingly, he is standing for election as a director for the first time. Members of our Board, including management and non-management directors, recommended Mr. Verbrugge to the Nominating and Corporate Governance Committee, which evaluated him prior to his appointment to the Board.

Stockholders and other interested parties may communicate directly with our Board, individually or as a group, by sending an email to our General Counsel at OGC@K12.com, or by mailing a letter to Stride, Inc., 11720 Plaza America Drive, 9th Floor, Reston, VA, 20190, Attention: General Counsel and Secretary. Our General Counsel will monitor these communications and provide summaries of all received communications to our Board at its regularly scheduled meetings. Where the nature of a communication warrants, our General Counsel may decide to seek the more immediate attention of the appropriate committee of the Board or an individual director, or our management or independent advisors and will determine whether any response is necessary.

Our Board is comprised of independent, accomplished and experienced directors who provide advice and oversight of management to further the interests of the Company and its stockholders. Our governance framework provides the Board with the flexibility to determine an optimal organizational structure for leadership and engagement while ensuring appropriate insight into the operations and strategic issues of the Company. The Board has evaluated its leadership structure and continues to believe that Mr. Rhyu should serve as Chief Executive Officer and that Dr. Barrett should serve as Chair of the Board.

Chief Executive Officer. Our Board elects a Chief Executive Officer who is responsible for the strategic direction and day-to-day leadership and performance of the Company, subject to the overall direction and supervision of the Board and its committees. The Chief Executive Officer is responsible for developing our culture and overall Company vision, managing, overseeing and evaluating the executive officers and other key employees that report directly to the CEO, and serving as the principal external spokesperson for the Company.

Chair of the Board. Our Board elects a chair from among the directors and determines whether to separate or combine the roles of Chair and CEO based on what it believes best serves the needs of the Company and its stockholders at any particular time. Both approaches have been taken depending on the circumstances. The determination to elect Dr. Barrett as Chair of the Board was based on a number of factors that made him particularly well-suited for the role. These factors included his prior positions as Chairman, CEO and COO of Intel Corporation, his prior service as our Lead Independent Director, and his continuing role as Chair of our Academic Committee, along with his understanding of the Company’s business, growth opportunities, challenges and risk management practices. This combination of Company experience and expertise enables Dr. Barrett to provide strong and effective leadership to the Board and to ensure that the Board is informed of important issues. In consultation with our CEO, the Chair of the Board sets the agenda

for the regular and special meetings of the Board, presides at the annual meeting of stockholders and performs such other functions and responsibilities as set forth in the Corporate Governance Guidelines, or as requested by the Board. Also, as an independent director serving as Chair of the Board, Dr. Barret’s role includes facilitating communications between the CEO and the independent directors and the committees of the Board. In doing so, Dr. Barrett, serves as the liaison between the Board and the CEO, thereby giving guidance to management in meeting the objectives set by the Board and monitoring compliance with corporate governance policies. Additionally, Dr. Barrett serves as a liaison between the Board and stockholders, has the authority to call meetings of the independent directors and chairs executive sessions of the Board during which no members of management are present.

Executive Sessions of the Board. Our Board holds executive sessions without management directors or management present at each regularly scheduled meeting of the Board. The independent directors also may meet without management present at other times as requested by any independent director. As Chair of the Board, Dr. Barrett chairs the executive sessions of the Board.

Our Board believes full and open communication with management is essential for effective enterprise risk management and oversight. Members discuss strategy and risks facing the Company with our CEO and our senior management at meetings of our Board or when members of our Board seek to focus on a particular area of risk, such as meeting state academic accountability standards at the schools we manage, ensuring the privacy of student information, compliance with state regulatory and reporting requirements, or information technology cybersecurity protections and preparedness. Because our CEO and Chair of the Board set the agenda for Board meetings, each functional division of the Company can identify risk-related topics that may require added attention, which have included evolving state curriculum standards, student engagement and retention, education technology, legal and policy matters, information security and succession planning. Each quarter, our CEO also presents an assessment of the strategic, financial and operational issues facing the Company, which frequently includes a review of associated risks and opportunities.

Management is responsible for identifying, prioritizing, remediating and monitoring the day-to-day management of risks that the Company faces, while our Board, as a whole and through its committees, is responsible for the oversight of enterprise risk management. In fiscal 2022, the Audit Committee continued to work directly with a major independent accounting firm to support the Company’s internal audit function in risk management. This combination provides us with the focus, scope, expertise and continuous attention necessary for effective risk management.

While our Board is ultimately responsible for risk oversight, three of its committees concentrate on specific risk areas:

The Audit Committee oversees financial reporting and internal controls, school and corporate compliance, cybersecurity and operations risk and discusses with management the Company’s policies with respect to those matters. Our internal audit department prepares various risk management reports that are provided to the Audit Committee on a quarterly basis, or as needed. The reports to the Audit Committee also include an evaluation by our Chief Information and Technology Officer regarding the security of our information systems and the initiatives we undertake to continually assess vulnerabilities and take preventative measures. The Audit Committee reports on our cybersecurity measures in its regular reports to the Board. In addition, the Audit Committee assists the Board in the oversight of legal risk management. A Legal Compliance and Ethics Committee (consisting of senior management members) maintains a Legal

Compliance and Ethics Program, which includes a Chief Compliance Officer within the Office of the General Counsel. The Legal Compliance and Ethics Committee provides reports to the Audit Committee on the Company’s legal risks and compliance-related matters in the schools we serve and at the corporate level.

Our Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs, and retains outside compensation and legal experts for that purpose, as further explained in the Compensation Committee Report which begins on page 67.

Finally, our Nominating and Corporate Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with the organization, membership and structure of the Board, succession planning and corporate governance.

In fiscal 2022, pursuant to our Amended Non-Employee Directors Compensation Plan (“Directors Compensation Plan”), our non-employee directors were eligible to receive annual cash retainers for service on our Board and assigned committees and restricted stock awards. Mr. Davis, our then Executive Chair, and Mr. Rhyu, our CEO, received no additional compensation for their service on our Board.

Pursuant to the terms of the Directors Compensation Plan, each non-employee director receives an annual cash retainer of $70,000, the Lead Independent Director, if applicable, receives an additional $25,000, the non-executive Chair of the Board, if applicable, receives an additional $100,000 and each non-employee director receives an additional amount for each committee on which the non-employee director serves, as shown below:

In January 2022, each non-employee director received an annual restricted stock award valued at $145,000 as of the grant date, with the shares of our Common Stock underlying such awards vesting fully on the earlier of (a) one year from the date of grant, or (b) the date of the next annual meeting of our stockholders occurring after the date of grant. In addition, the restricted stock awards vest on an accelerated basis upon a non-employee director’s termination of service by reason of death, disability or upon a change in control. Also in January 2022, Mr. Knowling received a one-time additional restricted stock award with respect to 6,045 shares of Common Stock in consideration of his service as Chair of the Compensation Committee, which award vested in full on April 3, 2022. The annual cash retainer, including the committee fees, and the annual restricted stock awards may be deferred in the form of deferred stock units under our Deferred Compensation Plan for Non-Employee Directors (“Directors Deferred Compensation Plan”).

Commencing with the Annual Meeting, on the date of each annual meeting of our stockholders, each non-employee director will receive an annual restricted stock award valued at $200,000 as of the grant date, with the shares of our Common Stock underlying such awards vesting fully on the earlier of (a) one year from the date of grant, or (b) the date of the next annual meeting of our stockholders occurring after the date of grant (or a pro-rata amount upon initial election to the

Board). In connection with his appointment to the Board on August 5, 2022, Mr. Verbrugge received an annual award of restricted stock equivalent to $145,000, prorated for the period from the date of appointment to December 31, 2022. He will also be eligible for the cash compensation as provided in our Directors Compensation Plan.

The following table sets forth the compensation paid to our non-employee directors for their services during fiscal 2022, including amounts that were deferred under the Directors Deferred Compensation Plan:

Please see the Security Ownership of Certain Beneficial Owners and Management table below for additional information on the beneficial ownership of our Common Stock by each of our directors.

The Company encourages each director to purchase shares of our Common Stock and to maintain a minimum ownership level during his or her tenure to foster alignment with our stockholders. To reinforce this objective, we maintain minimum director stock ownership guidelines for all of our non-employee directors. Pursuant to those guidelines, non-employee directors must hold shares of our Common Stock equal to the lesser of: (i) three times the annual cash retainer or (ii) 15,000 shares. Non-employee directors must be in compliance with this policy by September 28, 2021 or five years after they begin service on our Board, whichever date is later. As of the date of this Proxy Statement, all of our non-employee directors are in compliance with this policy or are within the period to accumulate the specified level of ownership.

Our non-employee directors may elect, pursuant to our Directors Deferred Compensation Plan, to defer payment of all or a portion of their cash and equity compensation for service on our Board. In the case of a deferral of an equity award, the non-employee director is granted an equal amount of deferred stock units in lieu of restricted shares. Deferred stock units granted in lieu of a restricted stock award are subject to the same vesting requirements or other restrictions that would have applied to such restricted stock award.

In the case of a deferral of cash compensation, the non-employee director receives a number of deferred stock units equal to the amount of the cash compensation being deferred, divided by the per-share closing price of a share of our Common Stock on the date that the cash compensation would have been paid but for the deferral. Deferred stock units credited in lieu of cash compensation are fully vested.

Deferred stock units generally become payable, in a lump sum, within 90 days of the date the director no longer serves on our Board. Deferred stock units are settled in shares of our Common Stock or cash, at the Company’s discretion.

Our Board oversees the management of the Company and its business for the benefit of our stockholders in order to enhance stockholder value over the long term and to achieve its educational mission. The Board has adopted Corporate Governance Guidelines to assist it in the exercise of its responsibilities. The Guidelines are reviewed annually and periodically amended as the Board enhances the Company’s corporate governance practices. The Board has also adopted a Code of Business Conduct and Ethics that applies to all directors, officers and employees. The purpose of this code is to promote honest and ethical conduct for conducting the business of the Company, consistent with the highest standards of business ethics. The Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on our website at https://investors.stridelearning.com/governance.

Our corporate governance and business conduct best practices include:

We intend to satisfy the disclosure requirements under the Securities Exchange Act of 1934, as amended (“Exchange Act”), regarding any amendment to, or waiver from a material provision of our Code of Business Conduct and Ethics involving our principal executive, financial or accounting officer or controller by posting such information on our website.

We recognize that related party transactions present a heightened risk of conflicts of interest and have adopted a written policy to which all related party transactions shall be subject. Pursuant to the policy, the Audit Committee of our Board, or in the case of a transaction in which the aggregate amount is, or is expected to be, in excess of $250,000, the Board will review the relevant facts and circumstances of all related party transactions, including, but not limited to: (i) whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party; and (ii) the extent of the related party’s interest in the transaction. Pursuant to the policy, no director, including the Chair of the Audit Committee, may participate in any approval of a related party transaction to which he or she is a related party. The Board or Audit Committee, as applicable, will then, in its sole discretion, either approve or disapprove the transaction.

Certain types of transactions, which would otherwise require individual review, have been pre-approved by the Audit Committee. These types of transactions include, for example: (i) compensation to an officer or director where such compensation is required to be disclosed in our proxy statement; (ii) transactions where the interest of the related party arises only by way of a directorship or minority stake in another organization that is a party to the transaction; and (iii) transactions involving competitive bids or fixed rates. Additionally, pursuant to the terms of our related party transaction policy, all related party transactions are required to be disclosed in our applicable filings as required by the Securities Act of 1933, as amended, and the Exchange Act and related rules. Furthermore, any material related party transactions are required to be disclosed to the full Board. We have established internal policies relating to disclosure controls and procedures, which include policies relating to the reporting of related party transactions that must be pre-approved under our related party transactions policy.

From July 1, 2021 until December 9, 2021, Messrs. Engler, Fink, and Knowling served on our Compensation Committee, and from December 10, 2021 until June 30, 2022, Messrs. Fink and Knowling and Ms. Harker served on our Compensation Committee. During fiscal 2022, there were no interlocking relationships existing between members of our Board and our Compensation Committee and members of the board of directors or the compensation committee of any other company. During fiscal 2022, no members of the Compensation Committee were current or former officers of the Company or were employees of the Company and no members of the Compensation Committee had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K.

In accordance with a written charter adopted by the Board, the Audit Committee, or the “Committee”, assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s financial reporting processes and its internal audit function. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls and for assessing the effectiveness of the Company’s internal control over financial reporting. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board and for issuing reports thereon.

In this context, the Committee has met and held discussions with management, the independent auditors and internal audit, as well as legal counsel. Management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Committee has reviewed and discussed the consolidated financial statements with management and the independent auditors. The Committee discussed with the independent auditors matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

In addition, the Committee has received the written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence and has discussed with the independent auditors the auditors’ independence from the Company and its management.

The Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal controls and the overall quality of the Company’s accounting principles.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board, and the Board approved, the inclusion of the audited financial statements of the Company for the fiscal year ended June 30, 2022, in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, filed with the SEC on August 10, 2022. The Committee also recommended to the Board, subject to stockholder ratification, the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023, and the Board accepted its recommendation.

The foregoing report is not “soliciting material,” shall not be deemed “filed” and shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, each as amended (together, the “Acts”), except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Acts.

BDO USA, LLP (“BDO USA”) was the Company’s independent registered public accounting firm for the fiscal years ended June 30, 2022 and June 30, 2021. BDO USA has billed the Company the following fees for professional services rendered in respect of fiscal 2022 and fiscal 2021:

Audit Fees are for professional services for the Company’s annual audit, including the audit of internal control over financial reporting for fiscal 2022 and 2021, reviews of the interim financial statements included in the Company’s quarterly reports on Form 10-Q, and other professional services provided in connection with statutory and regulatory filings or engagements. Audit-related fees in fiscal 2022 and 2021 were for professional services associated with audits of certain managed schools and other minor matters.

The Audit Committee maintains policies and procedures for the pre-approval of work performed by the independent auditors in that, under the Audit Committee charter, all auditor engagements must be approved in advance by the Audit Committee. All of the services provided to the Company by BDO USA during fiscal 2022 and 2021 were pre-approved by the Audit Committee.

The Audit Committee has appointed BDO USA, LLP (“BDO USA”) as the Company’s independent registered public accounting firm for our fiscal year ending June 30, 2023. Although ratification is not required by law, our Board believes that stockholders should be given the opportunity to express their view on the subject. While not binding on the Audit Committee, if the stockholders do not ratify this appointment, the appointment will be reconsidered by the Audit Committee. Even if the appointment is ratified, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. A representative of BDO USA is expected to attend the Annual Meeting and this representative will be provided with an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions from stockholders, if any.

The affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required to ratify the appointment of BDO USA as the Company’s independent registered public accounting firm.

OUR BOARD RECOMMENDS YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF BDO USA AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JUNE 30, 2023.

In accordance with Section 14A of the Exchange Act, we are asking our stockholders to cast a non-binding advisory vote to approve the fiscal 2022 compensation of our NEOs, as disclosed in this Proxy Statement. This Proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation program.

As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate and retain our NEOs, who are critical to our success. Under this program, our NEOs are rewarded for the achievement of specific annual, long-term and strategic goals, and the realization of increased stockholder value. Please read the “Compensation Discussion and Analysis” and the compensation tables that follow for additional details about our executive compensation program, including information about the fiscal 2022 compensation of our NEOs, our engagement with stockholders in fiscal 2022 relating to our compensation program and the responsive actions we have taken in and subsequent to fiscal 2022.

We are asking our stockholders to indicate their support for the compensation of our NEOs as described in this Proxy Statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our stockholders to vote FOR the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion is hereby APPROVED.”

The Say-on-Pay vote is advisory and, therefore, not binding on the Company, the Compensation Committee, or our Board. Our Board and our Compensation Committee value the opinions of our stockholders, and to the extent there is a significant vote against the NEO compensation, as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and will evaluate what, if any, further actions are necessary to address those concerns. We expect to hold our next Say-on-Pay vote at our 2023 annual meeting of stockholders.

OUR BOARD RECOMMENDS YOU VOTE “FOR” THE NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION OF OUR NEOs, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC.

Our Board is seeking stockholder approval of the amendment and restatement of the Company’s 2016 Equity Incentive Award Plan (the “2016 Plan”) to (1) increase the number of shares of common stock available for issuance under the 2016 Plan by 1,045,000 shares, (2) remove certain provisions which were otherwise required for awards to qualify as performance-based compensation under an exception to Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), prior to its repeal and (3) extend the term of the 2016 Plan to October 7, 2032, the tenth anniversary of the date the 2016 Plan, as amended and restated, was approved by the Board, (4) increase the limit on the number of shares that may be issued upon the exercise of incentive stock options under the plan, and (5) provide that dividends and dividend equivalents may not be paid on unvested awards, as described below.

Our Board approved the amendment and restatement of the 2016 Plan on October 7, 2022, subject to stockholder approval. If this proposal is approved by our stockholders, the amendment and restatement of the 2016 Plan will become effective on the date of the Annual Meeting. If this proposal is not approved by our stockholders, the amendment and restatement of the 2016 Plan will not become effective, but the existing 2016 Plan will remain in effect in accordance with its terms prior to the date the amendment and restatement was approved by the Board and we may continue to grant awards thereunder in accordance with its existing share reserve.

The purpose of the amendment and restatement is to permit the Company to continue using the 2016 Plan to achieve the Company’s performance, recruiting, retention and incentive goals. We believe that the continued use of the 2016 Plan is essential to our success. Providing long term incentive compensation opportunities in the form of equity awards aligns the interests of the Company’s employees, directors and consultants with the long-term interests of our stockholders, linking compensation to Company performance while building the value of our Company. The use of equity awards as compensation also allows the Company to conserve cash resources for other important purposes.

The amendment and restatement of the 2016 Plan will increase the number of shares available for issuance under the 2016 Plan by 1,045,000 shares of common stock. If the amendment and restatement of the 2016 Plan is not approved by our stockholders, we expect there will be an insufficient number of shares available to make equity-based compensation awards going forward, which would negatively impact our ability to deliver competitive levels of compensation and effectively align employee and stockholder interests.

As of September 19, 2022, there were 1,425,849 shares of common stock remaining available for future grants under the 2016 Plan (with outstanding performance awards counted against the share reserve at “target”). Assuming stockholder approval, as of the effectiveness of the amendment and restatement of the 2016 Plan, there will be 2,470,849 shares of common stock available for future awards, less any grants made under the 2016 Plan after September 19, 2022, and prior to stockholder approval of the amendment and restatement of the 2016 Plan. Accordingly, when the new share request is added to the shares previously authorized under the existing plan, the amended and restated 2016 Plan will authorize an aggregate of 4,791,829 shares of common stock for issuance, plus the number of shares subject to awards outstanding under our 2007 Equity Incentive Award Plan (the “2007 Plan”) or other prior plans as of the original effective date of the 2016 Plan that became available for issuance under the 2016 Plan from and after the original effective date of the 2016 Plan but prior to September 19, 2022 due to forfeiture or cancellation of

such awards in accordance with the terms of the 2016 Plan (as described in more detail below under the heading “Authorized Shares”). For the avoidance of doubt, the number of authorized shares under the amended and restated 2016 Plan described above includes shares subject to awards granted and settled in prior years and is not a reflection of availability for new, future awards following the effectiveness of the amendment and restatement of the 2016 Plan.

Under the amended and restated 2016 Plan, no more than 10,000,000 shares may be issued upon the exercise of incentive stock options granted under the plan. This limit is being included for purposes of compliance with the requirements under the Internal Revenue Code with respect to incentive stock options and is not indicative of the overall share reserve under the amended and restated 2016 Plan.

Under the amended and restated 2016 Plan, dividends and dividend equivalents may not be paid on unvested awards unless and until such vesting conditions are met. No dividend equivalents may be granted with respect to stock options or stock appreciation rights.

Unless terminated earlier pursuant to its terms, the amendment and restatement of the 2016 Plan will extend the term of the 2016 Plan to October 7, 2032, the tenth anniversary of the date the amendment and restatement was approved by the Board. Upon expiration of the term, the 2016 Plan will continue to govern outstanding awards.

Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the “TCJ Act”), an exception to Section 162(m) of the Code allowed “performance-based compensation” that met certain requirements to be tax deductible without regard to the deduction limits imposed by Section 162(m) of the Code. This qualified performance-based compensation exception was repealed as part of the TCJ Act. The amendment and restatement of the 2016 Plan removes certain provisions which were otherwise required for awards to qualify as performance-based compensation under this exception prior to its repeal.

In general, stockholder approval of the amendment and restatement of the 2016 Plan is necessary in order for us to meet the stockholder approval requirements of the principal securities market on which shares of our common stock are traded, and to grant stock options that qualify as incentive stock options as defined under Section 422 of the Code.

The Board believes that the amendment and restatement of the 2016 Plan is in the best interests of the Company and our stockholders and therefore recommends a vote FOR this proposal.

The table below presents information regarding the shares that were subject to various outstanding equity awards under our equity plans at September 19, 2022.

In determining to approve an increase to the number of shares available for issuance under the 2016 Plan, the Compensation Committee reviewed an analysis prepared by Compensia, the Committee’s independent compensation consultant. Specifically the Compensation Committee considered that:

In light of the factors described above, and the fact that the ability to continue to grant equity compensation is vital to the Company’s ability to continue to attract and retain talented employees in the industry in which it competes, the Board has determined that the size of the share reserve under the amended and restated 2016 Plan after giving effect to the amendment and restatement is reasonable and appropriate at this time. The Board will not create a subcommittee to evaluate the risk and benefits for issuing shares under the amended and restated 2016 Plan.

We believe that the continued use of equity-compensation awards as a means of providing long-term incentives to our employees and other service providers is essential to our success. Equity awards are intended to motivate high levels of performance, align the interests of our employees, directors and consultants with those of our stockholders by giving these individuals the perspective of an owner with an equity stake in our Company and provide a means of recognizing their contributions to the success of our Company. Our Board and leadership team believe that long-term equity incentive awards are necessary to remain competitive in the market and are essential to recruiting and retaining the highly qualified employees who help our Company meet its goals.

We believe we must continue to offer a competitive long-term equity incentive plan in order to attract, retain and motivate the talent imperative to our continued growth and success. As of September 19, 2022, 4% of our employee population had received grants of equity awards and all of our non-employee directors had received grants of equity awards.

The 2016 Plan originally became effective in December 2016 following approval by our stockholders. When adopting the 2016 Plan we did not seek to increase the number of shares then-available for equity compensation awards. Rather, the number of shares available for awards under the 2016 Plan equaled the number of shares available under our 2007 Plan, which was no longer used for new grants once the 2016 Plan was approved. We have continued to make grants under the 2016 Plan based on its original reserve since its adoption, and we will not be able to continue to issue equity awards to our employees, directors and consultants once we exhaust the available shares under the 2016 Plan, unless our stockholders approve the amendment and restatement of the 2016 Plan.

While we could increase cash compensation if we are unable to grant long-term equity incentive awards, we anticipate that we will have difficulty attracting, retaining and motivating our employees if we are unable to grant them equity awards. We believe that equity-based awards are a more effective compensation vehicle than cash because they align employee and stockholder interests with a smaller impact on current income and cash flow.

The amended and restated 2016 Plan contains a number of provisions that we believe are consistent with best practices in equity compensation and which protect our stockholders’ interests. These provisions include:

The following sets forth a description of the material features and terms of the amended and restated 2016 Plan, as amended and restated. The following summary is qualified in its entirety by reference to the full text of the amended and restated 2016 Plan, which is attached hereto as Appendix B.

The amended and restated 2016 Plan authorizes an increase of 1,045,000 in the number of shares of common stock available for issuance under the amended and restated 2016 Plan over the existing share reserve under the 2016 Plan. Accordingly, when the new share request is added to the shares previously authorized under the 2016 Plan, the amended and restated 2016 Plan will authorize the issuance a number of shares of common stock equal to the sum of (1) 4,791,829 shares, representing the 3,746,829 reserved for issuance under the 2016 Plan as of the original effective date of the 2016 Plan plus the increase of 1,045,000 in the number of shares available for issuance under the amended and restated 2016 Plan over the existing share reserve under the 2016 Plan, plus (2) shares added to the share reserve since the original effective date of the 2016 Plan as a result of the expiration, forfeiture or settlement in cash of awards outstanding under the 2007 Plan and our other prior equity incentive plans during the period from the original effective date of the 2016 Plan through September 19, 2022 in accordance with the terms of the 2016 Plan.

As of September 19, 2022, awards covering a total of 1,722,054 shares were subject to outstanding awards under the 2016 Plan and 1,425,849 shares of common stock remaining available for future grants under the 2016 Plan (with performance awards counted assuming “target” performance). Therefore, for the avoidance of doubt, the authorized shares under the amended and restated 2016 Plan described above shares includes shares subject to awards granted and settled in prior years and is not a reflection of availability for new, future awards following the effectiveness of the amendment and restatement of the 2016 Plan.

In no event will more than 10,000,000 shares of common stock be issuable pursuant to incentive stock options under the 2016 Plan during its term. Shares issued under the 2016 Plan may be authorized but unissued shares, shares purchased on the open market or treasury shares.

If an award under the amended and restated 2016 Plan expires, lapses or is terminated, exchanged for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring shares covered by the award at a price not greater than the price (as adjusted to reflect any equity restructuring) paid by the participant for the shares or not issuing any shares covered by the award, the unused shares covered by the award will, as applicable, become or again be available for award grants under the amended and restated 2016 Plan. In addition, except as provided below with respect to options, shares delivered to the Company to satisfy any tax withholding obligation (including shares retained by the Company from the award being purchased and/or creating the tax obligation) will, as applicable, become or again be available for award grants under the amended and restated 2016 Plan. However, the amended and restated 2016 Plan does not allow the share reserve to be recharged or replenished with shares that (1) are tendered or withheld to satisfy the exercise price or tax withholding obligation of an option; (2) are subject to a stock appreciation right but are not issued in connection with the stock settlement of the stock appreciation right; or (3) the Company purchases on the open market with cash proceeds from the exercise of options.

Dividend equivalents paid in cash are not counted against the number of shares of common stock reserved under the amended and restated 2016 Plan.

The amended and restated 2016 Plan is administered by the Committee or a subcommittee thereof (or by the Board or another Board committee as may be determined by the Board from time to time). The administrator of the amended and restated 2016 Plan (the “Administrator”) has the authority to determine which service providers receive awards and sets the terms and conditions applicable to the award within the confines of the amended and restated 2016 Plan’s terms. The Administrator has the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the amended and restated 2016 Plan.

The maximum aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718 (or any successor thereto), of all equity and cash-based awards granted to a non-employee director for services as a director under the amended and restated 2016 Plan during any fiscal year may not exceed $750,000 per year (or $1,000,000 in the fiscal year of a director’s initial service). Notwithstanding the foregoing, in no event will more than the authorized number of shares available for issuance under the amended and restated 2016 Plan be granted to any one person during any fiscal year of the Company.

Employees (including executive officers), consultants and non-employee directors of the Company or any of its subsidiaries are eligible to receive awards under the amended and restated 2016 Plan. As of September 19, 2022, the Company and its subsidiaries had approximately 8,000 employees and 8 non-employee directors who were eligible to receive awards under the 2016 Plan. Based on our historical practices, our approximately 700 consultants and other service providers are generally not considered for awards under our long-term equity incentive program.

The amended and restated 2016 Plan provides for the grant of stock options, including incentive stock options and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash based awards. Awards to eligible individuals shall be subject to the terms of an individual award agreement between the Company and the individual. A brief description of each award type follows.

The Administrator may select performance criteria for an award to establish performance goals for a performance period. Performance criteria under the amended and restated 2016 Plan may include, but are not limited to, the following: net earnings (either before or after interest, taxes, depreciation and amortization), sales or revenue, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), return on net assets, return on stockholders’ equity, return on assets, return on capital, return on sales, gross or net profit margin, total shareholder return, internal rate of return (IRR), financial ratios (including those measuring liquidity, activity, profitability or leverage), working capital, earnings per share, price per share, market capitalization, any GAAP financial performance measures, inventory management, measures related to A/R balance and write-offs, timeliness and/or accuracy of business reporting, approval or implementation of strategic plans, financing and other capital raising transactions, debt levels or reductions, cash levels, acquisition activity, investment sourcing activity, marketing initiatives, projects or processes, achievement of customer satisfaction objectives, number of new states entered, number of new countries entered, number of new schools, number of students/new students, student retention percentage, student lifetime value, number of new courses, number of classrooms using our curriculum, curriculum enhancement and compliance with state standards, learning and content management system improvements, development and/or implementation of school initiatives and services, academic performance, training and professional development goals, state testing measures for schools and students, infrastructure scaling, new product development, business development, human capital development, human resources goals, employee satisfaction, regulatory compliance objectives, supervision of litigation and other legal matters, managing relationships with charter authorizers, charter school boards, or other organizations that influence charter schools, cost management, expense reduction goals, budget comparisons, and contract renewals, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a subsidiary, division, business segment or business unit of the Company or a subsidiary, or based upon performance relative to the performance of other companies or upon comparisons of any of the indicators of performance relative to the performance of other companies.

Under the amended and restated 2016 Plan, the Administrator may not, without the approval of the Company’s stockholders, authorize the repricing of any outstanding option or stock appreciation right to reduce its price per share, cancel any option or stock appreciation right in exchange for cash or another award when the price per share exceeds the fair market value of the underlying shares, or take any other action with respect to an option or stock appreciation right that the Company determines would be treated as a repricing under the rules and regulations of the principal U.S. stock exchange on which the shares of common stock are listed.

The Administrator has broad discretion to take action under the amended and restated 2016 Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting the Company’s common stock, such as dividends or other distributions (whether in the form of cash, common stock, other securities, or other property), reorganizations, mergers, consolidations, change in control events and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with the Company’s stockholders known as “equity restructurings,” the Administrator will make equitable adjustments to outstanding awards.

In the event of a change in control in which outstanding awards are not continued, converted, assumed or replaced by the Company or the successor to the Company in the change in control, such awards shall become fully exercisable and all forfeiture, repurchase and other restrictions on such awards shall lapse immediately prior to the change in control.

The Administrator may amend, suspend or terminate the amended and restated 2016 Plan at any time. However, no amendment, other than an amendment that increases the number of shares available under the amended and restated 2016 Plan, may materially and adversely affect an award outstanding under the amended and restated 2016 Plan without the consent of the affected participant. Our Board is required to obtain stockholder approval for any amendment to the amended and restated 2016 Plan to the extent necessary to comply with applicable laws. The amended and restated 2016 Plan provides that in no event may an award be granted pursuant to the 2016 Plan after October 7, 2032, which is ten years from the date our Board adopted the amendment and restatement of the 2016 Plan.

All awards (including any proceeds, gains or other economic benefit obtained in connection with any award) made under the amended and restated 2016 Plan are subject to any claw-back policy implemented by the Company, including any claw-back policy adopted to comply with the requirements of applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or award agreement.

The following summary is based on an analysis of the Code as currently in effect, existing laws, judicial decisions, administrative rulings, regulations and proposed regulations, all of which are subject to change. Moreover, the following is only a summary of United States federal income tax consequences. Actual tax consequences to participants may be either more or less favorable than those described below depending on the participants’ particular circumstances.

No income will be recognized by a participant for United States federal income tax purposes upon the grant or exercise of an incentive stock option. The basis of shares transferred to a participant upon exercise of an incentive stock option is the price paid for the shares. If the participant holds the shares for at least one year after the transfer of the shares to the participant and two years after the grant of the option, the participant will recognize capital gain or loss upon sale of the shares received upon exercise equal to the difference between the amount realized on the sale and the basis of the stock. Generally, if the shares are not held for that period, the participant will recognize ordinary income upon disposition in an amount equal to the excess of the fair market value of the shares on the date of exercise over the amount paid for the shares, or if less (and if the disposition is a transaction in which loss, if any, will be recognized), the gain on disposition. Any additional gain realized by the participant upon the disposition will be a capital gain. The excess of the fair market value of shares received upon the exercise of an incentive stock option over the option price for the shares is an item of adjustment for the participant for purposes of the alternative minimum tax. Therefore, although no income is recognized upon exercise of an incentive stock option, a participant may be subject to the alternative minimum tax as a result of the exercise.

No income is expected to be recognized by a participant for United States federal income tax purposes upon the grant of a non-qualified stock option. Upon exercise of a non-qualified stock option, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of exercise over the amount paid for the shares. Income recognized upon the exercise of a non-qualified stock option will be considered compensation subject to withholding at the time the income is recognized, and, therefore, the participant’s employer must make the necessary arrangements with the participant to ensure that the amount of the tax required to be withheld is available for payment. Non-qualified stock options are designed to provide the employer with a deduction equal to the amount of ordinary income recognized by the participant at the time of recognition by the participant, subject to the deduction limitations described below.

There is expected to be no United States federal income tax consequences to either the participant or the employer upon the grant of SARs. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of payment pursuant to SARs in an amount equal to the aggregate amount of cash and the fair market value of any common stock received. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

If the restrictions on an award of shares of restricted stock are of a nature that the shares are both subject to a substantial risk of forfeiture and are not freely transferable (within the meaning of Section 83 of the Code), the participant will not recognize income for United States federal income tax purposes at the time of the award unless the participant affirmatively elects to include the fair market value of the shares of restricted stock on the date of the award, less any amount paid for the shares, in gross income for the year of the award pursuant to Section 83(b) of the Code. In the absence of this election, the participant will be required to include in income for United States federal income tax purposes on the date the shares either become freely transferable or are no longer subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Code), the fair market value of the shares of restricted stock on such date, less any amount paid for the shares. The employer will be entitled to a deduction at the time of income recognition to the participant in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below. If a Section 83(b) election is made within 30 days after the date the restricted stock is received, the participant will recognize ordinary income at the time of the receipt of the restricted stock, and the employer will be entitled to a corresponding deduction, equal to the fair market value of the shares at the time, less the amount paid, if any, by the participant for the restricted stock. If a Section 83(b) election is made, no additional income will be recognized by the participant upon the lapse of restrictions on the restricted stock, but, if the restricted stock is subsequently forfeited, the participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the receipt of the restricted stock.

If the restrictions on an award of restricted stock are not of a nature that the shares are both subject to a substantial risk of forfeiture and not freely transferable, within the meaning of Section 83 of the Code, the participant will recognize ordinary income for United States federal income tax purposes at the time of the transfer of the shares in an amount equal to the fair market

value of the shares of restricted stock on the date of the transfer, less any amount paid therefore. The employer will be entitled to a deduction at that time in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below.

There will be no United States federal income tax consequences to either the participant or the employer upon the grant of restricted stock units. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of cash and/or transfer of shares of common stock in payment of the restricted stock units in an amount equal to the aggregate of the cash received and the fair market value of the common stock so transferred. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Generally, a participant will recognize ordinary income subject to withholding upon the payment of any dividend equivalents paid with respect to an award in an amount equal to the cash the participant receives. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.

Section 162(m) of the Code limits the deduction certain employers may take for otherwise deductible compensation payable to certain current or former executive officers of the employer to the extent the compensation paid to such an officer for the taxable year exceeds $1 million. Prior to the TCJ Act, the deduction limit did not apply to certain “performance-based” compensation established by an independent compensation committee which conformed to certain conditions stated under the Code and related regulations. As part of the TCJ Act, the ability to rely on this qualified “performance-based” compensation exception was eliminated.

Section 280G of the Code limits the deduction that the employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an “excess parachute payment.” Excess parachute payments arise from payments made to disqualified individuals that are in the nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Accelerated vesting or payment of awards under the 2016 Plan upon a change in ownership or control of the employer or its affiliates could result in excess parachute payments. In addition to the deduction limitation applicable to the employer, a disqualified individual receiving an excess parachute payment is subject to a 20% excise tax on the amount thereof.

Section 409A of the Code imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements. For purposes of Section 409A, “non-qualified deferred compensation” includes equity-based incentive programs, including some stock options, stock appreciation rights and restricted stock unit programs. Generally speaking, Section 409A does not apply to incentive stock options, non-discounted non-qualified stock options and stock appreciation rights if no deferral is provided beyond exercise, or restricted stock.

The awards made pursuant to the amended and restated 2016 Plan are expected to be designed in a manner intended to comply with the requirements of Section 409A of the Code to the extent the awards granted under the 2016 Plan are not exempt from coverage. However, if the 2016 Plan fails to comply with Section 409A in operation, a participant could be subject to the additional taxes and interest.

State and local tax consequences may in some cases differ from the federal tax consequences. The foregoing summary of the United States federal income tax consequences in respect of the 2016 Plan is for general information only. Interested parties should consult their own advisors as to specific tax consequences of their awards.

The amended and restated 2016 Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended, and is not intended to be qualified under Section 401(a) of the Code.

Except with respect to grants to certain non-employee directors pursuant to our Director Compensation Plan, the number of awards that our NEOs, other executive officers, other employees and non-employee directors may receive under the amended and restated 2016 Plan will be determined in the discretion of the Committee in the future, and the Committee has not made any determination to make future grants to any persons under the amended and restated 2016 Plan as of the date of this proxy statement. Therefore, other than as set forth below, it is not possible to determine the benefits that will be received in the future by participants in the amended and restated 2016 Plan.

The following table sets forth, with respect to the individuals and groups identified therein, the number of shares subject to awards that have been granted to such individuals and groups under the existing 2016 Plan through September 19, 2022:

Stockholders should understand that our executive officers and non-employee directors may be considered to have an interest in the approval of the amendment and restatement of the 2016 Plan because they may receive awards under such plan. Nevertheless, the Board believes that it is important to provide incentives and rewards for superior performance and the retention of experienced directors and officers by adopting the amendment and restatement of the 2016 Plan.

OUR BOARD RECOMMENDS YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2016 PLAN.

The following table sets forth, as of October 18, 2022, certain information with respect to the beneficial ownership of Common Stock by each beneficial owner of more than 5% of the Company’s voting securities (based solely on review of filings with the SEC), each director and each NEO and all directors and executive officers of the Company as a group, except as qualified by the information set forth in the notes to this table. To our knowledge, except as noted below, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s voting securities. As of October 18, 2022, 43,031,568 shares of our Common Stock were outstanding.

Unless otherwise noted, the address for each director and executive officer is c/o Stride, Inc., 11720 Plaza America Drive, 9th Floor, Reston, VA, 20190.

This section sets forth the objectives and elements of our executive compensation program, describes the related processes of our Compensation Committee (the “Committee”), and discusses the compensation earned by our named executive officers (our “NEOs”). For fiscal 2022, our NEOs were:

Despite significant market volatility, our Company experienced areas of strong financial and operational performance during fiscal 2022, and despite the challenges, we remain committed to taking steps towards achieving the fiscal 2025 financial targets we outlined in November 2020. The COVID-19 pandemic drove increased awareness, acceptance, and demand for online and hybrid educational solutions. Our business is uniquely positioned to help the academic community by offering a seamless education experience for students, families and school districts as the world has changed.

From our inception in 1999, we have offered online curriculum, instructional support services, software, and products designed to facilitate individualized learning for students in kindergarten through 12^th grade. While the impact of the COVID-19 pandemic has resulted in an unprecedented transformation in the academic landscape, we remain committed to fulfilling our educational mission of helping students reach their potential through personalized learning and inspired teaching. In recent years, we have expanded these offerings to address the nation’s growing skills and labor gap with new programs in Career Learning and acquisitions in the Adult Learning market.

We ended fiscal 2022 with strong financial performance. The Committee believes that performance-based compensation incentivizes our executive officers to promote the overall success of our business and aligns managements’ interests with those of our stockholders. Consistent with this philosophy, we reward our executive officers for great performance relative to our key financial and operational metrics that drive stockholder value. Fiscal 2022 highlights include:

In August 2021, the Committee evaluated our short-term and long-term incentive compensation plans and decided to adjust the performance-based metrics of these plans for fiscal 2022, as well as the approach to setting these metrics.

For purposes of our short-term incentive plan, the Executive Bonus Plan, our executive officers’ performance for fiscal 2022 was measured based on the attainment of two metrics: revenue and Adjusted EBITDA (with each metric equally weighted). Bonus payments to our executive officers were to be paid at 50% of an individual’s target bonus if threshold performance was achieved, target bonus was to be earned if target performance was achieved, and there was the ability to earn up to 200% of target bonus if the maximum outperform performance level was achieved. Results between performance levels were to be interpolated linearly.

In addition, changes were made to our long-term incentive performance awards where 60% of the total annual equity award value granted to our NEOs was granted as performance stock unit (“PSU”) awards tied to three-year performance metrics and 40% was granted as restricted stock (“RSA”) awards with back-loaded semi-annual vesting over three years. For fiscal 2022, the performance metrics for the PSU awards are based on gross margin percentage and our stock price performance associated with achievement of established levels of compound annual growth rate (“CAGR”) as measured at the end of a three-year performance period, with each metric weighted equally. As with our Executive Bonus Plan, threshold, target, and outperform performance levels were established with award earning potential for our executive officers at 50%, 100%, and 200% of the target award payouts, respectively.

Historically, threshold performance for the financial metrics has been set at or above the prior year actual results and target performance has been set at the established budget for the fiscal year. For fiscal 2022, the Committee deviated from historical practices with respect to the Executive Bonus Plan and established threshold performance at the approved budget for the fiscal year given the extraordinary performance of fiscal 2021 and difficulty in predicting and potential impact of COVID-19 pandemic on fiscal 2022.

The following charts show the target total direct compensation mix of our CEO, Executive Chair, and our other NEOs. These charts illustrate that a majority of our NEOs’ target total direct compensation is variable and performance-based (60% for our CEO, 33% for our Executive Chair, and an average of 52% for our other NEOs).

We employ certain executive compensation policies and practices to align our executive officers’ compensation with stockholder interests. Listed below are those compensation policies and practices we employ and certain policies and practices we do not employ because we believe they would not serve the long-term interests of our stockholders.

At our 2021 annual meeting of stockholders, approximately 76% of the votes cast (excluding abstentions and broker non-votes) voted to approve the compensation of our NEOs for fiscal 2021. While our Board was satisfied with this result, particularly in light of the fact that our 2020 Say-on-Pay proposal was supported by only 22% of the votes cast, it noted that this result was still significantly lower than the results of our 2019 and 2018 Say-on-Pay proposals, which were each supported by approximately 95% of votes cast, and that we should do better.

Our Committee and our Board views the Say-on-Pay vote as an opportunity to receive feedback from our stockholders about our executive compensation program. As a result of the level of support for our 2021 Say-on-Pay proposal, our Board directed management and the Committee to continue to actively seek additional feedback from our stockholders on what motivated their votes so that the Committee could determine whether it was appropriate to take further action to mitigate any ongoing concerns.

Recognizing the importance of stockholder support for our executive compensation program, several executives, including Valerie Maddy, our Chief Human Resources Officer, Mr. Medina, our former Chief Financial Officer, and Mr. Mathis, our General Counsel, as well as Robert E. Knowling, Jr., the Chair of the Committee, and other members of management proactively engaged in extensive stockholder outreach during fiscal 2022 to better understand their views on our executive compensation program. Following our 2021 Annual Meeting of Stockholders and during fiscal 2022, we reached out to stockholders representing more than 81% of our outstanding Common Stock (including our top 35 stockholders) to request their feedback on our overall corporate governance policies and executive compensation program, to discuss their views and concerns and to describe the changes that we had made to our executive compensation program for fiscal 2021 and 2022. Ultimately, these members of management and Mr. Knowling met with stockholders representing more than 39% of our outstanding Common Stock. In our outreach to stockholders, we have committed to maintaining an open and ongoing dialogue multiple times per year.

During these meetings, our stockholders expressed support for the actions taken with respect to executive compensation, such as moving to a multi-year performance period for 60% of annual equity awards to executive officers, eliminating any cumulative measurements that allow for the ability to earn missed payouts at the end of the performance period, and avoiding use of one-time, “special” equity awards, Stockholders appreciated our outreach and encouraged a continued dialogue on a regular basis as well as robust disclosure.

In addition to the foregoing feedback related to fiscal 2022 executive compensation, our stockholders expressed appreciation of our commitment to Corporate Sustainability, including our publication of our ESG Report in fiscal 2021, as well as our ongoing commitment to stockholder outreach.

Based on this feedback, we have taken the following actions with respect to our executive compensation program in fiscal 2022 and 2023:

The Committee considers all feedback from stockholders, which has influenced the foregoing changes that have been made to our executive compensation program. Ultimately, we want to ensure that the various elements of our program effectively reflect our desire to further our strategic business objectives while tightly linking executive pay to measurable performance results and creation of stockholder value

Our executive compensation program is guided by basic principles that we seek to incorporate in our executive pay practices:

 

Our performance assessment framework and executive compensation program is designed to link pay and performance in the following ways:

The Committee is responsible for overseeing our executive compensation program, as specified in its charter. The Committee’s role includes:

In performing its responsibilities with respect to the compensation of our executive officers, the Committee uses information from a number of sources. The information used by the Committee includes advice from its compensation consultant, market data regarding the compensation practices of competitors and other relevant companies, advice from outside legal counsel specializing in executive compensation, tally sheets showing prior compensation awards, the recommendations of our CEO, and an assessment of the outstanding equity holdings of our executive officers.

Our management, under the leadership of our CEO, plays an important role in establishing and maintaining our executive compensation program. Management’s role includes recommending plans and programs to the Committee, implementing the Committee’s decisions and administering plans. Our CEO provides information on the individual performance of our NEOs and other executive officers and makes annual recommendations to the Committee on compensation levels (other than his own compensation). Our CEO is not present when the Committee discusses and determines matters regarding our CEO’s compensation.

The Committee’s charter gives it the authority to retain and approve fees and other terms of engagement for compensation consultants and other advisors to assist it in performing its duties. In fiscal 2022, the Committee continued to retain Compensia, a national compensation consulting firm, as its compensation consultant. Compensia’s work for the Committee included, among other services, a review and update of the compensation peer group, a subsequent executive compensation market analysis based on an assessment of the compensation practices of the companies in the compensation peer group and companies in adjacent industries, a review and analysis of the compensation of the non-employee members of our Board, and a review and report on the risk profile of our executive compensation program. Compensia also provides the Committee with assessments of the Company’s practices and makes recommendations based on best practices. In addition, the Compensia consultant meets on a frequent basis with the Chair of the Committee to discuss a host of compensation matters, including but not limited to, compensation strategy, trends, and to review proxy advisor viewpoints. Compensia reports directly to the Committee, which will annually review its performance, independence, and fees. In fiscal 2022, the Committee assessed Compensia’s independence and concluded that no conflict of interest exists that would prevent Compensia from providing services to the Committee.

The Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. To assess our executive compensation against the competitive market, the Committee reviews and considers the compensation levels and practices of a select group of peer companies. In general, the Committee seeks to establish the range of target total direct compensation for our executive officers near the median for similar positions at the companies in our compensation peer group, with a greater emphasis on variable cash compensation versus fixed cash compensation, and provide executive severance and change in control agreements that are aligned with our compensation peer group and market best practices.

For purposes of reviewing and updating the compensation peer group for fiscal 2022, Compensia engaged in discussions with the Committee about the peer selection process and additional discussions with management. In evaluating the composition of our compensation peer group for fiscal 2022, the Committee considered the following primary factors which are intended to identify a reasonable group of peers from a number of related industry sectors for consideration in our unique situation, where there are, at present, no other publicly-traded providers of online and blended schools in the kindergarten through 12th grade market:

Based on these criteria and the informed judgment of the Committee, four companies were removed from the peer group (Pluralsight, RealPage, Zovio, and Zynga) and three companies were added to the peer group (j2 Global, Proofpoint and Stitch Fix) to better align with the Company’s ongoing business focus.

Accordingly, the Committee approved the following compensation peer group for fiscal 2022:

At the beginning of fiscal 2022, Compensia used this peer group to prepare an analysis for the Committee that compared the compensation levels of our executive officers to comparable executive positions at the companies in the peer group. The Committee used data drawn from the

companies in our compensation peer group to evaluate the competitive market when reviewing and adjusting the total direct compensation packages for our CEO, Executive Chair, and our other NEOs, including annual base salary, target annual bonus opportunities, and long-term incentive compensation opportunities, for fiscal 2022.

The Committee reviews our compensation peer group regularly and makes adjustments to its composition annually, taking into account changes in both our business and the businesses of the companies in the peer group.

The base salaries for our NEOs are generally set at levels deemed necessary to attract and retain individuals with superior talent, while taking into account the target total direct compensation package provided to each NEO. Base salaries are reviewed annually by the Committee and are adjusted from time to time as deemed necessary in conjunction with recommendations made by our CEO, to ensure that our executive compensation structure remains aligned with our compensation objectives. Compensation adjustments for our Executive Chair and CEO are recommended by the Committee and reviewed and approved by the independent members of our Board.

In considering base salary adjustments for fiscal 2022 in August 2021, the Committee reviewed a competitive market assessment of executive compensation levels prepared by Compensia, which showed that the base salary level of our CEO approximated the 25^th percentile of our compensation peer group, and the base salary level of our other NEOs, on average, approximated the 50^th percentile of our compensation peer group. The Committee also reviewed tally sheets which detailed the historical pay for each NEO. The independent members of our Board determined to leave our Executive Chair’s fiscal 2022 base salary at its fiscal 2021 level but to increase the base salary of our CEO to bring it further into line with the 50^th percentile of our compensation peer group. Mr. Mathis also received an increase in base salary to ensure internal equity alignment and to recognize his additional efforts during the year to facilitate a smooth CEO transition. Mr. Ottolenghi’s fiscal 2022 base salary was set at the time of his commencement of employment based on the foregoing competitive market assessment.

The annual base salaries of our NEOs for fiscal 2022 as set in August 2021 were as follows:

Our Executive Bonus Plan is designed to ensure that a meaningful portion of our NEOs’ target total cash compensation is “at risk.” For the fiscal 2022 Executive Bonus Plan, the Committee used two corporate performance management objectives (“PMOs”) – revenue and Adjusted EBITDA – as these key metrics are related to profitability and growth, which ultimately enhances stockholder value.

Target annual bonus opportunities for our NEOs are reviewed by the Committee annually and set at levels that, when combined with base salary levels, are intended to provide target total cash compensation opportunities that approximate the market median. For our Executive Chair, his target annual bonus opportunity is set pursuant to his employment agreement. Following its review of a competitive market assessment of executive compensation levels prepared by Compensia, the Committee (and the Board, in the case of our CEO) determined to leave the target annual bonus opportunities of our CEO and our other NEOs at their fiscal 2021 levels.

The target annual bonus opportunities for our NEOs for fiscal 2022 as set in August 2021 were as follows:

The Committee spends considerable time evaluating the appropriate corporate PMOs to be included in our Executive Bonus Plan each fiscal year. Over the past several years, the Committee has restructured the Executive Bonus Plan by updating and reducing the number of corporate PMOs to focus our NEOs on the achievement of key financial metrics and operational goals. For fiscal 2022, the Committee used revenue and Adjusted EBITDA, each equally weighted, as the corporate PMOs for the fiscal 2022 Executive Bonus Plan.

In setting performance levels for each metric, the Committee remained committed to establishing rigorous performance goals to ensure alignment of realized pay amounts with corporate performance. After careful consideration, the Committee determined that Adjusted EBITDA would be removed as a performance metric under our Long-term Incentive program and Adjusted EBITDA would replace Adjusted Operating Income as the profitability metric under the Executive Bonus Plan for fiscal 2022 as it provides a measure of corporate performance exclusive of capital structure and the method by which assets were acquired. The Committee set the target performance levels for the revenue and Adjusted EBITDA metrics at $1,561.8 million and $259.7 million, respectively. For fiscal 2022, the Committee deviated from historical practices with respect to the Executive Bonus Plan and established threshold performance at the approved budget for the fiscal year given the extraordinary performance of fiscal 2021 and difficulty in predicting the potential impact of COVID-19 pandemic on fiscal 2022. The threshold performance level for the revenue metric were set above our actual results for fiscal 2021. The threshold performance level for the Adjusted EBITDA metric was set just below fiscal 2021 actual.

Metrics under the fiscal 2022 Executive Bonus Plan for our NEOs were based solely on the achievement of these corporate PMOs, which the Committee determined was appropriate to focus the efforts of our NEOs on improving Company performance and increasing stockholder value.

The corporate PMOs under our fiscal 2022 Executive Bonus Plan are set forth in the table below. Each PMO provided our NEOs with the opportunity to earn an above target award for that PMO in the event they exceed the pre-established performance level for the PMO, but also provided for no awards below minimum thresholds of performance. Achievement of a PMO at the threshold level resulted in a payout at 50% of the target level, and achievement at the outperform level resulted in a payout at 200% of the target level. Performance between the two levels was extrapolated on a straight-line basis. In August 2022, the Committee reviewed our achievement against these corporate PMOs, with the results as follows (in millions):

The following table sets forth, for each NEO, the Committee’s approved annual bonus award under our fiscal 2022 Executive Bonus Plan based upon performance against the corporate PMOs.

We believe that providing long-term incentive compensation opportunities in the form of equity awards promotes our philosophy of aligning executive pay with the long-term interests of our stockholders. We have historically used a one-year financial performance metric in our executive equity award program and we believe this has played an important role in the motivation and retention of our executives. Based on consistent feedback from our stockholders, we reevaluated our design of our long-term incentive compensation program. Beginning in fiscal 2022, we moved to the use of three-year performance metrics for our long-term incentives tied to gross margin percentage and our stock price CAGR which are intended to enhance our operational effectiveness and drive greater alignment with the creation of sustainable stockholder value. Additionally, the Committee determined to weight the long-term incentive compensation awards for our NEOs to be 60% performance based, an increase from fiscal 2021 where 50% of their long-term incentive compensation awards were performance based.

For our fiscal 2022 annual equity awards for our NEOs, 40% of their awards were time-based restricted stock awards and 60% were performance stock unit awards (except in the case of our Executive Chair, who only received a time-based restricted stock award).

The Committee considered various factors in determining award levels for each NEO including competitive market data drawn from our compensation peer group, our executive retention objectives, a greater emphasis on performance-based awards for fiscal 2022, and our strong performance in fiscal 2021. Additionally, for Messrs. Medina and Ottolenghi, the Committee considered the size and potential impact of their initial equity awards upon joining the Company in determining the award levels to be granted to them in fiscal 2022. In particular, the Committee took into consideration the fact that the equity award granted to Mr. Medina in fiscal 2021 was lower than would typically have been granted in recognition of his initial equity award granted in fiscal 2020. Similarly, the value of Mr. Ottolenghi’s fiscal 2022 equity award was lower than typically be considered in a normal year due to the size of his initial equity award granted in fiscal 2021. The following table sets forth the target award values for our NEOs for fiscal 2022 and the resulting

number of restricted shares subject to each type of award, which was based upon the fair market value of our Common Stock on the date of grant. The awards granted to our Executive Chair and our CEO were recommended by the Committee and reviewed and approved by the independent members of our Board.

The annual equity awards for our NEOs for fiscal 2022 as granted in August 2021 were as follows:

Time-Based Restricted Stock Awards. With the exception of our Executive Chair, the time-based restricted stock awards granted to our NEOs for fiscal 2022 vest based on our standard vesting schedule which is semi-annually over a three-year period, with 20% of the shares of our Common Stock subject to the awards vesting in the first year and 40% vesting in each of the next two years following the grant date. The time-based restricted stock award granted to our Executive Chair for fiscal 2022 vested in full on June 30, 2022.

Performance Stock Unit (“PSU”) Awards. The PSU awards are to be earned based on the attainment of gross margin percentage and our stock price performance associated with established levels of compound annual growth rate (“CAGR”) as measured at the end of a three-year performance period, with each metric weighted equally. Gross margin percentage and stock price CAGR were selected as the performance metrics for the PSU awards as the Committee believes they best reflect a mean for monitoring the management team’s execution of our long-term strategy aimed at delivering greater value to stockholders, and ensuring a strong alignment between management and stockholders.

With respect to the gross margin percentage metric, 50% of the shares will be earned if the threshold performance level (gross margin percentage equal to 37%) is achieved, the target (100%) of the shares will be earned if the target performance level (gross margin percentage equal to 38%) is achieved, and 200% of the shares will be earned if the outperform performance level (gross margin percentage equal to 40%) is achieved. If performance for the gross margin percentage metric is below the threshold performance level, no portion of the PSUs subject to the gross margin percentage metric will be earned.

Gross margin percentage is defined as revenue less cost of goods sold divided by revenue times one hundred. The gross profit may, at the Committee’s discretion, exclude any acquisition related charges (which would include amortization subsequent to an acquisition transaction) and any other unusual, non-recurring gain or loss that is separately identified in our financial statements. Financial achievement falling between the specified levels will be interpolated linearly between performance levels for the gross margin percentage metric

The stock price portion of the PSU awards is earned based on achievement of compound annual growth rate targets, with the starting point equal to the average closing stock price over the 20 calendar days preceding the grant date of the award, with performance to be determined as follows: 50% of the shares will be earned if the threshold performance level (10% CAGR) is achieved, the target (100%) of the shares will be earned if the target performance level (20% CAGR) is achieved, and 200% of the shares will be earned if the outperform performance

level (40% CAGR) is achieved. If performance for the stock price CAGR metric is below the threshold performance level, no portion of the PSUs subject to the stock price CAGR metric will be earned. Any earned shares will be immediately vested upon the attainment of the performance metric at the end of the three-year performance period. Performance against the stock price portion of the PSU award will be assessed as of September 15, 2024 (or the next following date if September 15, 2024 is a non-trading day) and will be based on the average closing stock price over the preceding 20 calendar days. Achievement falling between the specified levels will be interpolated linearly between performance levels for the stock price CAGR metric, measured at 2.5% intervals between performance levels.

As a means of ensuring Mr. Davis’ retention and continued commitment to our Company, in August 2019 the independent members of our Board granted Mr. Davis a one-time performance-based restricted stock award having a value of $10,000,000, resulting in a grant of 358,294 restricted shares based on the fair market value of our Common Stock on the date of grant. The award only vests subject to attaining free cash flow goals over three one-year performance periods as follows:

Awards are earned and vest on the second and third anniversaries of the grant date as set forth in the table above. In the event the free cash flow goal for a given performance year is not attained, the shares of our Common Stock eligible to be earned for such year will remain eligible to vest on August 15, 2022 if cumulative free cash flow for fiscal years 2020, 2021, and 2022 equals or exceeds $195 million.

“Free cash flow” is calculated as cash flow from operations, less capital expenditures, as reported to and accepted by our Board or the Committee. In setting the performance levels for this award, the Committee evaluated historical performance and considered potential future strategic investments.

In early fiscal 2021, the Committee determined that our fiscal 2020 free cash flow was $35.4 million, which resulted in Mr. Davis not earning the initial one-third of the shares subject to this award. Nonetheless, these shares may vest on August 15, 2022, if the cumulative free cash flow for fiscal years 2020, 2021 and 2022 equals or exceeds an aggregate $195 million threshold for such three-year period.

In early fiscal 2022, the Committee determined that our fiscal 2021 free cash flow was $81.9 million, which resulted in Mr. Davis earning the second one-third of the shares subject to the award, or 119,431 shares of our Common Stock.

In early fiscal 2023, the Committee determined that our cumulative free cash flow over the three-year performance period was $256.6 million, which exceeded the cumulative metric for the award of $195.0 million. Accordingly, the remaining two-thirds of the shares of Common Stock subject to the award (which included the 119,431 shares from the initial one-third of the shares subject to the award and the 119,431 shares from the final one-third of the shares subject to the award), or 238,863 shares, were earned at the conclusion of fiscal 2022.

It is important to note that based on stockholder feedback, we have discontinued use of cumulative metrics that allow for the ability to earn missed payouts in the future.

We maintain a non-qualified deferred compensation plan, or the Deferred Compensation Plan, under which our NEOs are eligible to elect to defer the receipt of up to 50% of their annual base salary and up to 100% of any annual incentive bonus until retirement. Earnings are credited on deferred amounts based upon a variety of investment options that may be elected by each participant. We do not make any contributions to the Deferred Compensation Plan. Certain information with respect to amounts deferred by our NEOs under this plan is set forth in our “Fiscal 2022 Non-Qualified Deferred Compensation Table” below.

We maintain a Section 401(k) Savings/Retirement Plan, or the 401(k) Plan, in which certain of our employees, including our NEOs, are eligible to participate. All employees, including our NEOs, are automatically enrolled in the 401(k) Plan at a 3% deferral rate with the ability to opt-out. The 401(k) Plan allows participants to defer a portion of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code. Effective January 1, 2022, our matching contributions are equal to $0.50 for each dollar of a participant’s contributions on the first 5% of eligible salary that they contribute each pay period, subject to certain statutory limits. Prior to that date, our matching contributions were equal to $0.50 for each dollar of a participant’s contributions on the first 4% of eligible salary that they contribute each pay period.