DEF 14A of Strategic Education, Inc., Mar 11, 2024

DEF 14A of Strategic Education, Inc.

Filed Mar 11, 2024 · FY20230001104659-24-032963

Open on EDGAR

  1. Election of Directors

    Election of Directors We are requesting that the stockholders elect thirteen members to the Board of Directors at the Annual Meeting to serve until the 2025 Annual Meeting. The Board of Directors has adopted a Majority Vote Policy for director elections. Under this policy, in the case of uncontested elections, each director is elected by a majority of the votes cast with respect to the director. Any director who fails to receive the requisite majority vote would be required to promptly offer his or her resignation and the Board, following the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), would have up to 90 days to decide whether to accept such offer, during which time the director nominee would continue to serve on the Board as a “holdover” director. A copy of this policy is available on our website at www.strategiceducation.com. The Nominating Committee regularly performs an assessment of the skills, experience and perspectives needed on the Board to properly oversee management and protect the interests of long-term stockholders. To that end, the Nominating Committee reviews both the short- and long-term strategies of the Company to determine what current and future skills, experience and perspectives are required of the Board as a whole to appropriately exercise its oversight function. As part of its thoughtful Board refreshment and succession plan, the Nominating Committee also seeks to maintain an appropriate mix of short-, medium- and long-term directors to ensure that there is a balance between institutional knowledge and fresh perspectives. To achieve this balance, six new independent directors have been appointed to the Board in the last six years. The Nominating Committee considers many factors when evaluating candidates for the Board. The most important are true independence, business savvy, a stockholder orientation, and genuine interest in the Company. By true independence we mean the willingness to challenge a forceful, talented CEO and management team even against the backdrop of their excellent track record. Candidates with this trait are both very valuable and hard to find — they are invariably of the highest character and integrity. Commercial or business savvy is also crucial — the combination of these is critical to ensure independent oversight of management. The Nominating Committee strives for the Board to be comprised of directors with a diversity of experience, expertise, and personal backgrounds. The Nominating Committee considers each prospective director’s skills, specialized expertise, level of education, business experience, broad-based business acumen, experience at strategy development and policy-setting, and direct ownership of the Company’s shares. The Nominating Committee also focuses on the prospective director’s understanding that maintaining the high academic quality of the educational programs offered by the Company’s subsidiaries, including two U.S.-based accredited institutions, Strayer University and Capella University, as well as the Company’s more recently acquired Australia-based Torrens University, is central to maintaining and growing the Company’s value. It is perhaps obvious, though worth noting, that the criteria for service on the Boards of Trustees of Strayer University and Capella University, and on the Board of Directors of Torrens University, while sharing some of the same criteria as the Company’s Board, are different, and that it is important to have some individuals who can serve on both the Company’s Board and a university board effectively. Depending upon the current needs of the Board, certain factors may be weighed more or less heavily by the Nominating Committee. In considering candidates for the Board, the Nominating Committee considers the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met. However, the Nominating Committee does believe that all members of the Board should have the highest character and integrity; a track record of working constructively with others; sufficient time to devote to Board matters; and no conflict of interest that would interfere with performance as a director. In addition, the Nominating Committee believes that the ability of individual Board members to work constructively together is a key element of Board effectiveness. The outcome of our director nomination process is a suite of directors who contribute varied expertise and experience, as well as diversity of thought, backgrounds and perspectives as well as gender and race/ethnicity. Our Board Diversity Matrix is available on our website at www.strategiceducation.com. The Nominating Committee will consider recommendations from common stockholders that are submitted in writing to the Company, provided that such common stockholders (i) beneficially own more than 5% of the Company’s common stock or (ii) have beneficially owned more than 1% of the Company’s common stock for at least one year. Stockholders meeting such criteria may recommend candidates for consideration by the Nominating Committee by writing to Ms. Lizette B. Herraiz, Corporate Secretary, Strategic Education, Inc., 2303 Dulles Station Blvd., Herndon, Virginia 20171, giving the candidate’s name, contact information, biographical data and qualifications, as well as any evidence that the stockholder satisfies the criteria set forth above. On an annual basis the Board solicits its largest and longest holding stockholders for recommendations on nominees to serve on the Board. All such recommendations will be treated confidentially and brought to the attention of the Nominating Committee in a timely fashion. The Nominating Committee does not evaluate candidates differently based on who has made the proposal or recommendation. Once it has been determined that a candidate meets the Board’s initial criteria, there is a selection process which may include, but not be limited to, background and reference checks and interviews with not only the Nominating Committee but other Board members, executive management and other professionals such as the Company’s auditors or outside counsel, as deemed necessary. Stockholders who wish to formally nominate a director for election at an annual meeting of the stockholders of the Company must also comply with the Company’s Bylaws regarding stockholder proposals and nominations. See “Stockholder Proposals and Nominations” contained in this proxy statement. The Board of Directors recommends that stockholders vote “For” the nominees listed below. The following table and text presents information as of the date of this proxy statement concerning persons nominated for election as directors of the Company.

  2. Nominees for Directors

    Nominees for Directors

  3. Nominees for Directors

    | Name/Title | Age | Board Committees | Independent Director/ Nominee | Year first elected to Strategic Board | | Robert S. Silberman, Chairman | 66 | — | | 2001 | | Dr. John T. Casteen, III,(a) Director | 80 | Nominating (Chair) | ✓ | 2011 | | Dr. Charlotte F. Beason, Director | 76 | Nominating | ✓ | 1996 | | Rita D. Brogley, Director | 58 | Compensation (Chair) | ✓ | 2018 | | Viet D. Dinh,(b) Director | 56 | — | ✓ | 2023 | | Robert R. Grusky, Director | 66 | Nominating | ✓ | 2001 | | Jerry L. Johnson, Director | 53 | Audit* | ✓ | 2021 | | Karl McDonnell, Chief Executive Officer & Director | 58 | — | | 2011 | | Dr. Michael A. McRobbie, Director | 73 | Compensation | ✓ | 2021 | | William J. Slocum, Director | 46 | Audit*, Compensation | ✓ | 2021 | | Dr. Benjamin E. Sasse,(c) Nominee for Director | 52 | — | ✓ | N/A | | Michael J. Thawley, Director | 73 | Nominating | ✓ | 2022 | | G. Thomas Waite, III, Director | 72 | Audit (Chair)* | ✓ | 1996 |

  4. Nominees for Directors

    (a) Dr. Casteen is presently serving as the Board’s Presiding Lead Independent Director. (b) Mr. Dinh was identified as a candidate by the Chairman, and unanimously elected to the Board of Directors, upon the unanimous recommendation of the Nominating Committee, with service beginning on September 1, 2023. (c) Dr. Sasse was identified as a candidate by the Chairman, and unanimously recommended by the Nominating Committee of the Board of Directors. The Board of Directors unanimously approved his nomination for election at the Annual Meeting. * Audit Committee Financial Expert as defined by SEC rules, based on their education, experience, and background.

  5. Nominees for Directors

    | | Mr. Robert S. Silberman has been a Director of the Company since March 2001 and serves as Chairman of the Board. He previously served as Executive Chairman of the Board from 2013 to 2023 and as Chairman of the Board from February 2003 to 2013. He was the Company’s Chief Executive Officer from March 2001 to 2013. From 1995 to 2000, Mr. Silberman served in a variety of senior management positions at CalEnergy Company, Inc., including as President and Chief Operating Officer. From 1993 to 1995, Mr. Silberman was Assistant to the Chairman and Chief Executive Officer of International Paper Company. From 1989 to 1993, Mr. Silberman served in several senior positions in the U.S. Department of Defense, including as Assistant Secretary of the Army. He serves as Chairman of the Board of Directors of Par Pacific Holdings, and served on the Board of Directors of Twenty-First Century Fox, Inc. from 2013 to 2019 and as Lead Director of the Board of Covanta Holding Company from 2016 to 2021. He is a member of the Council on Foreign Relations. Mr. Silberman holds a bachelor’s degree in history from Dartmouth College and a master’s degree in international policy from The Johns Hopkins University. Mr. Silberman has been a driving force behind the growth of the Company. He leads the Board with a deep appreciation of the Company’s history, a focused strategic vision for its future, and a broad understanding of the economic, regulatory, and demographic factors affecting the Company. The Nominating Committee believes that based on his experience and expertise in business management, leadership of large organizations, financial management, public policy, governmental affairs, academic policy, educational leadership, and stewardship of stockholder capital, Mr. Silberman should serve as a director of the Company. | | | Dr. John T. Casteen, III is the President Emeritus and a retired University Professor and Professor of English at the University of Virginia, where he taught courses in literature, cultural history, and public policy. He served as President of the University of Virginia from 1990 through 2010. He was President of the University of Connecticut from 1985 to 1990. From 1982 to 1985, Dr. Casteen served as the Secretary of Education for the Commonwealth of Virginia. He has chaired the boards of both the College Entrance Examination Board and the Association of American Universities. Dr. Casteen served on the board of directors of Altria Group, Inc. from 2010 to 2022. Dr. Casteen has been a member of the Board since 2011, and is the Chair of the Nominating Committee of the Board. Dr. Casteen holds a bachelor’s degree, master’s degree and a Ph.D. in English from the University of Virginia, as well as several honorary degrees, including degrees from the Universities of Athens (Greece) and Edinburgh (Scotland) and two community colleges in Virginia. Dr. Casteen presently serves as the Presiding Lead Independent Director. The Nominating Committee believes that based on his experience and expertise in educational leadership, educational policy, academic affairs, and government affairs, Dr. Casteen should serve as a director of the Company. |

  6. Nominees for Directors

    | | Dr. Charlotte F. Beason is a consultant in education and health care administration. She was Executive Director of the Kentucky Board of Nursing from 2005 to 2012. From 2000 to 2003, Dr. Beason was Chair and Vice Chair of the Commission on Collegiate Nursing Education (an autonomous agency accrediting baccalaureate and graduate programs in nursing). From 1988 to 2004, Dr. Beason was with the Department of Veterans Affairs, first as Director of Health Professions Education Service and the Health Professional Scholarship Program, and then as Program Director, Office of Nursing Services. Dr. Beason has served on our Board since 1996 and is a member of the Nominating Committee. She is also Chairwoman of the Strayer University Board of Trustees, and serves on the Board of Trustees of Berea College. Dr. Beason holds a bachelor’s degree in nursing from Berea College, a master’s degree in psychiatric nursing from Boston University and a doctorate in clinical psychology and public practice from Harvard University. Dr. Beason’s record of leadership in education, accreditation, and public administration provides the Board with insight and experience in building and maintaining the quality of Strayer University. The Nominating Committee believes that based on her experience and expertise in academic matters, educational policy, organizational administration, and governmental affairs, Dr. Beason should serve as a director of the Company. | | | Ms. Rita D. Brogley is an experienced executive and entrepreneur in both early stage and large public companies. From 2016 to 2019 Ms. Brogley was the Head of Global Enterprise Partnerships for Facebook’s Messaging Platforms. Prior to that, Ms. Brogley served as President and CEO of MyBuys, a marketing technology company, from 2012 until its merger with Magnetic in 2015. From 2008 to 2011, Ms. Brogley was the CEO of Amadesa, a technology provider of website testing and optimization, and from 2000 to 2002, she served as the President and CEO of Moxi Digital, a digital home software and hardware company. Ms. Brogley served as Director of Business Development and Marketing Europe for Microsoft TV from 1997 to 2000 and was a management consultant with Bain and Company from 1995 to 1997. Ms. Brogley presently serves on the Board of Trinity Health, a healthcare system with headquarters in Michigan, and is the Chair of its Audit Committee, and on the Board of Narvar, Inc. Ms. Brogley served on the Board of Capella Education Company from 2014 until her appointment to the Board of Strategic Education, Inc. on August 1, 2018. She is the Chair of the Compensation Committee of the Board. Ms. Brogley holds a bachelor’s degree in industrial engineering from Northwestern University and a master’s degree in business administration from the Harvard Business School. The Nominating Committee believes that based on her experience as an executive and entrepreneur in both early state and large public companies, and given her vast knowledge of strategy, business development and analytics, Ms. Brogley should serve as a director of the Company. |

  7. Nominees for Directors

    | | Mr. Viet D. Dinh has served as Special Advisor to Fox Corporation since January 2024. He previously served as Chief Legal and Policy Officer of Fox Corporation, where he led all legal, regulatory and government affairs functions, from September 2018 to December 2023. Before that, Mr. Dinh was a partner at two leading law firms, Kirkland & Ellis LLP and Bancroft PLLC, the latter of which he founded. Between 2009 and 2018, while in private practice, he also served as outside general counsel to the Company. Mr. Dinh was a professor at Georgetown University Law Center for 20 years, and was appointed U.S. Assistant Attorney General for Legal Policy from 2001 to 2003. He previously served on the Boards of several public companies, including 21st Century Fox, Revlon, LPL Financial, and Scientific Games. Mr. Dinh was born in Saigon, Vietnam and holds a bachelor’s degree in government and economics from Harvard College and a juris doctor from Harvard Law School. Mr. Dinh joined the Board in September 2023. The Nominating Committee believes that Mr. Dinh’s broad and deep legal expertise, commercial experience, and his familiarity with the Company and its business, are of great value to the Board and that he therefore should serve as a director of the Company. | | | Mr. Robert R. Grusky is the Founder and has been the Managing Member of Hope Capital Management, LLC, an investment manager, since 2000. He co-founded New Mountain Capital, LLC, a private equity firm, in 2000, was a Principal and Member from 2000 to 2005, and a Senior Advisor from 2005 to 2019, and has served as a member of the Executive Leadership Council since then. From 1998 to 2000, Mr. Grusky served as President of RSL Investments Corporation. From 1985 to 1997, with the exception of 1990 to 1991 when he was on a leave of absence to serve as a White House Fellow and Assistant for Special Projects to the Secretary of Defense, Mr. Grusky served in a variety of capacities at Goldman, Sachs & Co., first in its Mergers & Acquisitions Department and then in its Principal Investment Area. He also serves on the Board of Directors of AutoNation, Inc. Mr. Grusky has served on our Board since 2001, and is on the Nominating Committee. He holds a bachelor’s degree in history from Union College and an MBA from Harvard Business School. The Nominating Committee believes that Mr. Grusky’s owner orientation, understanding of the financial markets and his extensive experience as an investment manager and executive are tremendous assets to the Board and that he should serve as a director of the Company. | | | Mr. Jerry L. Johnson currently serves as a Partner at the Halifax Group, a private investment company, and has worked with Halifax Group as an Operating Executive since 2020. Mr. Johnson was previously Senior Vice President of Strategy, Corporate Development and Investor Relations at EnPro Industries, a manufacturer of proprietary engineered products. Mr. Johnson is a founding member and previously served as a Partner at RLJ Equity Partners since 2007. His career also includes service as a White House Fellow, and as a management consultant at McKinsey & Company. Mr. Johnson previously served on the Board of Directors of Command Security Corporation from 2017 through February of 2019. Mr. Johnson graduated from the University of Tennessee with a bachelor’s degree in chemical engineering, holds an MBA from Harvard Business School, and serves on The Council of Foreign Relations. Mr. Johnson has served on our Board since January 2021, and serves on the Audit Committee. The Nominating Committee believes that based on his experience in finance, corporate development, investment, and general management, Mr. Johnson should serve as a director of the Company. |

  8. Nominees for Directors

    | | Mr. Karl McDonnell was named Chief Executive Officer of the Company in May 2013, and served as President and Chief Operating Officer from 2006 to 2013. Prior to joining the Company, Mr. McDonnell served as Chief Operating Officer of InteliStaf Healthcare, Inc., one of the nation’s largest privately-held healthcare staffing firms. Prior to his tenure at InteliStaf, he served as Vice President of the Investment Banking Division at Goldman, Sachs & Co. Mr. McDonnell has held senior management positions with several Fortune 100 companies, including The Walt Disney Company. Mr. McDonnell has served on the Board since 2011. Mr. McDonnell holds a bachelor’s degree from Virginia Wesleyan College and a master’s degree in business administration from Duke University. The Nominating Committee believes that based on his experience and expertise in general management, leadership of large organizations, financial management and human capital development, Mr. McDonnell should serve as a director of the Company. | | | Dr. Michael A. McRobbie serves as University Chancellor, President Emeritus, and University Professor at Indiana University (IU). He previously served as the 18th President of IU, one of the largest universities in the U.S., from July 1, 2007 until his retirement on June 30, 2021. Dr. McRobbie served as a vice chair of the board of directors of Indiana University Health System until his retirement from IU. A native of Australia, Dr. McRobbie holds a bachelor of arts degree with first class honors from the University of Queensland, and a Ph.D. from Australian National University. Dr. McRobbie joined the Board in July of 2021 and serves on the Compensation Committee. Dr. McRobbie also serves on the Board of Directors of Torrens University of Australia. The Nominating Committee believes that based on his experience and expertise in higher education and with education policy, as well as his familiarity with the Australian education and political system, Dr. McRobbie should serve as a director of the Company. | | | Dr. Benjamin E. Sasse has served as President of the University of Florida in Gainesville, Florida since February 2023 and previously served as president of Midland University in Fremont, Nebraska from 2010 to 2014. He has taught at Yale University, the University of Texas, and Midland University. In addition to his academic career, Dr. Sasse has served in several policymaking roles in the United States government, including in the Department of Health and Human Services and the Office of Legal Policy in the Department of Justice, and he served in the United States Senate from January 2015 to January 2023. Dr. Sasse is a two-time New York Times national best-selling author. Dr. Sasse earned a bachelor’s degree in government from Harvard University, a Master of Arts in liberal studies from St. John’s College, and master’s and doctoral degrees in American history from Yale University. The Nominating Committee believes that based on his extensive experience and expertise in higher education as well as his experience in public policy at the highest levels of government, Dr. Sasse should serve as a director of the Company. |

  9. Nominees for Directors

    | | Mr. William J. Slocum is a partner of Inclusive Capital Partners, L.P., an investment manager founded in 2020 focused on companies solving environmental and social challenges through for-profit business models. Mr. Slocum has served as a director of Ingevity Corporation since 2022. Previously, he was a portfolio manager at Golden Gate Capital, which he joined in 2011. Mr. Slocum led public-equity investments for the Golden Gate Capital Opportunity Fund and for the Emerald Gate Equities Portfolio, employing a concentrated, long-term approach across the firm’s industry verticals. In addition to his portfolio management role, he served on Golden Gate Capital’s private-equity investment review committee, and on the board of managers and compensation committee of Williston Financial Group, a title insurance and real-estate technology company licensed in 49 states. Prior to joining Golden Gate Capital, Mr. Slocum worked as a vice president at ValueAct Capital Management. Before ValueAct, Mr. Slocum worked in private equity at Parthenon Capital Partners and in strategy consulting at Bain & Company. Mr. Slocum was elected to the Board in April of 2021, and serves on the Audit Committee and the Compensation Committee. Mr. Slocum earned a BA in economics and graduated magna cum laude from Williams College, where he was inducted into Phi Beta Kappa, and he earned an MBA, with distinction, from Harvard Business School. The Nominating Committee believes that based on his experience with one of the Company’s largest stockholders, as well as his experience as a portfolio manager, managing investments and as a strategic consultant, Mr. Slocum should serve as a director of the Company. | | | Mr. Michael J. Thawley most recently served as Vice Chairman of Capital Group International, part of Capital Group Companies, which is a fund management company with over $2 trillion under active management, having retired from that position on August 31, 2022. He continued to serve as Vice Chairman of Capital International Fund until his retirement from that position in 2023. He previously held several senior positions in the Australian government, including Secretary of the Department of the Prime Minister and Cabinet from 2014 through 2016. He served as Australia’s ambassador to the United States from 2000 to 2005. Mr. Thawley entered the Australian foreign service in 1972 and served at embassies throughout the world. Mr. Thawley was born in London and was educated at Australian National University and Surrey University. He was appointed an officer in the Order of Australia in 2006 for services advancing Australia’s strategic and economic interests. He has served on the Board since September 2022 and serves on the Nominating Committee. Mr. Thawley was elected to the Board of Directors of Torrens University in December 2023. The Nominating Committee believes that based on his experience at high levels of government, his experience with financial management and general management, his understanding of the perspectives of institutional investors, his business acumen, and his familiarity with the Australian political system, Mr. Thawley should serve as a director of the Company. |

  10. Nominees for Directors

    | | Mr. G. Thomas Waite, III, now retired, was the Treasurer and Chief Financial Officer of the Humane Society of the United States, a global animal protection organization, from 1997 to 2020. He was employed as Controller of the Society beginning in 1993. After serving 14 years as controller, and later asset manager, with local real estate firms in the Washington Metropolitan Area, he joined the National Housing Partnership as Director of Commercial Management in 1992. Prior to this, he was engaged in the practice of public accounting with Main LaFrentz & Company (formerly affiliated with, and subsequently merged into, KPMG). Mr. Waite has served on the Board since 1996, is Chair of the Audit Committee and is a former member of the Strayer University Board of Trustees. He holds a bachelor’s degree in commerce (accounting concentration) from the University of Virginia and is a Certified Public Accountant, and a Chartered Global Management Accountant. Mr. Waite’s leadership in the philanthropy and the nonprofit sector is indispensable in helping the Company fulfill its mission of providing quality education to working adults. His experience as chief financial officer and public accountant brings to the Board a seasoned voice in matters of accounting and governance that is a tremendous asset to the Board and the committees on which he serves. The Nominating Committee believes that based on his experience and expertise in financial matters, accounting and audit, and educational management, Mr. Waite should serve as a director of the Company. |

  11. Director Compensation

    Director Compensation The Company’s director compensation program is designed to: • Align the interests of the Company’s directors with long-term stockholder interests; • Ensure the Company can attract and retain outstanding director candidates who meet the criteria outlined in this proxy statement; • Recognize the time commitments necessary to oversee the Company; and • Support the independence of thought required for a director to oversee the creation of sustainable stockholder value. The Nominating Committee reviews non-employee director compensation regularly and the resulting recommendations are presented to the full Board for discussion and approval. Current director compensation is as follows: • Annual Retainer. In April 2021, after extensive review and recommendation by the Nominating Committee, outside director compensation was increased for the first time since 2010. Since April 2021, each eligible director is paid an annual fee of $200,000. At least 60% (or $120,000) of the annual fee must be paid in shares of restricted stock of the Company to ensure the alignment of the interests of directors with those of long-term stockholders. Restricted stock is issued to directors on the date of the annual meeting as part of their annual retainer. The restricted shares vest over three years, with one-third of the shares vesting on each anniversary of the grant date. Directors may choose to receive the remaining 40% of their annual retainer ($80,000) in either restricted stock or in cash, paid in quarterly installments. Prior to this change, the annual fee was $150,000, with 50% paid in shares of restricted stock and the remainder paid as a cash retainer. In the event any director retires or resigns from the Board, the Board of Directors may, in its discretion, waive the remaining vesting period(s) for all or any portion of unvested restricted shares, provided that the departing director has served at least five years on the Board. Additional Fees. The Presiding Lead Independent Director receives an additional annual fee of $10,000. The Audit Committee Chair receives an additional annual fee of $15,000, and the Nominating Committee and Compensation Committee Chairs receive an additional annual fee of $10,000 each. Members of the Audit Committee receive an additional annual fee of $5,000. The Board may also approve additional fees for other board-related service. Reimbursement of Expenses. Directors are reimbursed for out-of-pocket expenses incurred in connection with their attendance at Board and Committee meetings. As described above, a significant portion of director compensation is paid in restricted stock to align director compensation with the long-term interests of stockholders. While on the Board, non-employee directors receive the same cash dividends on restricted shares as a holder of common stock should they be declared and paid in the future. The following table sets forth compensation for each non-employee director for the fiscal year ended December 31, 2023. Messrs. Silberman and McDonnell do not receive any additional compensation for their service as directors of the Company. Information regarding the compensation for Messrs. Silberman and McDonnell is reflected in the “Summary Compensation Table” set forth below in this proxy statement.

  12. Director Compensation Table

    Director Compensation Table

  13. Director Compensation Table

    | Name(a) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | Dr. John T. Casteen, III(d) | 100,000 | 120,000 | — | 220,000 | | Dr. Charlotte F. Beason | 80,000 | 120,000 | — | 200,000 | | Rita D. Brogley | 90,000 | 120,000 | — | 210,000 | | Viet D. Dinh(e) | — | 137,000 | — | 137,000 | | J. Kevin Gilligan(f) | 20,000 | — | — | 20,000 | | Robert R. Grusky | 82,500 | 120,000 | — | 202,500 | | Jerry L. Johnson | 82,500 | 120,000 | — | 202,500 | | Dr. Michael A. McRobbie | 80,000 | 120,000 | 25,000 | 225,000 | | William J. Slocum | 85,000 | 120,000 | — | 205,000 | | Michael J. Thawley | 80,000 | 120,000 | — | 200,000 | | G. Thomas Waite, III | 95,000 | 120,000 | — | 215,000 |

  14. Director Compensation Table

    (a) Dr. Sasse has been nominated for election at the Annual Meeting, and thus did not receive any compensation in 2023. (b) Amounts represent the aggregate grant date fair value determined based on the closing price of the Company’s common stock on the grant date in accordance with FASB ASC Topic 718. (c) Dr. McRobbie was appointed to the Board of Directors of Torrens University and related entities on September 8, 2023. Given the additional time commitment related to serving on Boards for our Australia and New Zealand (“ANZ”) entities, Dr. McRobbie receives an additional $50,000 per year ($12,500 quarterly) in cash fees. (d) Dr. Casteen is presently serving as the Board’s Presiding Lead Independent Director. (e) Mr. Dinh was appointed to the Board effective September 1, 2023, and elected to receive the pro rata cash retainer portion of his director fees in equity. (f) Mr. Gilligan was not nominated for re-election at the 2023 Annual Meeting of Stockholders and only served through April 26, 2023. The following table sets forth the number of outstanding stock awards held by each non-employee director at December 31, 2023.

  15. Committee Memberships

    Committee Memberships

  16. Committee Memberships

    | Audit | Compensation | Nominating | | G. Thomas Waite, III, Chair Jerry L. Johnson William J. Slocum | Rita D. Brogley, Chair Dr. Michael A. McRobbie William J. Slocum | Dr. John T. Casteen, III, Chair Dr. Charlotte F. Beason Robert R. Grusky Michael J. Thawley |

  17. Committee Memberships

    The Audit Committee The Audit Committee currently consists of Messrs. Waite (Chair), Johnson, and Slocum. Prior to April 26, 2023, the Audit Committee consisted of Messrs. Waite, Grusky, and Slocum. The Audit Committee met five times during 2023. The Audit Committee assists the Board in its oversight of the quality and integrity of our accounting, auditing, and reporting practices. Pursuant to the Audit Committee charter, the Audit Committee performs a variety of tasks, including being directly responsible for the appointment (subject to advisory stockholder ratification), compensation, and oversight of the Company’s independent registered public accounting firm. The Audit Committee also, among other things, reviews the Company’s accounting policies, unaudited quarterly earnings releases, and periodic filings with the Securities and Exchange Commission (the “SEC”), including the Company’s financial statements, and regularly reports to the Board of Directors. In addition, the Audit Committee assesses the Company’s enterprise risk management and cybersecurity risk management, and reviews and reports to the Board of Directors on efforts taken to mitigate such risks. The Audit Committee relies on the expertise and knowledge of management, the internal auditor, and the independent auditors in carrying out its oversight responsibilities. More recently, the Audit Committee has been tasked with oversight of the Company’s Environmental, Social and Governance disclosures. The Audit Committee has a written charter, which was last amended on February 28, 2024. The Company will provide a copy of the Audit Committee charter to any person without charge, upon request. Persons wishing to make such a request should contact Lizette B. Herraiz, Senior Vice President and General Counsel, 2303 Dulles Station Blvd., Herndon, VA 20171, (703) 561-1600. In addition, the Audit Committee charter is available on the Company’s website, www.strategiceducation.com. The Board of Directors has determined that all of the members of the Audit Committee are independent, as independence is defined under the Nasdaq Listing Standards and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Board of Directors has determined that each of Messrs. Johnson, Slocum and Waite qualifies as an “audit committee financial expert,” as defined by SEC rules, based on their education, experience, and background. A report of the Audit Committee is included below in this proxy statement. The Compensation Committee The Compensation Committee currently consists of Ms. Brogley (Chair), Dr. McRobbie, and Mr. Slocum. Prior to April 26, 2023, the Compensation Committee consisted of Ms. Brogley (Chair), Mr. Johnson, and Dr. McRobbie. The Compensation Committee met five times during 2023. The Compensation Committee is responsible for evaluating, and recommending to the full Board for approval, the compensation of the Chairman, the CEO, and other officers of the Company. The Compensation Committee is responsible for determining compensation policies and practices, changes in compensation and benefits for management, employee benefits, and all other matters relating to employee compensation, including matters relating to stock-based compensation, subject to the approval of the full Board. The Compensation Committee has the authority to retain and terminate any compensation consultant to be used by it to assist in the evaluation of director and executive compensation. During 2023 approximately $30,800 was paid to Equilar, Inc., to benchmark compensation for the executive officers, including the CEO and CFO positions. The Compensation Committee may form and delegate any of its authority to one or more subcommittees as it deems appropriate. For a discussion of the role of the Chairman and the CEO in determining or recommending the amount or form of executive compensation, see “Compensation Discussion and Analysis” below. The Compensation Committee has adopted a written charter, which was last amended on February 28, 2024, a copy of which the Company will provide to any person without charge, upon request. Persons wishing to make such a request should contact Lizette B. Herraiz, Senior Vice President and General Counsel, 2303 Dulles Station Blvd., Herndon, VA 20171, (703) 561-1600. In addition, the Compensation Committee charter is available on the Company’s website, www.strategiceducation.com. The Board has determined that all of the members of the Compensation Committee are independent, as independence is defined under the Nasdaq Listing Standards. The Board also has determined that all of the members of the Compensation Committee qualify as “non-employee” directors as defined by SEC rules. The Nominating Committee The Nominating Committee consists of Dr. Casteen (Chair), Dr. Beason, Mr. Grusky, and Mr. Thawley. Prior to April 26, 2023, the Nominating Committee consisted of Dr. Casteen, Dr. Beason, and Mr. Thawley. The Nominating Committee met three times during 2023. The Nominating Committee is responsible for establishing qualifications for potential directors, considering and recommending prospective candidates for Board membership, recommending the Board committee structure, making recommendations as to director independence, developing and monitoring the Company’s corporate governance principles, and recommending director compensation. The Nominating Committee has a written charter, which was last amended February 25, 2021. The Nominating Committee charter will be made available to any person upon request without charge. Persons wishing to make such a request should contact Lizette B. Herraiz, Senior Vice President and General Counsel, 2303 Dulles Station Blvd., Herndon, VA 20171, (703) 561-1600. In addition, the Nominating Committee charter is available on the Company’s website, www.strategiceducation.com. The Board has determined that all of the members of the Nominating Committee are independent, as independence is defined under the Nasdaq Listing Standards. Under the Company’s Corporate Governance Principles, members of the Board are not permitted to be members of the board of directors of more than four (4) other public companies, excluding boards of directors of companies affiliated with the Company, without approval from the Nominating Committee. In addition, the CEO of the Company shall not be a member of the board of directors of more than two (2) public companies other than the Company, without prior approval from the Nominating Committee. Furthermore, Board members are required to give notification to the Chair of the Nominating Committee prior to accepting new public company directorships, to allow for a review of conflicts of interest and compliance with the above policy. The purpose of this policy is to ensure that directors are able to devote the necessary time and attention to matters pertaining to the Company. The Corporate Governance Principles also require directors, following a significant change in occupation, to notify the Nominating Committee of the change and tender a resignation. The Nominating Committee will then deliberate regarding the change in occupation and recommend to the Board whether to accept the director’s resignation. The tendered resignation is not effective unless and until it is accepted by the Board, and the Board believes that not every change in occupation will necessitate a director’s departure.

  18. Committee Memberships

    The Board of Directors met four times during 2023. Each director attended at least 75% of the meetings of the Board, as well as the meetings of the Board Committees on which he or she served as a member in 2023. At each regularly scheduled meeting of the Board, the non-management directors met in executive session. The Board’s Presiding Lead Independent Director, which is currently Dr. Casteen, presides at these executive sessions. The Company encourages all incumbent directors and director nominees to attend each annual meeting of stockholders. All directors serving at the time attended last year’s annual meeting of stockholders. The Board of Directors consists of a majority of independent directors, as independence is defined under the Nasdaq Listing Standards. The Board of Directors has determined that all members of the Board of Directors, except for Messrs. Silberman and McDonnell, are independent under these standards. The Board of Directors adopted a Code of Business Conduct in February 2004, meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002 and applicable Nasdaq requirements. The Code of Business Conduct was last amended on February 28, 2024, and includes, among other things, provisions prohibiting directors, officers and employees from: insider trading; investing in Company-based derivative securities, including options, warrants or similar rights whose value is derived from the value of an equity security; short selling or pledging the Company’s securities; and trading in the Company’s securities on a short-term basis. The Company will provide to any person without charge, upon request, a copy of such Code of Business Conduct. Persons wishing to make such a request should contact Lizette B. Herraiz, Senior Vice President and General Counsel, 2303 Dulles Station Blvd., Herndon, VA 20171, (703) 561-1600. In addition, the Code of Business Conduct is available on the corporate website, www.strategiceducation.com. In the event that the Company makes any amendment to, or grants any waiver from, a provision of the Code of Business Conduct that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer, controller, or certain other senior officers and requires disclosure under applicable SEC rules, the Company intends to disclose such amendment or waiver and the reasons for the amendment or waiver on the Company’s website, www.strategiceducation.com or, as required by Nasdaq, file a Current Report on Form 8-K with the SEC reporting the amendment or waiver. The Company has a process for stockholders to send communications to the Board of Directors. Any stockholder that wishes to communicate with the Board of Directors may do so by submitting correspondence in writing to the Board, in care of Lizette B. Herraiz, Corporate Secretary, Strategic Education, Inc., 2303 Dulles Station Blvd., Herndon, VA 20171, (703) 561-1600. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder — Board Communication.” All such letters must identify the author as a stockholder. All correspondence from stockholders that (i) beneficially own more than 5% of the Company’s common stock or (ii) have beneficially owned more than 1% of the Company’s common stock for at least one year will be forwarded to the Board without prior review. In addition, communications from all other stockholders will be reviewed by the Chief Executive Officer and the Secretary of the Company and will be forwarded to the Board as appropriate.

  19. COMPENSATION OBJECTIVES

    | WHAT WE DO | WHAT WE DO NOT DO | | ✓ Limit discretion by setting clear quantitative metrics for non-equity incentive compensation, with target payouts as a percentage of base salary for all named executive officers | X No compensation decisions for our NEOs without oversight of independent directors | | ✓ Establish Chief Executive Officer (“CEO”) target annual compensation that is at least 50% performance-based | X No hedging or other investments in derivatives of the Company, and no margin purchases | | ✓ Include robust performance-based criteria for the vesting of equity grants to named executive officers | X No pledging of Company securities | | ✓ Include double-trigger change in control vesting provisions for equity awards | X No excise tax gross-ups upon or following a change in control | | ✓ Clawback incentive compensation based on restated financial statements or performance metrics, regardless of whether the restatement is for miscalculation or misconduct | X No stock option re-pricing | | ✓ Use a representative and relevant peer group to guide compensation | X No perquisites for our NEOs | | ✓ Set robust stock ownership guidelines | X No executive pensions or supplemental executive retirement plan (“SERP”) |

  20. Compensation Policies and Objectives

    Compensation Policies and Objectives In accordance with the Compensation Committee charter, the Company employs the following general policies in determining executive compensation: • It is the policy of the Company that the three primary components of the Company’s compensation package for named executive officers (salary, non-equity incentive compensation, and equity grants) be considered in the aggregate. In other words, the total compensation of our executive officers should be appropriate to their contributions, and the amount of each component should take into account the size of their total compensation package, even if one individual component is larger or smaller than industry average. • The Company believes that compensation of the Company’s key executives should be sufficient to attract and retain highly qualified and productive personnel, as well as to enhance productivity and reward superior performance. • Consistent with Department of Education regulations, the Company seeks to reward achievement of specific corporate goals by providing named executive officers with the opportunity to participate in a non-equity incentive compensation plan with specific, pre-defined corporate goals and target payouts as a percentage of salary, and equity compensation with a required vesting period and robust performance-based vesting criteria. • The Compensation Committee evaluates the extent to which the Company met certain preset performance objectives set annually by the Board to determine whether and/or at what level to pay non-equity incentive compensation. The Compensation Committee makes these assessments based on the Company’s annual financial statements, which are audited by the Company’s independent auditing firm, PricewaterhouseCoopers LLP. Each year, the corporate objectives used to determine incentive compensation eligibility for executives are chosen by the Board of Directors from criteria that were approved by the stockholders of the Company. The criteria used for 2023 were approved by stockholders at the 2018 Annual Meeting of Stockholders of the Company on November 6, 2018. One of the Company’s guiding principles is that its officers and directors think like owners. To this end, the Company has a requirement that within three years of hiring or promotion executive officers own shares equal to the amounts shown in the table below. When the Board increased the compensation of non-management directors in April 2021, it also increased the required share ownership of non-management Directors, and those members of the Board of Directors must now own shares equal to 5x the maximum cash portion of the annual retainer within five years of the date of election. The Board reviews compliance with this policy consistent with historic share ownership, market price fluctuations, and other factors.

  21. Stockholder Outreach

    Stockholder Outreach The Company values our stockholders’ opinions on the effectiveness of our compensation program. At the 2023 Annual Meeting of Stockholders, more than 92% of the votes cast were cast in favor of the advisory resolution to approve the 2022 compensation for the Company’s named executive officers. The Company believes this vote reflected clear stockholder approval of the Company’s pay practices and the absence of any practices that stockholders consider problematic. Additionally, we enhance our compensation program based on stockholder feedback and expectations: • Engage stockholders to receive more and continuing feedback on our compensation program; • Utilize a non-equity incentive compensation plan for all NEOs, with target payouts designated as a percentage of base salary; • Include robust performance criteria for the vesting of all performance-based equity awards; • Provide transparency to the actual performance objectives established by the Board; and • Provide disclosures regarding the objectives and targets used to make determinations on compensation. Throughout 2023, the Company continued our practice of year-round stockholder engagement related to business highlights and governance. This engagement helped us better understand stockholder perspectives on significant issues, including company performance and strategy, our compensation practices, and governance and other topics. At various times during the year, we met with representatives from 43 different institutional investors, who collectively own approximately 8.5 million shares or 35% of the Company’s outstanding shares as of the record date. The Compensation Committee values stockholder feedback provided through both the voting at the annual meeting of stockholders and stockholder outreach and will continue to consider stockholder feedback in the future.

  22. Identification and Analysis of 2023 Compensation Programs

    Identification and Analysis of 2023 Compensation Programs During 2023, the Company’s executive compensation program primarily included salaries, non-equity incentive compensation, and long-term compensation in the form of restricted stock awarded under the Company’s 2018 Equity Compensation Plan. Salary: Salaries for executives other than the Chairman and the CEO are reviewed, approved, and recommended to the full Board annually by the Compensation Committee upon recommendation of the Chairman and the CEO. The Chairman and the CEO have employment agreements which include provisions regarding salary (see “Employment Agreements with Mr. Silberman and Mr. McDonnell” and “Potential Payments upon Termination or Change in Control” sections below) and their salaries are reviewed and approved annually by the Compensation Committee and the Board of Directors. The primary purpose of the base salaries paid to the Company’s NEOs is to pay a fair, market competitive rate in order to attract and retain key executives. As discussed further above in the section titled, “Compensation Policies and Objectives,” the Compensation Committee generally sets salary targets at the midpoint of comparable companies. Non-Equity Incentive Compensation: Non-equity incentive compensation for our named executive officers is determined each year by our Board of Directors upon the recommendation of the Compensation Committee. In determining whether and/or how much non-equity incentive compensation to recommend, the Compensation Committee determines whether, and to what extent, the Company has achieved its annual corporate objectives for the year, compares that achievement against specific, predetermined performance criteria, and calculates the payout relative to target. As befits a company whose main operating assets are institutions of higher education holding the highest possible academic accreditation, these annual corporate objectives include non-financial goals and financial metrics. Of course, even if the Company achieves all of its non-financial and financial objectives in a given year, in the event of a breach of regulatory, legal, or ethical business standards, the Compensation Committee has the authority to eliminate the payment of non-equity incentive compensation for that year. Although the Company’s stock price may fluctuate during the year, the Board strongly believes that management’s responsibility is to create an enduring increase in the long-term value of the Company. By achieving its annual corporate objectives, management will necessarily increase the long-term value of the Company and generate sustainable long-term increases in the value of our equity. Each year, the Board selects annual corporate objectives, which may include performance metrics approved by the stockholders of the Company for purposes of the Company’s equity and non-equity incentive compensation programs. For 2023, the objectives for the named executive officers were chosen based on performance metrics approved by stockholders at the 2018 Annual Meeting of Stockholders, as part of the 2018 Equity Compensation Plan, which amended and restated the 2015 Equity Compensation Plan. While the Board believes that each of the various annual corporate objectives is relevant to the determination of executive compensation, the achievement of any one annual corporate objective would not, in and of itself, result in a specific amount of non-equity incentive compensation being paid to our named executive officers. In establishing the performance targets, the Compensation Committee sets the targets at levels that are realistic, and not guaranteed to be achieved. The target non-equity incentive compensation for the Chief Executive Officer is 125% of base salary, as set forth in his employment agreement. For 2023, the Compensation Committee set target non-equity incentive compensation for other executive officers based on its evaluation of expectations for the positions held and the executives’ ultimate ability to influence the outcomes desired. For the Chief Financial Officer, the Compensation Committee set target non-equity incentive compensation at 100% of base salary. For the General Counsel and Chief Human Resources Officer, the target was set at 75% of base salary. As set forth in his employment agreement (which was amended in 2023 and is described below), Mr. Silberman no longer participates in the Company’s annual non-equity incentive compensation pool. See “Summary Compensation” and “2023 Compensation Decisions” for more information regarding non-equity incentive compensation for 2023. Bonuses for Other Senior Executives: Consistent with Department of Education regulations, the Company has established a bonus plan for senior executives who are not executive officers but who nevertheless meaningfully contribute to the success of the Company’s subsidiaries and the financial health of the Company. Such bonuses, both in cash and in equity, are determined each year by the Compensation Committee based on recommendations from the Chairman and CEO. In determining whether and how much to recommend for such bonuses, the Compensation Committee determines whether and to what extent the Company has achieved its annual corporate objectives for the year, the individual contribution of each executive to such achievement, and other criteria, such as comparable market pay and retention priorities. Equity-based Compensation Program: As discussed above, the Company believes it should, subject to achievement of certain non-financial, financial, and individual objectives, make annual equity grants in order to retain, motivate, and align the interests of those key executive officers, including our NEOs, with stockholders. Equity awards under this program are only made after the Compensation Committee and the full Board of Directors have completed their analysis of both corporate and individual performance described above. For our Chief Executive Officer, we believe that at least 50% of his target total annual compensation should be performance-based equity grants of restricted stock with at least a four-year cliff vest. Equity grants made in 2023 require that Strayer University, Capella University, and Torrens University maintain their accreditation and all required regulatory approvals; that Strayer University and Capella University shall not have lost Title IV eligibility due to a breach of the 90/10 ratio requirement; and that Strayer University and Capella University have cohort default rates below the national average for proprietary institutions. The 90/10 ratio prohibits a proprietary institution from deriving more than 90% of revenues from Title IV funds. The cohort default rate is the federally mandated measure of student defaults on Title IV loans based on a three-year cohort, and an institution may lose eligibility to participate in some or all Title IV programs if, for three consecutive fiscal years, 30% or more of its students default on payments. Setting the maximum at below the average for proprietary schools helps ensure continued eligibility for Title IV funds for Strayer University and Capella University, while at the same time recognizing industry or nationwide conditions that may cause the rates to fluctuate year-to-year. These additional, robust criteria therefore serve the multiple purposes of improving student success, ensuring regulatory compliance, and enhancing the intrinsic value of the Company for its stockholders. We view our equity as very valuable and are reluctant to issue it. Consistent with this view, we only grant equity awards to employees and directors when we believe the Company is getting incremental value (in terms of their service and performance) in return.

  23. Identification and Analysis of 2023 Compensation Programs

    Our restricted stock agreements with employees contain specific clawback provisions. First, to the extent an employee is or becomes subject to a recoupment policy, including the new Recoupment Policy described below, that employee must repay the Company for awards that the Company seeks to recoup under the Policy. Second, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct associated with any financial reporting requirement and the employee at issue (i) engaged in that misconduct, (ii) knowingly failed to prevent the misconduct, (iii) or was grossly negligent in preventing the misconduct, the employee is required to reimburse the Company the amount of any payment received in respect of the award earned or accrued during the 12-month period following the filing of the financial document that contained information affected by the material noncompliance. Third, if the Company is required to prepare an accounting restatement for any reason, then the employee must forfeit any cash or stock received in connection with the award if any amount of the award was based on the achievement of pre-established performance goals that were later determined, as a result of the accounting restatement, not to have been achieved. • Perquisites and Other Personal Benefits: The Company does not offer any perquisites to its named executive officers. Further, named executive officers receive no incremental retirement benefits other than those offered to all employees of the Company. Employment Agreements with Mr. Silberman and Mr. McDonnell: Robert S. Silberman, the Company’s Chairman, has an employment agreement with the Company which, prior to being amended, had an initial term of approximately three years (ending on December 31, 2004), and thereafter, automatically extended for successive one-year periods unless either the Company or Mr. Silberman provided timely notice to the contrary. Mr. Silberman’s employment agreement was amended on May 2, 2013, in connection with his transition from Chief Executive Officer to Executive Chairman, again on April 24, 2014, and again in connection with his transition from Executive Chairman to Chairman on April 26, 2023. Under the agreement, as amended, Mr. Silberman’s initial term of employment is five years (ending on April 26, 2028), and is automatically renewable thereafter for one-year terms unless the Company or Mr. Silberman provides notice otherwise. The amended agreement provides for a base salary of not less than $800,000 per annum (subject to annual cost-of-living increases and any other increases that may be approved by the Board of Directors from time to time). Under the amended agreement, Mr. Silberman does not participate in the Company’s annual non-equity incentive compensation pool, but is eligible to receive annual grants of equity incentive compensation, which grants will be subject to the Company’s equity compensation program in effect from time to time. In the event of Mr. Silberman’s termination without cause, the employment agreement provides for the lump sum payment of three years’ base salary, three years of medical benefits, and immediate accelerated vesting of all previously granted restricted stock and option awards. (Cause is defined in the agreement as (i) the willful and continued failure to perform required duties not cured within thirty days of receiving written notice from the Company detailing such failure, (ii) engaging in willful misconduct which is materially injurious to the Company, (iii) a conviction or no-contest plea with respect to any felony, or (iv) a material breach of the employment agreement not cured within thirty days of receiving written notice from the Company of such breach.) The employment agreement also provides for a double-trigger change of control termination clause, wherein if Mr. Silberman is either (i) terminated by the Company without cause within six months of the effective date of the change of control, or (ii) there is a material reduction in Mr. Silberman’s authority, function, duties, or responsibilities which causes Mr. Silberman’s resignation within six months of the change of control, he would receive all payments to which he would be entitled for any “without cause” termination, as well as a one-time payment of $2,925,000 (an amount equal to three times his most recent non-equity incentive compensation award). Mr. Silberman is not entitled to a gross-up payment for any excise taxes imposed on termination payments. The agreement also contains covenants restricting Mr. Silberman from competing with the Company for six years after his termination of employment and requiring Mr. Silberman to keep the Company’s proprietary information confidential. The Company also entered into an employment agreement on May 2, 2013 with Karl McDonnell in connection with his promotion to Chief Executive Officer, amended that agreement on April 24, 2014, and amended that agreement again on July 26, 2023. Under the employment agreement, as amended, Mr. McDonnell’s term of employment is five years (ending on July 26, 2028) and is automatically renewable thereafter for one-year terms unless the Company or Mr. McDonnell provides notice otherwise. Under the agreement, Mr. McDonnell is given a base salary of $961,175, which is subject to annual cost-of-living increases and any other increases that may be approved by the Board of Directors from time to time. Mr. McDonnell is also eligible to receive a target non-equity incentive compensation amount equal to 125% of base salary for each fiscal year during which he is employed upon meeting certain corporate and financial goals annually approved by the Board. In addition, Mr. McDonnell’s employment agreement provides for an annual restricted share grant, conditioned upon applicable performance criteria as may be established by the Compensation Committee and with a four-year cliff vest. Mr. McDonnell is not entitled to a gross-up payment for any excise taxes which may be imposed on termination payments, and his employment agreement contains severance and restrictive covenant provisions (including a double-trigger change of control termination clause) in line with the provisions set forth in Mr. Silberman’s employment agreement, discussed above. Retirement Compensation Plans: The Company maintains a retirement plan (the “401(k) Plan”) for its U.S.-based employees intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended. The 401(k) Plan is a defined contribution plan that covers eligible full-time and part-time U.S.-based employees of the Company who are at least 21 years of age. The Company, in its discretion, matches employee contributions up to a maximum authorized amount under the plan. In 2023, the Company offered a 100% match on the first 2% of contribution, and a 50% match on the next 2% of the contribution, for a potential Company match of 3% of the employee’s annual salary. The Company offers this plan to enable and encourage its employees to save for their retirement in a tax advantageous way. For ANZ, the Company pays into a superannuation fund for each eligible employee. The Company also maintains an Employee Stock Purchase Plan (the “Employee Purchase Plan”). The purpose of the Employee Purchase Plan is to enable eligible full-time employees of the Company, through payroll deductions, to purchase shares of its common stock at a 10% discount from the prevailing market price from time to time. The Company offers this Employee Purchase Plan to encourage stock ownership by its employees. The Company does not currently provide executives with any supplemental or deferred retirement plans.

  24. 2023 Compensation Decisions

    | Measure | Weight | Target 100% Payout(a) | Stretch 150% Payout | 2023 Results(a) | 2023 Calculated % of Target | Weighted Payout % | | Revenue (in thousands) | 20% | $1,119,000 | $1,174,000 | $1,143,861 | 122.6% | 24.5% | | Operating Income (in thousands) | 20% | $119,000 | $139,000 | $126,590 | 119.0% | 23.8% | | EPS | 20% | $3.40 | $4.00 | $3.78 | 131.7% | 26.3% | | Reduce Average TIV/USHE Student | 15% | — | — | Missed | 0% | 0% | | Reduce Real Estate Footprint | 5% | — | — | Achieved | 100% | 5% | | Non-quantitative Strategic Goals | 20% | — | — | Achieved | 100% | 20% | | Total | 100% | | | | | 99.6% |

  25. 2023 Compensation Decisions

    • Equity-based Compensation: The Company views its equity as very valuable and is reluctant to issue it given the dilutive effect on existing stockholders. The Compensation Committee determines whether and to what extent the NEOs receive grants based on the NEOs’ contributions towards achievement of corporate goals, coupled with the Company’s desire to retain, motivate, and align the interests of NEOs with stockholders’ interests. In February 2023, the Compensation Committee and Board evaluated the achievement of the previous fiscal year’s goals, as well as each executive officer’s individual contributions thereto, in making determinations on executive officer long-term incentive equity grants. Mr. McDonnell was awarded a performance-based restricted share equity grant with a grant date fair value of $3,250,000. Mr. Silberman was awarded a performance-based restricted share equity grant with a grant date fair value of $3,200,000. Also in February 2023, Mr. Jackson received a performance-based restricted share equity grant with a grant date fair value of $2,000,000, and Ms. Herraiz and Ms. Hokenson each received a performance-based restricted share equity grant with a grant date fair value of $1,000,000. For all February 2023 awards, the Compensation Committee determined the grant date fair value based on the closing price of the Company’s common stock on February 21, 2023, the day before the date of grant, due to time zone considerations related to the fact that the grants were approved at a Compensation Committee meeting held in Australia. The size of these awards was determined based on the operating successes of 2022, including the growth at Capella University and Education Technology Services, the successful turnaround performance of Strayer University, and the continued integration and expansion of ANZ. The restricted shares have a 4-year cliff vest and contain robust performance measures as described below. Performance criteria related to the vesting of equity grants made to the named executive officers in 2023 included maintaining all required regulatory approvals and the accreditation of both Strayer University and Capella University, maintaining accreditation and regulatory approvals for Torrens University, and (1) ensuring that Strayer University and Capella University shall not have lost Title IV eligibility due to a breach of the 90/10 ratio requirement, and (2) maintaining the cohort default rates of both Strayer University and Capella University below the national average of proprietary institutions, for each of the fiscal years from 2023 through 2026. The Compensation Committee believes that, while financial metrics are key drivers of short-term performance, the performance criteria underpinning performance-based equity are critical to ensure the long-term sustainability of the Company’s business model. For the previous grants of restricted stock that vested in 2023, the Compensation Committee determined that the performance criteria had been met.

  26. Summary Compensation Table

    Summary Compensation Table The following table sets forth all compensation awarded to the Company’s named executive officers for the fiscal years ended December 31, 2021, 2022, and 2023:

  27. Summary Compensation Table

    | | Year | Salary | Non-Equity Incentive Plan Compensation(a) | Stock Awards(b) | All Other Compensation(c) | Total | | Robert S. Silberman, Chairman | 2023 | $800,000 | $— | $3,200,000 | $9,930 | $4,009,930 | | | 2022 | $780,000 | $975,000 | $2,880,000 | $9,150 | $4,644,150 | | | 2021 | $780,000 | $243,750 | $5,000,000 | $8,700 | $6,032,450 | | Karl McDonnell, Chief Executive Officer & Director | 2023 | $961,175 | $1,196,663 | $3,250,000 | $9,900 | $5,417,738 | | | 2022 | $933,180 | $1,166,475 | $3,360,000 | $9,150 | $5,468,805 | | | 2021 | $906,000 | $283,125 | $5,000,000 | $8,700 | $6,197,825 | | Daniel W. Jackson, Executive Vice President & Chief Financial Officer | 2023 | $574,000 | $571,704 | $2,000,000 | $9,955 | $3,155,659 | | | 2022 | $557,000 | $557,000 | $1,920,000 | $9,150 | $3,043,150 | | | 2021 | $540,000 | $135,000 | $1,000,000 | $8,700 | $1,683,700 | | Lizette B. Herraiz Senior Vice President & General Counsel | 2023 | $486,000 | $363,042 | $1,000,000 | $9,955 | $1,858,997 | | | 2022 | $472,000 | $354,000 | $960,000 | $9,150 | $1,795,150 | | | 2021 | $458,000 | $85,875 | $500,000 | $8,700 | $1,052,575 | | Christa E. Hokenson Senior Vice President & Chief Human Resources Officer | 2023 | $466,000 | $348,102 | $1,000,000 | $9,930 | $1,824,032 | | | 2022 | $452,000 | $339,000 | $960,000 | $9,150 | $1,760,150 | | | 2021 | $438,000 | $54,750 | $500,000 | $8,700 | $1,001,450 |

  28. Summary Compensation Table

    (a) The Non-Equity Incentive compensation reported in this column was earned in fiscal years 2023, 2022, and 2021 and paid in fiscal years 2024, 2023, and 2022, respectively. See “Non-Equity Incentive Compensation” discussion above for additional detail. (b) The amounts shown in this column reflect the grant date fair value determined in accordance with FASB ASC Topic 718. In 2021 and 2022, this grant date fair value was based on the closing price of the Company’s common stock on the grant date. In 2023, grant date fair value was based on the closing price of the Company’s common stock on February 21, 2023. The value of any dividends paid by the Company is assumed to be included in the grant date fair value of each award. All Other Compensation for each named executive officer primarily represents the Company’s matching contribution to the Company’s 401(k) plan.

  29. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth grants of plan-based awards to the Company’s named executive officers for the fiscal year ended December 31, 2023.

  30. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated future payouts under non-equity incentive plan awards(b) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(c) | Vesting Date | | | | Threshold ($) | Target ($) | Maximum ($) | | | | | Robert S. Silberman, Chairman | 2/22/23 | | | | 34,000(a) | 3,200,000 | 2/22/27 | | | — | — | — | — | | | | | Karl McDonnell, Chief Executive Officer & Director | 2/22/23 | | | | 34,531(a) | 3,250,000 | 2/22/27 | | | — | 60,073 | 1,201,469 | 1,201,469 | | | | | Daniel W. Jackson, Executive Vice President & Chief Financial Officer | 2/22/23 | | | | 21,250(a) | 2,000,000 | 2/22/27 | | | — | 28,700 | 574,000 | 574,000 | | | | | Lizette B. Herraiz Senior Vice President & General Counsel | 2/22/23 | | | | 10,625(a) | 1,000,000 | 2/22/27 | | | — | 18,225 | 364,500 | 364,500 | | | | | Christa E. Hokenson Senior Vice President & Chief Human Resources Officer | 2/22/23 | | | | 10,625(a) | 1,000,000 | 2/22/27 | | | — | 17,475 | 349,500 | 349,500 | | | |

  31. Grants of Plan-Based Awards

    (a) These awards of restricted stock vest 100% on February 22, 2027, subject to satisfaction of certain performance criteria as discussed above in the “Equity-based Compensation” section. The closing price of the Company’s common stock was $94.12 on February 21, 2023, which was used as the grant date per share value for these awards. (b) Represents potential cash payments based on the satisfaction of certain objectives as discussed above in the “Non-Equity Incentive Compensation” section. The threshold amount represents satisfaction of the objective with the smallest possible payment, assuming no other objectives are satisfied. The amounts shown in this column reflect the grant date fair value determined in accordance with FASB ASC Topic 718. In 2023, grant date fair value was based on the closing price of the Company’s common stock on February 21, 2023. The value of any dividends paid by the Company is assumed to be included in the grant date fair value of each award.

  32. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth outstanding stock awards of the Company’s named executive officers as of December 31, 2023. There were no outstanding option awards held by the Company’s named executive officers as of December 31, 2023.

  33. Outstanding Equity Awards at Fiscal Year-End

    | Name | Restricted Stock/ Restricted Stock Unit Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Stock at 12/31/23 That Have Not Vested ($)(e) | Restricted Stock Vesting Date | | Robert S. Silberman, Chairman | 2/27/20 | 20,518(a) | 1,895,000 | 2/27/24 | | | 2/25/21 | 55,267(b) | 5,105,000 | 2/25/25 | | | 2/24/22 | 57,542(c) | 5,315,000 | 2/24/26 | | | 2/22/23 | 34,000(d) | 3,141,000 | 2/22/27 | | Karl McDonnell, Chief Executive Officer & Director | 2/27/20 | 20,518(a) | 1,895,000 | 2/27/24 | | | 2/25/21 | 55,267(b) | 5,105,000 | 2/25/25 | | | 2/24/22 | 67,133(c) | 6,201,000 | 2/24/26 | | | 2/22/23 | 34,531(d) | 3,190,000 | 2/22/27 | | Daniel W. Jackson, Executive Vice President & Chief Financial Officer | 2/27/20 | 6,840(a) | 632,000 | 2/27/24 | | | 2/25/21 | 11,054(b) | 1,021,000 | 2/25/25 | | | 2/24/22 | 38,362(c) | 3,543,000 | 2/24/26 | | | 2/22/23 | 21,250(d) | 1,963,000 | 2/22/27 | | Lizette B. Herraiz, Senior Vice President & General Counsel | 2/27/20 | 2,736(a) | 253,000 | 2/27/24 | | | 2/25/21 | 5,527(b) | 511,000 | 2/25/25 | | | 2/24/22 | 19,181(c) | 1,772,000 | 2/24/26 | | | 2/22/23 | 10,625(d) | 981,000 | 2/22/27 | | Christa E. Hokenson, Senior Vice President & Chief Human Resources Officer | 2/27/20 | 3,420(a) | 316,000 | 2/27/24 | | | 2/25/21 | 5,527(b) | 511,000 | 2/25/25 | | | 2/24/22 | 19,181(c) | 1,772,000 | 2/24/26 | | | 2/22/23 | 10,625(d) | 981,000 | 2/22/27 |

  34. Outstanding Equity Awards at Fiscal Year-End

    (a) These awards of restricted stock vested 100% on February 27, 2024, upon the satisfaction of certain performance criteria. The Company’s closing price of common stock was $146.22 on the grant date of these awards. (b) These awards of restricted stock vest 100% on February 25, 2025, subject to the satisfaction of certain performance criteria. The Company’s closing price of common stock was $90.47 on the grant date of these awards. (c) These awards of restricted stock vest 100% on February 24, 2026, subject to the satisfaction of certain performance criteria. The Company’s closing price of common stock was $50.05 on the grant date of these awards. (d) These awards of restricted stock vest 100% on February 22, 2027, subject to the satisfaction of certain performance criteria. The Company’s closing price of common stock was $94.12 on February 21, 2023, which was used as the grant date per share value of these awards. Reflects the market value of unvested awards of restricted stock based on the Company’s closing stock price of $92.37 on December 29, 2023.

  35. Options Exercised and Restricted Stock Vested

    Options Exercised and Restricted Stock Vested The following table sets forth the shares of restricted stock that vested during the fiscal year ended December 31, 2023 for each of the named executive officers and the value realized upon the vesting of such shares. None of the named executive officers exercised options during the fiscal year ended December 31, 2023.

  36. Options Exercised and Restricted Stock Vested

    | Name | Number of Shares Acquired On Vesting (#) | Realized Value On Vesting(1) ($) | | Robert S. Silberman, Chairman | 39,352 | 3,473,208 | | Karl McDonnell, Chief Executive Officer & Director | 39,352 | 3,473,208 | | Daniel W. Jackson, Executive Vice President & Chief Financial Officer | 7,871 | 694,694 | | Lizette B. Herraiz, Senior Vice President & General Counsel | 1,968 | 173,696 | | Christa E. Hokenson Senior Vice President & Chief Human Resources Officer | 1,575 | 139,010 |

  37. Options Exercised and Restricted Stock Vested

    (1) With respect to these awards, realized value was determined by multiplying the number of shares by the Company’s closing price of common stock on February 24, 2023. These shares vested on February 27, 2023 and were valued at $88.26 per share.

  38. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In 2023, Mr. Silberman and Mr. McDonnell were the only named executive officers with employment contracts, and both agreements provide for a double-trigger change of control termination clause. In the event that Mr. Silberman is terminated by the Company without cause, he is entitled to receive a lump sum payment of three years’ salary, which would currently total approximately $2.4 million, and all restricted stock awards previously granted to him shall immediately vest. (Cause is defined in the contract as (i) the willful and continued failure to perform required duties not cured within thirty days of receiving written notice from the Company detailing such failure, (ii) engaging in willful misconduct which is materially injurious to the Company, (iii) a conviction or no-contest plea with respect to any felony, or (iv) a material breach of the employment agreement not cured within thirty days of receiving written notice from the Company of such breach.) If Mr. Silberman is terminated without cause within six months of a change of control, or there is a material reduction in his authority, function, duties, or responsibilities which causes his resignation within six months of a change of control, Mr. Silberman would receive all payments to which he would be entitled for any “without cause” termination, as well as a one-time payment in an amount equal to three times his most recent non-equity incentive compensation award ($2,925,000) (because he no longer is entitled to non-equity incentive compensation, this is based off of his 2022 award). (A change of control is defined in the contract as the acquisition of more than 50% of the voting stock of the Company or the acquisition of combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, completion of a merger or other business combination resulting in a change in control of more than 50% of the voting stock of the Company, election of a substantially different Board of Directors or approval by stockholders of a complete liquidation or dissolution of the Company.) Consistent with the agreement with Mr. Silberman in effect since 2001, Mr. Silberman is entitled to three years of medical benefits following a termination without cause (estimated cost of $45,000). Mr. Silberman is not entitled to a gross-up payment for any excise taxes which may be imposed on termination payments. The agreement also contains covenants restricting Mr. Silberman from competing with the Company for six years after his termination of employment and requiring Mr. Silberman to keep the Company’s proprietary information confidential. In the event that Mr. McDonnell is terminated by the Company without cause, he is entitled to receive a lump sum payment of three years’ salary (which would currently total approximately $2.9 million), up to three years’ medical benefits (estimated cost of $45,000), and all restricted stock awards shall immediately vest. (Cause is defined in the same manner as in Mr. Silberman’s employment agreement.) If Mr. McDonnell is terminated without cause within six months of a change in control, or there is a material reduction in his authority, function, duties, or responsibilities which causes his resignation within six months of a change in control, Mr. McDonnell is entitled to the same payments and benefits as in any other termination without cause, plus three times his latest previous annual non-equity incentive compensation award actually paid (which would currently total approximately $3.6 million). (A change in control is defined in the same manner as in Mr. Silberman’s employment agreement.) Mr. McDonnell is not entitled to a gross-up payment for any excise taxes which may be imposed on termination payments. The agreement also contains covenants restricting Mr. McDonnell from competing with the Company for six years after his termination of employment and requiring Mr. McDonnell to keep the Company’s proprietary information confidential. All stock options and restricted stock awards contain a double-trigger change in control vesting clause. That is, the options and awards vest in connection with a change in control only if such change in control results in (1) termination of employment by the Company without cause within six months of the effective date of the change in control; or (2) the occurrence of a material reduction in the officers’ authority, functions, duties, or responsibilities which causes the executives’ resignation from the Company within six months of the effective date of the change in control. The value attributable to the accelerated vesting of stock-based awards resulting from a termination in connection with a change in control is set forth below, assuming the change of control occurred on December 31, 2023, when the most recent closing price of the Company’s common stock was $92.37.

  39. Potential Payments upon Termination or Change in Control

    | Name | Value Realized Upon Vesting Due to Change in Control with Termination ($) | | Robert S. Silberman | 15,456,000 | | Karl McDonnell | 16,391,000 | | Daniel W. Jackson | 7,159,000 | | Lizette B. Herraiz | 3,517,000 | | Christa E. Hokenson | 3,580,000 |

  40. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Karl McDonnell, our Chief Executive Officer (our “CEO”). For 2023, our last completed fiscal year: • the annual total compensation of our median employee (other than our CEO) was $63,087 including the estimated value of such employee’s health and welfare benefits; and • the annual total compensation of our CEO was $5,436,430, including the estimated value of his health and welfare benefits. Based on this information, for 2023 the ratio of the annual total compensation of Mr. McDonnell, our CEO, to the annual total compensation of our median employee was 86 to 1, which was determined as follows: As permitted by SEC rules, we used the same median employee for our fiscal year 2023 pay ratio calculation as we used for our fiscal year 2022 calculation provided in our proxy statement filed March 14, 2023. We believe it is reasonable to use the same median employee for these purposes because there was no material change in our employee population or in the median employee’s compensation arrangement or other material change that would significantly affect the pay ratio calculation. We used the methodology described below to identify the median employee in fiscal year 2022 and to determine that employee’s annual total compensation. We determined that, as of December 31, 2022, our employee population consisted of approximately 6,428 individuals, with 4,562 located in the United States and 1,866 located in other countries. This population consisted of our full-time faculty, full-time non-faculty staff, part-time and adjunct faculty at Capella University, casual staff (employees who are not guaranteed work, and there is no expectation that there will be work at any given time) at ANZ active during 2022, and Federal Work Study employees at Capella University. For the employees located outside of the United States, compensation was converted to USD$ based on the average exchange rate for 2022. a. We did not include adjunct (and there are no part-time) faculty at Strayer University, because no such adjunct faculty were employed with us on December 31, 2022. Adjunct faculty at Strayer University provide services for a limited period of time during academic quarters, and no adjunct faculty were under contract on December 31, 2022. 3. To identify the “median employee” from our employee population, we compared the total compensation of our employees during 2022 as reflected in our payroll records. a. In making this determination, we annualized the compensation of approximately 801 employees who were hired in 2022 but did not work for us for the entire fiscal year. 4. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying the “median employee.” 5. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, plus the estimated value of the median employee’s health and welfare benefits ($7,025), resulting in annual total compensation of $63,087. 6. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the “Summary Compensation Table” set forth above, plus the estimated value of the CEO’s health and welfare benefits ($18,692). Supplemental Ratio. As noted above, we did not include adjunct faculty at Strayer University in determining our median employee because no such adjunct faculty were employed with us on December 31, 2022. We believe it is appropriate to present a supplemental calculation using the same methodology as above except that it also excludes Capella University adjunct and part-time faculty, Federal Work Study employees, and casual employees at ANZ. Capella University adjunct and part-time faculty, and Federal Work Study employees, provide services for a limited period of time during academic quarters, but contracts are structured such that they were technically employed on December 31, 2022. In addition, casual employees at ANZ are on contract but are not guaranteed work or pay at any given time during the year, and may receive assignments of short duration. Excluding Capella adjunct and part-time faculty, Capella Federal Work Study employees, and casual staff at ANZ, our total employee population was 4,343, and the annual total compensation of our median employee (other than our CEO) was $75,599, including the estimated value of such employee’s health and welfare benefits, resulting in a pay ratio calculation of 72 to 1.

  41. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Company provides the following disclosure for its five most recent fiscal years. The Board and the Compensation Committee did not consider the pay versus performance disclosure below in making their pay decisions for any of the years presented. See “Compensation Discussion and Analysis” above for information about the decisions made by the Board and the Compensation Committee with respect to NEO compensation for the years discussed.

  42. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income(7) | Company- Selected Measure: Revenue(8) | | | | | | | Total Share-holder Return(5) | Peer Group Total Share-holder Return(5)(6) | | | | 2023 | $5,417,738 | $8,182,401 | $2,712,155 | $3,858,985 | $93.01 | $116.06 | $69,791,000 | $1,143,861,000 | | 2022 | $5,468,805 | $10,041,112 | $2,810,650 | $4,730,500 | $76.60 | $88.57 | $46,670,000 | $1,073,853,000 | | 2021 | $6,197,825 | $1,252,419 | $2,442,544 | $596,087 | $54.55 | $98.86 | $55,087,000 | $1,132,123,000 | | 2020 | $4,613,413 | $(1,795,185) | $2,282,923 | $(158,031) | $86.95 | $132.33 | $86,268,000 | $1,004,272,000 | | 2019 | $7,417,025 | $15,194,481 | $2,824,594 | $4,636,643(9) | $142.04 | $98.33 | $81,138,000 | $997,137,000 |

  43. Pay Versus Performance

    (1) In 2023, 2022, 2021, 2020, and 2019, the PEO was Karl McDonnell. (2) The tables below detail the components and amounts included in the “Compensation Actually Paid to PEO”.

  44. Pay Versus Performance

    | Year | Total from Summary Compensation Table | Stock Awards Value from Summary Compensation Table | Incremental Equity Award Fair Value Adjustment(a) | Total | | 2023 | $5,417,738 | $(3,250,000) | $6,014,663 | $8,182,401 | | 2022 | $5,468,805 | $(3,360,000) | $7,932,307 | $10,041,112 | | 2021 | $6,197,825 | $(5,000,000) | $54,594 | $1,252,419 | | 2020 | $4,613,413 | $(3,000,000) | $(3,408,598) | $(1,795,185) | | 2019 | $7,417,025 | $(5,000,000) | $12,777,456 | $15,194,481 |

  45. Pay Versus Performance

    Reflects an adjustment to the grant date fair value of equity-based awards as calculated in accordance with Item 402(v)(2)(iii)(C)(1) and consistent with the fair value methodology reflected in our financial statements for share-based payments. The amounts deducted or added in calculating the equity award adjustments for the “Compensation Actually Paid to PEO” are as follows.

  46. Pay Versus Performance

    | Year | Year end fair value of equity awards granted during the year | Year over year change in fair value of outstanding and unvested equity awards | Year over year change in fair value of equity awards granted in prior years that vested in the year | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | Total equity award adjustments | | 2023 | $3,189,628 | $2,007,998 | $391,159 | $425,878 | $6,014,663 | | 2022 | $5,257,857 | $2,358,006 | $(121,004) | $437,448 | $7,932,307 | | 2021 | $3,196,643 | $(3,480,609) | $(16,900) | $355,460 | $54,594 | | 2020 | $1,955,981 | $(5,765,290) | $133,807 | $266,904 | $(3,408,598) | | 2019 | $6,253,033 | $4,130,083 | $2,100,564 | $293,776 | $12,777,456 |

  47. Pay Versus Performance

    In 2023, 2022 and 2021, the Non-PEO NEOs were Robert S. Silberman, Daniel W. Jackson, Lizette B. Herraiz, and Christa E. Hokenson. In 2020, the Non-PEO NEOs were Robert S. Silberman, Daniel W. Jackson, Lizette B. Herraiz, and Andrew E. Watt. In 2019, the Non-PEO NEOs were Robert S. Silberman, Daniel W. Jackson, Lizette B. Herraiz, Andrew E. Watt, and J. Kevin Gilligan. (4) The tables below detail the components and amounts included in the “Average Compensation Actually Paid to Non-PEO NEOs”.

  48. Pay Versus Performance

    | Year | Total from Summary Compensation Table | Stock Awards Value from Summary Compensation Table | Incremental Equity Award Fair Value Adjustment(a) | Total | | 2023 | $2,712,155 | $(1,800,000) | $2,946,830 | $3,858,985 | | 2022 | $2,810,650 | $(1,680,000) | $3,599,850 | $4,730,500 | | 2021 | $2,442,544 | $(1,750,000) | $(96,457) | $596,087 | | 2020 | $2,282,923 | $(1,350,000) | $(1,090,954) | $(158,031) | | 2019 | $2,824,594 | $(1,450,000) | $3,262,049 | $4,636,643 |

  49. Pay Versus Performance

    (a) Reflects an adjustment to the grant date fair value of equity-based awards as calculated in accordance with Item 402(v)(2)(iii)(C)(1) and consistent with the fair value methodology reflected in our financial statements for share-based payments. The amounts deducted or added in calculating the equity award adjustments for the “Average Compensation Actually Paid to Non-PEO NEOs” are as follows.

  50. Pay Versus Performance

    | Year | Year end fair value of equity awards granted during the year | Year over year change in fair value of outstanding and unvested equity awards | Year over year change in fair value of equity awards granted in prior years that vested in the year | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | Total equity award adjustments | | 2023 | $1,766,576 | $861,107 | $126,154 | $192,993 | $2,946,830 | | 2022 | $2,628,928 | $827,674 | $(35,578) | $178,826 | $3,599,850 | | 2021 | $1,118,843 | $(1,344,711) | $(3,098) | $132,509 | $(96,457) | | 2020 | $880,230 | $(2,078,089) | $7,763 | $99,142 | $(1,090,954) | | 2019 | $1,813,430 | $902,466 | $365,773 | $180,380 | $3,262,049 |

  51. Pay Versus Performance

    This column reflects cumulative Total Shareholder Return (“TSR”) for the trailing one- to five- year period from 2019 to 2023, as calculated in accordance with Item 402(v)(2)(iv) of Regulation S-K. Accordingly, TSR for 2019 reflects a one-year return, TSR for 2020 reflects a two-year cumulative return, etc. TSR for 2023 reflects a five-year cumulative return. The Peer Group used in calculating these amounts is composed of Adtalem Global Education, Inc., Bright Horizons Family Solutions Inc., Chegg, Inc., Graham Holdings Company, Grand Canyon Education, Inc., Stride, Inc. (formerly K12, Inc.), Laureate Education, Inc., Pearson PLC, Perdoceo Education Corporation, and 2U, Inc. The same peer group was used to create the Peer Group Performance Graph in Item 5 of the Company’s 2023 Annual Report on Form 10-K, in accordance with Item 201(e) of Regulation S-K. (7) Amounts in this column are rounded to the nearest thousand. (8) The revenue figures used to evaluate the achievement of non-equity compensation targets are based on adjusted results, which exclude purchase accounting adjustments to record acquired contract liabilities at fair value as a result of the Company’s acquisition of ANZ in 2020 and the Company’s merger with Capella Education Company in 2018. For 2020, the revenue amount was further adjusted to exclude all post-acquisition revenue related to ANZ, as described in Annex 1. For 2021, 2022, and 2023, the revenue amount was further adjusted using a constant exchange rate of 0.74, 0.72, and 0.69 Australian Dollars to U.S. Dollars, respectively. Amounts in this column are rounded to the nearest thousand. (9) This amount includes severance payments to Mr. Gilligan in connection with his resignation as an executive per his separation agreement. These payments were described in detail in our proxy statement filed with the Securities and Exchange Commission on March 16, 2020. As discussed above in “2023 Compensation Decisions,” in 2023, the Board of Directors set both quantitative financial objectives and strategic objectives for the Company. These Financial Performance Measures and Strategic Performance Measures, which the Compensation Committee and the Board use to link compensation of our named executive officers to company performance, are listed in the table below. In 2023, for purposes of the comparisons required by Item 402(v) of Regulation S-K, we have selected Revenue as the “Company-Selected Measure.”

  52. Pay Versus Performance

    | Financial Performance Measures | | Revenue | | Operating Income (EBIT) | | Diluted Earnings Per Share | | Strategic Performance Measures | | Reduce average Title IV funding per student | | Reduce the Company’s enterprise real estate footprint | | Maintain compliance with all regulatory, legal, and ethical business standards | | Reallocate excess capital into the business or back to our stockholders |

  53. Comparison of Compensation Actually Paid To Revenue

    Comparison of Compensation Actually Paid To Revenue Between December 31, 2019 and December 31, 2020, Revenue increased while both Compensation Actually Paid to the PEO and Average Compensation Paid to Non-PEO NEOs decreased. Between December 31, 2020 and December 31, 2021, all three figures increased. Between December 31, 2021 and December 31, 2022, revenue declined, while the compensation measures increased. Between December 31, 2022 and December 31, 2023, revenue increased, while the compensation measures decreased.

  54. Comparison of Compensation Actually Paid To Net Income

    Comparison of Compensation Actually Paid To Net Income Between December 31, 2019 and December 31, 2020, Net Income increased while both Compensation Actually Paid to the PEO and Average Compensation Paid to Non-PEO NEOs decreased. Between December 31, 2020 and December 31, 2021, Net Income decreased and the two compensation measures increased. Between December 31, 2021 and December 31, 2022, Net Income declined, while the compensation measures increased. Between December 31, 2022 and December 31, 2023, Net Income increased, while the compensation measures decreased.

  55. Comparison of Compensation Actually Paid To SEI TSR

    Comparison of Compensation Actually Paid To SEI TSR Between December 31, 2019 and December 31, 2020, TSR and both Compensation Actually Paid to the PEO and Average Compensation Paid to Non-PEO NEOs decreased. Between December 31, 2020 and December 31, 2021, the TSR decreased and the two compensation measures increased. Between December 31, 2021 and December 31, 2022, all three numbers increased. Between December 31, 2022 and December 31, 2023, TSR increased, while the compensation measures decreased.