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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 ~~until January,~~to 2020. ~~Prior to that, he served~~He was employed as Controller of the Society beginning in 1993. ~~In 1992, Mr. Waite was~~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 ~~The National Housing Partnership.~~public accounting with Main LaFrentz & Company (formerly affiliated with, and subsequently merged into, KPMG). Mr. Waite has served on the Board since 1996, is ~~a member~~Chair of the Audit ~~Committee and the Compensation~~ Committee and is a former member of the Strayer University Board of Trustees. ~~Mr. Waite~~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 is a leader~~Waite’s leadership in the philanthropy and the ~~non-profit~~nonprofit sector ~~which~~ is indispensable in helping the ~~Company’s indispensable partner in fulfilling our~~Company fulfill its mission of providing quality education to working adults. His experience as a 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.

Director Compensation

~~Director~~The Company’s director compensation program is designed to:

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Align the interests of the Company’s directors with long-term stockholder interests;

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Ensure the Company can attract and retain outstanding director candidates who meet the criteria outlined in this proxy statement;

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Recognize the time commitments necessary to oversee the Company; and

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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:

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Annual Retainer. ~~Each~~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 ~~$150,000. Of this amount, at~~$200,000. At least ~~50%~~60% (or ~~$75,000)~~$120,000) of the annual fee must be paid in shares of restricted stock of the Company to ensure the alignment of the interests of directors with those of long-term stockholders. Restricted stock is issued to directors on the date of the annual meeting as part of their annual retainer. The restricted shares vest over three years, with one-third of the shares vesting on each ~~year on the date~~anniversary of the ~~annual meeting.~~grant date. Directors may choose to receive the remaining ~~50%~~40% of their annual retainer ($~~75,000)~~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 of Directors of the Company.~~Board.

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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.

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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~~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. ~~Non-employee directors must remit to the Company any cash dividends received on shares of restricted stock that are later forfeited.~~

The following table sets forth compensation for each non-employee director for the fiscal year ended December 31, ~~2020.~~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.

Director Compensation Table

Name(a)

Fees Earned or
Paid in Cash
($)

Stock Awards
($)(b)

All Other
Compensation
($)(c)

Total
($)

J. Kevin Gilligan 75,000 75,000 1,664,729 1,814,729
Robert R. Grusky(d)
95,000 75,000 — 170,000
Dr. Charlotte F. Beason 75,000 75,000 — 150,000
Rita D. Brogley 85,000 75,000 — 160,000
Dr. John T. Casteen, III 75,000 75,000 — 150,000
H. James Dallas 80,000 75,000 — 155,000
Nathaniel C. Fick(e)
85,000 75,000 — 160,000
Todd A. Milano(f)
35,000 — — 35,000
G. Thomas Waite, III 85,000 75,000 — 160,000

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

(a)

~~Jerry L. Johnson was appointed to the Board effective January 4, 2021 and thus did not receive any compensation in 2020. William J. Slocum~~Dr. Sasse has been nominated for election at the Annual Meeting, and thus did not receive any compensation in ~~2020.~~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)

~~Amount represents continued severance payments~~Dr. McRobbie was appointed to ~~Mr. Gilligan~~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 connection with his resignation as an executive of the Company on August 1, 2019. These payments were described in detail in our proxy statement filed with the Securities and Exchange Commission on March 16, 2020.cash fees.

(d)

~~Mr. Grusky~~Dr. Casteen is presently serving as the Board’s Presiding Lead Independent ~~Director and the Chair of the Nominating Committee.~~Director.

(e)

Mr. ~~Fick became Chair~~Dinh was appointed to the Board effective September 1, 2023, and elected to receive the pro rata cash retainer portion of ~~the Audit Committee on April 27, 2020.~~his director fees in equity.

(f)

Mr. ~~Milano did~~Gilligan was not ~~stand~~nominated for re-election at the ~~2020~~2023 Annual Meeting of ~~Stockholders.~~Stockholders and only served through April 26, 2023.

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The following table sets forth the number of outstanding stock awards held by each non-employee director at December 31, ~~2020.~~2023.

Outstanding Stock Awards Table

Name	Shares of Unvested Restricted Stock (#)
~~J. Kevin Gilligan~~Dr. John T. Casteen, III		~~702~~
~~Robert R. Grusky~~		~~1,091~~2,932
Dr. Charlotte F. Beason		~~1,091~~2,932
Rita D. Brogley		~~944~~2,932
~~Dr. John T. Casteen, III~~Viet D. Dinh		~~1,091~~
~~H. James Dallas~~		~~944~~
~~Nathaniel C. Fick~~		~~1,091~~1,662
~~Todd A. Milano~~J. Kevin Gilligan(a)		—
Robert R. Grusky		2,932
Jerry L. Johnson		2,932
Dr. Michael A. McRobbie		2,885
William J. Slocum		2,932
Michael J. Thawley		2,045
G. Thomas Waite, III		~~1,091~~2,932

(a)

Mr. ~~Milano did~~Gilligan was not ~~stand~~nominated for re-election at the ~~2020~~2023 Annual Meeting of Stockholders. ~~All~~By resolution of the Compensation Committee, all unvested shares of restricted stock held by Mr. ~~Milano~~Gilligan were permitted to vest ~~by resolution of the Compensation Committee,~~ in connection with his departure on April ~~27, 2020.~~26, 2023.

Board Leadership Structure

Our Board regularly reviews its leadership structure and evaluates whether any change to the structure is comprised of independent members, as independence is defined under the NASDAQ Listing Standards, along with our Executive Chairman, Vice Chairman, and our Chief Executive Officer. On August 1, 2019, Mr. Gilligan, our Vice Chairman, resigned as an executive of the Company but remained as a non-employee director. He will not be considered an independent member of the Board under Nasdaq standards until the expiration of three years from the time of his resignation as an executive.warranted. The leadership structure of the Company has varied over time as the demands of the business, the composition of the Board, and the ranks of our senior executives have changed, and the Board has utilized this flexibility to establish the most appropriate structure at any given time. ~~We operate~~At present, our Board is comprised of ten independent directors, as independence is defined under the Nasdaq Listing Standards, along with aour Chairman and our Chief Executive Officer (“CEO”), with the Board determining that the interests of stockholders are best served by operating with the Chair of the Board remaining separate from the Chief Executive Officer.

~~Mr. Grusky~~In line with our Corporate Governance Principles, Dr. Casteen, an independent director, was elected by ~~and from~~ the ~~independent board members~~Board to serve as the Presiding Lead Independent Director ~~first~~ in ~~2018, and has been reelected each year thereafter.~~November 2022. As Presiding Lead Independent Director he presides at meetings of the Board of Directors with only independent directors, i.e., without the ~~Executive~~ Chairman and the CEO present, at least quarterly (at each regularly scheduled Board meeting) and solicits candid feedback on the ~~Executive Chairman~~Chairman’s and the CEO’s performance. The Presiding Lead Independent Director serves as the principal liaison on Board issues between the independent directors and the ~~Executive~~ Chairman and has the authority to:

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Call meetings of the independent directors,

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Approve information provided to the Board to ensure its quality and quantity, and

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Consult and communicate with stockholders.

~~Risk Oversight~~Stockholder Outreach

The Board of Directors is committed to stockholder outreach and values feedback received from our stockholders. Throughout 2023, the Company continued its practice of year-round stockholder engagement. This engagement helped us better understand stockholder perspectives on significant issues, including company performance and strategy, our compensation practices, and governance and other topics. We had substantial discussions 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. As appropriate, independent directors, executive directors, and certain executives participated in these discussions. The feedback received during these conversations was conveyed to the Board and served as a key input to Board and Committee discussions and decisions.

In response to stockholder preference for an independent Presiding Director, the Board elected Dr. Casteen, an independent director with significant institutional knowledge, as Presiding Lead Independent Director. Also, in line with stockholder preference for ensuring appropriate board composition and refreshment, the Board appointed Mr. Dinh to the Board, the sixth new independent director added to our Board in the last six years.

Corporate Responsibility

The Company is committed to responsible business practices and sound governance practices. The Company continues to maintain a Corporate Responsibility page on its corporate website to highlight related information for easy reference by investors. This approach has resulted in positive stockholder feedback. This resource is available at https://www.strategiceducation.com/about/corporate-responsibility/default.aspx. Nothing on our website, including our Corporate Responsibility page, shall be deemed incorporated by reference into this proxy statement.

Social Focus

Strategic Education’s mission is to help its students improve their lives. No company could have a more real or important social focus. We are stewards of academic institutions which have demonstrated their success at that mission over decades. Our institutions provide the opportunity to earn post-secondary university degrees to students who otherwise may not have such opportunity. Our institutions focus on serving working adults and other populations which are underserved by traditional academia. Of the 105,000 students we educated world-wide in 2023, approximately 65% were older than age 31, 75% were female, and roughly half were ethnic minorities. Our track record of achievement in this area since our founding in 1892 is self-evident.

We believe that not just our students, but also their families and the communities they live in, are significantly benefited by our academic programs. However, in order to create the social benefit and economic mobility for our students, our academic degrees must both be, and be perceived to be, of high academic quality and rigor. To that end, all three of our universities hold the highest possible academic accreditation in their respective countries and jurisdictions.

In addition, since the students we serve generally do not have the level of family financial resources which students at traditional universities typically do (our students are more likely to be parents themselves than to have parents who are funding their tuition), we know that in addition to making our degrees academically rigorous, we must also make them financially affordable. Therefore, two of our social focuses are to first, reduce the cost of our tuition; and second, reduce the amount of debt our students incur to finance their tuition.

Between 2010-2011 and 2021-2022 (the latest date for which data is available), the average cost of tuition across our U.S. institutions has declined 18%, compared to an increase of 35% across the U.S. In 2021-2022, the average cost of tuition and fees for one of our bachelor’s degrees was $42,400, and for a master’s degree was $24,500, compared to an estimated national average of $69,000, and $41,000 respectively in traditional academia. Our ongoing investments in technology and other productivity enhancements enable this remarkable track record of price discipline.

However, while holding down the absolute cost of our tuition is an important achievement, we also seek to lower the debt burden of our students by helping to shift the source of their educational funding away from government issued debt towards employer-paid benefit programs. We do that through our Education Technology Services segment, which enters into agreements with employers on behalf of our students. The social benefit of this effort is evidenced by the declining level of average U.S. Title IV funding per earned credit in our U.S. institutions, which has declined 31% from $520 in 2019 to $360 in 2023.

We recognize that our employees are our most important asset. Further, as an education company, continuous learning is part of our DNA. In addition to providing high quality higher education programs through our universities, we recognize that these educational opportunities can be beneficial and of enormous value to our employees as well. The Company provides opportunities for eligible employees and dependents to attain and enhance their career goals through our Tuition Assistance Program, which provides generous financial support for undergraduate and graduate courses at Strayer University, Capella University, the Jack Welch Management Institute at Strayer University, and continuing education through Sophia Learning. In addition, the Company provides support for faculty members and employees seeking to enhance their skills and knowledge through professional development opportunities and continuing education. We focus on ensuring our employees maintain a healthy work-life balance, and a healthy living lifestyle. The Company invests in our employees by offering benefits that help them take care of themselves and their families. In addition to medical and financial savings benefits and tuition assistance mentioned above, the Company also provides generous paid time off, a wellness plan, paid parental and military leave, as well as giving back and volunteer time.

In summary, SEI exists to increase the upward economic mobility of an academically underserved population through education. By doing so we help to diminish income inequality and increase societal harmony and welfare. The company maintains an insights page on its corporate website to highlight case studies and other resources related to removing barriers to education and supporting adult students. This information is available at https://www.strategiceducation.com/about/Insights/default.aspx.

Environmental Focus

The Company maintains physical locations to support our employees and students and is committed to managing our facilities in a way that minimizes the environmental impact in the communities where we work and live. The Company strives to uphold environmental practices that reduce risks from energy consumption, greenhouse gas emissions, water usage, and waste generation.

The Company is reducing the physical footprint of corporate offices and campuses, which reduces energy consumption, water usage, and waste generation:

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The Company continues to pursue its goal of reducing the size of its physical footprint, and reduced its overall real estate by 10% compared to the square footage occupied in 2022, by implementing more efficient workspace design and eliminating underused campus facilities.

The Company seeks to reduce energy consumption, including from non-renewable energy resources:

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Capella University and Strayer University offer robust online curriculums, with 100% of instruction delivered online at Capella University and the majority of instruction delivered online at Strayer University. This online curriculum gives students the ability to access and complete coursework online, reducing the need for physical space and commuting, which in turn reduces energy and water usage, greenhouse gas emissions, and waste generation;

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Much of our workforce is accustomed to working remotely, again reducing the need for physical space and commuting, which in turn reduces energy and water usage, greenhouse gas emissions, and waste generation;

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Our Minneapolis, Minnesota corporate office is located within a LEED Gold certified building (Leadership in Energy and Environmental Design), which is a U.S. Green Building Council certification;

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Our Herndon, Virginia corporate office is located in a building that is benchmarked within the ENERGY STAR program, which is a joint program of the U.S. Environmental Protection Agency and the U.S. Department of Energy focused on protecting the environment through energy efficient products and practices;

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Our Media Design School campus in Auckland, New Zealand is located in a 6 Star Green Star rated building, which represents leadership in environmentally sustainable building practices;

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The Company is investing in energy-saving interior design options, including updated lighting packages with more efficient LED lighting; occupancy sensors to reduce energy consumption in areas that are not being used; and programmable heating and cooling systems that will only run during operating hours;

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Within campus locations, many property management teams are equipping spaces with energy-saving features including more efficient LED lighting, motion sensor lighting, and energy efficient HVAC systems; and

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As a provider of online education, data centers are a critical component of business operations, and one of the Company’s largest data center power usages is from a data center powered entirely by renewable wind energy.

The Company seeks to reduce greenhouse gas emissions:

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In an effort to focus on alternative, green-commuting options, employees are encouraged to consider public transportation. For employees in Minneapolis, Minnesota, the Company covers a portion of public transit costs as an employee benefit;

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Vehicle charging stations were installed at the corporate office in Herndon, VA to support employees that choose to utilize electric vehicles;

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Many city campus locations are located near mass transportation options; and

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All campuses in Australia and New Zealand are located near a city center and public transportation hubs.

The Company seeks to reduce water usage:

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Our Herndon, Virginia and Minneapolis, Minnesota corporate offices and many campus locations, including Australia and New Zealand campuses, use water efficient fixtures to decrease the amount of water usage.

The Company seeks to reduce waste generation from business operations:

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The Company has recycling programs within operations in the U.S., Australia, and New Zealand to encourage employees to recycle products, including a national contract with a document management company which provides corporate and campus locations with shredding bins on-site to allow business materials to be recycled. Between January 2021 and December 2022, the Company securely recycled approximately 50 U.S. short tons of paper resulting in significant environmental benefits, including benefits from not having to generate new paper. In 2023, the Company securely recycled another approximately 8 U.S. short tons of paper.

Additional efforts to reduce environmental impacts include:

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The Company utilizes green cleaning products at both the Herndon, Virginia and Minneapolis, Minnesota corporate offices to reduce impacts to the environment;

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Within certain campus locations, janitorial companies also use green cleaning products to reduce impacts to the environment; and

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Torrens University Australia, Think Education, and Media Design School are Certified B Corporations, meaning they meet high standards of verified performance, accountability, and transparency on factors including supply chain practices and overall environmental sustainability.

Our environmental policy can be found at the website referenced above.

Governance Focus

The Board of Directors is ultimately responsible for oversight of the risk management of the Company; the CEO is the “Chief Risk Officer.” The Board reviews and approves all annual budgets, major uses of capital, major projects, and expansion plans related to the ~~company owned~~Company-owned institutions. One member of the Board of Directors also serves as a member of the governing body (the Board of Trustees) of Strayer ~~University.~~

University, and two others currently serve as members of the governing body (Board of Directors) of Torrens University (Mr. Thawley joined the Board of Torrens and related entities in December of 2023). The Board of Trustees of Strayer University is made up of ~~ten~~eleven trustees, including ~~six~~seven trustees who are unaffiliated with the Company, one trustee who is an independent member of the Company’s Board of Directors, two trustees who are members of senior leadership of the Company, and the ~~Acting~~ President

of Strayer University who serves as an ex officio member. Capella University’s Board of Trustees is comprised of ~~twelve directors,~~eleven trustees, including ~~eight~~six independent trustees, three internal trustees, a learner representative, and a faculty representative. One of ~~whom are unaffiliated with~~ the ~~Company,~~internal trustees is a former officer of Strayer Education, ~~as well as~~one is a former President of Capella University, and the third is the President of Capella ~~University, a learner representative, and a faculty representative.~~University. The Torrens University Board of Directors is comprised of ~~eight~~nine directors, including the President of Torrens University, two directors who are independent members of the Company’s Board of Directors, and two executives of the Company, Karl McDonnell and Daniel Jackson. Consistent with accrediting body guidelines, the Board of Trustees of each of Strayer University and Capella University, and the Board of Directors of Torrens University, are responsible for the governance of their respective institutions.

The Board and its Compensation Committee continually evaluate the Company’s strategy, activities, and in particular compensation policies and practices, to protect against inappropriate risk taking. Any compensation program that seeks to pay managers for performance on behalf of owners carries some risk of overzealous performance. But paramount in the Company’s compensation program is an unwavering requirement that executive conduct conform to applicable legal, regulatory, and ethical business standards. Based on its evaluation and the views of advisors, the Compensation Committee believes that the Company’s executive compensation program, as described in the Compensation Discussion and Analysis section below, does not encourage inappropriate risk taking and that the Company has in place a strong culture, organization structure, and the compliance policies to manage operational risk effectively.

In addition, the Audit Committee oversees management of financial risk and our Code of Business Conduct, including monitoring conflicts of interest, and the Nominating Committee oversees the Company’s corporate governance, such as director independence. In performing these functions, each Committee of the Board of Directors has full access to management, as well as the ability to engage advisors. The Board is kept abreast of the Committees’ risk oversight and other activities through regular reports by each Committee Chair to the full Board of Directors.

~~Response to COVID-19 Pandemic~~

The Board held a number of special meetings throughout the year to oversee the Company’s response to the COVID-19 pandemic. The Company took early action to protect the health and well-being of its students and employees in accordance with government mandates and informed by guidance from the Centers for Disease Control and Prevention, including:

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~~Instituting a work-from-home policy for the vast majority of the workforce;~~

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~~Temporary closure of physical campuses;~~

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~~Moving Strayer University classes 100% online;~~

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~~Limiting all non-essential employee travel, large meetings, and events;~~

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~~Partnering with Medical, Rx, EAP and Retirement vendors to include provisions to help employees (and their families) related to Wellness programs in support of COVID-19;~~

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~~Instituting special personal time off policies so that employees did not need to utilize regular personal time off for COVID-19 related hardships, including illness and childcare needs; and~~

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~~Launched an Employee Relief Fund to assist employees with hardships related to payment of routine expenses and/or medical costs.~~

Since these initial actions, the Company has developed a Return to Office plan and handbook to ensure a safe and healthy return to the office when conditions warrant, has opened corporate facilities to a very small number of employees, and has opened three campuses to provide support for international students and eventually all students. Additionally, the Company recognized the hardships brought about by the pandemic on those whom we serve, and took measures to provide financial relief to its students and employer partners, including payment flexibility, a tuition freeze, scholarship opportunities, and other pricing relief.

In addition, we took certain actions to ensure financial flexibility during the pandemic and resulting global economic downturn, including implementing a temporary hiring and salary adjustment freeze, and a restructuring plan that included a Voluntary Separation Program to reduce ongoing operating costs.

~~Environmental, Social and Governance (“ESG”) Considerations~~

The Company is committed to environmentally and socially responsible business practices, as well as sound governance practices. Throughout 2020, the Company conducted a cross-functional collaboration to identify, highlight, and expand relevant ESG focused practices taking place within the organization, including the practices outlined above. As part of this initiative, the Company also developed and launched a Corporate Responsibility page on the corporate website to highlight ESG documents for easy reference by external parties, including ESG-rating agencies and investors. This approach has resulted in positive stockholder feedback regarding ESG awareness and progression. This resource is available at
https://www.strategiceducation.com/about/corporate-responsibility/default.aspx. Nothing on our website, including our Corporate Responsibility page, shall be deemed incorporated by reference into this proxy statement.

~~Diversity, Equity, and Inclusion~~

In 2019, the Company launched the CEO’s Council on Diversity, Equity, and Inclusion (“CDEI”), an advisory council laying the groundwork for diversity, equity, and inclusion initiatives across the organization. The CDEI is charged with providing insights and policy recommendations to executive leadership, as well as generating action through collaboration and awareness. More than just being committed to respecting the basic rights to which everyone is entitled, and embracing policies and practices which align with a quality employment experience, the Company celebrates diversity, equity, and inclusion among our workforce — we believe that diversity helps us cultivate an environment of innovation and continuous learning as we share experiences, skills, and perspectives.

~~Environmental Focus~~

The Company is mindful of advancing environmental practices through its efforts to reduce energy consumption, reduce emissions, and reduce impacts to the ecosystem, including the following practices and measures:

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~~The Minneapolis, MN corporate office is located within a LEED Gold certified building (Leadership in Energy and Environmental Design);~~

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~~The Minneapolis, MN corporate office is also located in an ENERGY STAR rated building, and the Herndon, VA corporate office is located in a building that is benchmarked within the ENERGY STAR program;~~

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The Company is renovating some of its existing campus sites to reduce the size of facilities, thereby reducing the overall physical footprint, and investing in energy-saving interior design options, including updated lighting packages with more efficient LED lighting; occupancy sensors to reduce energy consumption in areas that are not being used; and programmable heating and cooling systems that will only run during operating hours;

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~~Encouraging alternative, green-commuting options and installing vehicle charging stations at the offices in Herndon, VA as a means of support for employees utilizing alternative fuel vehicles; and~~

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~~Utilizing green products throughout our corporate offices.~~

~~Human Capital Management~~

We recognize that our employees are our important asset. Further, as an education company, continuous learning is part of our DNA. In addition to providing high quality higher education programs for working adults through our universities, we recognize that these educational opportunities can be beneficial and of enormous value to our employees as well. The Company provides opportunities for eligible employees and dependents to attain and enhance their career goals through our Tuition Assistance Program, which provides generous financial support for undergraduate and graduate courses at Strayer University, Capella University, the Jack Welch Management Institute at Strayer University, and Sophia. In addition, the Company provides support for faculty members and employees seeking to enhance their skills and knowledge through professional development opportunities and continuing education. As we focus on ensuring our employees are empowered to maintain a healthy work-life balance, a healthy living lifestyle, and financial

wellness benefits, the Company invests in our employees by offering benefits that help them take care of themselves and their families. In addition to medical and 401K benefits and tuition assistance mentioned above, the Company also provides a generous PTO plan, a wellness plan, paid parental and military leave, as well as giving back & volunteer time.

~~Board Committees~~

The Board of Directors has established an Audit Committee, a Compensation Committee and a Nominating Committee, each composed entirely of independent directors. The current Committee membership is as follows:

Committee Memberships

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

The Audit ~~Committee.~~Committee

The Audit Committee currently consists of Messrs. ~~Fick~~Waite (Chair), ~~Dallas,~~ Johnson, and Slocum. Prior to April 26, 2023, the Audit Committee consisted of Messrs. Waite, ~~with Mr. Johnson having begun his service on January 4, 2021.~~Grusky, and Slocum. The Audit Committee met five times during ~~2020.~~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 ~~risks,~~ 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 ~~25, 2021.~~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~~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. ~~Fick, Dallas,~~ Johnson, Slocum and Waite ~~qualify~~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.~~Committee

The Compensation Committee currently consists of Ms. Brogley (Chair), Dr. ~~Casteen,~~McRobbie, and Mr. ~~Waite.~~Slocum. Prior to April ~~28, 2020,~~26, 2023, the Compensation Committee consisted of Ms. Brogley (Chair), Mr. Johnson, and ~~Messrs. Milano and Waite.~~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 ~~Executive~~ Chairman, the ~~Chief Executive Officer,~~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 ~~2020~~2023 approximately ~~$20,000~~$30,800 was paid to ~~Lockton Companies, LLC~~Equilar, Inc., to benchmark compensation for the executive officers, including the CEO and CFO ~~positions, as well as to benchmark director compensation.~~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 ~~Executive~~ Chairman and the CEO in determining or recommending the amount or form of executive compensation, see “Compensation Discussion and Analysis” below. ~~The Compensation Committee met two times during 2020.~~

The Compensation Committee has adopted a written charter, which was last amended on February ~~25, 2021,~~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~~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 and “outside directors” as defined by the Internal Revenue Code of 1986.~~rules.

The Nominating ~~Committee.~~Committee

The Nominating Committee consists of ~~Mr. Grusky~~Dr. Casteen (Chair), Dr. Beason, Mr. Grusky, and Mr. Thawley. Prior to April 26, 2023, the Nominating Committee consisted of Dr. ~~Casteen.~~ 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 met three times during 2020.~~

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~~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 ~~his or her~~ 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.

~~Attendance at Meetings and Director Independence~~

The Board of Directors met ~~nine~~four times during ~~2020.~~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 ~~2020.~~2023. At each regularly scheduled meeting of the Board, the ~~independent~~non-management directors met in executive session. The Board’s Presiding Lead Independent Director, which is currently ~~Mr. Grusky,~~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~~Nasdaq Listing Standards. The Board of Directors has determined that all members of the Board of Directors, except for Messrs. Silberman ~~Gilligan,~~ and McDonnell, are independent under these standards.

~~Code of Business Conduct~~

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~~Nasdaq requirements. The Code of Business Conduct was last amended on February ~~25, 2021,~~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,~~Nasdaq, file a Current Report on Form 8-K with the SEC reporting the amendment or waiver.

~~Stockholder Communication with Directors~~

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.

17
20

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information regarding the ownership of the Company’s common stock as of March ~~1, 2021~~4, 2024 (except as otherwise indicated), by each person known by management of the Company to be the beneficial owner of more than five percent (5%) of the outstanding shares of the Company’s common stock, each of the Company’s directors and director nominees, its ~~Executive Chairman, Vice~~ Chairman, CEO, and other named executive officers and all executive officers and directors as a group. The information presented in the table is based upon the most recent filings with the SEC by those persons or upon information otherwise provided by those persons to the Company. The percentages reflected in the table for each beneficial owner are calculated based on the number of shares of common stock outstanding as of March ~~1, 2021.~~4, 2024.

Name of Beneficial Owner	Common Stock Beneficially Owned(a)		Common Stock Issuable within 60 days		Total		Percentage Owned		Common Stock Beneficially Owned(a)		Common Stock Issuable within 60 days		Total		Percentage Owned
Stockholders:
T. Rowe Price Associates, Inc.(b)(c)		2,875,710		—		2,875,710		11.7%
BlackRock, Inc.(b)(d)		2,776,668		—		2,776,668		11.3%
The Vanguard Group, Inc.(b)(e)		2,299,134		—		2,299,134		9.3%
BlackRock, Inc.(b)										3,561,681		—		3,561,681		14.5%
The Vanguard Group, Inc.(c)										2,583,987		—		2,583,987		10.5%
T. Rowe Price Investment Management, Inc.(d)										3,092,497		—		3,092,497		12.6%
Marshfield Associates, Inc.(e)										1,857,315		—		1,857,315		7.5%
Inclusive Capital Partners, L.P.(f)		1,377,565		—		1,377,565		5.6%		1,847,260		—		1,847,260		7.5%
Capital World Investors(g)		1,324,000		—		1,324,000		5.4%
Dimensional Fund Advisors LP(g)										1,334,708				1,334,708		5.4%
Directors and director nominees:				—
Robert S. Silberman		169,959		—		169,959		*		277,772		—		277,772		1.1%
J. Kevin Gilligan		5,141		—		5,141		*
Dr. John T. Casteen, III										9,444		—		9,444		*
Dr. Charlotte F. Beason		15,482		—		15,482		*		19,966		—		19,966		*
Rita D. Brogley		5,499		—		5,499		*		9,983		—		9,983		*
Dr. John T. Casteen, III		4,960		—		4,960		*
H. James Dallas		8,751		—		8,751		*
Nathaniel C. Fick		3,410		—		3,410		*
Viet D. Dinh										8,732		—		8,732		*
Robert R. Grusky		7,072		—		7,072		*		11,214		—		11,214		*
Jerry L. Johnson		253		—		253		*		4,737		—		4,737		*
Karl McDonnell		152,536		—		152,536		*		195,548		—		195,548		*
William J. Slocum		—		—		—		—
Dr. Michael A. McRobbie										4,342		—		4,342		*
Dr. Benjamin E. Sasse										—		—		—		—
William J. Slocum(f)										4,484		—		4,484		*
Michael J. Thawley										6,162		—		6,162		*
G. Thomas Waite, III		9,451		—		9,451		*		13,935		—		13,935		*
Named Executive Officers:
Daniel W. Jackson		37,859		—		37,859		*		92,810		—		92,810		*
Andrew E. Watt		30,602		1,148		31,750		*
Lizette B. Herraiz		22,606		—		22,606		*		57,681		—		57,681		*
Christa E. Hokenson										52,260		—		52,260		*
All Executive Officers and Directors (15 persons)		488,346		1,148		489,494		2.0%		769,070		—		769,070		3.1%

represents amounts less than 1%.

(a)

For directors and officers, the number of shares of common stock beneficially owned includes shares of restricted stock, which the holder is entitled to ~~vote, and restricted stock units.~~vote.

(b)

~~Based~~The information concerning BlackRock, Inc. is based on ~~information contained in filings of~~a Schedule ~~13G or~~ 13G/A filed with the ~~SEC. Common stock beneficially owned represents shares held~~SEC on January 23, 2024. BlackRock, Inc. reports that, as of December 31, ~~2020 for Strategic Education, Inc.~~

~~(c)~~

~~These securities are owned by various individual and institutional investors including T. Rowe Price Mid-Cap Value Fund, Inc. (which owns 960,514 shares, representing 3.9%~~2023, of the shares ~~outstanding), which T. Rowe Price Associates,~~of common stock shown as beneficially owned, it had sole voting power over 3,499,894 shares and sole dispositive power over 3,561,681 shares. BlackRock, Inc. ~~(“Price Associates”) serves as investment adviser with power to direct investments and/or sole power to vote securities. For purposes~~reports that it is the parent holding company of ~~the reporting requirement of~~subsidiaries

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21

identified in the ~~Securities Exchange Act~~Schedule 13G/A that hold shares of ~~1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is,~~the common stock reported in ~~fact,~~ the ~~beneficial owner of such securities. The address of T. Rowe Price Associates, Inc. is: 100 E. Pratt Street, Baltimore, MD 21202.~~

~~(d)~~

Schedule 13G/A. The address of BlackRock, Inc. ~~is: 55 East 52~~nd ~~Street,~~is 50 Hudson Yards, New York, ~~NY 10055.~~New York 10001.

(c)

~~(e)~~

~~Vanguard Global Advisors, LLC (“VGA”), a wholly-owned subsidiary of~~The information concerning The Vanguard Group, Inc., is based on a Schedule 13G/A filed with the ~~beneficial owner of 52 shares or less than 0.1% of the common stock outstanding of the Company. Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of~~SEC on February 13, 2024. The Vanguard Group, Inc.~~, is the beneficial owner~~ reports that, as of ~~7,529 shares or less than 0.1%~~December 29, 2023, of the ~~Common Stock outstanding~~shares of common stock shown as beneficially owned, it had shared voting power over 14,574 shares, sole dispositive power over 2,545,658 shares, and shared dispositive power over 38,329. The Vanguard Group, Inc. reports that its clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ~~Company as a result of its serving as investment manager of Australian investment offerings.~~securities reported in the Schedule 13G/A. The address of The Vanguard Group, Inc. ~~is:~~is 100 Vanguard ~~Blvd.,~~Boulevard, Malvern, PAPennsylvania 19355.

~~(f)~~
(d)

The information concerning T. Rowe Price Investment Management, Inc. is based on a Schedule 13G/A filed with the SEC on February 14, 2024. T. Rowe Price Investment Management, Inc. reports that, as of December 31, 2023, of the shares of common stock shown as beneficially owned, it had sole voting power over 1,066,258 shares and sole dispositive power over 3,092,497 shares. T. Rowe Price Investment Management, Inc. reports that the ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, of the shares reported in the Schedule 13G/A, is vested in the individual and institutional clients for which T. Rowe Price Investment Management, Inc. serves as investment adviser. The address of T. Rowe Price Investment Management, Inc. is 101 E. Pratt Street, Baltimore, Maryland 21201.

(e)

The information concerning Marshfield Associates Inc. is based on a Schedule 13G/A filed with the SEC on February 14, 2024. Marshfield Associates Inc. reports that, as of December 31, 2023, of the shares of common stock shown as beneficially owned, it had sole voting power over 1,373,929 shares and sole dispositive power over 1,857,315 shares. The address of Marshfield Associates Inc. is 21 Dupont Circle, NW, Suite 500, Washington, DC 20036.

(f)

The information concerning Inclusive Capital Partners, L.P. ~~(“In-Cap”), which has investment and voting discretion over~~is based on a Schedule 13D/A filed with the ~~investments, including~~SEC on May 11, 2023. Inclusive Capital Partners, L.P. reports that, as of May 9, 2023, of the shares of ~~the Company,~~common stock shown as beneficially owned, it had shared voting power over 1,847,260 shares and shared dispositive power over 1,847,260 shares. The securities reported above are held by funds (the “In-Cap Funds”) managed by Inclusive Capital Partners, ~~Spring Master Fund,~~ L.P. ~~and~~Mr. Jeffrey W. Ubben indirectly controls Inclusive Capital Partners, ~~Spring Master Fund II, L.P, each a British Virgin Islands limited partnership (“In-Cap Spring Master Fund” and “In-Cap Spring Master Fund II,” respectively).~~L.P. The address of Inclusive Capital Partners, ~~Spring Fund Manager, L.L.C.~~L.P. and Mr. Ubben is 1170 Gorgas Avenue, San Francisco, CA 94129. Mr. Slocum is a partner of Inclusive Capital Partners, ~~Spring~~L.P. and is deemed to hold 4,484 shares for the benefit of Inclusive Capital Partners, L.P. and the In-Cap Funds. Mr. Slocum disclaims beneficial ownership over the shares beneficially owned by Inclusive Capital Partners, L.P.

(g)

The information concerning Dimensional Fund ~~II Manager, L.L.C, each~~Advisors LP is based on a ~~Delaware limited liability company (“In-Cap Spring~~Schedule 13G filed with the SEC on February 9, 2024. Dimensional Fund ~~Manager”~~Advisors LP reports that, as of December 29, 2023, of the shares of common stock shown as beneficially owned, it had sole voting power over 1,313,115 shares and ~~“In-Cap Spring~~sole dispositive power over 1,334,708 shares. Dimensional Fund ~~II Manager,” respectively), act~~Advisors LP reports that it serves as investment manager or sub-adviser to ~~In-Cap Spring Master Fund~~certain other commingled funds, group trusts and ~~In-Cap Spring Master Fund II, respectively. The managing member of In-Cap Spring Fund Manager~~separate accounts (such investment companies, trusts and ~~In-Cap Spring Fund II Manager is Inclusive Capital Partners Holdco, L.P., a Delaware limited partnership (“In-Cap Holdco”). In-Cap is~~accounts, collectively referred to as the ~~general partner of In-Cap Holdco. Inclusive Capital Partners, L.L.C., a Delaware limited liability company (“In-Cap LLC”~~“Funds”)~~, is the general partner of In-Cap. Mr. Jeffrey Ubben is the controlling member~~ and that such Funds hold shares of the ~~management committee of In-Cap LLC.~~common stock reported in the Schedule 13G. The address of ~~In-Cap, In-Cap Spring Master~~Dimensional Fund ~~In-Cap Holdco, In-Cap LLC and Mr. Ubben is: 572 Ruger Street, Suite B, San Francisco, CA 94129.~~Advisors LP is 6300 Bee Cave Road, Building One, Austin, Texas 78746.

~~(g)~~

Capital World Investors (“CWI”) is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the “investment management entities”). CWI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital World Investors.” The address of Capital World Investors is: 333 South Hope Street, 55th ~~Fl, Los Angeles, CA 90071.~~

EXECUTIVE COMPENSATION

The following discussion summarizes our executive compensation program for our named executive officers (“NEOs”). For ~~2020,~~2023, our NEOs were:

	NEO			Title
	Robert S. Silberman			~~Executive~~ Chairman
	Karl McDonnell			Chief Executive Officer & Director
	Daniel W. Jackson			Chief Financial Officer
	~~Andrew E. Watt~~			~~President of U.S. Higher Education~~
	Lizette B. Herraiz			General Counsel
	Christa E. Hokenson			Chief Human Resources Officer

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The Company’s executive compensation program is designed to drive performance and align the long-term interests of management and our stockholders. Academic quality is the cornerstone of this program and ultimately advances all other key metrics. The Company’s policies on compensation, consistent with Department of Education regulations, seek to reward achievement of financial and ~~operational~~strategic goals, both of which are driven by the success of our academic programs.

In light of the COVID-19 pandemic, the Compensation Committee deliberated on whether adjustments to the compensation program, preset performance goals or incentive structures were warranted or prudent to ensure that executives remained incentivized to take actions that protect and create sustainable stockholder value. The Committee considered that the Company’s executive compensation program has been carefully designed over the years to incorporate key performance drivers and closely align the interests of executives with those of long-term stockholders, and ultimately declined to make any changes to the structure of the program, or adjustment to the 2020 financial targets due to the COVID-19 pandemic. The Committee did exclude for its calculation of the achievement of 2020 financial targets the impact of the ANZ transaction, which closed in November 2020.

The following chart highlights key policies and objectives behind the Company’s development, review, and approval of named executive officer compensation:

COMPENSATION OBJECTIVES

	Align Interests			The ~~Company~~Compensation Committee seeks to align the perspectives of our executives and directors with those of our stockholders. It does so by ~~adopting~~designing a compensation program that incentivizes the achievement of strategic goals that ultimately drive the creation of sustainable stockholder value, including student success, regulatory compliance, and financial performance. Each of these goals is advanced by a focus on academic quality and the student experience. The Company also aligns long-term interests of our ~~Board members and~~ named executive officers and Board members with those of our stockholders by setting requirements on share ownership for all ~~Board members and~~ named executive ~~officers.~~officers and Board members.
	Attract and Retain Talent			The Company sets compensation at levels sufficient to attract and retain highly qualified and productive personnel, as well as reward executives for actions that create long-term stockholder value. There are three major components of overall compensation: salary, non-equity incentive compensation, and equity grants. In order to better align pay ~~for~~with performance, the Compensation Committee generally establishes incentive compensation programs that comprise the majority of overall named executive officer compensation.

Pay for Performance

In making decisions on whether, and at what level, to fund non-equity incentive compensation each year, the Compensation Committee ~~looks at whether the~~assesses Company ~~met~~performance against certain ~~performance~~preset goals and objectives determined annually by the Board of Directors. These objectives consist of both quantitative financial metrics and ~~qualitative metrics. The~~strategic measures. For 2023, the Compensation Committee ~~sets threshold,~~set target and stretch levels for financial metrics, but limited maximum ~~levels, which achieve a 50%,~~payout to 100%~~, and 150% potential target payout, respectively, with reductions or increases corresponding to the percentage~~ of ~~target achieved between these ranges, for all quantitative metrics.~~target.

The Company increases value and accountability through the following best practices:

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

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

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

No pledging of Company securities

✓

Include double-trigger change in control vesting provisions for equity awards

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

No stock option re-pricing

~~No material perquisites for our NEOs~~

✓

Use a representative and relevant peer group to guide compensation

No perquisites for our NEOs

✓

Set robust stock ownership guidelines

No executive pensions or supplemental executive retirement plan ~~“SERP”~~

(“SERP”)

✓

~~Set robust stock ownership guidelines~~

Compensation Policies and Objectives

In accordance with the Compensation Committee charter, the Company employs the following general policies in determining executive compensation:

•

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.

•

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.

•

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 ~~2020~~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 ~~promotion,~~ or ~~being appointed to the Board,~~promotion executive officers ~~and members of the Board of Directors~~

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.

	Title			Required Share Ownership
	~~Executive~~ Chairman			5x Annual Salary
	Chief Executive Officer			5x Annual Salary
	Executive Vice President			3x Annual Salary
	Senior Vice President			2x Annual Salary
	Board of Directors			~~3x Annual~~5x Cash Retainer

•

In determining compensation levels at the Company for ~~2020,~~2023, the Compensation Committee compared executive compensation at the Company to that of immediate competitors in higher education, as well as other peers in the broader education industry similar in revenue, market capitalization, and growth profile. For ~~2020,~~2023, those ten publicly traded companies were: Adtalem Global Education, Inc., Bright Horizons Family Solutions Inc., Chegg, Inc., Graham Holdings Company, Grand Canyon Education, Inc., ~~Houghton Mifflin,~~ Stride, Inc. (formerly K12, Inc.), Laureate Education, Inc., Pearson PLC, Perdoceo Education Corporation, and ~~Zovio~~2U, Inc.

•

The Compensation Committee generally sets salary targets at the midpoint of comparable companies and incentive compensation ~~targets~~grants (both non-equity and stock-based) at or above the midpoint of comparable companies. This mix of compensation ensures that a greater proportion of executive pay is based on actual performance of the Company. If, in the Board’s judgment, the midpoint or upper quartile calculations of the comparable companies yield too high a compensation level, the Board will not match these levels, but instead will make reasoned judgments to establish the Company’s executive compensation at levels it deems more appropriate.

Stockholder Outreach

The Company values our stockholders’ opinions on the effectiveness of our compensation program. At the ~~2020~~2023 Annual Meeting of Stockholders, more than ~~98%~~92% of the votes cast were cast in favor of the advisory resolution to approve the ~~2019~~2022 compensation for the Company’s named executive officers. The Company believes this vote reflected ~~overwhelming~~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 ~~2020,~~2023, the Company continued our practice of year-round stockholder engagement related to business highlights and ~~governance, and this~~governance. This engagement ~~helps~~helped us better understand ~~their~~stockholder perspectives on significant issues, including company performance and strategy, our compensation practices, and ~~environmental, social,~~governance and ~~governance~~other topics. At various times during the year, we met ~~in-person or virtually~~ with representatives from 9743 different institutional investors, who collectively own approximately ~~10.8~~8.5 million shares or ~~44%~~35% of the Company’s outstanding ~~shares.~~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.

Who Determines Compensation?

Each year, the Board of Directors sets a number of goals and objectives for the Company’s business ~~including~~that align with our business strategy and reflect both financial and ~~operational and/or academic~~non-financial Company performance criteria. From these Company goals and objectives, the Compensation Committee designates certain financial, quantitative strategic, and ~~qualitative~~non-quantitative strategic goals to establish performance expectations associated with non-equity ~~incentive compensation. For NEOs, quantitative~~and equity incentives. In 2023, financial metrics ~~make~~made up ~~75%~~60% of non-equity incentive compensation for NEOs. Quantitative strategic measures made up an additional 20%, and ~~qualitative metrics account~~non-quantitative strategic measures accounted for the remaining ~~25%~~20%. For ~~each quantitative goal,~~the 2023 performance year, the Compensation Committee ~~sets~~set target and stretch levels for each financial measure. Under this framework, if a pass/fail metric is missed or if a quantitative measure is not met at target, ~~performance level~~the measure receives no corresponding payout. However, if a financial measure was met at stretch or between target and stretch, the payout for that ifindividual measure could be adjusted upward by the percentage above target that it was met, ~~would result in a 100% target performance payout. If actual performance is above the target level, the performance payout is increased~~ up to 150%. Nonetheless, the maximum total payout could not exceed 100% of the target payout. The Compensation Committee also sets threshold levels. If actual performance is below the target level but above the threshold level, non-equity incentive compensation is reduced to correspond to the percentage of target achieved.target. The Compensation Committee retains discretion to reduce ~~such pay~~payouts even ~~further.~~when targets are met. As discussed further below in the ~~“2020~~“2023 Compensation Decisions” section, ~~the Compensation Committee determined,~~ based on the assessment of ~~2020~~2023 Company performance against the ~~preset~~previously established goals, the ~~non-equity incentive compensation payouts for 2020 to be 66.67%~~Compensation Committee determined that all of the financial goals were met between target and stretch, all non-quantitative strategic goals were met, and one quantitative strategic goal was not met, thus achieving 99.6% of target payout for named executive officers.

In accordance with the Compensation Committee charter, compensation for the Company’s ~~Executive~~ Chairman and its CEO is determined by the Compensation Committee, subject to approval of the Company’s Board of Directors (excluding the ~~Executive~~ Chairman and the CEO, who are also directors). In making its determination on ~~Executive~~ Chairman and CEO compensation, the Compensation Committee reviews a number of factors, including but not limited to:

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The Company’s achievement of annual goals and objectives, both ~~quantitative~~financial and ~~qualitative,~~strategic measures, set by the full Board of Directors at the beginning of the year;

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The long-term performance of the Company; and

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CEO compensation levels at comparable companies.

For the other named executive officers, the Compensation Committee reviews, approves, and recommends to the full Board compensation based on:

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Performance of the named executive officers in light of relevant goals and objectives approved by the Compensation Committee and the annual goals and objectives established by the Board;

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Executive compensation levels at comparable companies; and

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The recommendations of the ~~Executive~~ Chairman and the CEO.

The ~~Executive~~ Chairman and the CEO provide recommendations for named executive officer compensation (other than themselves) to the Compensation Committee based on a review and analysis of each officer’s performance and contributions to the Company. While the Compensation Committee considers all of these recommendations, the Compensation Committee independently evaluates the recommendations for purposes of making its final recommendations to the full Board.

The Compensation Committee meets in the beginning of each year to review financial performance, to determine non-equity incentive compensation for the prior fiscal year, to consider equity awards, and to set executive officer salaries for the next fiscal year. The Compensation Committee meets again during the year, as may be required, to address compensation and equity grant issues for new officers and directors, to make

equity grants as long-term compensation, and to make other determinations or recommendations with respect to employee benefit plans and related matters.

Identification and Analysis of ~~2020~~2023 Compensation Programs

During ~~2020,~~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.

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Salary: Salaries for executives other than the ~~Executive~~ Chairman and the CEO are reviewed, approved, and recommended to the full Board annually by the Compensation Committee upon recommendation of the ~~Executive~~ Chairman and the CEO. The ~~Executive~~ 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 ~~annually~~ 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.

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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 ~~academic and/or operational targets~~goals and financial metrics. Of course, even if the Company achieves all of its ~~academic, operational,~~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 ~~2020,~~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, ~~but~~and not ~~certain.~~

guaranteed to be achieved.

The target non-equity incentive compensation for ~~both the Executive Chairman and~~ the Chief Executive Officer is 125% of base salary, as set forth in ~~their respective~~his employment ~~agreements.~~agreement. For ~~2020,~~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 ~~Chief Operating Officer (who became President of U.S. Higher Education in August 2020) and 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 ~~“2020~~“2023 Compensation Decisions” for more information regarding non-equity incentive compensation for ~~2020.~~2023.

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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 ~~Executive~~ 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.

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Equity-based Compensation Program: As discussed above, the Company believes it should, subject to achievement of certain ~~academic, operational,~~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. ~~Prior to 2017, all performance-based equity~~Equity grants ~~included performance measures related to maintaining~~made in 2023 require that Strayer University, Capella University, and Torrens University maintain their accreditation and all required regulatory approvals and Strayer University’s regional accreditation. These criteria were both reasonably uncertain and of paramount importance to both the short-term and long-term viability of the Company. Subsequent to 2017, equity grants require bothapprovals; that Strayer University and Capella University shall not have lost Title IV eligibility due to ~~maintain their accreditation, to remain in compliance with~~a breach of the 90/10 ratio requirement; and tothat Strayer University and Capella University have a cohort default ~~rate~~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~~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.

Our restricted stock agreements with employees contain specific clawback provisions. IfFirst, 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. ~~In addition,~~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.

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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 ~~limited perquisites available~~those offered to all ~~officers with a title~~employees of ~~vice president or above for parking in Minneapolis, a practice continued by~~ the ~~Company subsequent to the merger with Capella Education~~ Company. The Company also reimburses relocation expenses including associated tax gross-ups, when applicable. This reimbursement is offered to officers hired from a different location to encourage prospective executives to relocate for the Company’s benefit.

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Employment Agreements with Mr. Silberman and Mr. McDonnell: Robert S. Silberman, the Company’s ~~Executive~~ 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, ~~and then~~ again on April 24, ~~2014.~~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 ~~was for six~~is five years (ending on ~~May 2, 2019)~~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 ~~$665,000~~$800,000 per annum (subject to annual cost-of-living increases ~~for at least cost~~and any other increases that may be approved by the Board of ~~living adjustments)~~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 ~~also~~ eligible to receive ~~a target non-equity~~annual grants of equity incentive compensation, ~~payment of at least 125% of base salary, for each of~~which grants will be subject to the ~~fiscal years during which he is employed, upon meeting certain corporate and financial goals annually approved by the Board.~~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 ~~unit~~ 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 ~~occurs~~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 ~~is entitled~~would receive all payments to ~~the same payments and benefits as~~which he would be entitled ~~to in connection with~~for any ~~other~~“without cause” termination, ~~without cause, plus~~as well as a ~~lump sum~~one-time payment of $2,925,000 (an amount equal to three times ~~the latest annual~~his most recent non-equity incentive compensation ~~award paid to him prior to the termination.~~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 ~~confidential~~ the Company’s proprietary ~~information.~~

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, ~~and~~ amended that agreement on April 24, ~~2014.~~2014, and amended that agreement again on July 26, 2023. Under the employment agreement, as amended, Mr. McDonnell’s term of employment ~~was six~~is five years (ending on ~~May 2, 2019)~~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 ~~was~~is given a base salary of ~~$665,000 per annum (subject~~$961,175, which is subject to annual cost-of-living increases ~~for at least cost~~and any other increases that may be approved by the Board of ~~living adjustments).~~Directors from time to time. Mr. McDonnell is also eligible to receive a target non-equity incentive compensation amount ofequal 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, with a target grant date fair value equal to at least $2,000,000.~~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.

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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 ~~2020,~~2023, the Company ~~matched~~offered a 100% match on the first 2% of contribution, and a 50% match on the next 2% of ~~employee deferrals up to~~the contribution, for a ~~maximum~~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

~~plan~~ Employee Purchase Plan to encourage stock ownership by its employees. The Company does not currently provide executives with any supplemental or deferred retirement plans. As a result of the merger, the Company assumed the Capella Education Company 401(k) Plan, and legacy Capella employees (those employed by Capella prior to August 1, 2018), continued participating in that plan during 2019, until the plans were merged beginning January 1, 2020.

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~~Deferred Compensation Arrangements~~: Consistent with the Compensation Committee’s philosophy to pay for current performance, to promote equity and uniformity among employees, and to segregate our incentive compensation arrangements from our retirement arrangements in order to better align the interest of the Company’s executives with those of the Company’s shareholders, in February of 2019, the Board of Directors of the Company took action to terminate any remaining employee deferred compensation retirement arrangements maintained by the Company and Capella Education Company. This termination action impacted the Capella Education Company frozen deferred compensation retirement plan and certain legacy restricted stock unit arrangements considered to be deferred compensation. In accordance with tax requirements associated with this termination, all amounts previously deferred under the Company’s and Capella Education Company’s legacy deferred compensation arrangements were paid or settled between February 2020 and February 2021, unless earlier paid in accordance with their existing terms. The Compensation Committee has no present plans to implement similar deferred compensation arrangements for officers or employees in the future.

~~2020~~2023 Compensation Decisions

The compensation policies and objectives outlined above formed the basis for the Compensation Committee’s recommendation, and the Board’s determination, of ~~2020~~2023 compensation for our named executive officers. Each component, and the overall compensation package, for named executive officers reflected the Company’s philosophy of paying for performance based on corporate and personal achievements in ~~2020.~~2023.

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Salary: ~~In years past, the salary for our Chief Executive Officer was below the average of our peer companies. Likewise, salaries for other~~Our named executive officers ~~were at or below the midpoint. In 2020, Mr. McDonnell and Mr. Silberman~~ received salary increases ~~above their minimum contractual~~of approximately 3% in 2023, consistent with the Board approved average merit-based salary increases ~~of 1.7% (based on cost of living adjustments),~~ for ~~only the second time since entering into those agreements in 2013. The Compensation Committee determined these larger increases were in the best interest of~~ the Company ~~given the expanded responsibilities and duties of the executives post-merger. This was only the fifth salary increase Mr. Silberman had received since 2008 and Mr. McDonnell since 2013,~~ as ~~each executive had previously declined his contractual salary increases.~~a whole.

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Non-equity Incentive Compensation: At the start of each year, the ~~Compensation Committee~~Board of Directors sets specific goals upon which it will evaluate non-equity incentive compensation in the upcoming year. These goals are comprised of ~~quantitative~~ financial objectives, quantitative strategic objectives, and ~~qualitative~~non-quantitative strategic objectives and strategic measures. ~~For~~In 2023, for the named executive officers, non-equity incentives were based entirely on Company performance against preset goals established by the Board of Directors at the start of the fiscal year. Company performance against financial objectives ~~account~~accounted for ~~75%~~60% of the ~~non-equity incentive compensation~~ performance evaluation, quantitative strategic measures made up an additional 20%, and ~~the qualitative~~non-quantitative strategic measures ~~account~~accounted for the remaining ~~25%~~20%. The Compensation Committee ~~sets~~set a ~~range of quantitative metrics~~financial metric performance threshold for named executive officers which, if met, would yield a target payout of non-equity incentive compensation ~~a threshold level which would yield a payout~~ at ~~50% of target, and a maximum level that would yield a payout at 150%~~100% of target. ~~Actual performance between threshold, target, and maximum levels leads to~~Each financial objective also contained stretch goals, which if met would increase the payout for that objective by a corresponding percentage of payout above or below the target. The qualitative metrics comprise 25% of total target payout but if the average of the payout percentages calculated for each quantitative financial metric, up topercentage. However, the maximum ~~goal, exceeds~~total payout could not exceed 100%~~, then meeting the qualitative metric will yield a payout equal to 25%~~ of ~~the total target payout multiplied by the average of the payout percentages calculated for the quantitative measures.~~target.

Target payout is 125% of base salary for the CEO, ~~and the Executive Chairman,~~ 100% of base salary for the Chief Financial Officer, and 75% for the General Counsel and Chief ~~Operating Officer (who became President~~Human Resources Officer.

For 2023, the Board of ~~U.S. Higher Education in August 2020) and the General Counsel.~~

~~For 2020, the Compensation Committee~~Directors set quantitative financial objectives for Revenue, Operating Income, and ~~EPS~~Earnings per Share (“EPS”) (with each metric weighted equally at ~~25%~~20%). In addition, for 2023, the ~~Compensation Committee set qualitative objectives~~Board of Directors established two quantitative strategic goals. The first quantitative strategic goal, reducing average Title IV funding per US Higher Education student (weighted at 15%), is important to the Company’s long-term strategy to shift more of its education funding from U.S. backed Title IV to funding from employers, which ~~comprise 25%~~aids compliance with the 90/10 ratio. The second quantitative strategic goal, of reducing the ~~total payout, including~~Company’s enterprise real estate footprint (weighted at 5%), is important to the Company’s efforts to reduce costs, improve productivity, and reduce greenhouse emissions. Two non-quantitative strategic goals, reallocating excess capital to investors and maintaining all regulatory, legal, and ethical standards, ~~such as cohort default rates and 90/10 ratios; acquiring new corporate/~~~~institutional partners; and piloting a non-degree product or service with a new employer.~~

were also set (each weighted 10%).

After the conclusion of the fiscal year, the Compensation Committee evaluated the achievement of both the quantitative metrics and the ~~qualitative goals, excluding the effect of the ANZ transaction, which closed in November 2020, on Company financials.~~strategic measures. The Compensation Committee determined that the Company achieved the Operating Income, EPS, and ~~EPS targets~~Revenue measures above target, and achieved three of the ~~minimum but below the target threshold, did not achieve the minimum payouts on Revenue, and met the qualitative metrics, and thus calculated the~~four strategic goals resulting in a payout at ~~66.67%~~99.6% of target.

The chart below shows the ~~2020~~2023 breakdown of the performance metrics and the Compensation Committee’s calculations in making its pay-for-performance determinations for our NEOs:

Measure	Weight		Threshold 50% Payout			Target 100% Payout			Maximum 150% Payout			2020 Results			2020 Calculated % of Target		Weighted Payout %		Weight		Target 100% Payout(a)			Stretch 150% Payout			2023 Results(a)			2023 Calculated % of Target		Weighted Payout %
Revenue (in thousands)		25%		$	1,030,000		$	1,040,000		$	1,050,000		$	1,004,272		0%		0%		20%		$	1,119,000		$	1,174,000		$	1,143,861		122.6%		24.5%
Operating Income (in thousands)		25%		$	207,000		$	213,000		$	220,000		$	212,523		96.6%		24%		20%		$	119,000		$	139,000		$	126,590		119.0%		23.8%
EPS		25%		$	6.95		$	7.15		$	7.40		$	7.03		70.7%		17.67%		20%		$	3.40		$	4.00		$	3.78		131.7%		26.3%
Academic		25%			—			—			—			Achieved		100%		25%
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%																66.67%		100%													99.6%

(a)

The measures that the Compensation Committee uses to evaluate non-equity compensation include Revenue, Operating Income, and EPS. The figures that are used to set targets for non-equity compensation are based on adjusted results, which exclude certain expenses and accounting adjustments relating to the Company’s acquisition of ANZ, severance and other costs associated with restructuring, income recognized from certain investments, and certain tax adjustments, and are further adjusted as applicable using a constant exchange rate of 0.69 Australian Dollars to U.S. Dollars and a 30% effective tax rate.

Based on this information, and coupled with the evaluation of individual performance during the course of the year, non-equity incentive compensation for the NEOs (other than the Chairman, who, under his amended employment agreement does not receive non-equity incentive compensation) was as follows:

	Annual Target as a Percentage of Base Salary		2020 Target Award Opportunity			2020 Achievement %		2020 Actual Award			2020 Award as % of Base Salary		Annual Target as a Percentage of Base Salary		2023 Target Award Opportunity			2023 Achievement %		2023 Actual Award			2023 Award as % of Base Salary
Robert S. Silberman		125%		$	942,500		66.67%		$	628,402		83%
Karl McDonnell		125%		$	1,100,000		66.67%		$	733,413		83%		125%		$	1,201,469		99.6%		$	1,196,663		124.5%
Daniel W. Jackson		100%		$	525,000		66.67%		$	350,038		67%		100%		$	574,000		99.6%		$	571,704		99.6%
Andrew E. Watt		75%		$	386,250		66.67%		$	257,528		50%
Lizette B. Herraiz		75%		$	333,750		66.67%		$	222,524		50%		75%		$	364,500		99.6%		$	363,042		74.7%
Christa E. Hokenson														75%		$	349,500		99.6%		$	348,102		74.7%

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Equity-based Compensation: The Company views its equity as very valuable and is reluctant to issue it given the dilutive effect on existing stockholders. In any given year, equity grants will generally not be awarded if the Company fails to achieve the quantitative and qualitative goals as outlined above, but neither does the achievement of those goals dictate that grants must be made. Instead, theThe 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’ ~~interest.~~interests.

In February ~~2020,~~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. ~~In light of these achievements, the Board~~Mr. McDonnell was awarded ~~Messrs. McDonnell and Silberman each~~ a performance-based restricted share equity grant with a grant date fair value of ~~$3,000,000.~~

~~Also in February 2020, Messrs. Jackson and Watt each received~~$3,250,000. Mr. Silberman was awarded a performance-based restricted share equity ~~grants~~grant with a grant date fair value of ~~$1,000,000, and Ms. Herraiz~~$3,200,000. Also in February 2023, Mr. Jackson received a performance-based restricted share equity grant with a grant date fair value of ~~$400,000,~~$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 ~~upon~~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 ~~success in~~successes of 2022, including the ~~previous year.~~

growth at Capella University and Education Technology Services, the successful turnaround performance of Strayer University, and

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31

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 ~~2020~~2023 included maintaining all required regulatory approvals and the ~~regional~~ accreditation of both Strayer University and Capella University, ~~as well as~~maintaining accreditation and regulatory approvals for Torrens University, and (1) ~~maintaining compliance with the 90/10 ratio for both~~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.~~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 ~~2020,~~2023, the Compensation Committee determined that the performance criteria had been met.

Recoupment Policy

~~The~~Effective November 2023, the Company has adopted aan amended Recoupment ~~Policy that requires~~Policy. The amended policy, which each executive officer who receives incentive-based compensation, as ~~so designated under Rule 3b-7 of~~well as the ~~1934 Act, to~~Chief Accounting Officer, must acknowledge and agree to, requires that any ~~award, including all non-equity incentive compensation, or equity-based~~incentive-based compensation will be ~~repaid should a “Triggering Event” occur. A Triggering Event is~~subject to recoupment in the event of any accounting restatement (as defined in the ~~Recoupment Policy as a decision by the Audit Committee to effect~~policy), including an accounting restatement ~~of the Company’s~~“to correct an error in previously ~~published~~issued financial statements ~~caused by~~that is material ~~noncompliance by~~to the ~~Company with any~~previously issued financial ~~reporting requirement due to fraud, misconduct, negligence,~~statements, or ~~lack of sufficient oversight on~~that would result in a material misstatement if the ~~part of any executive officer,~~error were corrected in the current period or left uncorrected in the current period”; or a decision by the Compensation Committee that one or more performance metrics used for determining previously paid ~~incentive~~incentive-based compensation was incorrectly calculated and, if calculated correctly, would have resulted in a lower payment to one or more executive officers.

No Hedging, Pledging or Short Sales Transactions Permitted

The Company’s Code of Business Conduct prohibits all officers, directors, trustees and other persons designated by the Audit Committee from engaging in hedging transactions designed to offset decreases in the market value of the Company’s securities or otherwise investing in options, warrants, stock appreciation rights, put or call option contracts, straddles or similar rights relating to the Company’s securities. In addition, the Code of Business Conduct prohibits such persons from pledging any Company securities as collateral for a loan, engaging in short sales of Company securities, or purchasing the Company’s securities on margin.

Impact of Tax and Accounting Treatment

Under Section 162(m) of the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations, ~~(“Section 162(m)),~~ no deduction is allowed for annual compensation in excess of $1 million paid by a publicly traded corporation to its ~~“named executive officers” — defined as the~~ chief executive officer, chief financial officer, and ~~the three~~certain other ~~highest~~highly compensated ~~executive officers~~employees (except for certain compensation that is “grandfathered” in accordance with the Tax Cuts and Jobs Act of 2017). ~~Prior to the passage of the Tax Cuts and Jobs Act of 2017, however, there was no limitation under Section 162(m) on the deductibility of “qualified performance-based compensation.”~~ The Company intends to continue its practice of making a large percentage of named executive officer compensation performance-based, despite the fact that such amounts above $1 million will no longer be tax deductible.

29
32

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, ~~2018, 2019,~~2021, 2022, and ~~2020:~~2023:

	Year		Salary			Bonus			Non-Equity Incentive Plan Compensation(a)			Stock Awards(b)			All Other Compensation(c)			Total			Year		Salary			Non-Equity Incentive Plan Compensation(a)			Stock Awards(b)			All Other Compensation(c)			Total
Robert S. Silberman, Executive Chairman		2020		$	754,000		$	—		$	628,402		$	3,000,000		$	8,550		$	4,390,952
		2019		$	720,000		$	—		$	1,350,000		$	5,000,000		$	2,268		$	7,072,268
		2018		$	702,000		$	—		$	894,000		$	3,000,000		$	2,219		$	4,598,219
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		2020		$	880,000		$	—		$	733,413		$	3,000,000		$	—		$	4,613,413		2023		$	961,175		$	1,196,663		$	3,250,000		$	9,900		$	5,417,738
		2019		$	840,000		$	—		$	1,575,000		$	5,000,000		$	2,025		$	7,417,025		2022		$	933,180		$	1,166,475		$	3,360,000		$	9,150		$	5,468,805
		2018		$	702,000		$	—		$	894,000		$	3,000,000		$	4,125		$	4,600,125		2021		$	906,000		$	283,125		$	5,000,000		$	8,700		$	6,197,825
Daniel W. Jackson, Executive Vice President & Chief Financial Officer		2020		$	525,000		$	—		$	350,038		$	1,000,000		$	8,550		$	1,883,588		2023		$	574,000		$	571,704		$	2,000,000		$	9,955		$	3,155,659
		2019		$	500,000		$	—		$	750,000		$	1,000,000		$	4,200		$	2,254,200		2022		$	557,000		$	557,000		$	1,920,000		$	9,150		$	3,043,150
		2018		$	425,000		$	60,000 (d)		$	325,000		$	1,000,000		$	4,125		$	1,814,125		2021		$	540,000		$	135,000		$	1,000,000		$	8,700		$	1,683,700
Andrew E. Watt, (e) President, U.S. Higher Education		2020		$	515,000		$	—		$	257,528		$	1,000,000		$	8,550		$	1,781,078
Andrew E. Watt, (e) President, U.S. Higher Education		2019		$	475,000		$	—		$	534,375		$	1,000,000		$	14,585		$	2,023,960
Lizette B. Herraiz Senior Vice President & General Counsel		2020		$	445,000		$	—		$	222,524		$	400,000		$	8,550		$	1,076,074		2023		$	486,000		$	363,042		$	1,000,000		$	9,955		$	1,858,997
		2019		$	415,000		$	—		$	466,875		$	250,000		$	4,200		$	1,136,075		2022		$	472,000		$	354,000		$	960,000		$	9,150		$	1,795,150
		2018		$	319,791		$	100,000 (f)		$	—		$	1,000,000		$	4,125		$	1,423,916		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

(a)

The Non-Equity Incentive compensation reported in this column was earned in fiscal years ~~2020, 2019,~~2023, 2022, and ~~2018~~2021 and paid in fiscal years ~~2021, 2020,~~2024, 2023, and ~~2019,~~2022, respectively. See “Non-Equity Incentive Compensation” discussion above for additional detail.

(b)

The amounts shown in ~~the~~this column ~~above~~ 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 ~~in accordance with FASB ASC Topic 718.~~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.

(c)

All Other Compensation for each named executive officer primarily represents the Company’s matching contribution to the Company’s 401(k) plan. ~~For 2019, Mr. Watt participated in the Capella 401(k) plan, which had a higher match percentage that year prior to consolidation of the plans.~~

~~(d)~~

This figure represents a discretionary bonus payment based on the executive’s service and contributions leading up to and culminating in the successful execution of the merger agreement between the Company and Capella Education Company. The bonus was earned in fiscal year 2018, and paid in fiscal year 2019.

~~(e)~~

Mr. Watt became an executive officer on February 27, 2019 upon his appointment as Chief Operating Officer. In August of 2020, Mr. Watt became President of U.S. Higher Education for the Company, in anticipation of the Company aligning around different business segments upon the closing of the ANZ transaction.

~~(f)~~

~~Ms. Herraiz was not an executive officer in 2018 until her promotion to General Counsel on August 1, 2018, and thus this amount was not characterized as non-equity incentive compensation.~~

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33

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, ~~2020.~~2023.

Name	Grant Date		Estimated future payouts under non-equity incentive plan awards						All Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards ($)		Vesting Date		Grant Date		Estimated future payouts under non-equity incentive plan awards(b)						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards ($)(c)		Vesting Date
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		All Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards ($)		Vesting Date		Grant Date		Threshold ($)		Target ($)		Maximum ($)				Grant Date Fair Value of Stock Awards ($)(c)		Vesting Date
Robert S. Silberman, Executive Chairman		2/27/20								20,518(a)		3,000,000		2/27/24
Robert S. Silberman, Executive Chairman		—		471,250		942,500		1,413,750
Robert S. Silberman, Chairman																2/22/23								34,000(a)		3,200,000		2/22/27
Robert S. Silberman, Chairman																—		—		—		—
Karl McDonnell, Chief Executive Officer & Director		2/27/20								20,518(a)		3,000,000		2/27/24		2/22/23								34,531(a)		3,250,000		2/22/27
Karl McDonnell, Chief Executive Officer & Director		—		550,000		1,100,000		1,650,000								—		60,073		1,201,469		1,201,469
Daniel W. Jackson, Executive Vice President & Chief Financial Officer		2/27/20								6,840(a)		1,000,000		2/27/24		2/22/23								21,250(a)		2,000,000		2/22/27
		—		262,500		525,000		787,500								—		28,700		574,000		574,000
Andrew E. Watt, President of U.S. Higher Education		2/27/20								6,840(a)		1,000,000		2/27/24
Andrew E. Watt, President of U.S. Higher Education		—		193,125		386,250		579,375
Lizette B. Herraiz Senior Vice President & General Counsel		2/27/20								2,736(a)		400,000		2/27/24		2/22/23								10,625(a)		1,000,000		2/22/27
Lizette B. Herraiz Senior Vice President & General Counsel		—		166,875		333,750		500,625								—		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

(a)

These awards of restricted stock vest 100% on February ~~27, 2024,~~22, 2027, subject to satisfaction of certain performance criteria as discussed above in the “Equity-based ~~Compensation.”~~Compensation” section. The closing price of the Company’s common stock was ~~$146.22~~$94.12 on February 21, 2023, which was used as the grant date ofper 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.

(c)

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.

Outstanding Equity Awards at Fiscal Year-End

The following ~~tables set~~table sets forth outstanding ~~option and~~ stock awards of the Company’s named executive officers as of December 31, ~~2020.~~

Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Not
Exercisable
(#)

Option
Grant
Date

Option
Exercise
Price
($)

Option
Full
Vesting
Date

Option
Expiration
Date

Intrinsic
Value of
Stock
Options at
12/31/20
($)(a)

Robert S. Silberman, — — — — — — —
Executive Chairman
Karl McDonnell, — — — — — — —
Chief Executive
Officer & Director

Daniel W. Jackson, — — — — — — —
Executive Vice President & Chief Financial Officer
Andrew E. Watt, — 1,148 2/27/17 87.66 2/27/21 2/27/27 8,805
President of U.S. Higher Education
Lizette B. Herraiz — — — — — — —
Senior Vice President & General Counsel

~~(a)~~

~~The closing price of~~2023. There were no outstanding option awards held by the Company’s ~~common stock~~named executive officers as of ~~$95.33 on~~ December 31, ~~2020 was compared to the option exercise prices to determine the market value of these stock options at December 31, 2020.~~

~~Outstanding Stock Awards Table at Fiscal Year-End~~2023.

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)

~~Market~~
~~Value of~~
~~Shares of~~
~~Stock at~~
~~12/31/20~~
~~That Have Not~~
~~Vested~~
~~($)~~

Restricted Stock

Vesting Date

Robert S. Silberman,
~~Executive~~
Chairman

~~2/13/18~~

~~32,971(a)~~

~~3,143,000~~

~~2/13/22~~

~~2/27/19~~

~~39,352(b)~~

~~3,751,000~~

~~2/27/23~~

2/27/20

20,518~~(c)~~(a)

~~1,956,000~~1,895,000

2/27/24

~~Karl McDonnell,~~
~~Chief Executive Officer & Director~~

2/~~14/17~~25/21

~~18,369(d)~~55,267(b)

~~1,751,000~~5,105,000

2/~~14/21~~

25/25

2/~~13/18~~24/22

~~32,971(a)~~57,542(c)

~~3,143,000~~5,315,000

2/~~13/22~~

24/26

2/~~27/19~~22/23

~~39,352(b)~~34,000(d)

~~3,751,000~~3,141,000

2/~~27/23~~

22/27

Karl McDonnell,
Chief Executive Officer & Director

2/27/20

20,518~~(c)~~(a)

~~1,956,000~~1,895,000

2/27/24

~~Daniel W. Jackson,~~
~~Executive Vice President &~~
~~Chief Financial Officer~~

2/~~14/17~~25/21

~~12,246(d)~~55,267(b)

~~1,167,000~~5,105,000

2/~~14/21~~

25/25

2/~~13/18~~24/22

~~10,990(a)~~67,133(c)

~~1,048,000~~6,201,000

2/~~13/22~~

24/26

2/~~27/19~~22/23

~~7,871(b)~~34,531(d)

~~750,000~~3,190,000

2/~~27/23~~

22/27

Daniel W. Jackson,
Executive Vice President &
Chief Financial Officer

2/27/20

6,840~~(c)~~(a)

~~652,000~~632,000

2/27/24

~~Andrew E. Watt,~~
~~President of U.S. Higher Education~~

2/~~26/18~~25/21

~~4,400(e)~~11,054(b)

~~419,000~~1,021,000

2/~~26/22~~

25/25

2/~~27/19~~24/22

~~7,871(b)~~38,362(c)

~~750,000~~3,543,000

2/~~27/23~~

24/26

2/~~27/20~~22/23

~~6,840(c)~~21,250(d)

~~652,000~~1,963,000

2/~~27/24~~

22/27

Lizette B. Herraiz,

Senior Vice President & General Counsel

~~2/14/17~~

~~1,225(f)~~

~~117,000~~

~~2/14/21~~

~~2/13/18~~

~~10,990(a)~~

~~1,048,000~~

~~2/13/22~~

~~2/27/19~~

~~1,968(b)~~

~~188,000~~

~~2/27/23~~

2/27/20

2,736~~(c)~~(a)

~~261,000~~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

(a)

These awards of restricted stock ~~vest 100% on February 13, 2022, subject to the satisfaction of certain performance criteria. The Company’s closing price of common stock was $90.99 on the grant date of these awards.~~

~~(b)~~

These awards of restricted stock vest 100% on February 27, 2023, subject to the satisfaction of certain performance criteria. The Company’s closing price of common stock was $127.06 on the grant date of these awards.

~~(c)~~

~~These awards of restricted stock vest~~vested 100% on February 27, 2024, ~~subject to~~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.

~~(d)~~
(b)

These awards of restricted stock ~~vested~~vest 100% on February ~~14, 2021, upon~~25, 2025, subject to the satisfaction of certain performance criteria. The Company’s closing price of common stock was ~~$81.66~~$90.47 on the grant date of these awards.

~~(e)~~
(c)

~~This award~~These awards of restricted stock ~~units vests~~vest 100% on February ~~26, 2022. The award’s value is $117.84 per share based on~~24, 2026, subject to the ~~merger exchange ratio.~~

~~(f)~~

~~This award~~satisfaction of ~~restricted stock vested 100% on February 14, 2021.~~certain performance criteria. The Company’s closing price of common stock was ~~$81.66~~$50.05 on the grant date of ~~this award.~~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.

(e)

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.

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35

Options Exercised and Restricted Stock Vested

The following table sets forth ~~the number of options exercised and~~ the shares of restricted stock that vested during the fiscal year ended December 31, ~~2020~~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.

Options Exercised Restricted Stock Vested
Name
Number of
Shares
Acquired
On Exercise
(#)

Realized
Value
On Exercise
($)

Number of
Shares
Acquired
On Vesting
(#)

Realized
Value
On Vesting
($)

Robert S. Silberman, — — — —
Executive Chairman
Karl McDonnell, — — 39,471 6,405,749
Chief Executive Officer & Director
Daniel W. Jackson, — — 9,868 1,601,478
Executive Vice President & Chief Financial Officer
Andrew E. Watt, 2,464 209,371 1,131 170,170
President of U.S. Higher Education
Lizette B. Herraiz, — — 3,947 640,559
Senior Vice President & General Counsel

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

(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.

Potential Payments upon Termination or Change in Control

In ~~2020,~~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 ~~$2.3~~$2.4 million, and all restricted stock ~~units and options~~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 ~~occurs~~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 iswould receive all payments to which he would be entitled ~~to receive~~for any “without cause” termination, as well as a ~~lump sum~~one-time payment ofin an amount equal to three times his ~~annual base salary plus three times his latest previous annual~~most recent non-equity incentive compensation award ~~actually paid.~~($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 ~~confidential~~ the Company’s proprietary ~~information.~~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 ~~$2.64~~$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 ~~occurs~~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.~~ 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 ~~confidential~~ the Company’s proprietary ~~information.~~information confidential.

All stock options and restricted stock awards ~~made in 2013 and thereafter~~ 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, ~~2020,~~2023, when the most recent closing price of the Company’s common stock was ~~$95.33.~~$92.37.

Name	Value Realized Upon Vesting Due to Change in Control with Termination ($)
Robert S. Silberman		~~8,850,000~~15,456,000
Karl McDonnell		~~10,601,000~~16,391,000
Daniel W. Jackson		~~3,617,000~~
~~Andrew E. Watt~~		~~1,830,000~~7,159,000
Lizette B. Herraiz		~~1,614,000~~3,517,000
Christa E. Hokenson		3,580,000

Securities Authorized for Issuance Under Equity Compensation Plans

Set forth in the table below is information pertaining to securities authorized for issuance under the Company’s equity compensation plans as of December 31, ~~2020.~~2023. There are options and restricted stock units but no warrants existing under these plans.

Equity Compensation Plan Information

as of December 31, ~~2020~~2023(1)

Plan Category
Number of
securities
to be issued upon
exercise of
outstanding
options, warrants
and rights
(a)

Weighted average
exercise price of
outstanding
options,
warrants and
rights
(b)(1)

Number of securities
remaining available
for future
issuance
under equity
compensation plans
(excluding securities
reflected in column(a))
(c)

Equity compensation plans previously
approved by security holders

2018 Equity Compensation Plan which
replaced the 2015 Equity Compensation Plan
— $ — 820,773
Equity compensation plans not previously
approved by security holders(2)

Capella Education Company 2014 Equity
Incentive Plan
22,685 $ 66.87 1,085,525
Capella Education Company 2005
Stock Incentive Plan
2,889 $ 57.39 —
Total 25,574 $ 65.80 1,906,298

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)(2)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c)
Equity compensation plans previously approved by security holders
2018 Equity Compensation Plan which replaced the 2015 Equity Compensation Plan		—		$	—		756,247
Equity compensation plans not previously approved by security holders(3)
Capella Education Company 2014 Equity Incentive Plan		18,571		$	68.13		—
Capella Education Company 2005 Stock Incentive Plan		590		$	74.28		—
Total		19,161		$	68.32		756,247

(1)

In 2022, the Company sought and received shareholder approval to amend the Strategic Education, Inc. 2018 Equity Compensation Plan, the result of which was to make available shares for issuance thereunder that were previously available for issuance under the Capella Education Company 2014 Equity Incentive Plan.

(2)

The weighted average exercise price does not reflect shares that will be issued upon the vesting of outstanding restricted stock units.

~~(2)~~
(3)

In connection with the merger of the Company with Capella Education Company on August 1, 2018, ~~(the “Merger”),~~ the Capella Education Company 2014 Equity Incentive Plan and the Capella Education Company 2005 Stock Incentive Plan ~~(collectively, the “Equity Plans”)~~ were assumed by the Company. Under the Equity Plans, shares of the Company’s common stock may be issued upon the exercise or settlement of equity awards that were granted prior to the closing of the Merger or pursuant to awards granted after the closing of the Merger to legacy Capella Education Company employees under the Capella Education Company 2014 Equity Incentive Plan.

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38

COMPENSATION COMMITTEE REPORT

The Company has established a standing Compensation Committee. ~~During fiscal year 2020, since April 27, 2020, the~~The Compensation Committee ~~was~~is composed of Ms. Brogley (Chair), Dr. ~~Casteen,~~McRobbie, and Mr. ~~Waite.~~Slocum. Prior to April ~~27, 2020,~~26, 2023, the ~~Compensation~~ Committee ~~was comprised~~consisted of Ms. Brogley, ~~(Chair),~~Mr. Johnson, and ~~Messrs. Milano and Waite.~~Dr. McRobbie.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section with management and, based on the review and discussion, the Committee recommended to the Board to include this information in the Company’s Annual Report on Form 10-K and proxy statement.

Compensation Committee:

Rita D. Brogley, Chair

Dr. ~~John T. Casteen, III~~
~~G. Thomas Waite, III~~Michael A. McRobbie
William J. Slocum

AUDIT COMMITTEE REPORT

The Audit Committee of the Strategic Education, Inc. (the “Company”) Board of Directors is composed of ~~four~~three directors, Messrs. ~~Fick~~Waite (Chair), ~~Dallas,~~ Johnson, and ~~Waite,~~Slocum, all of whom are independent, as independence is defined under the ~~NASDAQ~~Nasdaq Listing Standards and Rule 10A-3(b)(1) of the 1934 Act. Prior to April 26, 2023, the Audit Committee consisted of Messrs. Waite, Grusky, and Slocum. The Audit Committee operates under a written charter first adopted in 2001, which is currently reviewed annually, and which has periodically been ~~subsequently~~ revised by the Committee to reflect regulatory developments.

The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management is responsible for maintaining appropriate accounting and financial reporting policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations.

The independent auditors are responsible for planning and carrying out a proper audit of the Company’s annual financial statements, reviews of the Company’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures.

In connection with this responsibility, during ~~2020~~2023 the Audit Committee met and held discussions with management ~~five~~four times together with the Company’s independent registered public accounting firm. The Audit Committee reviewed and discussed the audited financial statements with management. At least quarterly, as a matter of practice, the Audit Committee, in addition to the agenda with all present, meets separately with management, internal audit, and PricewaterhouseCoopers LLP, and in executive session of itself. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee reviewed and discussed the consolidated financial statements with management and, independently with PricewaterhouseCoopers LLP. The Committee also discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

During the year ~~2020,~~2023, management conducted the documentation, testing and evaluation of the Company’s system of internal control over financial reporting in ~~response to~~accordance with the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and PricewaterhouseCoopers LLP at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with a report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee also reviewed the report of management contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020~~2023 filed with the SEC, as well as PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm (included in the Company’s Annual Report on Form 10-K). This report of PricewaterhouseCoopers LLP related to its audit of (i) the consolidated financial statements and (ii) the

37
39

effectiveness of internal control over financial reporting. The Audit Committee continues to oversee the Company’s efforts related to its internal control over financial reporting.

The Audit Committee has received from PricewaterhouseCoopers LLP the written disclosures and the letter required by the applicable standards of the Public Company Accounting Oversight Board regarding communications with the Audit Committee concerning the independence of PricewaterhouseCoopers LLP and has discussed with PricewaterhouseCoopers LLP its independence. PricewaterhouseCoopers LLP advised the Committee that there were no disagreements with management regarding the preparation of the Company’s financial statements or the conduct of the annual audit.

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ~~2020~~2023 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2023, filed with the SEC, and that PricewaterhouseCoopers LLP be retained as the Company’s independent registered public accounting firm for the fiscal year ~~2021.~~2024.

Audit Committee:
~~Nathaniel C. Fick, Chair~~
~~H. James Dallas~~
~~Jerry L. Johnson~~

G. Thomas Waite, III, Chair
Jerry L. Johnson
William J. Slocum

Certain Transactions with Related Parties

The Company had no transactions with related parties during the fiscal year ended December 31, ~~2020~~2023 that would need to be disclosed pursuant to Item 404 of Regulation S-K. The Company prohibits conflict of interest activities, which includes within that definition related party transactions, by any director or officer, or persons related thereto, unless specifically approved in advance and in writing by the General Counsel, CEO, and Audit Committee of the Board of Directors after full disclosure of all aspects of the activity. A conflict of interest is defined generally to include situations where a person (i) has a private interest that materially conflicts or interferes with the interests of the Company, (ii) has a material personal interest that will impair the person’s ability to perform his or her work objectively and effectively, or (iii) derives a material personal benefit as a result of the person performing services for the Company. Among the other circumstances that may be considered conflicts of interest, any engagement in a personal business transaction involving the Company for profit or gain will be considered a conflict of interest requiring advance approval under the Code of Business Conduct. The Company’s policy prohibiting conflict of interest activities is further described in the Code of Business Conduct.

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 ~~2020,~~2023, our last completed fiscal year:

•

the annual total compensation of our median employee (other than our CEO) was ~~$57,980,~~$63,087 including the estimated value of such employee’s health and welfare benefits; and

•

the annual total compensation of our CEO was ~~$4,623,700~~$5,436,430, including the estimated value of his health and welfare benefits.

Based on this information, for ~~2020~~2023 the ratio of the annual total compensation of Mr. McDonnell, our CEO, to the annual total compensation of our median employee was 8086 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, ~~2020,~~2022, our employee population consisted of approximately ~~4,400~~6,428 individuals, ~~all~~with 4,562 located in the United ~~States.~~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 ~~these purposes, we have excluded approximately 2,044~~the employees ~~inclusive~~located outside of ~~full-time and part-time staff, full-time and part-time faculty, and casual staff, employed by our Australia and New Zealand operations, because~~ the ~~acquisition did not close until November 3, 2020 in accordance with~~United States, compensation was converted to USD$ based on the ~~SEC’s disclosure rules.~~average exchange rate for 2022.

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, ~~2020.~~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, ~~2020.~~2022.

2.
3.

To identify the “median employee” from our employee population, we compared the total compensation of our employees during ~~2020~~2022 as reflected in our payroll records.

In making this determination, we annualized the compensation of approximately ~~500~~801 employees who were hired in ~~2020~~2022 but did not work for us for the entire fiscal year.

3.
4.

We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. ~~Since all our employees are located in the United States, as is our CEO, we~~We did not make any cost-of-living adjustments in identifying the “median ~~employee”.~~employee.”

4.
5.

Once we identified our median employee, we combined all of the elements of such employee’s compensation for ~~2020~~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 ($~~1,689)~~7,025), resulting in annual total compensation of ~~$57,680.~~$63,087.

5.
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,”~~Table” set forth above, plus the estimated value of the CEO’s health and welfare benefits ($~~10,286)~~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, ~~2020.~~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, ~~as well as~~ Federal Work Study ~~employees.~~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, ~~2020.~~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, ~~as well as~~Capella Federal Work Study employees, and casual staff at ANZ, our total employee population was ~~3,100,~~4,343, and the annual total compensation of our median employee (other than our CEO) was ~~$77,697,~~$75,599, including the estimated value of such employee’s health and welfare benefits, resulting in a pay ratio calculation of 6072 to 1.

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.

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)
Year	Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(2)						Average Compensation Actually Paid to Non-PEO NEOs(4)			Total Share-holder Return(5)			Peer Group Total Share-holder Return(5)(6)			Net Income(7)			Company- Selected Measure: Revenue(8)
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

(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”.

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

(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 “Compensation Actually Paid to PEO” are as follows.

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

(3)

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”.

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

(a)

The amounts deducted or added in calculating the equity award adjustments for the “Average Compensation Actually Paid to Non-PEO NEOs” are as follows.

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

(5)

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.

(6)

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.”

	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

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.

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.

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.

Comparison of Company TSR to Peer Group TSR

In 2019, the Company’s TSR increased and the Peer Group TSR decreased. In 2020, the Company’s TSR decreased, while the Peer Group TSR increased. In 2021, both the Company’s TSR and the Peer Group TSR decreased. In 2022, the Company’s TSR increased and the Peer Group TSR decreased. In 2023, the Company’s TSR and the Peer Group TSR both increased.

PROPOSAL 2

Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee and the Board of Directors have appointed PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2021.~~2024. PricewaterhouseCoopers LLP ~~has~~and its predecessors have acted as the Company’s independent registered public accounting firm since 1993, and the current PricewaterhouseCoopers LLP lead auditor for the ~~fiscal year ended December 31, 2020.~~Company was appointed effective in the first quarter of 2023. Representatives of PricewaterhouseCoopers LLP are expected to attend the virtual Annual Meeting and will have an opportunity to make a statement if they desire. Although stockholder ratification of the appointment of auditors is not required as a technical matter, the appointment of PricewaterhouseCoopers LLP is being submitted for ratification as a matter of good corporate practice in order that the Audit Committee may take into consideration the views of stockholders on this matter. The ratification of the appointment of PricewaterhouseCoopers LLP requires the approval of a majority of the votes cast at the Annual Meeting.

The Board of Directors recommends a vote for the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2021.~~

2024.

Principal Accounting Fees and Services

Set forth below are the services rendered and related fees billed by PricewaterhouseCoopers LLP for ~~2019~~2022 and ~~2020:~~2023:

	2019			2020			2022			2023
Audit fees(1)		$	2,350,000		$	3,070,000		$	2,498,500		$	2,220,000
Audit-related fees(2)			167,540			58,000			—			50,000
Tax fees(3)			261,089			85,000			182,000			133,000
All other fees(4)			2,700			2,700			4,250			4,250
Total fees		$	2,781,329		$	3,215,700		$	2,684,750		$	2,407,250

(1)

Audit fees include fees for the annual audit of the consolidated financial statements, quarterly reviews of our interim financial statements, SEC registration statements, and other filings. ~~The increase in 2020 is due to fees incurred in connection with the acquisition of Torrens University and related assets in Australia and New Zealand.~~

(2)

Audit-related fees ~~consisted of due diligence services.~~relate to audit services provided for new system implementations.

(3)

Tax fees relate to professional services for tax compliance, advice, and planning services.

(4)

All other fees consisted of non-audit and accounting research services.

It is the Audit Committee’s policy to pre-approve all audit and non-audit related services provided by the Company’s independent registered public accounting firm. All of the services described above were pre-approved by the Company’s Audit Committee.

PROPOSAL 3

Advisory Vote on the Compensation of the Named Executive Officers

This proposal, commonly known as a “Say on Pay” proposal, allows our stockholders to express their opinions regarding the decisions of the Compensation Committee on the prior year’s annual compensation to the Company’s named executive officers. Stockholders vote, on an advisory basis, to approve, reject or abstain from the compensation of our named executive officers. This vote does not address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as disclosed in this proxy statement.

As discussed in the Compensation Discussion and Analysis section of this proxy statement, the objectives of our compensation program are, among other things:

•

To ensure compliance with applicable regulatory, legal and ethical business standards,

•

~~To attract and retain highly qualified and productive individuals,~~

•

~~To reward superior contribution to the long term performance of the Company,~~

•

To encourage officers and directors to think like owners and align their interests ~~accordingly.~~accordingly,

•

To attract and retain highly qualified and productive individuals, and

•

To reward superior contribution to the long-term performance of the Company.

Your advisory vote will serve as an additional tool to guide the Board of Directors and the Compensation Committee in continuing to align the Company’s executive compensation with the best interests of the Company and its stockholders.

The affirmative vote of a majority of votes cast at the Annual Meeting is required for approval of this proposal. This proposal will be presented at the Annual Meeting as a resolution in substantially the following form:

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

Although the final vote is advisory in nature and therefore is not binding on us, does not affect past executive compensation, and creates no additional fiduciary obligations, the Board and Compensation Committee intend to consider carefully the voting results of this proposal when making future compensation decisions for our named executive officers.

The Board of Directors believes that our compensation program achieves our objectives outlined above, and therefore recommends a vote “for” this proposal.

Stockholder Proposals and Nominations

All stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the ~~2022~~2025 Annual Meeting of Stockholders pursuant to Rule 14a-18 of the 1934 Act must be received by the Company no later than November ~~15, 2021~~11, 2024 and must comply with all applicable SEC and other rules.

Under the Company’s Bylaws, if a stockholder wishes to present an item of proper business at the ~~2022~~2025 Annual Meeting of Stockholders (other than a proposal submitted for inclusion in the Company’s proxy statement pursuant to SEC rules), the stockholder must give advance written notice to the Company’s Secretary at 2303 Dulles Station Blvd., Herndon, Virginia 20171, not less than 90 days nor more than 120 days before the first anniversary of the date of this proxy statement. As a result, any notice given by a stockholder pursuant to these provisions in our Bylaws must be received no earlier than November ~~15, 2021~~11, 2024 and no later than December ~~15, 2021.~~11, 2024. Such notice must include all of the information required by the Company’s Bylaws.

Stockholders who intend to include director nominees in the Company’s proxy card for the 2025 Annual Meeting of Stockholders must provide written notice to the Company’s Secretary at 2303 Dulles Station Blvd., Herndon, Virginia 20171, between November 11, 2024 and December 11, 2024 with all the names of the nominees for whom such stockholder intends to solicit proxies. The notice must also meet all the requirements set forth in Rule 14a-19(b) under the 1934 Act.

Internet Availability of Annual Meeting Materials

Under SEC rules, the Company has elected to make proxy materials for the Annual Meeting available to stockholders over the Internet rather than mailing paper copies of those materials to each stockholder. On or about March ~~15, 2021,~~11, 2024, we mailed a notice of internet availability of proxy materials directing stockholders to a website where they can access the proxy statement and annual report and view instructions on how to vote their shares via the Internet or by phone. If you received the notice only and would like to receive a paper copy of the proxy materials, please follow the instructions printed on the notice to request that a paper copy be mailed to you.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are our stockholders will be “householding” our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, please notify your broker.

You may also request an additional proxy statement and annual report by sending a written request to:

Strategic Education, Inc.

Attn: Lizette B. Herraiz

General Counsel & Secretary ~~of the Board~~

2303 Dulles Station Boulevard

Herndon, Virginia 20171

(703) 561-1600

Stockholders who currently receive multiple copies of the proxy statement at their addresses and would like to request “householding” of their communications should contact their brokers.

Other Matters

The Company knows of no other matters to be presented for action at the Annual Meeting other than those mentioned above. However, if any other matters should properly come before the meeting, it is intended that the persons named in the accompanying proxy card will vote on such matters in accordance with their best judgment.

42
49

ANNEX 1

Reconciliation of Reported to Adjusted Results for the year ended December 31, 2020

(in thousands, except per share data)

	As Reported (GAAP)			Contract Liability Adjustment(1)			Amortization of intangible assets(2)			Merger and integration costs(3)			Restructuring costs(4)			Income from other investments(5)			Tax adjustments(6)			As Adjusted (Non-GAAP)			As Reported (GAAP)			Contract Liability Adjustment(1)			Amortization of intangible assets(2)			Merger and integration costs(3)			Restructuring costs(4)			Income from other investments(5)			Tax adjustments(6)			As Adjusted (Non-GAAP)
Revenues		$	1,027,653		$	11,296		$	—		$	—		$	—		$	—		$	—		$	1,038,949		$	1,027,653		$	11,296		$	—		$	—		$	—		$	—		$	—		$	1,038,949
Total costs and expenses		$	918,269		$	—		$	(64,225)		$	(13,770)		$	(12,382)		$	—		$	—		$	827,892		$	918,269		$	—		$	(64,225)		$	(13,770)		$	(12,382)		$	—		$	—		$	827,892
Income from operations		$	109,384		$	11,296		$	64,225		$	13,770		$	12,382		$	—		$	—		$	211,057		$	109,384		$	11,296		$	64,225		$	13,770		$	12,382		$	—		$	—		$	211,057
Operating margin			10.6%																					20.3%			10.6%																					20.3%
Income before income taxes		$	113,957		$	11,296		$	64,225		$	13,770		$	12,382		$	(2,094)		$	—		$	213,536		$	113,957		$	11,296		$	64,225		$	13,770		$	12,382		$	(2,094)		$	—		$	213,536
Net income		$	86,268		$	11,296		$	64,225		$	13,770		$	12,382		$	(2,094)		$	(33,141)		$	152,706		$	86,268		$	11,296		$	64,225		$	13,770		$	12,382		$	(2,094)		$	(33,141)		$	152,706
Diluted earnings per share		$	3.77																				$	6.68		$	3.77																				$	6.68
Weighted average diluted shares outstanding			22,860																					22,860			22,860																					22,860

(1)

Reflects a purchase accounting adjustment to record acquired contract liabilities at fair value as a result of the Company’s acquisition of ANZ.

(2)

Reflects amortization and depreciation expense of intangible assets and software assets acquired through the Company’s merger with Capella Education Company and its acquisition of ANZ.

(3)

Reflects transaction and integration expenses associated with the Company’s merger with Capella Education Company and its acquisition of ANZ.

(4)

Reflects severance and other costs associated with the Company’s restructuring.

(5)

Reflects income recognized from the Company’s investments in partnership interests and other investments.

(6)

Reflects tax impacts of the adjustments described above and discrete tax adjustments related to stock-based compensation and other adjustments, utilizing an adjusted effective tax rate of 28.5% for the year ended December 31, 2020.

43
A-1

Reconciliation of Adjusted to Modified Results for the year ended December 31, 2020

(in thousands, except per share data)

	As Adjusted (Non-GAAP)			ANZ segment revenue(1)			Contract liability adjustment(2)			ANZ segment costs and expenses(3)			Income from other investments(4)			Tax adjustments(5)			Common stock offering(6)			Modified (Non-GAAP)			As Adjusted (Non-GAAP)			ANZ segment revenue(1)			Contract liability adjustment(2)			ANZ segment costs and expenses(3)			Income from other investments(4)			Tax adjustments(5)			Common stock offering(6)			Modified (Non-GAAP)
Revenues		$	1,038,949		$	(23,381)		$	(11,296)		$	—		$	—		$	—		$	—		$	1,004,272		$	1,038,949		$	(23,381)		$	(11,296)		$	—		$	—		$	—		$	—		$	1,004,272
Total costs and expenses		$	827,892		$	—		$	—		$	(36,143)		$	—		$	—		$	—		$	791,749		$	827,892		$	—		$	—		$	(36,143)		$	—		$	—		$	—		$	791,749
Income from operations		$	211,057		$	(23,381)		$	(11,296)		$	36,143			—			—			—		$	212,523		$	211,057		$	(23,381)		$	(11,296)		$	36,143			—			—			—		$	212,523
Operating margin			20.3%																					21.2%			20.3%																					21.2%
Income before income taxes		$	213,536		$	(23,381)		$	(11,296)		$	36,143		$	(36)		$	—		$	—		$	214,966		$	213,536		$	(23,381)		$	(11,296)		$	36,143		$	(36)		$	—		$	—		$	214,966
Net income		$	152,706		$	(23,381)		$	(11,296)		$	36,143		$	(36)		$	639		$	—		$	154,775		$	152,706		$	(23,381)		$	(11,296)		$	36,143		$	(36)		$	639		$	—		$	154,775
Diluted earnings per share		$	6.68																				$	7.03		$	6.68																				$	7.03
Weighted average diluted shares outstanding			22,860																		(852)			22,008			22,860																		(852)			22,008

In order to evaluate non-equity incentive compensation, the Compensation Committee established specific goals at the beginning of 2020 which did not contemplate completion of the acquisition of ANZ. Accordingly, the Company is providing the tables above to present a reconciliation of reported GAAP results to adjusted results, which exclude certain expenses and accounting adjustments relating to the Company’s acquisition of ANZ, severance and other costs associated with a restructuring, income recognized from certain investments, and certain tax adjustments, and modified adjusted results, which further exclude the impact of the acquisition of ANZ on November 3, 2020, which the Compensation Committee used to evaluate management’s performance excluding the effects of the ANZ acquisition. The measures used to evaluate non-equity compensation include Revenue, Income from Operations, and Earnings per Share. These measures, which are considered “non-GAAP financial measures” under SEC rules, are defined by us to exclude the following:

(1)

Reflects revenue recognized in the ANZ segment.

(2)

Reflects a purchase accounting adjustment to record acquired contract liabilities at fair value as a result of the Company’s acquisition of ANZ.

(3)

Reflects costs and expenses recognized in the ANZ segment.

(4)

Reflects investment income recognized in the ANZ segment.

(5)

Reflects tax impacts of the adjustments described above and the tax impact of the consolidated operations of ANZ, resulting in a modified adjusted effective tax rate of 28.0% for the year ended December 31, 2020.

(6)

Reflects weighted average number of shares of common stock issued in August 2020 to fund, in part, the cost of the ANZ acquisition.

44
A-2

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STRATEGIC EDUCATION, INC.REVOCABLE PROXYANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 24, 2024 THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe stockholder(s) hereby appoint(s) Robert S. Silberman, Lizette B. Herraiz, and Daniel W. Jackson or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Strategic Education, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 AM (ET) on April 24, 2024 and any adjournment or postponement thereof. The Annual Meeting of Stockholders will be held virtually. In order to attend the meeting, you must register at http://www.viewproxy.com/StrategicEducation/2024/htype.asp by 11:59 PM ET on April 20, 2024. On the day of the Annual Meeting of Stockholders, if you have properly registered, you may enter the meeting by clicking on the link provided and entering the password you received via email in your registration confirmations. Further instructions on how to attend and vote at the Annual Meeting of Stockholders are contained in the Proxy Statement in the sections titled “Voting Information - Attending the Annual Meeting Virtually” and “Voting Information - Voting at the Annual Meeting Virtually”.PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY TO ENSURE A QUORUM AT THE MEETING. IT IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES. DELAY IN RETURNING YOUR PROXY MAY SUBJECT THE COMPANY TO ADDITIONAL EXPENSE.(Continued and to be marked, dated and signed on other side) PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held April 24, 2024. Our 2024 Proxy Statement andour 2023 Annual Report to Stockholders are available at: http://www.viewproxy.com/StrategicEducation/2024

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF DIRECTORS, AND “FOR” PROPOSALS 2 AND 3. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES ON PROPOSAL 1, AND “FOR” PROPOSALS 2 AND 3.1. Election of DirectorsFOR AGAINST ABSTAINFOR AGAINST ABSTAINFOR AGAINST ABSTAIN01Dr. Charlotte F. Beason06Jerry L. Johnson11 William J. Slocum02Rita D. Brogley07Karl McDonnell12Michael J. Thawley03Dr. John T. Casteen, III08Dr. Michael A. McRobbie 13G. Thomas Waite, III04Viet D. Dinh09Dr. Benjamin E. Sasse05Robert R. Grusky10Robert S. Silberman2. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent3. To approve, on an advisory basis, the compensation of the namedregistered public accounting firm for the fiscal year ending December 31, 2024.executive officers.FORAGAINSTABSTAINFORAGAINSTABSTAIN Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) This section must be completed for your vote to be counted. – Date and Sign Below.Date _________________________________________________________Signature _ ___________________________________________________Signature _ ___________________________________________________(Joint Owners)Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.VIRTUAL CONTROL NUMBER PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. SCAN TO VIEW MATERIALS & VOTE VIRTUAL CONTROL NUMBER PROXY VOTING INSTRUCTIONSPlease have your 11-digit control number ready when voting by Internet or Telephone INTERNETVote Your Proxy on the Internet: Go to www.AALvote.com/STRAHave your proxy card available when you access the above -website. Follow the prompts to vote your shares. TELEPHONEMAILVote Your Proxy by Phone:Vote Your Proxy by Mail:Call 1 (866) 804-9616Use any touch-tone telephone toMark, sign, and date your proxyvote your proxy. Have your proxycard, then detach it, and returncard available when you call.it in the postage-paid envelopeFollow the voting instructions toprovided.vote your shares.

iso4217:AUD iso4217:USD

	2016			2017			2018			2019			2020			2019			2020			2021			2022			2023
Revenues		$	441,088		$	454,851		$	634,185		$	997,137		$	1,027,653		$	997,137		$	1,027,653		$	1,131,686		$	1,065,480		$	1,132,924
Adjusted revenues(a)		$	441,088		$	454,851		$	662,933		$	997,137		$	1,004,272		$	997,137		$	1,004,272		$	1,135,332		$	1,065,480		$	1,132,924
Expenses		$	383,616		$	402,642		$	656,925		$	886,605		$	918,269		$	886,605		$	918,269		$	1,057,774		$	994,720		$	1,037,603
Adjusted expenses(a)		$	386,829		$	398,275		$	565,577		$	803,015		$	791,749		$	803,015		$	791,749		$	969,606		$	977,138		$	1,008,346
Income (loss) from operations		$	57,472		$	52,209		$	(22,740)		$	110,532		$	109,384
Income from operations																	$	110,532		$	109,384		$	73,912		$	70,760		$	95,321
Adjusted income from operations(a)		$	54,259		$	56,576		$	97,356		$	194,122		$	212,523		$	194,122		$	212,523		$	165,726		$	88,342		$	124,578
Net income (loss)		$	34,802		$	20,612		$	(15,671)		$	81,138		$	86,268
Net income																	$	81,138		$	86,268		$	55,087		$	46,670		$	69,791
Adjusted net income(a)		$	32,337		$	34,871		$	75,077		$	147,281		$	154,775		$	147,281		$	154,775		$	116,626		$	60,254		$	89,085
Diluted earnings (loss) per share		$	3.21		$	1.84		$	(1.03)		$	3.67		$	3.77
Diluted earnings per share																	$	3.67		$	3.77		$	2.28		$	1.94		$	2.91
Adjusted diluted earnings per share(a)		$	2.98		$	3.11		$	4.75		$	6.67		$	7.03		$	6.67		$	7.03		$	4.83		$	2.51		$	3.72
Cash, cash equivalents and marketable securities		$	129,245		$	155,933		$	386,531		$	491,200		$	225,336		$	491,200		$	225,336		$	298,796		$	235,946		$	208,692
Total assets		$	298,696		$	321,278		$	1,661,029		$	1,789,408		$	2,295,807		$	1,789,408		$	2,295,807		$	2,305,880		$	2,161,747		$	2,125,213
Long term debt		$	—		$	—		$	—		$	—		$	141,823
Long-term debt																	$	—		$	141,823		$	141,630		$	101,396		$	61,400
Total liabilities		$	110,322		$	112,081		$	235,805		$	326,698		$	547,488		$	326,698		$	547,488		$	591,890		$	525,957		$	472,695
Total stockholders’ equity		$	188,374		$	209,197		$	1,425,224		$	1,462,710		$	1,748,319		$	1,462,710		$	1,748,319		$	1,713,990		$	1,635,790		$	1,652,518

				By Order of the Board of Directors
				Lizette B. Herraiz Secretary

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

				Mr. Robert S. Silberman has been a Director of the Company since March ~~2001.~~2001 and serves as Chairman of the Board. He ~~was~~previously served as Executive Chairman of the Board from 2013 to 2023 and as Chairman of the Board from February 2003 to ~~2013 and~~2013. He was the Company’s Chief Executive Officer from March 2001 to ~~2013. Mr. Silberman was named Executive Chairman of the Board in~~ 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. ~~Since 2014, he has served as a Managing Director of Equity Group Investments.~~ He ~~also~~ serves as Chairman of the Board of Directors of Par Pacific Holdings, and ~~as Lead Director of the Board of Covanta Holding Company, and previously~~ served on the Board of Directors of Twenty-First Century Fox, Inc. from 2013 to ~~2019.~~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.
				~~Mr. J. Kevin Gilligan~~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 ~~Chief Executive Officer~~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 ~~Directors~~the Nominating Committee of ~~Capella~~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.

				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 ~~Company beginning~~(an autonomous agency accrediting baccalaureate and graduate programs in ~~March 2009,~~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 ~~appointed~~a management consultant with Bain and Company from 1995 to 1997. Ms. Brogley presently serves on the ~~Chairman~~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 ~~in February 2010, positions he held~~from 2014 until ~~being appointed as Executive Vice Chairman of~~her appointment to the Board of Strategic Education, Inc. on August 1, 2018. ~~Mr. Gilligan resigned as an executive~~She is the Chair of the ~~Company on August 1, 2019 and continues to serve as Vice Chairman~~Compensation Committee of the Board. Mr. Gilligan is a member of the board of directors for Graco Inc., a publicly held manufacturer and supplier of fluid handling equipment, and from September 2004 until February 2009 was a member of the board for ADC Telecommunications, Inc., a publicly held global supplier of network infrastructure. Mr. Gilligan was previously the Chief Executive Officer of United Subcontractors, Inc., a nationwide construction services company, from 2004 until February 2009. From 2001 to 2004, Mr. Gilligan served as President and Chief Executive Officer of the Automation and Control Solutions Group of Honeywell International, a diversified technology and manufacturing company. From 2000 to 2001, Mr. Gilligan served as President of the Home and Building Control Division of Honeywell International. Mr. Gilligan also served as President of the Solutions and Services Division of Honeywell International from 1997 to 1999 and as Vice President and General Manager of the North American Region of the Home and Building Control Division from 1994 to 1997. Mr. GilliganMs. Brogley holds a bachelor’s degree in ~~economics~~industrial engineering from ~~Boston College.~~Northwestern University and a master’s degree in business administration from the Harvard Business School. The Nominating Committee believes that ~~given Mr. Gilligan’s vast~~based on her experience as ~~a leader~~an executive and entrepreneur in ~~higher education,~~both early state and ~~his~~large public companies, and given her vast knowledge of strategy, business development and ~~strategic planning expertise, he~~analytics, Ms. Brogley should serve as a director of the Company.

				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 ~~Chair of our~~ Nominating ~~Committee, and currently serves as the Presiding Independent Director.~~Committee. He holds a bachelor’s degree in history from Union College and ~~a master’s degree in business administration~~an MBA from Harvard ~~University.~~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.
				~~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. 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. 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. 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.
				~~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. Dr. Casteen is on the board of directors of Altria Group, Inc. Dr. Casteen is also director of a number of charitable and privately-held business entities, including ECHO 360. He has chaired the boards of both the College Entrance Examination Board and the Association of American Universities. Dr. Casteen has been a member of the Board since 2011, and is on the Nominating Committee and Compensation 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. 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.

				Mr. ~~H. James Dallas~~ has been an independent consultant since September 2013, focusing on information technology strategy, risk, and change management through James Dallas & Associates. From March 2006 until September 2013, Mr. Dallas was with Medtronic Public Limited Company, a manufacturer of cardiac and other specialized medical devices. He was responsible for various aspects of Medtronic’s operations, serving first as Medtronic’s Senior Vice President and Chief Information Officer and most recently, from 2008 to 2013, as Senior Vice President, Quality and Operations. Prior to joining Medtronic, Mr. Dallas was with Georgia-Pacific Corporation, a maker of tissue, pulp, paper, packaging, building products and related chemicals, from 1984 to 2006. While at Georgia-Pacific, Mr. Dallas held various roles of increasing responsibility, ending his career with Georgia-Pacific as its Vice President and Chief Information Officer from 2002 to 2006. In addition, Mr. Dallas alsoJerry L. Johnson currently serves as a ~~director of~~Partner at the ~~non-profits Grady Memorial Hospital Corporation~~Halifax Group, a private investment company, and ~~the Atlanta Community Food Bank. Prior to joining the Board of Strategic Education on August 1, 2018, on which he serves~~has worked with Halifax Group as a member of the Audit Committee, he served on the Board of Capella Education Company. He also serves on the boards of KeyCorp and Centene Corporation, and formerly served on the board of WellCare Health Plans, Inc. from September 2016 until its acquisition by Centene in Januaryan Operating Executive since 2020. Mr. Dallas holds a bachelor’s degree in accounting from the University of South Carolina-Aiken, and a master’s of business administration from Emory University. The Nominating Committee believes that with more than 30 years’ experience with information technology, business strategy and risk identification and mitigation, Mr. Dallas should serve as a director of the Company.
				~~Mr. Nathaniel C. Fick~~ ~~leads Elastic NV’s information security business as the General Manager of Elastic Security. Previously, he~~Johnson was CEO of Endgame from 2012 through its acquisition by Elastic (NYSE: ESTC) in 2019. He also led Endgame’s professional services business through its acquisition by Accenture in 2017. Mr. Fick spent nearly a decade as an operating partner at Bessemer Venture Partners, where he worked with management teams to build durable businesses. Mr. Fick writes and speaks regularly on entrepreneurship, leadership, corporate governance, and technology issues, and his commentary has been featured in the ~~New York Times~~, ~~Washington Post, Bloomberg, CNBC, NPR and CNN. He was named by~~ ~~Fast Company~~ ~~magazine as one of the “100 Most Creative People in Business” and Endgame was selected by~~ ~~Forbes~~ as one of the “100 Best Cloud Companies in the World.” Mr. Fick started his career as a Marine Corps infantry and reconnaissance officer, including combat tours in Afghanistan and Iraq. His book about that experience, One Bullet Away, was a ~~New York Times~~ ~~bestseller, a~~ ~~Washington Post~~ ~~“Best Book of the Year,” and one of the~~ ~~Military Times~~’ “Best Military Books of the Decade.” Mr. Fick graduated with high honors in Classics from Dartmouth College and holds an MPA from the Harvard Kennedy School and MBA from the Harvard Business School. He serves as a Trustee of Dartmouth, and as a member of the Military and Veterans Advisory Council at JPMorgan Chase & Co. Mr. Fick was elected to the Board in 2016, and serves as Chair of the Audit Committee. The Nominating Committee believes that based on his experience and expertise in leadership, cybersecurity, and his educational background, Mr. Fick should serve as a director of the Company.

				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.

				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 ~~role at~~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.

Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Not Exercisable (#)		Option Grant Date		Option Exercise Price ($)		Option Full Vesting Date		Option Expiration Date		Intrinsic Value of Stock Options at 12/31/20 ($)(a)
Robert S. Silberman,		—		—		—		—		—		—		—
Executive Chairman
Karl McDonnell,		—		—		—		—		—		—		—
Chief Executive Officer & Director
Daniel W. Jackson,		—		—		—		—		—		—		—
Executive Vice President & Chief Financial Officer
Andrew E. Watt,		—		1,148		2/27/17		87.66		2/27/21		2/27/27		8,805
President of U.S. Higher Education
Lizette B. Herraiz		—		—		—		—		—		—		—
Senior Vice President & General Counsel

				Sincerely,
				ROBERT S. SILBERMAN Chairman of the Board

	Options Exercised		Restricted Stock Vested
Name	Number of Shares Acquired On Exercise (#)		Realized Value On Exercise ($)		Number of Shares Acquired On Vesting (#)		Realized Value On Vesting ($)
Robert S. Silberman,		—		—		—		—
Executive Chairman
Karl McDonnell,		—		—		39,471		6,405,749
Chief Executive Officer & Director
Daniel W. Jackson,		—		—		9,868		1,601,478
Executive Vice President & Chief Financial Officer
Andrew E. Watt,		2,464		209,371		1,131		170,170
President of U.S. Higher Education
Lizette B. Herraiz,		—		—		3,947		640,559
Senior Vice President & General Counsel