SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
☒
☐
|
| |
|
| |
|
| |
|
| |
|
|
Strayer
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
|
| |||
Wednesday, April 26, 2023, the virtual meeting. Year Ended December 31, 2012 2013 2014 2015 2016 (Dollar and share amounts in thousands, except per share data) Income Statement Data: Revenues $ 561,979 $ 503,600 $ 446,041 $ 434,437 $ 441,088 Costs and expenses: 300,098 310,446 236,303 234,097 241,026 71,864 75,426 66,495 70,084 79,025 26,374 20,390 16,661 16,304 17,832 50,056 64,637 44,835 44,254 45,733 Total costs and expenses 448,392 470,899 364,294 364,739 383,616 Income from operations 113,587 32,701 81,747 69,698 57,472 Investment and other income 4 2 117 283 462 Interest expense 4,616 5,419 5,248 3,850 642 Income before income taxes 108,975 27,284 76,616 66,131 57,292 Provision for income taxes 43,045 10,859 30,260 26,108 22,490 Net income $ 65,930 $ 16,425 $ 46,356 $ 40,023 $ 34,802 Net income per share: $ 5.79 $ 1.55 $ 4.39 $ 3.78 $ 3.28 $ 5.76 $ 1.55 $ 4.35 $ 3.73 $ 3.21 Weighted average shares outstanding: 11,390 10,584 10,561 10,588 10,610 11,440 10,624 10,650 10,740 10,845 Other Data: Depreciation and amortization $ 23,973 $ 35,563 $ 20,630 $ 18,104 $ 17,817 Stock-based compensation expense $ 5,464 $ 9,291 $ 9,453 $ 10,213 $ 10,767 Capital expenditures $ 24,733 $ 8,726 $ 6,902 $ 12,692 $ 13,161 Cash dividends per common $ 4.00 $ — $ — $ — $ — Average enrollment(b) 49,323 43,969 40,254 40,450 41,556 Campuses(c) 97 100 79 76 74 Full-time employees(d) 2,019 1,485 1,455 1,401 1,542 please see Item 7 of the Company’s 2022 Annual Report on Form 10-K for non-GAAP reconciliations of amounts for 2021 and 2022. Adjusted results for 2021 exclude an adjustment for foreign currency exchange impacts and therefore are not directly comparable to adjusted results previously reported for 2021. Amounts for 2020 are further adjusted in order to evaluate non-equity incentive compensation to exclude the effects of our acquisition of Torrens University and associated assets in Australia and New Zealand discussed below, including our issuance of approximately 2.2 million shares of common stock in August 2020 to fund, in part, the cost of the ANZ acquisition. See Annex 1 for additional information. At December 31, 2012 2013 2014 2015 2016 (In thousands) Balance Sheet Data: Cash, cash equivalents and marketable securities $ 47,517 $ 94,760 $ 162,283 $ 106,889 $ 129,245 Working capital(e) 46,631 82,182 140,316 74,761 100,704 Total assets 227,792 254,266 307,815 248,434 298,696 Long-term debt 121,875 118,750 112,500 — — Other long-term liabilities 21,905 51,456 46,248 47,987 50,483 Total liabilities 186,804 215,364 215,083 105,578 110,322 Total stockholders’ equity 40,988 38,902 92,732 142,856 188,374 2023. FEBRUARY 28, 2023. Wednesday, April 26, 2023, via webcast. The outcome of our director nomination process is a suite of directors who Company. Name/Title Age Board Year first Robert S. Silberman, 59 — 2001 Executive Chairman Dr. John T. Casteen, III,(a)(b) 73 Nominating 2011 Director Dr. Charlotte F. Beason,(b) 69 Nominating 1996 Director William E. Brock,(b) 86 Compensation 2001 Director Nathaniel C. Fick,(b) 39 Audit 2016 Director Robert R. Grusky,(b) 59 Nominating 2001 Director Karl McDonnell, 50 — 2011 Chief Executive Officer & Director Todd A. Milano,(b) 64 Compensation 1996 Director G. Thomas Waite, III,(b) 65 Audit 1996 Director J. David Wargo,(b) 63 Compensation 2001 Director Audit sustainable stockholder value. Name Fees Earned or Stock Awards Total Dr. Charlotte F. Beason 75,000 75,000 150,000 William E. Brock 75,000 75,000 150,000 Dr. John T. Casteen, III 85,000 75,000 160,000 Nathaniel C. Fick(b) — 37,500 37,500 Robert R. Grusky 65,000 75,000 140,000 Todd A. Milano 37,500 110,000 147,500 G. Thomas Waite, III 85,000 75,000 160,000 J. David Wargo 77,500 75,000 152,500 State. 2022. Name Dr. John T. Casteen, III Dr. Charlotte F. Beason Dr. Michael A. McRobbie quantity, and the other internal trustee is the President of Capella University. The Torrens University Board of Directors is comprised of seven directors, including the President of Torrens University 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. Compensation 2022. More recently, the Audit Committee has been tasked with oversight of the Company’s Environmental, Social and Governance disclosures. met three times during 2022. 2022. attention to matters pertaining to the Company. stockholders. The Board of Directors consists of a majority of independent directors, as independence is defined under the Name of Beneficial Owner Common Common Total Percentage Stockholders: T Rowe Price Associates, Inc.(b) 1,911,637 0 1,911,637 17.1 % BlackRock Institutional Trust Company, N.A.(c) 1,219,573 0 1,219,573 10.9 % The Vanguard Group(d) 1,121,619 0 1,121,619 10.1 % Marshfield Associates, Inc.(e) 746,088 0 746,088 6.7 % Directors: Robert S. Silberman 271,781 100,000 371,781 3.3 % Dr. Charlotte F. Beason 12,868 0 12,868 * William E. Brock 7,249 0 7,249 * Dr. John T. Casteen, III 7,967 0 7,967 * Nathaniel C. Fick 570 0 570 * Robert R. Grusky 11,484 0 11,484 * Karl McDonnell 193,864 0 193,864 1.7 % Todd A. Milano 19,763 0 19,763 * G. Thomas Waite, III 11,459 0 11,459 * J. David Wargo(f) 9,418 0 9,418 * Named Executive Officers: Brian W. Jones 38,047 0 38,047 * Daniel W. Jackson 50,947 0 50,947 * Thomas J. Aprahamian 13,913 0 13,913 * All Executive Officers and Directors (13 persons) 649,330 100,000 749,330 6.7 % February 28, 2023. . vote. for the benefit of In-Cap and the In-Cap Funds. Mr. Slocum disclaims beneficial ownership over the shares beneficially owned by In-Cap. Attract and Retain Talent Pay for Performance November 6, 2018. For 2022, those ten publicly traded companies were: Adtalem Global Education, Inc., Chegg, Inc., Graham Holdings, Grand Canyon Education, Inc., Houghton Mifflin, Stride, Inc. (formerly K12, Inc.), Laureate Education, Inc., Pearson PLC, Perdoceo Education Corporation, and Zovio Inc. program; salary; awards; Board; and discretion to reduce the payout to 100% given that financial results were down year-over-year. beginning of the year; Board; 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. Compensation Committee. In determining whether guaranteed to be achieved. 2022. Committee determines whether and to what extent the Company. 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 The 2022. a whole. The second quantitative strategic goal, of reducing the Company’s enterprise real estate footprint, 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, were also set (each weighted 10%). reduce the payout to 100% given that financial results were down year-over-year. Measure Weight Threshold 50% Target 100% Maximum 150% 2016 Results 2016 Calculated Revenue (in thousand $) 25 % $ 430,000 $ 443,000 $ 480,000 $ 441,088 92.6 % EBIT (in thousand $) 25 % $ 56,000 $ 65,000 $ 77,550 $ 57,472 58.2 % Net Income (in thousand $) 25 % $ 34,000 $ 39,000 $ 47,500 $ 34,802 58.0 % Academic 25 % — — — Achieved 100.0 % Total 100 % 77.2 % Earnings per Share. 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 0.72 Australian Dollars to U.S. Dollars and a 30% effective tax rate. Annual Target as 2016 Target 2016 Actual 2016 Award as Robert S. Silberman 125% $ 845,000 $ 635,000 94% Karl McDonnell 125% $ 845,000 $ 635,000 94% Daniel W. Jackson 75% $ 262,500 $ 200,000 57% Brian W. Jones 50% $ 200,000 $ 150,000 38% Thomas J. Aprahamian 25% $ 71,250 $ 55,000 19% interests. described below. had been met. or lack of sufficient oversight on the part of any executive officer, or a decision by the Compensation Committee that one or more performance metrics used for determining previously paid incentive compensation was incorrectly calculated and, if calculated correctly, would have resulted in a lower payment to one or more executive officers. deductible. Table Year Salary Cash Profit Non-Equity Stock All Other Total Robert S. Silberman, 2016 $ 676,000 $ — $ 635,000 $ 2,533,500 $ 2,130 $ 3,846,630 Executive Chairman 2015 $ 665,000 $ 835,000 $ — $ — $ 3,975 $ 1,503,975 2014 $ 665,000 $ 835,000 $ — $ — $ 3,900 $ 1,503,900 Karl McDonnell, 2016 $ 676,000 $ — $ 635,000 $ 2,000,000 3,975 $ 3,314,975 Chief Executive Officer & 2015 $ 665,000 $ 835,000 $ — $ 2,000,000 $ 3,975 $ 3,503,975 Director 2014 $ 665,000 $ 835,000 $ — $ 2,000,000 $ 3,900 $ 3,503,900 Daniel W. Jackson, 2016 $ 350,000 $ — $ 200,000 $ 500,000 $ 3,975 $ 1,053,975 Executive Vice President & 2015 $ 312,500 $ 225,000 $ — $ 500,000 $ 3,975 $ 1,041,475 Chief Financial Officer(e) 2014 $ 260,000 $ 120,000 $ — $ 150,000 $ 3,900 $ 533,900 Brian W. Jones, 2016 $ 400,000 $ — $ 150,000 $ 600,000 $ 3,975 $ 1,153,975 President, Strayer 2015 $ 360,577 $ 250,000 $ — $ — $ — $ 610,577 University(f) 2014 $ 300,000 $ 100,000 $ — $ 250,000 $ — $ 650,000 Thomas J. Aprahamian, 2016 $ 285,000 $ — $ 55,000 $ 150,000 $ 3,975 $ 493,975 Senior Vice President & 2015 $ 270,000 $ 75,000 $ — $ 300,000 $ 3,975 $ 648,975 Chief Accounting Officer(g) 2014 $ 244,000 $ 75,000 $ — $ 100,000 $ 3,900 $ 422,900 2022: Year Corporation’s Other Total All Other Robert S. Silberman, 2016 $ 2,130 $ — $ 2,130 Executive Chairman 2015 $ 3,975 $ — $ 3,975 2014 $ 3,900 $ — $ 3,900 Karl McDonnell, 2016 $ 3,975 $ — $ 3,975 Chief Executive Officer & Director 2015 $ 3,975 $ — $ 3,975 2014 $ 3,900 $ — $ 3,900 Daniel W. Jackson, 2016 $ 3,975 $ — $ 3,975 Executive Vice President & 2015 $ 3,975 $ — $ 3,975 Chief Financial Officer 2014 $ 3,900 $ — $ 3,900 Brian W. Jones, 2016 $ 3,975 $ — $ 3,975 President, Strayer University 2015 $ — $ — $ — 2014 $ — $ — $ — Thomas J. Aprahamian, 2016 $ 3,975 $ — $ 3,975 Senior Vice President & 2015 $ 3,975 $ — $ 3,975 Chief Accounting Officer 2014 $ 3,900 $ — $ 3,900 Company’s matching contribution to the Company’s 401(k) plan. Estimated future payouts under non- All Stock Name Grant Date Threshold Target Maximum Number of Grant Date Vesting Date Robert S. Silberman, 2/2/2016 50,000 (a) 2,533,500 2/10/2019 Executive Chairman — 422,500 845,000 1,267,500 Karl McDonnell, 2/2/2016 39,471 (b) 2,000,000 2/2/2020 Chief Executive Officer & Director — 422,500 845,000 1,267,500 Daniel W. Jackson, 2/2/2016 9,868 (b) 500,000 2/2/2020 Executive Vice President & — 131,250 262,500 393,750 Brian W. Jones, 2/2/2016 11,841 (b) 600,000 2/2/2020 President, Strayer University — 100,000 200,000 300,000 Thomas J. Aprahamian, 2/2/2016 2,960 (c) 150,000 2/2/2020 Senior Vice President & — 35,625 71,250 106,875 2022. these awards. Name Number of Option Option Option Option Intrinsic Value Robert S. Silberman, 100,000 2/15/13 $ 51.95 2/15/15 2/14/21 $ 2,868,000 (a) Executive Chairman Karl McDonnell, — — — — — — Chief Executive Officer & Director Daniel W. Jackson, — — — — — — Executive Vice President & Chief Financial Officer Brian W. Jones, — — — — — — President, Strayer University Thomas J. Aprahamian, — — — — — — Senior Vice President & Name Restricted Number of Market Value of Restricted Stock Robert S. Silberman, 3/22/13 200,000 (a) 16,126,000 2/10/19 Executive Chairman 2/2/16 50,000 (b) 4,032,000 2/10/19 Karl McDonnell, 2/14/12 6,491 (c) 523,000 2/14/17 Chief Executive Officer & Director 5/2/13 43,659 (d) 3,520,000 5/2/17 5/6/14 46,674 (e) 3,763,000 5/6/18 5/5/15 40,867 (f) 3,295,000 5/5/19 2/2/16 39,471 (g) 3,183,000 2/2/20 Daniel W. Jackson 2/14/12 1,298 (c) 105,000 2/14/17 Executive Vice President & 2/12/13 16,057 (h) 1,295,000 2/12/18 Chief Financial Officer 2/19/14 4,458 (i) 359,000 2/19/18 2/4/15 7,128 (j) 575,000 2/4/19 2/2/16 9,868 (g) 796,000 2/2/20 Brian W. Jones 2/12/13 12,042 (h) 971,000 2/12/18 President, Strayer University 2/19/14 7,429 (i) 599,000 2/19/18 2/2/16 11,841 (g) 955,000 2/2/20 Thomas J. Aprahamian 2/14/12 606 (c) 49,000 2/14/17 Senior Vice President & 2/12/13 1,204 (h) 97,000 2/12/18 Chief Accounting Officer 2/19/14 2,972 (i) 240,000 2/19/18 2/4/15 4,277 (j) 345,000 2/4/19 2/2/16 2,960 (k) 239,000 2/2/20 such shares. None of the named executive officers exercised 2022. information confidential. Name Value Realized Value Realized Robert S. Silberman — 23,026,000 Karl McDonnell 523,000 14,284,000 Daniel W. Jackson 105,000 3,130,000 Brian W. Jones — 2,525,000 Thomas J. Aprahamian 49,000 970,000 is set forth below, assuming the change of control occurred on December 31, 2022, when the closing price of the Company’s common stock was $78.32. Plan Category Number of Weighted Number of Equity compensation plans previously approved by security holders 50,000 — 332,982 300,000 $ 51.95 (1) — Equity compensation plans not previously approved by security holders — — — Total 350,000 $ 51.95 332,982 2022 Waite. McRobbie and the SEC. of internal control over financial reporting. The Audit Committee continues to oversee the 2023. Slocum 2023. 2015 2016 Audit Fees Audit of consolidated financial statements $ 789,980 $ 979,500 Tax Fees Preparation of corporate tax returns 92,620 88,100 Other tax compliance/tax advice 75,445 18,568 All Other Fees License fee for accounting tools 1,800 1,800 $ 959,845 $ 1,087,968 2022: accordingly, and NominationsSTRAYER
2303 Dulles Station Boulevard
Herndon, Virginia 20171
(703) 561-160020172023 Annual Meeting of Stockholders of StrayerStrategic Education, Inc. (the “Corporation”“Company”), to be held at8:00 a.m. (ET) on Tuesday, May 2, 2017, at the Corporation’s headquarters, 2303 Dulles Station Boulevard, Herndon, Virginia, 20171.teneleven directors from the nominees named in the attached proxy statement;Corporation’sCompany’s independent registered public accounting firm;isincludes the formal notice of the meeting and proxy statement. The proxy statement tells you about the agenda procedures and rules of conductprocedures for the meeting. Importantly, it also describes how your Board of Directors operates, gives information about director candidates, and provides information about the Corporation,Company, including our compensation practices.in person.seeinghaving you atattend the 2017virtual 2023 Annual Meeting of Stockholders.Sincerely,ROBERT S. SILBERMANChairman of the Board
Chairman of the Board16, 2017
13, 2023
Attachment: Financial SummaryProxy Statement.proxy statement. Below are the Selected Financial Data tablesis selected financial data for the five years ended December 31, 2016 from our 2016 Annual Report.2022. The tables providefinancial summary provides key information on revenues, profitability, returns,expenses, income, diluted earnings per share, and balance sheet strength, with dollar amounts in thousands, except per share data.(1) 2018 2019 2020 2021 2022 Revenues $ 634,185 $ 997,137 $ 1,027,653 $ 1,131,686 $ 1,065,480 $ 662,933 $ 997,137 $ 1,004,272 $ 1,135,332 $ 1,065,480 Expenses $ 656,925 $ 886,605 $ 918,269 $ 1,057,774 $ 994,720 $ 565,577 $ 803,015 $ 791,749 $ 969,606 $ 977,138 Income (loss) from operations $ (22,740) $ 110,532 $ 109,384 $ 73,912 $ 70,760 $ 97,356 $ 194,122 $ 212,523 $ 165,726 $ 88,342 Net income (loss) $ (15,671) $ 81,138 $ 86,268 $ 55,087 $ 46,670 $ 75,077 $ 147,281 $ 154,775 $ 116,626 $ 60,254 Diluted earnings (loss) per share $ (1.03) $ 3.67 $ 3.77 $ 2.28 $ 1.94 $ 4.75 $ 6.67 $ 7.03 $ 4.83 $ 2.51 Cash, cash equivalents and marketable securities $ 386,531 $ 491,200 $ 225,336 $ 298,796 $ 235,946 Total assets $ 1,661,029 $ 1,789,408 $ 2,295,807 $ 2,305,880 $ 2,161,747 Long term debt $ — $ — $ 141,823 $ 141,630 $ 101,396 Total liabilities $ 235,805 $ 326,698 $ 547,488 $ 591,890 $ 525,957 Total stockholders’ equity $ 1,425,224 $ 1,462,710 $ 1,748,319 $ 1,713,990 $ 1,635,790 capital allocation.1
share (paid)____________elsewherein or incorporated by reference in the Corporation’sCompany’s Annual Report on Form 10-K.____________(a) Diluted weighted average shares outstanding include common shares issuedoutstanding,graduate courses both online and the dilutive impact of restricted stock, restricted stock units,on physical campuses. THINK Education is a vocational registered training organization and outstanding stock options using the Treasury Stock Method.(b) Reflects average student enrollment for the four academic terms for each year indicated.(c) Reflects number ofaccredited higher education provider in Australia, delivering educational programs through multiple colleges based at several campuses offering classes during the fourth quarter of each year indicated.(d) Reflects full-time employees including full-time faculty as of December 31 of each year.(e) Working capitalthroughout Australia. Media Design School is calculated by subtracting current liabilities from current assets.STRAYERa private tertiary institution delivering creative and technology design qualifications in New Zealand.
2303 Dulles Station Boulevard
Herndon, Virginia 20171
(703) 561-160020172023 Annual Meeting of Stockholders of StrayerStrategic Education, Inc. (the “Corporation”“Company”), will be held at the Corporation’s headquarters,2303 Dulles Station Boulevard, Herndon, Virginia, 20171, virtually via webcast on Tuesday, May 2, 2017,Wednesday, April 26, 2023, at 8:00 a.m. (ET) for the following purposes:teneleven directors to the Board of Directors from the nominees named in the attached proxy statement to serve for a term of one year or until their respective successors are elected and qualified.Corporation’sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2017.
AS OF MARCH 3, 2017. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO CAST YOUR VOTE OVER THE INTERNET, BY TELEPHONE, OR TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED STAMPED ENVELOPE.By Order of the Board of DirectorsViet D. DinhSecretary
Secretary
March 16, 2017STRAYER13, 2023
2303 Dulles Station Boulevard
Herndon, VA 20171
(703) 561-1600
Annual Meeting of StockholdersMay 2, 2017
April 26, 2023Proxy Statementproxy statement is being furnished to holders of the common stock of StrayerStrategic Education, Inc. (the “Corporation”“Company”), 2303 Dulles Station Boulevard, Herndon, Virginia 20171, in connection with the solicitation on behalf of the Board of Directors of the CorporationCompany (the “Board”) of proxies to be voted at the 20172023 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held at 8:00 a.m. local time(ET) on Tuesday, May 2, 2017, at the Corporation’s headquarters located at 2303 Dulles Station Blvd., Herndon, Virginia 20171.Corporation.Company. Copies of solicitation material may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of shares of the Corporation’sCompany’s common stock, and normal handling charges may be paid for such forwarding service. Solicitation of proxies may be made by the CorporationCompany by mail or by personal interview, telephone and facsimile by directors, officers and other management employees of the Corporation,Company, who will receive no additional compensation for their services. The CorporationCompany has also retained Alliance Advisors, LLC to provide proxy solicitation services for a fee of approximately $24,000,$12,500 plus reimbursement of its out-of-pocket expenses.CorporationCompany at the Corporation’sCompany’s headquarters at 2303 Dulles Station Blvd., Herndon, Virginia 20171, providing a later dated proxy, or by attending the virtual meeting and voting in person.virtually. Attending the Annual Meeting virtually will not automatically revoke a stockholder’s prior proxy.mailingmaking this proxy statement, the Notice of Annual Meeting of Stockholders and the enclosed proxy card available on or about March 16, 201713, 2023 to all stockholders entitled to vote. At the close of business on March 3, 2017,February 28, 2023, the record date for the Annual Meeting, there were 11,159,88424,590,980 shares of the Company’s common stock of the Corporation outstanding and entitled to vote at the meeting.Only common stockholders of record on March 3, 2017February 28, 2023 will be entitled to vote at the meeting, and each share will have one vote.AtMeeting votes will be counted by written ballot.Meeting. A majority of the shares entitled to vote will constitute a quorum for purposes of the Annual Meeting. Under the Corporation’s By-laws,Company’s Bylaws, to be elected at the Annual Meeting, a nominee for election to the Board of Directors (Proposal 1) must receive morea majority of the votes cast for his or her election than votes cast against his or her election.at the Annual Meeting. Ratification of the appointment of the Corporation’sCompany’s independent registered public accounting firm (Proposal 2), approval of the advisory vote on the compensation of our named executive officers (Proposal 3), and approval of any other business which may properly come before the Annual Meeting, or any adjournments thereof, will require the affirmative vote of a majority of the votes cast at the Annual Meeting. With respect to the frequency of the advisory vote on executive compensation (Proposal 4), the choice receiving the greatest number of votes — every year, every two years or every three years — will be the frequency that stockholders will be deemed to have approved. Abstentions and broker non-votes will have no effect on the outcome of any matter at the Annual Meeting, including the election of directors. Proposals 2, 3 and 4 are advisory only, and as discussed in more detail below, the voting results are not binding, although the Board of Directors will consider the results of such proposals.CorporationCompany prior to the meeting and not revoked will be voted as directed therein on all matters presented at the meeting. In the absence of specific direction from a stockholder, proxies will be voted for the election of all named director nominees, in favor of Proposals 2 and 3, and for the choice of one (1) year for Proposal 4. If a proxy indicates that all or a portion of the
FOR THE STOCKHOLDERS MEETING TO BE HELD ON APRIL 26, 2023of the Corporation has adopted a corporate governanceMajority Vote Policy for director elections. Under this policy, concerningin the “holdover”case of anyuncontested elections, each director notis elected by a majority vote in an uncontested election.of the votes cast with respect to the director. Any director who fails to receive the requisite majority vote would be required to promptly offer his or her resignation and the Board, following the recommendation of the Nominating and Corporate Governance Committee (the “Nominating Committee”), would have up to 90 days to decide whether to accept such offer, during which time the director nominee would continue to serve on the Board as a “holdover” director. A copy of this policy is available on our website atwww.strayereducation.comwww.strategiceducation.com.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR THE STOCKHOLDERS MEETING TO BE HELD ON MAY 2, 2017The proxy statement, Form 10-K and Annual Report to Stockholders are available atwww.strayereducation.com/overview.cfm.PROPOSAL 1Election of DirectorsWe are requesting that the stockholders elect a Board of Directors of ten members at the Annual Meeting.Corporate Governanceperspectives needed on the Board to properly oversee management and protect the interests of long-term stockholders. To that end, the Nominating Committee (the “Nominating Committee”)reviews both the short- and long-term strategies of the Company to determine what current and future skills, experience and perspectives are required of the Board as a whole to appropriately exercise its oversight function. As part of its thoughtful Board refreshment and succession plan, the Nominating Committee also seeks to maintain an appropriate mix of short-, medium- and long-term directors to ensure that there is a balance between institutional knowledge and fresh perspectives. To achieve this balance, five new independent directors have been appointed to the Board in the last five years.Corporation.Company. By true independence we mean the willingness to challenge a forceful, talented CEO and management team with a goodeven against the backdrop of their excellent track record when something is wrong or foolish. Peoplerecord. Candidates with this trait are both very valuable and hard to find;find — they are inevitably of the highest character and integrity. Commercial or business savvy is also crucial — without it all the other great traits arecombination of little help.these is critical to ensure independent oversight of management. The Board does not have a specific policy regarding diversity. However, the Nominating Committee does strivestrives for the Board to be comprised of directors with a varietydiversity of experience, expertise, and personal backgrounds. The Nominating Committee considers theeach prospective director’s skills, specialized expertise, level of education, business experience, broad-based business acumen, experience at strategy development and policy-setting, and direct ownership of the Corporation’sCompany’s shares.Corporation’sCompany’s value. (ItIt is perhaps obvious, though worth noting, that the criteria for service on the Boards of Trustees of Strayer University’sUniversity and Capella University, and on the Board of Trustees,Directors of Torrens University, while sharing some of the same criteria as the Corporation,Company, are different, and that it is important to have some individuals who can sitserve on both Boardsthe Company’s Board and a university board effectively.) Depending upon the current needs of the Board, certain factors may be weighed more or less heavily by the Nominating Committee.entertainconsider recommendations from common stockholders that are submitted in writing to the Corporation,Company, provided that such common stockholders (i) beneficially own more than 5% of the Corporation’sCompany’s common stock or (ii) have beneficially owned more than 1% of the Corporation’sCompany’s common stock for at least one year. Stockholders meeting such criteria may recommend candidates for consideration by the Nominating Committee by writing to Mr. Viet D. Dinh,Ms. Lizette B. Herraiz, Corporate Secretary, StrayerStrategic Education, Inc., 2303 Dulles Station Blvd., Herndon, Virginia 20171, giving the candidate’s name, contact information, biographical data and qualifications, as well as any evidence that the stockholder satisfies the criteria set forth above. On an annual basis the Board solicits its largest and longest holding stockholders for recommendations on nominees to serve on the Board. All such recommendations will be treated confidentially and brought to the attention of the Nominating Committee in a timely fashion. The Nominating Committee does not evaluate candidates differently based on who has made the proposal or recommendation. on paper, there is a selection process which includes,may include, but is not be limited to, background and reference checks and interviews with not only the Nominating Committee but other boardBoard members, executive management and other professionals such as the Corporation’sCompany’s auditors or outside counsel, as deemed necessary. Stockholders who wish to formally nominate a director for election at an annual meeting of the stockholders of the CorporationCompany must also comply with the Corporation’s By-lawsCompany’s Bylaws regarding stockholder proposals and nominations. See “Stockholder Proposals”Proposals and Nominations” contained in this proxy statement.2It is intended that the votes represented by the proxies will be cast for the election as directors, for a term of one year or until their successors are chosen and qualified, of the persons listed below.“for”“For” the nominees listed below. Each of the nominees is currently a director of the Corporation. Mr. Fick was elected to the Board on October 25, 2016. The Executive Chairman introduced Mr. Fick to the Company. The Nominating and Corporate Governance Committee thereafter considered his educational, business, and service background and recommended Mr. Fick to the full Board. The following table and text presents information as of the date of this proxy statement concerning persons nominated for election as directors of the Corporation.Common Stock Directors
Committees
elected to
Strayer Board____________Name/Title Age Board
Committees Following
Annual Meeting Independent
Director Year first
elected to
Strategic Board
Executive Chairman 65 — 2001
Director 79 Nominating (Chair) ✓ 2011
Director 75 Nominating ✓ 1996
Director 57 Compensation (Chair) ✓ 2018
Director 65 Audit* ✓ 2001
Director 52 Compensation ✓ 2021
Chief Executive Officer & Director 57 — 2011
Director 72 Compensation ✓ 2021
Director 45 Audit* ✓ 2021
Director 72 Nominating ✓ 2022
Director 71 Audit (Chair)* ✓ 1996 Independent director.3
![[MISSING IMAGE: ph_robertssilberman-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_robertssilberman-bwlr.jpg)
was named Strayer’s Executive Chairman has been a Director of the Board in 2013.Company since March 2001. He was Chairman of the Board from February 2003 to 2013 and 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. Mr. Silberman has been a directorHe serves as Chairman of Strayer since March 2001. He servesthe Board of Directors of Par Pacific Holdings, and served on the Board of Directors of Twenty-First Century Fox, Inc. from 2013 to 2019 and as Lead Director of the Board of Covanta Holding Company Par Petroleum Corporation, and 21st Century Fox. Mr. Silbermanfrom 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 evolutiongrowth of the Corporation.Company. He leads the Board with a deep appreciation of the Corporation’sCompany’s history, a focused strategic vision for its future, and a broad understanding of the economic, regulatory, and demographic factors affecting the Corporation.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 Corporation.Company. ![[MISSING IMAGE: ph_johntcasteen-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_johntcasteen-bwlr.jpg)
teachestaught 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, Inc. Dr. Casteen also is a director of a number of charitable and privately-held business entities, including ECHO 360 and the Jamestown-Yorktown Foundation. He has chaired the boards of both the College Entrance Examination Board and the Association of American Universities. Dr. Casteen served on the board of directors of Altria Group, Inc. from 2010 to 2022. Dr. Casteen has been a member of the Board since 2011, and is the Chair of the Nominating Committee of the Board and currently serves as the Presiding Independent Director.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’s record of leadership in higher education and business will helpCasteen presently serves as the Board in building and maintaining the quality of Strayer University.Presiding Lead Independent Director. The Nominating Committee believes that based on his experience and expertise in educationeducational leadership, educational policy, academic affairs, and government affairs, Dr. Casteen should serve as a director of the Corporation.Company. ![[MISSING IMAGE: ph_charlottefbeason-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_charlottefbeason-bwlr.jpg)
theour Board since 1996 and is a member of the Nominating Committee. She is also Chairwoman of the Strayer University Board of Trustees.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 Corporation.Company. 4
![[MISSING IMAGE: ph_ritadbrogley-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_ritadbrogley-bwlr.jpg)
Senator William E. Brock FounderHead of Global Enterprise Partnerships for Facebook’s Messaging Platforms. Prior to that, Ms. Brogley served as President and ChairmanCEO of MyBuys, a marketing technology company, from 2012 until its merger with Magnetic in 2015. From 2008 to 2011, Ms. Brogley was the Brock Offices,CEO of Amadesa, a firm specializing in international trade, investmenttechnology provider of website testing and human resources. From 1985optimization, and from 2000 to 1987, Senator Brock2002, she served in the President’s Cabinet as the U.S. SecretaryPresident and CEO of Labor,Moxi Digital, a digital home software and from 1981 to 1985, as the U.S. Trade Representative. Senator Brock previouslyhardware company. Ms. Brogley served as Director of Business Development and Marketing Europe for Microsoft TV from 1997 to 2000 and was a Member of Congressmanagement consultant with Bain and subsequently as U.S. Senator for the State of Tennessee. Senator Brock is a member ofCompany from 1995 to 1997. Ms. Brogley presently serves on the Board of Directors of On Assignment, Inc. and ResCare, Inc.,Trinity Health, a healthcare system with headquarters in Michigan, and is a Senior Counselorthe Chair of its Audit Committee, and Member ofon the Board of Trustees of the Center for Strategic and International Studies, where he chairs the International Policy Roundtable. In the past five years, Senator Brock has alsoNarvar, Inc. Ms. Brogley served on the Board of Directors of Catalyst Health Solutions, Inc. Senator Brock has been a member ofCapella Education Company from 2014 until her appointment to the Board since 2001 andof Strategic Education, Inc. on August 1, 2018. She is a memberthe Chair of the Compensation Committee. HeCommittee of the Board. Ms. Brogley holds a bachelor’s degree in commerceindustrial engineering from WashingtonNorthwestern University and Lee University. Senator Brock’s experience as a legislator, senior Cabinet officer, andmaster’s degree in business leader providesadministration from the Board with an unparalleled understanding of the legislative and regulatory process.Harvard Business School. The Nominating Committee believes that based on hisher experience as an executive and expertiseentrepreneur in both early state and large public policy, government affairs,companies, and given her vast knowledge of strategy, business managementdevelopment and corporate governance, Senator Brockanalytics, Ms. Brogley should serve as a director of the Corporation.Company. ![[MISSING IMAGE: ph_robertrgrusky-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_robertrgrusky-bwlr.jpg)
Mr. Nathaniel C. Fickis the Chief Executive Officer of Endgame, a technology firm focusing on cybersecurity. He previously served as a Captain in the United States Marine Corps leading infantry and reconnaissance units in combat 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 is a graduate of Dartmouth College, the Harvard Kennedy School, and the Harvard Business School, and serves as a Trustee of Dartmouth College. Mr. Fick was elected to the Board in 2016, and serves on 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 Corporation.
and was a Principal and Member from 2000 to 2005, and has been 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. In the past five years, he has also served on the Board of Directors of AutoZone, Inc. Mr. Grusky has served on theour Board since 2001, and is a member ofon the NominatingAudit Committee. He holds a bachelor’s degree in history from Union College and a master’s degree in business administrationan MBA from Harvard University.Business School. The Nominating Committee believes that Mr. Grusky’s keenowner orientation, understanding of the financial markets and his extensive experience as an investment manager and executive are tremendous assets to the Board.Board and that he should serve as a director of the Company. ![[MISSING IMAGE: ph_jerryljohnson-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_jerryljohnson-bwlr.jpg)
expertise in financial markets, capital allocation, strategic planning, accounting and audit functions, and public policy,general management, Mr. GruskyJohnson should serve as a director of the Corporation.Company. ![[MISSING IMAGE: ph_karlmcdonnell-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_karlmcdonnell-bwlr.jpg)
has served as President and Chief Operating Officer since 2006.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 Corporation.Company. 5
![[MISSING IMAGE: ph_michaelamcrobbie-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_michaelamcrobbie-bwlr.jpg)
Mr. Todd MilanoisMcRobbie serves as University Chancellor, President Emeritus, and Ambassador of Central Penn College, where heUniversity Professor at Indiana University (IU). He previously served as the 18thPresident 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 Chief Executive Officera Ph.D. from 1989 to 2012. Mr. Milano has servedAustralian National University. Dr. McRobbie joined the Board in July of 2021 and serves on the Board since 1996 and is a member of the Compensation Committee of the Board. As a member of the Strayer University Board of Trustees since 1992, he has chaired the University’s Presidential Search Committees. Mr. Milano holds a bachelor’s degree in industrial management from Purdue University. Having served on the Board for more than 20 years, Mr. Milano knows the Corporation’s business, history, and culture of quality education. He is a leader in higher education and uses his experience to provide critical input into the Corporation’s operations and management.Committee. The Nominating Committee believes that based uponon his experience and expertise in academic affairs, educational management, accrediting activitieshigher education and organizational leadership, Mr. Milanowith education policy, as well as his familiarity with the Australian education and political system, Dr. McRobbie should serve as a director of the Corporation.Company. ![[MISSING IMAGE: ph_williamjslocum-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_williamjslocum-bwlr.jpg)
![[MISSING IMAGE: ph_michaeljthawley-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_michaeljthawley-bwlr.jpg)
![[MISSING IMAGE: ph_thomaswaite-bwlr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/ph_thomaswaite-bwlr.jpg)
has been now retired, was the Treasurer and Chief Financial Officer of the Humane Society of the United States sincefrom 1997 and prioruntil January 2020. Prior to that, he served as Controller beginning in 1993. In 1992, Mr. Waite was the Director of Commercial Management of The National Housing Partnership. Mr. Waite has served on the Board since 1996, is Chair of the Audit Committee, and is a former member of the Strayer University Board of Trustees. Mr. Waite holds a bachelor’s degree in commerce from the University of Virginia and is a Certified Public Accountant, and a Chartered Global Management Accountant. Mr. Waite ishas extensive experience as a leader in philanthropy and the non-profit sector, which is the Corporation’sCompany’s indispensable partner in fulfilling our mission of providing quality education to working adults. His experience as a chief financial officer brings to the Board a seasoned voice in matters of accounting and governance that is a tremendous asset to the Board and the committeescommittee 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 Corporation.Company. 
Mr. J. David Wargohas been President of Wargo and Company, Inc., an investment management company, since 1993. Mr. Wargo is a co-founder and was a Member of New Mountain Capital, LLC, from 2000 to 2008, and was a Senior Advisor there from 2008 to 2011. From 1989 to 1992, Mr. Wargo was a Managing Director and Senior Analyst of The Putnam Companies, a Boston-based investment management company. From 1985 to 1989, Mr. Wargo was a partner and held other positions at Marble Arch Partners. Mr. Wargo is also a Director of Liberty Global PLC, Liberty Broadband Corporation, Discovery Communications, Inc. and Liberty TripAdvisor Holdings, Inc. Mr. Wargo has served on the Board since 2001 and is Chair of the Compensation Committee and a member of the Audit Committee. Mr. Wargo holds a bachelor’s degree in physics and a master’s degree in nuclear engineering, both from the Massachusetts Institute of Technology. He also holds a master’s degree in management science from the Sloan School of Management, which is the business school of the Massachusetts Institute of Technology. Mr. Wargo is an expert in markets and governance and has extensive experience in developing and managing businesses. His broad-based knowledge of transactions and investments brings to the Board strong leadership, which is further enhanced by his experience on the boards of other respected publicly traded companies. The Nominating Committee believes that based on his experience and expertise in financial matters, accounting and audit, financial markets, capital allocation, and strategic planning, Mr. Wargo should serve as a director of the Corporation.6CorporationCompany can attract and retain outstanding director candidates who meet the criteria outlined in this proxy statement;Corporation;Company; anda good director.EachIn 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 Corporation.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 Meetingannual meeting as part of their annual retainer. The restricted shares vest over three years, with one-third of the shares vesting each year on the date of the Annual Meeting.annual meeting. 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 Directordirector has served at least five years on the BoardBoard.Directors of the Corporation.•Additional Fees.$10,000. The Audit Committee Chair receives an additional annual fee of $15,000, and the Presiding Independent DirectorNominating Committee and Compensation Committee Chairs receive an additional annual fee of $10,000.$10,000 each. Members of the Audit Committee receive an additional annual fee of $5,000. The Board may also approve additional fees for other board-related service.long termlong-term interests of stockholders. While on the Board, non-employee2016.2022. Messrs. Silberman and McDonnell do not receive any additional compensation for their service as directors of the Corporation. TheirCompany. Information regarding the compensation for Messrs. Silberman and McDonnell is reflected in the “Summary Compensation Table” set forth below in this proxy statement.
Paid in Cash
($)
($)(a)
($)____________Name Fees Earned or
Paid in Cash
($)
($)(a) Total
($) 92,500 120,000 212,500 Dr. Charlotte F. Beason 80,000 120,000 200,000 Rita D. Brogley 90,000 120,000 210,000 73,750 120,000 193,750 85,000 120,000 205,000 Robert R. Grusky 81,250 120,000 201,250 Jerry L. Johnson 80,000 120,000 200,000 Dr. Michael A. McRobbie 80,000 120,000 200,000 William J. Slocum 85,000 120,000 205,000 Michael J. Thawley 20,000 75,000 95,000 G. Thomas Waite, III 87,500 120,000 207,500 computationdetermined based on the closing price of the Company’s stock on the grant date in accordance with FASB ASC Topic 718.was electedresigned from the Board on September 16, 2022, after the U.S. Senate confirmed his nomination to serve onas the Boardfirst U.S. Ambassador at Large for Cyberspace and Digital Policy at the U.S. Department of Directors in October 2016.72016. Shares of
Unvested
Restricted
Stock (#) Dr. Charlotte F. Beason3,128William E. Brock3,128 3,128 2,861 2,861 Rita D. Brogley 2,861 570 — 2,861 Robert R. Grusky 3,663 2,861 Todd A. Milano 4,949 2,779 2,601 William J. Slocum 2,695 Michael J. Thawley 1,119 G. Thomas Waite, III 3,128J. David Wargo 3,1282,861 comprised of independent members, as independence is defined under the NASDAQ Listing Standards, along with our Executive Chairman and our Chief Executive Officer.warranted. The leadership structure of the CorporationCompany 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 operateAt present, our Board is comprised of nine independent directors, as independence is defined under the Nasdaq Listing Standards, along with aour Executive 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.2013line with our Corporate Governance Principles, Dr. Casteen, an independent director, was appointedelected by the Board to serve as the Presiding Lead Independent Director who runs the Board in the Chairman’s absence. TheNovember 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’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: Ensure the quality, quantity and timeliness ofRisk OversightCorporation;Company; the CEO is the “Chief Risk Officer.” The Board reviews and approves all annual budgets, major uses of capital, major projects, and University expansion plans. Two membersplans related to the company owned institutions. One member of the Board of Directors also serveserves as membersa member of the governing body (the Board of Trustees) of the Corporation’s chief asset: Strayer University. The Board of Trustees of Strayer University is made up of nineten trustees, including fivesix trustees who are unaffiliated with the Corporation,Company, one trustee who is an independent member of the Company’s Board of Directors, two trustees who are independent members of the Corporation’s Board of Directors, one trustee who previously was an officersenior leadership of the Corporation,Company, and the President of Strayer University who serves as an ex officio member. The Board of Directors oversees, but generally defers to theCapella University’s Board of Trustees on issues related to academic affairsis comprised of twelve trustees, including eight independent trustees, one internal trustee, a learner representative, and quality, including specifically the ratea faculty representative. One of the University’s growthinternal trustees is a former officer of Strayer Education, and expansion.Corporation’sCompany’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 Corporation’sCompany’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 Corporation’sCompany’s executive compensation program, as described in the Compensation Discussion and Analysis section below, does not encourage inappropriate risk taking and that the CorporationCompany has in place a strong culture, organization structure, and the compliance policies to manage operational risk effectively.8Corporation’sCompany’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.Board CommitteesAuditAudit Compensation Nominating G. Thomas Waite, Chair
Robert Grusky
William J. Slocum J. David Wargo,Rita D. Brogley, Chair
Jerry L. Johnson
Dr. Michael A. McRobbie Dr. John T. Casteen, III, Chair Nathaniel C. FickWilliam E. Brock
Dr. Charlotte F. Beason
Michael J. David WargoTodd A. MilanoRobert R. GruskyAudit Committee.For the year ended December 31, 2016, thewas composedcurrently consists of Messrs. Waite (Chair), Milano,Grusky, and Slocum. Mr. Grusky until May 3, 2016; Messrs. Waite (Chair), Milano and Wargo from May 3, 2016 until October 25, 2016; and thereafter,joined the Audit Committee was composedin July 2022, and Mr. Waite became Chair in November 2022. Mr. Fick served on the Audit Committee until his retirement from the Board in September 2022. Until July 2022, the Audit Committee consisted of Messrs. Fick, Slocum, and Waite, (Chair),and from July to September 2022 the Audit Committee consisted of Messrs. Fick, Grusky, Slocum and Wargo.Waite. The Audit Committee met sixfour times during 2016, including two telephonic meetings.ThePursuant 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 Corporation’sCompany’s independent registered public accounting firm. The Audit Committee also, among other things, reviews the Corporation’sCompany’s accounting policies, and reviews the Corporation’s unaudited that include, 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, 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.2, 2016, and restated on February 14, 2017.22, 2023. The CorporationCompany 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 Daniel W. Jackson, ExecutiveLizette B. Herraiz, Senior Vice President and Chief Financial Officer,General Counsel, 2303 Dulles Station Blvd., Herndon, VA 20171, (703) 561-1600. In addition, the Audit Committee charter is available on the Corporation’sCompany’s website, www.strayereducation.com.www.strategiceducation.com.NASDAQNasdaq 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. WaiteGrusky, Slocum and WargoWaite qualify as an “audit committee financial expert,” as defined by SEC rules, based on their education, experience, and background.Compensation Committee.For the year ended December 31, 2016, thewas composedcurrently consists of Messrs. WargoMs. Brogley (Chair), Brock,Mr. Johnson and Dr. McRobbie. Prior to July 25, 2022, the Committee consisted of Ms. Brogley and Messrs. Johnson until May 3, 2016; thereafter, theand Waite. The Compensation Committee was composed of Messrs. Wargo (Chair), Brock, and Milano.Chief Executive OfficerCEO, and other officers of the Corporation.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.920162022 approximately $10,000$30,800 was paid to Lockton Companies, LLCEquilar, Inc., to benchmark compensation for the executive officers, including the CEO and CFO positions. The Compensation Committee may form and delegate any of its authority to one or more subcommittees as it deems appropriate. For a discussion of the role of the 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 twice during 2016.2, 2016, and restated on February 14, 2017, and25, 2021, a copy of which the CorporationCompany will provide to any person without charge, upon request. Persons wishing to make such a request should contact Daniel W. Jackson, ExecutiveLizette B. Herraiz, Senior Vice President and Chief Financial Officer,General Counsel, 2303 Dulles Station Blvd., Herndon, VA 20171, (703) 561-1600. In addition, the Compensation Committee charter is available on the Corporation’sCompany’s website, www.strayereducation.com.www.strategiceducation.com.NASDAQNasdaq 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.Nominating Committee.For the year ended December 31, 2016, therules.was composedconsists of Dr. Casteen (Chair), Dr. Beason, and Mr. Milano until May 3, 2016; thereafter,Thawley, Mr. Thawley having begun his service November of 2022. Prior to July 25, 2022, the Nominating Committee was composedconsisted of Dr. Casteen, (Chair), Dr. Beason, and Mr. Grusky. 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 Corporation’sCompany’s corporate governance principles, and recommending director compensation. The Nominating Committee met threefour times during 2016.July 26, 2011, and restated on February 14, 2017.25, 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 Daniel W. Jackson, ExecutiveLizette B. Herraiz, Senior Vice President and Chief Financial Officer,General Counsel, 2303 Dulles Station Blvd., Herndon, VA 20171, (703) 561-1600. In addition, the Nominating Committee charter is available on the Corporation’sCompany’s website, www.strayereducation.com.www.strategiceducation.com.NASDAQNasdaq Listing Standards.Compensation Committee Interlocks and Insider ParticipationDuring fiscal year 2016,Compensation Committee was composedCompany’s Corporate Governance Principles, members of Messrs. Wargo (Chair), Brock, and Johnson until May 3, 2016; thereafter, the Compensation Committee was composedBoard are not permitted to be members of Messrs. Wargo (Chair), Brock, and Milano. Nothe 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 Compensation Committee was, during fiscal year 2016, an officer or employee of the Corporation or was formerly an officer of the Corporation, or had any relationship requiring disclosure by the Corporation as a related party transaction under applicable SEC rules. No executive officer of the Corporation served on any board of directors or compensation committee of anymore than two (2) public companies other company for which anythan the Company, without prior approval from the Nominating Committee. Furthermore, Board members are required to give notification to the Chair of the Corporation’sNominating 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 served as an executive officer at anyare able to devote the necessary time during fiscal year 2016.Attendance at Meetings and Director Independencesixfour times during 2016, including two telephonic meetings.2022. Each director attended at least 75% of the meetings of the Board, andas well as the meetings of the Board Committees on which he or she served as a member in 2016.2022. At each regularly scheduled meeting of the Board, the independentnon-management directors met in executive session. The Board’s Presiding Lead Independent Director, which is currently Dr. Casteen, presides at these executive sessions. Prior to April 27, 2022, Mr. Gilligan was the Presiding Lead Director and presided over executive sessions. The CorporationCompany 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 with the exception of Mr. Wargo and Dr. Casteen.10NASDAQNasdaq Listing Standards. The Board of Directors has determined that all members of the Board of Directors, except for Messrs. Silberman and McDonnell, are independent under these standards.Code of Business ConductNASDAQNasdaq requirements. The Code of Business Conduct was last amended on February 2, 2016,22, 2023, and includes, among other things, provisions prohibiting directors, officers and employees from: insider trading; investing in Corporation-basedCompany-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 Corporation’sCompany’s securities; and trading in the Corporation’sCompany’s securities on a short-term basis. The CorporationCompany 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 Daniel W. Jackson, ExecutiveLizette B. Herraiz, Senior Vice President and Chief Financial Officer,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.strayereducation.com.www.strategiceducation.com. In the event that the CorporationCompany makes any amendment to, or grants any waiver from, a provision of the Code of Business Conduct that applies to the Corporation’sCompany’s principal executive officer, principal financial officer, principal accounting officer, controller, or certain other senior officers and requires disclosure under applicable SEC rules, the CorporationCompany intends to disclose such amendment or waiver and the reasons for the amendment or waiver on the Corporation’sCompany’s website, www.strayereducation.comwww.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 DirectorsCorporationCompany 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 Viet D. Dinh,Lizette B. Herraiz, Corporate Secretary, StrayerStrategic Education, Inc., 2303 Dulles Station Blvd., Herndon, VA 20171, (703) 561-1600. The mailing envelope must contain a clear notation“Stockholder-Board“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 Corporation’sCompany’s common stock or (ii) have beneficially owned more than 1% of the Corporation’sCompany’s common stock for at least one year will be forwarded to the Board without prior review. In addition, Stockholder-Board communications from all other stockholders will be reviewed by the Chief Executive Officer and the Secretary of the CorporationCompany and will be forwarded to the Board as appropriate.Section 16(a) Beneficial Ownership Reporting ComplianceThe 1934 Act requires the Corporation’s directors, executive officers and 10% stockholders to file reports of beneficial ownership of equity securities of the Corporation and to furnish copies of such reports to the Corporation. Based on a review of such reports, and upon written representations from certain reporting persons, the Corporation believes that, during the fiscal year ended December 31, 2016, all such filing requirements were met, other than a Form 3 for Mr. Fick, which was filed on November 7, 2016, one business day after the due date for such filing.11Corporation’sCompany’s common stock as of March 3, 2017February 28, 2023 (except as otherwise indicated), by each person known by management of the CorporationCompany to be the beneficial owner of more than five percent (5%) of the outstanding shares of the Corporation’sCompany’s common stock, each of the Corporation’sCompany’s directors, and director nominees, its Executive Chairman, CEO, and three 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 Corporation.Company. The percentages reflected in the table for each beneficial owner are calculated based on the number of shares of common stock outstanding on the record date plus those sharesas of common stock that are subject to options held by the applicable beneficial owner that are currently exercisable or exercisable within sixty days of March 3, 2017 and those shares of common stock issuable upon the vesting of restricted stock united held by the applicable beneficial owner within sixty days of March 3, 2017.
Stock
Beneficially
Owned(a)
Stock
Issuable within
60 days
Owned____________Name of Beneficial Owner
Stock
Beneficially
Owned(a) Common
Stock
Issuable within
60 days Total Percentage
Owned Stockholders: 3,550,072 — 3,550,072 14.4% 2,597,469 — 2,597,469 10.6% 2,510,144 — 2,510,144 10.2% 2,067,898 — 2,067,898 8.4% 1,988,138 — 1,988,138 8.1% 1,522,534 — 1,522,534 6.2% Directors: — Robert S. Silberman 253,523 — 253,523 1.0% Dr. John T. Casteen, III 8,145 — 8,145 * Dr. Charlotte F. Beason 18,667 — 18,667 * Rita D. Brogley 8,684 — 8,684 * J. Kevin Gilligan 8,326 — 8,326 * Robert R. Grusky 10,090 — 10,090 * Jerry L. Johnson 3,438 — 3,438 * Karl McDonnell 181,877 — 181,877 * Dr. Michael A. McRobbie 3,043 — 3,043 * 3,185 — 3,185 * Michael J. Thawley 3,058 — 3,058 * G. Thomas Waite, III 12,636 — 12,636 * Named Executive Officers: Daniel W. Jackson 78,610 — 78,610 * Lizette B. Herraiz 48,440 — 48,440 * Christa E. Hokenson 42,820 — 42,820 * All Executive Officers and
Directors (15 persons) 684,542 — 684,542 2.8% vote, and restricted stock units.filed with the SEC on February 7, 2017. SEC. Common stock beneficially owned represents shares held as of January 31, 2023 for Strategic Education, Inc. The address of T. Rowe Price Investment Management, Inc. is: 101 E. Pratt Street, Baltimore, MD 21202.1,520,9641,226,364 shares, representing 13.6%5.0% of the shares outstanding), which T. Rowe Price Associates, Inc. (“Price Associates”) serves as investment adviser with power to direct investments and/or sole power to vote securities. For purposes of the reporting requirement of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The address of T. Rowe Price Associates, Inc. is: 100 E. Pratt Street, Baltimore, MD 21202.(c) Based on a Schedule 13G/A filed with the SEC on January 17, 2017. The address of BlackRock, Inc. is: 55 East 52nd Street, New York, NY 10055.(d) Based on a Schedule 13G/A filed with the SEC on February 10, 2017. The address of The Vanguard Group is: 100 Vanguard Blvd., Malvern, PA 19355.(e) Based on a Schedule 13G/A filed with the SEC on February 15, 2017. 20036.(f) Includes 6,29020036pledged as security.122016,2022, our NEOs were:NEONEO Title Robert S. Silberman
Karl McDonnell
Daniel W. Jackson
Lizette B. Herraiz
Christa E. Hokenson Executive Chairman Karl McDonnell
Chief Executive Officer & DirectorDaniel W. Jackson
Chief Financial OfficerBrian W. Jones
General Counsel
Chief Human Resources OfficerPresident, Strayer UniversityThomas J. AprahamianChief Accounting OfficerCorporation’sCompany’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 Corporation’sCompany’s policies on compensation, consistent with Department of Education regulations, seek to reward achievement of financial and academicstrategic goals, both of which are driven by the success of our academic programs.Corporation’sCompany’s development, review, and approval of NEOnamed executive officer compensation:Align Interests The CorporationCompensation Committee seeks to align the thinkingperspectives of our executives and directors with those of our stockholders. It does so by adoptingdesigning 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, and regulatory compliance.performance. Each of these goals is ultimately advanced by a focus on academic quality and the student experience. The CorporationCompany also aligns long termlong-term interests of our named executive officers and Board members with those of our stockholders by requiringsetting requirements on share ownership for all named executive officers and Board members and executives at the Senior Vice President level and above.members. The CorporationCompany sets compensation at levels sufficient to attract and retain highly qualified and productive personnel.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 forwith performance, the Compensation Committee generally sets target salary at or belowestablishes incentive compensation programs that comprise the midpointmajority of comparable companies, and profit sharing targets (both cash and equity) at or above the midpoint of comparable companies.overall named executive officer compensation. In making decisions on whether, and at what level, to fund non-equity incentive compensation each year, the Compensation Committee looks at whether the Corporation metassesses Company performance against certain performancepreset goals and objectives determined annually by the Board of Directors. These objectives consist of both quantitative financial metrics (comprising up to 75% of target payout) and qualitative academic metrics (comprising up to 25% of target payout).strategic measures. The Compensation Committee sets threshold, target, and maximum levels, which achieve a 50%, 100%, and 150% potential target payout, respectively, with reductions or increases corresponding to the percentage of target achieved between these ranges.ranges, for all quantitative financial metrics. 13CorporationCompany increases value and accountability through the following best practices:WHAT WE DO WHAT WE DO NOT DO ü✓ Limit discretion by setting clear quantitative metrics for non-equity incentive compensation, with target payouts as a percentage of base salary for all named executive officers X No compensation decisions for our NEOs without oversight of independent directors üSet CEO✓ Establish Chief Executive Officer (“CEO”) target annual compensation wherethat is at least 50% of target annual compensation is performance-based X No hedging or other investments in derivatives of the CorporationCompany, and no margin purchases ü✓ Include robust performance-based criteria for the vesting of equity grants to named executive officers X No pledging of Company securities ✓ Include double-trigger change in control vesting provisions for equity awards X No excise tax gross-ups upon or following a change in control üInclude double trigger change-in-control vesting provisions✓ Clawback incentive compensation based on restated financial statements or performance metrics, regardless of whether the restatement is for equity awardsmiscalculation or misconduct X No stock option re-pricing üClawback profit sharing and equity grants based on performance metrics that were incorrectly calculated or for misconduct leading to a restatement✓ X No perquisitesüUse a representative and relevant peer group to guide compensation X No perquisites for our NEOs ✓ Set robust stock ownership guidelines X No executive pensions or supplemental executive retirement plan (SERP)(“SERP”) CorporationCompany employs the following general policies in determining executive compensation: The Corporation believes that compensation of the Corporation’s key executives should be sufficient to attract and retain highly qualified and productive personnel, as well as to enhance productivity and encourage and reward superior performance.•CorporationCompany that the three primary components of the Corporation’sCompany’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.CorporationCompany seeks to reward achievement of specific corporate goals by executing forproviding 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.criteria usedCompensation Committee evaluates the extent to which the Company met certain preset performance objectives set annually by the Compensation Committee in decidingBoard to determine whether and/or at what level to pay non-equity incentive compensation is whether the Corporation met certain performance objectives set annually by the Board.compensation. The Compensation Committee makes these assessments based on the Corporation’sCompany’s annual financial statements, which are audited by the Corporation’sCompany’s independent auditing firm, PricewaterhouseCoopers LLP. Each year, the corporate objectives used to determine profit sharingincentive compensation eligibility for executives are chosen by the Board of Directors from criteria whichthat were approved by the stockholders of the Corporation. CriteriaCompany. The criteria used for 2022 were approved most recently by stockholders at its annual meetingthe 2018 Annual Meeting of Stockholders of the Company on May 5, 2015.Corporation’sCompany’s guiding principles is that its officers and directors think like owners. To this end, the Corporation adoptedCompany has a requirement that within three years of hiring or promotion or being appointed to the Board, seniorexecutive 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 cash portion of the annual retainer. The Board reviews compliance with this policy consistent with historic share ownership, market price fluctuations, and other factors.14TitleTitle Required Share Ownership Executive Chairman
Chief Executive Officer
Executive Vice President
Senior Vice President
Board of Directors 5x Annual Salary Chief Executive Officer
5x Annual SalaryExecutive Vice President
3x Annual SalarySenior Vice President
2x Annual SalaryBoard of Directors
5x Cash Retainer3x Annual RetainerCorporationCompany for 2016,2022, the Compensation Committee comparescompared executive compensation at the CorporationCompany to that of ten publicly traded companies which ownimmediate competitors in higher education, assets. These companies are: American Public Education, Inc., Apollo Education Group, Bridgepoint Education, Capella Education Company, Career Education Corporation, DeVry Education, Grand Canyon Education, Inc., K12, Inc., Lincoln Education Services, and Universal Technical Institute. The Compensation Committee also compares executive compensation atas well as other peers in the Corporation to companies in other industries that arebroader education industry similar in revenue, market capitalization, and growth profile.or below the midpoint of comparable companies and incentive compensation targetsgrants (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 Corporation.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 lowerestablish the Corporation’sCompany’s executive compensation toat levels it deems more appropriate.CorporationCompany values our stockholders’ opinions on the effectiveness of our compensation program. At the 20162022 Annual Meeting of Stockholders, approximately 75%more than 83% of the votes cast were cast in favor of the advisory resolution to approve the 20152021 compensation for the Corporation’sCompany’s named executives.executive officers. The CorporationCompany believes this vote reflected generalclear stockholder approval of its overallthe Company’s pay practices and the absence of any practices that stockholders consider problematic. But,Additionally, we can always do better, and the Corporation took a number of steps to enhance our compensation program based on stockholder feedback and expectations: Engagedprogram. Establishedsalary, replacing discretionary bonuses. Added new,awards granted in 2017 and thereafter. Provided more visibility intoBoard. Provided additionalAccordingly, whileCompensation Committee generallyCompany continued our practice of year-round stockholder engagement related to applybusiness highlights and governance. This engagement helped us better understand stockholder perspectives on significant issues, including company performance and strategy, our compensation practices, and environmental, social, and governance topics. At various times during the same principles in determiningyear, we met with representatives from 34 different institutional investors, who collectively own approximately 11.1 million shares or 45% of the amounts and typesCompany’s outstanding shares as of executive compensation for 2016, the Corporation has included additional disclosures on 2016 compensation target payouts for our NEOs (see “2016 Compensation Decisions” below).record date. The Compensation Committee values stockholder feedback provided through both the votevoting at the annual meeting of stockholders and stockholder outreach and will continue to consider the results of the vote and these viewsstockholder feedback in the future. Corporation’s Board of Directors sets a number of goals and objectives includingfor the Company’s business that align with our business strategy and reflect both financial and academic criteria.non-financial Company performance. From these Company goals and objectives, the Compensation Committee designates certain financial, quantitative strategic, and qualitativenon-quantitative strategic goals to set theestablish performance expectations forassociated with non-equity and equity incentives. In 2022, financial metrics made up 60% of non-equity incentive compensation.compensation for NEOs. Quantitative strategic measures made up an additional 20%, and non-quantitative strategic measures accounted for the remaining 20%. For each financial metrics make up 75% of performance-based pay, and qualitative academic metrics, although no less important, comprise 25% of such pay. For the quantitative goals,goal, the Compensation Committee setsset a minimum threshold performance level; unless the threshold performance is achieved, no payout is earned for that goal. The Compensation Committee also set a target rangeperformance level that, if met, would result in a 100% target performance payout. If actual performance is above the range, the performance payout is up to 150%15ofbelow the target payout. The Compensation Committee also sets threshold levels. If actual performance is below the targetlevel but above the threshold level, non-equity incentive compensation is reduced to correspond to the percentage of target achieved. Thus, as discussed further below inIf actual performance is above the “2016 Compensation Decisions” section, the Compensation Committee establishedtarget level, the performance payouts for 2016 at 75%payout is increased up to 150% of target because the Corporation’s performance exceeded threshold levels but did not fully meet the target range of the quantitative metrics.payout. The Compensation Committee retains discretion to reduce such paypayouts even further. For example,when thresholds are met. As discussed further below in 2012, the Corporation did not pay any bonuses because“2022 Compensation Decisions” section, based on the Corporation did not achieveassessment of 2022 Company performance against the preset goals, the Compensation Committee determined that all of the financial, quantitative strategic, and non-quantitative strategic goals were met, achieving 112% of target for named executive officers; however, the Committee exercised its goals and objectives.Corporation’sCompany’s Executive Chairman and its CEO is determined by the Compensation Committee, subject to approval of the Corporation’sCompany’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:Corporation’sCompany’s achievement of annual goals and objectives, both quantitativefinancial and qualitative,strategic measures, set by the full Board of Directors inat the preceding year,long termlong-term performance of the Corporation,Company; andlevellevels at comparable companies.Board in the preceding year,levellevels at comparable companies,companies; andCorporation.Company. While the Compensation Committee considers theall of these recommendations, of the Executive Chairman and the CEO with respect to these elements of compensation, the Compensation Committee independently evaluates the recommendations for purposes of making its final recommendations to the full Board.just completedprior 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.20162022 Compensation Programs2016,2022, the Corporation’sCompany’s executive compensation program primarily included salary,salaries, non-equity incentive compensation, and long-term compensation in the form of restricted stock awarded under the Corporation’s 2015Company’s 2018 Equity Compensation Plan. —: 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 uponChairman’sChairman and the CEO’s salaries are specified in theirCEO 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 full Board of Directors. —: Non-equity incentive compensation for our named executive officers is determined each year by our Board of Directors upon the recommendation of the16andand/or how much to recommend such non-equity incentive compensation to recommend, the Compensation Committee determines whether, and to what extent, the CorporationCompany has achieved its annual corporate objectives for the year, compares that achievement against specific, pre-determinedpredetermined performance criteria, and calculates the payout relative to target.Corporationcompany whose main operating asset is a 125-year old Universityassets are institutions of higher education holding the highest possible academic accreditation, these annual corporate objectives include a number of academic measures, as well as non-financial operational targetsgoals and financial measures.metrics. Of course, even if the CorporationCompany achieves all of its academic, operational,non-financial and financial objectives in a given year, in the event of a breach inof regulatory, legal, or ethical business standards, the Compensation Committee mayhas the authority to eliminate the payment of non-equity incentive compensation for that year. of the Corporation 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 Corporation.Company. By achieving its annual corporate objectives, management will necessarily increase the long-term value of the Corporation,Company and generate sustainable long-term increases in owner’s value.the value of our equity. Each year, the Board selects those annual corporate objectives, from among criteriawhich may include performance metrics approved by the stockholders of the Corporation.Company for purposes of the Company’s equity and non-equity incentive compensation programs. For 2016,2022, the objectives for the named executive officers were chosen from thosebased on performance metrics approved by stockholders in Mayat the 2018 Annual Meeting of 2015Stockholders, as part of the 20152018 Equity Compensation Plan, which amended and restated the 20112015 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 determiningestablishing the goals,performance targets, the BoardCompensation Committee sets the targets at levels that are realistic, butand not certain.established by their employment agreements at 125% of base salary.salary, as set forth in their respective employment agreements. For 2016,2022, the Compensation Committee set target non-equity incentive compensation for the other named executive officers based on its evaluation of expectations for the positions held and the executives’ ultimate ability to influence the outcomes desired. For the Chief Financial Officer, the Compensation Committee set target non-equity incentive compensation at 100% of base salary. For the General Counsel and Chief Human Resources Officer, the target was set at 75% of base salary. As the primary officer responsible for the Company’s budget, Mr. Jackson is best positioned to ensure the proper balance between revenue and expenditures, and thus a larger portion of his annual compensation should be tied to performance measures.The Committee set Mr. Jones’ target non-equity incentive compensation at 50% of base salary. As the leader of the Company’s primary asset, Strayer University, Mr. Jones’ focus should be on qualitative academic measures, as established by the Board of Directors of the Corporation and the Board of Trustees of the University. The Committee therefore set his target non-equity incentive compensation at a lower percentage of base salary to ensure that decisions affecting the University are made based on academic quality and student success, and not simply on short-term financial considerations. For the same reasons, the performance measures for Mr. Jones include additional academic metrics not included in pay-for-performance metrics for other NEOs. Finally, the Compensation Committee set the target non-equity incentive compensation for the Chief Accounting Officer at 25% of base salary. The Committee determined that while the Chief Accounting Officer, like the Chief Financial Officer, plays an important role in ensuring that financial objectives are met, it wanted also to ensure proper and conservative judgment on financial controls and reporting. A smaller proportion of annual compensation based on financial performance measures for the Chief Accounting Officer reduces risks associated with financial controls and reporting. “2016“2022 Compensation Decisions” for more information regarding profit sharing awardsnon-equity incentive compensation for 2016.Profit-sharing —: Consistent with Department of Education regulations, the CorporationCompany has established a profit-sharingbonus plan for senior executives who are not named executive officers but who nevertheless meaningfully contribute to the success of Strayer Universitythe Company’s subsidiaries and the financial health of the Corporation.Company. Such profit-sharing,bonuses, both in cash and in equity, isare 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 profit-sharing,bonuses, the Compensation17CorporationCompany has achieved its annual corporate objectivesPrograms —Program: As discussed above, the CorporationCompany 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.in the previous section on profit sharing.above. For our Chief Executive Officer, we believe that at least 50% of his or her target total annual compensation should be performance-based in the form of equity grants of restricted stock with at least a four yearfour-year cliff vest. Prior to 2017, all performance-basedEquity grants included performance measures related to maintainingmade in 2022 require that Strayer University, Capella University, and Torrens University maintain their accreditation and all required regulatory approvals and Strayer University’s regional accreditation. Given the recent regulatory environment in whichapprovals; that Strayer University operated, this criteria was both reasonably uncertain and of paramount importanceCapella University shall not have lost Title IV eligibility due to both the short-term and long-term viabilitya breach of the Corporation. In 2017, the Compensation Committee added new performance criteria for the vesting of equity awards to named executive officers. Those new criteria include maintaining Strayer University’s 90/10 ratio below 80%,requirement; and its Cohort Default Ratesthat Strayer University and Capella University have cohort default rates below the national average for proprietary institutions which, for the most recently calculated cohort, was 15%.institutions. The 90/10 ratio prohibits a proprietary institution from deriving more than 90% of revenues from Title IV funds; by setting Strayer University’s maximum at 80% for equity vesting purposes, the Corporation incentivizes named executive officers to diversify revenue sources and minimize any risk of jeopardizing Title IV funds. The Cohort Default Ratecohort default rate is the federally mandated measure of student defaults on Title IV loans based on a three-year cohort, and institutionsan 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 theStrayer 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 CorporationCompany for its stockholders.This means thatConsistent with this view, we only grant restricted stock or stock optionsequity awards to employees and directors as compensation when we believe we arethe Company is getting fairincremental value (in terms of their service)service and performance) in return.CorporationCompany is required to prepare an accounting restatement due to the material noncompliance of the Corporation,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 CorporationCompany the amount of any payment received in settlementrespect 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, if the CorporationCompany is required to prepare an accounting restatement, then the employee must forfeit any cash or stock received in connection with the award if any amount of the award was explicitly 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. —: The CorporationCompany does not offer any perquisites. The Corporation does reimburse relocation expenses including tax gross-ups, when applicable. This reimbursement isperquisites to its named executive officers. Further, named executive officers receive no incremental retirement benefits other than those offered to officers hired from a different location to encourage prospective executives to relocate forall employees of the Corporation’s benefit. —: Robert S. Silberman, the Corporation’sCompany’s Executive Chairman, has an employment agreement with the CorporationCompany 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 CorporationCompany or Mr. Silberman provided18inon April 24, 2014. Under the agreement, as amended, Mr. Silberman’s initial term of employment iswas for six years (ending on May 2, 2019), and is renewable thereafter for one yearone-year terms unless the CorporationCompany or Mr. Silberman provides notice otherwise. The amended agreement provides for a base salary of not less than $665,000 per annum (subject to annual increases for at least cost of living adjustments). Mr. Silberman is also eligible to receive a target non-equitycontract alsoagreement provides for the lump sum payment of three yearsyears’ base salary, three years of medical benefits, and immediate accelerated vesting of all previously granted restricted stock awards shall immediately vest.and option awards. (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.) The employment agreement also provides for a double triggerdouble-trigger change of control termination clause, wherein if Mr. Silberman’s terminationSilberman is either (i) terminated by the Company without cause within six months of the effective date of the change of control, or (ii) there occursis 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 to the same payments and benefits as he would be entitled to in aconnection with any other termination without cause, plus an amounta lump sum payment equal to three times the latest annual non-equity incentive compensation award paid to him prior to the event of termination. Mr. Silberman is not entitled to a gross-up payment for any excise taxes imposed on termination payments.Corporationagreement also contains covenants restricting Mr. Silberman from competing with the Company for six years after his termination of employment and requiring Mr. Silberman to keep the Company’s proprietary information confidential.(he did not previously have an employment agreement), and amended that agreement on April 24, 2014. Under the employment agreement, as amended, Mr. McDonnell’s term of employment iswas six years (ending on May 2, 2019) and is renewable thereafter for one yearone-year terms unless the CorporationCompany or Mr. McDonnell provides notice otherwise. Under the agreement, Mr. McDonnell will receivewas given a base salary of $665,000 per annum (subject to annual increases for at least cost of living adjustments). Mr. McDonnell is also eligible to receive a target non-equity incentive compensation amount of 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 equivalentequal to at least $2,000,000. 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 triggerdouble-trigger change of control termination clause identical toclause) in line with the clauseprovisions set forth in Mr. Silberman’s employment agreement, discussed above. and Deferred Compensation Plans —: The CorporationCompany 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 all eligible full-time and part-time U.S.-based employees of the Corporation ofCompany who are at least 21 years of age. The Corporation,Company, in its discretion, matches employee contributions up to a maximum authorized amount under the plan. In 2016,2022, the Corporation matchedCompany offered a 100% match on the first 2% of contribution, and a 50% match on the next 2% of employee deferrals up tothe contribution, for a maximumpotential Company match of 3% of the employee’s annual salary. The CorporationCompany 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 CorporationCompany 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 Corporation,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 CorporationCompany offers this plan to encourage stock ownership by its employees.2016 The Company does not currently provide executives with any supplemental or deferred retirement plans.20162022 compensation for the Chief Executive Officer and the NEOs.our named executive officers. Each component, and the overall compensation package, for named executive officers reflected the Corporation’sCompany’s philosophy of paying for performance based on corporate and personal achievements in 2016.As in years past and consistent with our pay policy and objectives, the salary for our Chief Executive Officer in 2016 was below the average of our peer companies. Likewise, salaries for otherOur named executive officers,19were at or below the midpoint. In 2016, Mr. McDonnell and except for Mr. Silberman, received their contractual increasesalary increases of approximately 3% in base2022, consistent with the Board approved average merit-based salary of 1.7%. This wasincreases for the first salary increase Mr. Silberman had received since 2008, and the first increase Mr. McDonnell had received since 2013,Company as each had previously declined their contractual salary increases. Absent those voluntary declinations, both executives’ salaries would have compounded significantly based on their contractual terms. Although the Committee noted its appreciation on behalf of stockholders for their forbearances, the Committee did not take into account the prior declinations in setting their base salaries.Compensation CommitteeBoard of Directors sets specific goals upon which it wouldwill evaluate pay-for-performancenon-equity incentive compensation in the upcoming year. ThoseThese goals are comprised of quantitative financial objectives, whichquantitative strategic objectives, and non-quantitative strategic objectives and strategic measures. In 2022, for the named executive officers, non-equity incentives were 100% based 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 for 75%60% of the pay-for-performanceperformance evaluation, quantitative strategic measures made up an additional 20%, and qualitative academicnon-quantitative strategic measures which accountaccounted for the remaining 25%20%. The Compensation Committee setsset a range of quantitative metricsfinancial metric performance thresholds for named executive officers which, if met, would yield a 100%target payout of non-equity incentive compensation, targets, a threshold rangelevel which would yield a payout at 50% payout,of target, and a maximum rangelevel that would yield a payout at 150% of target levels. Achievement of levels amongtarget. Actual performance between threshold, target, and maximum levels leads to a corresponding percentage of payout above or below the target. TargetThe (quantitative and non-quantitative) strategic measures comprise 40% of total target payout but if the average of the payout percentages calculated for each quantitative financial metric, up to the maximum goal, exceeds 100%, then meeting the strategic measures will yield a payout equal to 40% of the total target payout multiplied by the average of the payout percentages calculated for the CEO and Executive Chairmanquantitative measures.75%for the CEO and the Executive Chairman, 100% of base salary for the Chief Financial Officer, 50% of base salaryand 75% for the University’s President,General Counsel and 25%Chief Human Resources Officer.base salary for the Chief Accounting Officer.For 2016, the Compensation CommitteeDirectors set quantitative financial objectives for Revenue, EBIT,Operating Income, and Net IncomeEarnings per Share (“EPS”) (with each metric weighted equally at 25%20%); and qualitative academic and operational objectives (weighted also. In addition, for 2022, the Board of Directors established two quantitative strategic goals, each weighted at 25%)10%. The first quantitative strategic goal, reducing average Title IV funding per student, is important to include acquiring a software coding business, completing Strayer University’s accreditation self-study, adding Strayer University corporate/institutional partners, and maintaining academic and financial metricsthe Company’s long-term strategy to complyshift more of its education funding from U.S. backed Title IV to funding from employers, which aids compliance with Federal regulatory requirements such as cohort default rates and the 90/10 ratio.qualitative goals.strategic measures. The Compensation Committee determined that the Company outperformedachieved the Operating Income, EPS, and Revenue EBIT,targets, and Net Incomeachieved the strategic goals, which would be consistent with a payout at the “Threshold” level (50% payout), but did not fully achieve the “Target” level (100% payout). Accordingly, the Compensation Committee calculated the percentage of “Target” level achieved to determine the final payout level for each goal. As indicated in the chart below, Revenue was achieved at 92.6% of target; EBIT at 58.2% of target; and Net Income at 58%112% of target. Each of these components comprised 25% of total non-equity incentive compensation calculations. The Compensation Committee further determined that the Corporation met or exceeded all of its qualitative academic and operational objectives, including the successful acquisition of the New York Code and Design Academy, submitting the reaccreditation self-study in December of 2016, a cohort default rate of 11.3% (at the national average for all colleges and universities), and a 90/10 ratio of 73% for 2015. The satisfaction of these qualitative academic goals collectively comprised 25% of the pay-for-performance calculation. Mr. Jones, as the University President, also met all additional qualitative academic objectives as predetermined by the Corporation’s Board of Directors and Strayer University’s Board of Trustees.AlthoughHowever, the Committee appreciates that the Corporation’s overall financial performance depends on a number of regulatory and market factors,exercised its overarching philosophy of pay for performance and adherence to predetermined criteria dictates non-equity incentive compensation at below target payouts. By the same token, the Company’s exceptional performance on academic and compliance goals in the midst of an adverse regulatory environment indicates full credit (25%) for qualitative academic and operational metrics. Combining the performance on the quantitative and qualitative metrics, the calculated percentage of target was 77.2%, and the Compensation Committee exercised negative discretion to set performance-based compensation at 75% of target amounts.financial and academic goals for 2016,performance metrics and the calculations of the Compensation CommitteeCommittee’s calculations in making its pay-for-performance determinations for our CEONEOs:Measure Weight
50% Payout(a)
100% Payout(a)
150% Payout(a)
Results(a) 2022
Calculated
% of Target Weighted
Payout % Revenue (in thousands) 20% $ 1,040,000 $ 1,055,000 $ 1,070,000 $ 1,073,853 150% 30% Operating Income (in thousands) 20% $ 75,000 $ 90,000 $ 100,000 $ 89,830 99.4% 19.9% EPS 20% $ 2.15 $ 2.50 $ 2.80 $ 2.56 110.5% 22.1% Reduce Average TIV/SEI Student 10% — — — Achieved 100% 10% Reduce Real Estate Footprint 10% — — — Achieved 100% 10% Non-quantitative Strategic
Goals 20% — — — Achieved 100% 20% Total 100% 112.0% NEOs:
Payout
Payout
Payout
% of Target20payouts tonon-equity incentive compensation for the NEOs werewas as follows:
a Percentage of
Base Salary
Award
Opportunity
Award
% of Base Salary Annual
Target as
a Percentage
of
Base Salary 2022 Target
Award
Opportunity 2022
Achievement % 2022 Actual
Award 2022
Award
as % of
Base
Salary Robert S. Silberman 125% $ 975,000 100% $ 975,000 125% Karl McDonnell 125% $ 1,166,475 100% $ 1,166,475 125% Daniel W. Jackson 100% $ 557,000 100% $ 557,000 100% Lizette B. Herraiz 75% $ 354,000 100% $ 354,000 75% Christa E. Hokenson 75% $ 339,000 100% $ 339,000 75% CorporationCompany 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 Corporation 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 grant of equity for NEOs and at what level,receive grants based on the NEOsNEOs’ contributions to having achieved thosetowards achievement of corporate goals, coupled with the Corporation’sCompany’s desire to retain, motivate, and align the interests of those key executive officersNEOs with stockholders’ interest.2016, after2022, the Compensation Committee and Board evaluated the achievement of the previous fiscal year’s goals, (both the quantitative and qualitative goals were achieved at target)as well as each executive officer’s individual contributions thereto, in making determinations on named executive officer long-term incentive equity grants. The Board awarded Mr. McDonnell was awarded a performance-based restricted share equity grant at his contractual target levelwith a grant date fair value of $2,000,000, which vests in four years subject to the achievement of performance criteria established by the Compensation Committee. Also in February 2016,$3,360,000. Mr. Jones receivedSilberman was awarded a performance-based restricted share equity grant with a grant date fair value of $600,000,$2,880,000. Also in February 2022, Mr. Jackson received a performance-based restricted share equity grant with a grant date fair value of $500,000,$1,920,000, and Mr. AprahamianMs. Herraiz and Ms. Hokenson each received a performance-based restricted share equity grant with a grant date fair value of $150,000. $960,000.grants are allawards were based on the operating successes of 2021, including navigating a turnaround of performance basedgiven the continued impact of the COVID-19 pandemic on the universities in both the U.S. and Australia. The restricted shares have a 4-year cliff vest after four years subject to the achievement ofand contain robust performance criteriameasures as established by the Compensation Committee.Additionally, Mr. Silberman received a grant of deferred restricted stock units, with a value of $2,533,500 on the grant date. These restricted stock units do not vest until February 2019, and are subject to the achievement of performance criteria as established by the Compensation Committee. Further, delivery of any vested deferred restricted stock units will be deferred in accordance with Treasury Regulation section 1.409A-2(b)(7)(i).2016 consist of2022 included maintaining all required regulatory approvals and Strayer University’s regionalthe accreditation with the Middle States Commission on Higher Education. Given the regulatory environment in whichof both Strayer University operated,and Capella University, maintaining accreditation and regulatory approvals for Torrens University, and (1) ensuring that Strayer University and Capella University shall not have lost Title IV eligibility due to a breach of the 90/10 ratio requirement, and (2) maintaining the cohort default rates of both Strayer University and Capella University below the national average of proprietary institutions, for each of the fiscal years from 2021 through 2024. 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.criteria were both reasonably uncertain and of paramount importance to both the short-term and long-term viability of the Corporation. This regulatory environment has resulted in the Department of Education requiring various institutions of higher education to post significant letters of credit and to adopt heightened cash monitoring; accrediting agencies putting institutions on probation, and in some instances revoking accreditation; and the complete revocation of Title IV eligibility from some institutions. The performance criteria incentivized executive officers to ensure that the University’s ability to educate and our students’ ability to finance their education with federal funds are not jeopardized, even as regulatory risks increased for proprietary institutions of higher education. For the same reasons, as described in “Identification and Analysis of 2016 Compensation Programs,” the Compensation Committee in 2017 enhanced the performance criteria by adopting two additional metrics: (1) maintaining the University’s 90/10 percentage below 80%, and (2) maintaining the University’s cohort default rate below the national average of proprietary institutions.CorporationCompany has adopted a Recoupment Policy that requires each executive officer, as so designated under Rule 3b-7 of the Securities Exchange1934 Act, of 1934, as amended, to acknowledge and agree that any award, including all cash profit sharing compensation, non-equity incentive compensation or equity-based compensation, will be repaid should a “Triggering Event” occur. A Triggering Event is defined in the Recoupment Policy as a decision by the Audit Committee to effect an accounting restatement of the Corporation’sCompany’s previously published financial statements caused by material non-compliancenoncompliance by the Company with any financial reporting requirement due to fraud, misconduct, negligence,21and the three other highest compensated executive officers (other than the chief financial officer)officer, and certain other highly compensated employees (except for certain compensation that is “grandfathered” in accordance with the Tax Cuts and Jobs Act of 2017). Under those provisions, however, there isThe 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 limitation on the deductibility of “qualified performance-based compensation.” In general, the Corporation’s policy is to maximize the extent oflonger be tax deductibility of executive compensation under the provisions of Section 162(m) so long as doing so is compatible with its determination as to the most appropriate methods and approaches for the design and delivery of compensation to the Corporation’s executive officers.Corporation’sCompany’s named executive officers for the fiscal years ended December 31, 2014, 2015,2020, 2021, and 2016.Summary Compensation Table
Share(a)
Incentive Plan
Compensation(b)
Awards(c)
Compensation(d)____________ Year Salary
Incentive Plan
Compensation(a)
Awards(b)
Compensation(c) Total Robert S. Silberman,
Executive Chairman 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 2020 $ 754,000 $ 628,402 $ 3,000,000 $ 8,550 $ 4,390,952 Karl McDonnell,
Chief Executive
Officer & Director 2022 $ 933,180 $ 1,166,475 $ 3,360,000 $ 9,150 $ 5,468,805 2021 $ 906,000 $ 283,125 $ 5,000,000 $ 8,700 $ 6,197,825 2020 $ 880,000 $ 733,413 $ 3,000,000 $ — $ 4,613,413 Daniel W. Jackson,
Executive Vice President &
Chief Financial Officer 2022 $ 557,000 $ 557,000 $ 1,920,000 $ 9,150 $ 3,043,150 2021 $ 540,000 $ 135,000 $ 1,000,000 $ 8,700 $ 1,683,700 2020 $ 525,000 $ 350,038 $ 1,000,000 $ 8,550 $ 1,883,588 Lizette B. Herraiz
Senior Vice President & General Counsel 2022 $ 472,000 $ 354,000 $ 960,000 $ 9,150 $ 1,795,150 2021 $ 458,000 $ 85,875 $ 500,000 $ 8,700 $ 1,052,575 2020 $ 445,000 $ 222,524 $ 400,000 $ 8,550 $ 1,076,074 Christa E. Hokenson
Senior Vice President &
Chief Human Resources Officer 2022 $ 452,000 $ 339,000 $ 960,000 $ 9,150 $ 1,760,150 2021 $ 438,000 $ 54,750 $ 500,000 $ 8,700 $ 1,001,450 Cash Profit ShareNon-Equity Incentive compensation reported in this column was earned in fiscal years 20152022, 2021, and 20142020 and paid in fiscal years 20162023, 2022, and 2015,2021, respectively.(b) The Non-Equity Incentive Plan compensation reported in this column was earned in fiscal year 2016 and paid in fiscal year 2017. See “Non-Equity Incentive Plan Compensation” discussion above for additional detail.(c) the columns abovethis column reflect the grant date fair value determined based on the closing price of each award computedthe Company’s stock on the grant date in accordance with FASB ASC Topic 718. The value of any dividends paid by the CorporationCompany is assumed to be included in the grant date fair value of each award.(d) See “Supplemental Table” below for additional detail.(e) Mr. Jackson assumed the role of Executive Vice President and Chief Financial Officer effective March 1, 2015.(f) Mr. Jones was appointed Interim University President on March 16, 2015 and was appointed University President on June 26, 2015.(g) Mr. Aprahamian assumed the role of Chief Accounting Officer effective March 1, 2015.22In each of 2016, 2015, and 2014, All Other Compensation is comprised of the Corporation’s match of contributions to a 401(k) plan only. The table below sets forth this information by named executive officer forrepresents the fiscal years ended December 31, 2014, 2015, and 2016.Supplemental All Other Compensation Table
401(k) Match
Compensation23Corporation’sCompany’s named executive officers for the fiscal year ended December 31, 2016.Grants of Plan-Based Awards Table
equity incentive plan awards
Awards:
($)
($)
($)
Shares of
Stock or Units
(#)
Fair Value of
Stock Awards
($)
Chief Financial Officer
Chief Accounting Officer____________Name Grant
Date Estimated future payouts under
non-equity incentive plan awards All Stock
Awards:
Number of
Shares of
Stock or Units
(#)
Fair Value of
Stock Awards
($)(b) Vesting
Date Threshold
($) Target
($) Maximum
($) Robert S. Silberman,
Executive Chairman 2/24/22 57,542(a) 2,880,000 2/24/26 — 487,500 975,000 1,462,500 Karl McDonnell,
Chief Executive Officer & Director 2/24/22 67,133(a) 3,360,000 2/24/26 — 583,238 1,166,475 1,749,713 Daniel W. Jackson,
Executive Vice President & Chief Financial Officer 2/24/22 38,362(a) 1,920,000 2/24/26 — 278,500 557,000 835,500 Lizette B. Herraiz
Senior Vice President & General Counsel 2/24/22 19,181(a) 960,000 2/24/26 — 177,000 354,000 531,000 Christa E. Hokenson
Senior Vice President & Chief Human Resources Officer 2/24/22 19,181(a) 960,000 2/24/26 — 169,500 339,000 508,500 This awardunits vestsvest 100% on February 10, 2019,24, 2026, subject to satisfaction of certain performance criteria as discussed above in the “Equity-based Compensation.”Compensation” section. The Corporation’sclosing price of the Company’s common stock was $50.05 on the grant date of these awards.Name
Restricted Stock
Unit Award
Date Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
Value of
Shares of
Stock at
12/31/22
That Have Not
Vested
($)(e) Restricted Stock
Vesting Date Robert S. Silberman,
Executive Chairman 2/27/19 39,352 (a) 3,082,000 2/27/23 2/27/20 20,518(b) 1,607,000 2/27/24 2/25/21 55,267 (c) 4,329,000 2/25/25 2/24/22 57,542(d) 4,507,000 2/24/26 Karl McDonnell,
Chief Executive Officer & Director 2/27/19 39,352 (a) 3,082,000 2/27/23 2/27/20 20,518(b) 1,607,000 2/27/24 2/25/21 55,267 (c) 4,329,000 2/25/25 2/24/22 67,133(d) 5,258,000 2/24/26 Daniel W. Jackson,
Executive Vice President & Chief Financial Officer 2/27/19 7,871 (a) 616,000 2/27/23 2/27/20 6,840(b) 536,000 2/27/24 2/25/21 11,054 (c) 866,000 2/25/25 2/24/22 38,362(d) 3,005,000 2/24/26 Lizette B. Herraiz,
Senior Vice President & General Counsel 2/27/19 1,968 (a) 154,000 2/27/23 2/27/20 2,736(b) 214,000 2/27/24 2/25/21 5,527 (c) 433,000 2/25/25 2/24/22 19,181(d) 1,502,000 2/24/26 Christa E. Hokenson,
Senior Vice President & Chief Human Resources Officer 2/27/19 1,575 (a) 123,000 2/27/23 2/27/20 3,420(b) 268,000 2/27/24 2/25/21 5,527 (c) 433,000 2/25/25 2/24/22 19,181(d) 1,502,000 2/24/26 $50.67$127.06 on the grant date of this award.2, 2020, subject to satisfaction of certain performance criteria as discussed in “Equity-based Compensation.” The Corporation’s closing price of common stock was $50.67 on the date of these awards.(c) This award of restricted stock vests 100% on February 2, 2020. This award was originally time-based vesting only. However, recognizing that Mr. Aprahamian would be a Named Executive Office for 2016, on February 15, 2017 the restricted stock award was amended, with approval by the Compensation Committee and Mr. Aprahamian’s concurrence, to provide for the satisfaction of certain performance criteria for vesting as discussed in “Equity-based Compensation.”24Outstanding Equity Awards at Fiscal Year-EndThe following tables set forth outstanding option and stock awards of the Corporation’s named executive officers as of December 31, 2016.Outstanding Option Awards Table at Fiscal Year-End
Securities
Underlying
Unexercised
Options (#)
Exercisable
Grant
Date
Exercise
Price
($)
Full
Vesting
Date
Expiration
Date
of Stock
Options at
12/31/16
($)
Chief Accounting Officer____________(a) The Corporation’s closing stock price of $80.63 on December 31, 2016 was compared to the option exercise price of $51.95 to determine the market value of these stock options at December 31, 2016.25Outstanding Stock Awards Table at Fiscal Year-End
Stock/
Restricted Stock
Unit Award
Date
Shares or Units
of Stock That
Have Not Vested
(#)
Shares of Stock
at 12/31/16 That
Have Not Vested
($)
Vesting Date____________(a) This award of restricted stock units vests 100% on February 10, 2019, subject to the satisfaction of certain performance criteria. Originally awarded as restricted stock, the award was converted to restricted stock units in 2013, and the receipt of which is deferred until retirement or other termination of employment. In connection with his appointment as Executive Chairman, the Company modified the performance criteria of these restricted stock units to focus on academic accreditation and regulatory compliance.(b) This award of restricted stock units vests 100% on February 10, 2019,27, 2024, subject to the satisfaction of certain performance criteria. The Corporation’sCompany’s closing price of common stock was $50.67$146.22 on the grant date of these awards.vestedvest 100% on February 14, 2017. The Corporation’s closing price of common stock was $115.55 on the date of these awards.(d) This award of restricted stock vests 100% on May 2, 2017,25, 2025, subject to the satisfaction of certain performance criteria. The Corporation’sCompany’s closing price of common stock was $45.81$90.47 on the grant date of this award.(e) This awardthese awards.vestsvest 100% on May 6, 2018,February 24, 2026, subject to the satisfaction of certain performance criteria. The Corporation’sCompany’s closing price of common stock was $42.85$50.05 on the date of this award.(f) This award of restricted stock vests 100% on May 5, 2019, subject to the satisfaction of certain performance criteria. The Corporation’s closing price of common stock was $48.94 on thegrant date of these awards.(g) Thesevest 100%based on February 2, 2020, subject to the satisfaction of certain performance criteria. The Corporation’sCompany’s closing stock price of common stock was $50.67$78.32 on December 30, 2022.date of these awards.(h) These awardsshares of restricted stock vest 100% on February 12, 2018. Awardsthat vested during the fiscal year ended December 31, 2022 for Mr. McDonnelleach of the named executive officers and Mr. Jackson are subject to the satisfactionvalue realized upon the vesting of certain performance criteria. The Corporation’s closing price of common stock was $62.28 on the date of these awards.(i) These awards of restricted stock vest 100% on February 19, 2018. The Corporation’s closing price of common stock was $33.65 on the date of these awards.(j) These awards of restricted stock vest 100% on February 4, 2019. The Corporation’s closing price of common stock was $70.15 on the date of these awards.(k) This award of restricted stock vests 100% on February 2, 2020. The Corporation’s closing price of common stock was $50.67 on the date of these awards. This award was originally time-based vesting only. However, recognizing that Mr. Aprahamian would be a Named Executive Office for 2016, on February 15, 2017 the restricted stock award was amended, with approval by the Compensation Committee and Mr. Aprahamian’s concurrence, to provide for the satisfaction of certain performance criteria for vesting as discussed in “Equity-based Compensation.”26Option Exercises and Stock Vested Tablestock options or had stock awards vest during the fiscal year ended December 31, 2016.Name Number of
Shares
Acquired
On Vesting
(#) Realized
Value
On Vesting
($) Robert S. Silberman,
Executive Chairman 32,971 1,786,039 Karl McDonnell,
Chief Executive Officer & Director 32,971 1,786,039 Daniel W. Jackson,
Executive Vice President & Chief Financial Officer 10,990 595,328 Lizette B. Herraiz,
Senior Vice President & General Counsel 10,990 595,328 ��� Christa E. Hokenson
Senior Vice President & Chief Human Resources Officer 4,243 304,775 arewere 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 CorporationCompany without cause, he is entitled to receive a lump sum payment of three years’ salary, which would currently total $2.0approximately $2.3 million, and all restricted stock awards previously granted to him shall immediately vest. (Cause is defined in the contract as (i) the willful and continued failure to perform required duties not cured within thirty days of receiving written notice from the Company detailing such failure, (ii) engaging in willful misconduct which is materially injurious to the Company, (iii) a conviction or no-contest plea with respect to any felony, or (iv) a material breach of the employment agreement not cured within thirty days of receiving written notice from the Company of such breach.) If Mr. Silberman is terminated without cause within six months of a change of control, or there occursis a material reduction in his authority, function, duties, or responsibilities which causecauses his resignation within six months of a change of control, Mr. Silberman is entitled to receive a lump sum payment of three times his annual base salary plus three times his latest previous annual non-equity incentive compensation award actually paid. (A change inof control is defined in the contract as the acquisition of more than 50% of the voting stock of the CorporationCompany 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 Corporation,Company, election of a substantially different Board of Directors or approval by stockholders of a complete liquidation or dissolution of the Corporation.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 CorporationCompany for six years after his termination of employment and requiresrequiring Mr. Silberman to keep confidential the Corporation’sCompany’s proprietary information.CorporationCompany without cause, he is entitled to receive a lump sum payment of three years’ salary (which would currently total $2.0approximately $2.8 million), up to three years’ medical benefits, and all restricted stock awards shall immediately vest unless provided otherwisevest. (Cause is defined in the agreement applicable to such restricted awards.same manner as in Mr. Silberman’s employment agreement.) If Mr. McDonnell is terminated without cause within six months of a change ofin control, or there occursis a material reduction in his authority, function,causecauses his resignation within six months of a change ofin control, Mr. McDonnell is entitled to the same payments and benefits as in aany other termination without cause, plus three times his latest previous annual non-equity incentive compensation award actually paid. (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 CorporationCompany for six years after his termination of employment and requiresrequiring Mr. McDonnell to keep confidential the Corporation’sCompany’s proprietary information.For all named executive officers,information confidential.prior toin 2013 vest immediately upon the occurrence ofand thereafter contain a double-trigger change in control of the Corporation as defined in their respective stock option or restricted stock agreements. Change in controlvesting clause. That is, defined in substantially the same way as in Mr. Silberman’s contract. For any stock options and restricted awards made in 2013 and thereafter, the options and awards vest in connection with a change in control only if such change in control results in termination, defined as (1) termination of employment by the CorporationCompany without cause within six months of the effective date of the change in controlcontrol; or (2) the occurrence of a material reduction in the officers’ authority, functions, duties, or responsibilities which causes the executives’ resignation from the CorporationCompany within six months of the effective date of the change in control.valuationvalue attributable to the accelerated vesting of the acceleration that would have been made for stock-based awards had there beenresulting from a changetermination in control at the closing price of $80.63 of the Corporation’s common stock at December 31, 2016 is set forth below. Awards made prior to 2013 would accelerate with only a change in control, and those made after 2013 would accelerateconnection with a change in control plus a termination or constructive termination.27
Upon Vesting
Due to Change
in Control
($)
Upon Vesting
Due to Change
in Control with
Termination
($)Name Value Realized
Upon Vesting
Due to Change in
Control with
Termination
($) Robert S. Silberman 13,525,000 Karl McDonnell 14,276,000 Daniel W. Jackson 5,023,000 Lizette B. Herraiz 2,303,000 Christa E. Hokenson 2,326,000 Corporation’sCompany’s equity compensation plans as of December 31, 2016.2022. There are options and restricted stock units but no warrants existing under these plans.
as of December 31, 2016
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights
(a)
average exercise
price of
outstanding
options,
warrants and
rights
(b)
securities
remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column(a))
(c)____________Plan Category Number of
securities
to be issued upon
exercise of
outstanding
options, warrants
and rights
(a)
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 — $ — 925,063 Capella Education Company 2014 Equity Incentive
Plan 20,787 $ 66.40 Capella Education Company 2005 Stock Incentive Plan 2,512 $ 60.47 — Total 23,299 $ 65.76 925,063 coversexercise price does not reflect shares that will be issued upon the 100,000 stock options and not the 200,000vesting of outstanding restricted stock units.28of the Strayer Education, Inc. Board of Directors is currently composed of three directors — Messrs. WargoMs. Brogley (Chair), Brock and Milano.Mr. Johnson and Dr. McRobbie. Prior to May 3, 2016,April 27, 2022, the Compensation Committee was composedconsisted of Ms. Brogley and Messrs. Wargo (Chair), Brock,Johnson and Johnson. Between February 2, 2016, the date of the last Compensation Committee Report, and January 19, 2017, the Compensation Committee met twice.Corporation’sCompany’s Annual Report on Form 10-K and proxy statement.J. David Wargo,
Rita D. Brogley, ChairWilliam E. BrockTodd
Jerry Johnson
Dr. Michael A. MilanoStrayerStrategic Education, Inc. (the “Corporation”“Company”) Board of Directors is composed of three directors, Messrs. Waite (Chair), Grusky, and Slocum, all of whom are independent, as independence is defined under the NASDAQNasdaq Listing Standards and Rule 10A-3(b)(1) of the 1934 Act. For the year ended December 31, 2016,Mr. Fick served on the Audit Committee was composed of Messrs. Waite (Chair), Milano, and Grusky until May 3, 2016; Messrs. Waite (Chair), Milano and Wargoprior to his retirement from May 3, 2016 until October 25, 2016; and thereafterthe Board in September 2022. Mr. Grusky’s service on the Audit Committee was composed of Messrs. Waite (Chair), Fick, and Wargo.began in July 2022. 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.CorporationCompany is responsible for the preparation, presentation and integrity of the Corporation’sCompany’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.Corporation’sCompany’s annual financial statements, reviews of the Corporation’sCompany’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures.20162022 the Audit Committee met and held discussions with management sixfour times together with the 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 Corporation’sCompany’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 coveredrequired to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 16,Communications with Audit Committees.2016,2022, management conducted the documentation, testing and evaluation of the Corporation’sCompany’s system of internal control over financial reporting in response toaccordance 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 Corporation’sCompany’s internal control over financial reporting. The Audit Committee also reviewed the report of management contained in the Corporation’sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 20162022 filed with the SEC, as well as PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm (included in the Corporation’sCompany’s Annual Report on Form 10-K). This report of PricewaterhouseCoopers LLP related to its audit of (i) the consolidated financial statements and (ii) the29Corporation’sCompany’s efforts related to its internal control over financial reporting.Corporation’sCompany’s financial statements or the conduct of the annual audit.20162022 be included in the Corporation’s annual reportCompany’s Annual Report on Form 10-K for the year ended December 31, 2016,2022, filed with the SEC, and that PricewaterhouseCoopers LLP be retained as the Corporation’sCompany’s independent registered public accounting firm for the fiscal year 2017.
G. Thomas Waite, III, ChairNathaniel C. Fick
Robert Grusky
William J. David WargoCorporationCompany had no transactions with related parties during the fiscal year ended December 31, 20162022 that would need to be disclosed pursuant to Item 404 of Regulation S-K. The CorporationCompany 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 Corporation,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 Corporation.Company. Among the other circumstances that may be considered conflicts of interest, any engagement in a personal business transaction involving the CorporationCompany for profit or gain will be considered a conflict of interest requiring advance approval under the Code of Business Conduct. The Corporation’sCompany’s policy prohibiting conflict of interest activities is further described in the Code of Business Conduct.30Year
Compensation
Table Total
for PEO(1)
Actually
Paid to PEO(2)
Summary
Compensation
Table Total
for Non-PEO
NEOs(3)
Compensation
Actually
Paid
to Non-PEO
NEOs(4) Value of Initial
Fixed $100
Investment Based On:
Income
(Loss)(7)
Selected
Measure:
Revenue(8)
Shareholder
Return(5)
Total
Shareholder
Return(5)(6) 2022 $ 5,468,805 $ 10,041,112 $ 2,810,650 $ 4,730,500 $ 98.77 $ 110.75 $ 46,670,000 $ 1,073,853,000 2021 $ 6,197,825 $ 1,252,419 $ 2,442,544 $ 596,087 $ 70.78 $ 129.92 $ 55,087,000 $ 1,132,123,000 2020 $ 4,613,413 $ (1,795,185) $ 2,282,923 $ (158,031) $ 112.00 $ 175.60 $ 86,268,000 $ 1,004,272,000 2019 $ 7,417,025 $ 15,194,481 $ 2,824,594 $ 4,636,643(9) $ 182.10 $ 119.99 $ 81,138,000 $ 997,137,000 2018 $ 4,600,125 $ 8,877,542 $ 2,270,112 $ 4,271,918 $ 128.29 $ 116.04 $ (15,671,000) $ 473,740,000 Year Total from
Summary
Compensation
Table Stock Awards
Value from
Summary
Compensation
Table
Equity Award
Fair Value
Adjustment(a) Total 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 2018 $ 4,600,125 $ (3,000,000) $ 7,277,417 $ 8,877,542 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 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 2018 $ 3,739,571 $ 2,353,174 $ 975,487 $ 209,185 $ 7,277,417 Year Total from
Summary
Compensation
Table Stock Awards
Value from
Summary
Compensation
Table
Equity Award
Fair Value
Adjustment(a) Total 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 2018 $ 2,270,112 $ (1,250,000) $ 3,251,806 $ 4,271,918 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 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 2018 $ 1,558,136 $ 1,564,877 $ 462 $ 128,331 $ 3,251,806 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 Corporation’sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2017.2023. PricewaterhouseCoopers LLP hasand its predecessors have acted as the Corporation’sCompany’s independent registered public accounting firm since 1993, and the current PricewaterhouseCoopers LLP lead auditor for the fiscal year ended December 31, 2016.Company was appointed effective in the first quarter of 2023. Representatives of PricewaterhouseCoopers LLP are expected to be present atattend the virtual Annual Meeting and will have an opportunity to make a statement if they desire and to respond to appropriate questions.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.Corporation’sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2017.20152021 and 2016: 2021 2022 $ 2,668,500 $ 2,498,500 Audit-related fees — — 275,000 182,000 900 4,250 Total fees $ 2,944,400 $ 2,684,750 Corporation’sCompany’s independent registered public accounting firm. All of the services described above were pre-approved by the Corporation’sCompany’s Audit Committee.31 To attract and retain highly qualified and productive individuals,• To reward superior contribution to the long term performance of the Corporation,•accordingly.Corporation’sCompany’s executive compensation with the best interests of the CorporationCompany and its stockholders.Corporation’sCompany’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.322011,2017, with the majority voting to hold the advisory vote on executive compensation every year. The Board continues to believe that it is preferable to conduct an advisory vote on executive compensation every year for several reasons. First, we think that our owners should have a say in how our executives are paid. Second, as explained in the section entitled “Compensation Discussion and Analysis”, we encourage directors and officers to think like stockholders and focus on the long termlong-term value of the Corporation. Finally, we believe that stockholders should have a means of expressing their views on executive compensation other than the annual vote on the election of directors. Of course, please contact us whenever you have something, anything, on your mind about the CorporationCompany and not just when we hold a vote on a particular matter. Stockholders wanting to express their views to the Board should feel free to use the process put in place to assist such communications described under the caption “Stockholder Communication with Directors.“Governance Focus.”33Corporation’sCompany’s proxy materialmaterials for the 20182024 Annual Meeting of Stockholders must be received by the CorporationCompany no later than November 16, 201714, 2023 and must comply with all applicable SEC and other rules.Corporation’sCompany’s Bylaws, if a stockholder wishes to present an item of proper business at the 20182024 Annual Meeting of Stockholders (other than a proposal submitted for inclusion in the Corporation’sCompany’s proxy statement pursuant to SEC rules), the stockholder must give advance written notice to the Corporation’sCompany’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 16, 201714, 2023 and no later than December 16, 2017.15, 2023. Such notice must include all of the information required by the Corporation’sCompany’s Bylaws.Strayer
Attn: Daniel W. JacksonExecutive Vice PresidentLizette B. Herraiz
General Counsel & Chief Financial Officer
Secretary
2303 Dulles Station Boulevard
Herndon, Virginia 20171
(703) 561-1600CorporationCompany 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.34
(in thousands, except per share data) As Reported
(GAAP)
Liability
Adjustment(1)
of intangible
assets(2)
integration
costs(3)
costs(4)
from other
investments(5)
adjustments(6) As Adjusted
(Non-GAAP) Revenues $ 1,027,653 $ 11,296 $ — $ — $ — $ — $ — $ 1,038,949 Total costs and expenses $ 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 Operating margin 10.6% 20.3% Income before income taxes $ 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 Diluted earnings per share $ 3.77 $ 6.68 Weighted average diluted shares
outstanding 22,860 22,860
(in thousands, except per share data) As Adjusted
(Non-GAAP)
segment
revenue(1)
liability
adjustment(2)
costs and
expenses(3)
from other
investments(4)
adjustments(5)
stock
offering(6) Modified
(Non-GAAP) Revenues $ 1,038,949 $ (23,381) $ (11,296) $ — $ — $ — $ — $ 1,004,272 Total costs and expenses $ 827,892 $ — $ — $ (36,143) $ — $ — $ — $ 791,749 Income from operations $ 211,057 $ (23,381) $ (11,296) $ 36,143 — — — $ 212,523 Operating margin 20.3% 21.2% Income before income taxes $ 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 Diluted earnings per share $ 6.68 $ 7.03 Weighted average diluted shares
outstanding 22,860 (852) 22,008 ![[MISSING IMAGE: px_page01-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/px_page01-bw.jpg)
![[MISSING IMAGE: px_page02-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-23-031757/px_page02-bw.jpg)