What changed in this filing

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Item 9A. Controls and Procedures

2023-02-27 compared with 2022-02-28 · 70 added, 81 removed, 208 unchanged (42% of the section changed)

22 unchanged sentences

Silberman 65 Executive Chairman

Kevin Gilligan 67 Vice Chairman, Presiding Lead Director

Beason 75 Director

Brogley 57 Director

Casteen III 78 Director

Fick 44 Director

Casteen III 79 Presiding Lead Independent Director

Kevin Gilligan 68 Director

Grusky 65 Director

3 unchanged sentences

Slocum 45 Director

Thawley 72 Director

Thomas Waite, III 71 Director

2 unchanged sentences

Herraiz 48 Senior Vice President and General Counsel

Hokenson 51 Senior Vice President, Chief Human Resources Officer & Chief Diversity Officer

Hokenson 52 Senior Vice President, Chief Human Resources Officer

Silberman has been a Director of the Company since March 2001.

9 unchanged sentences

Since 2014, he has served as a Managing Director of Equity Group Investments.

He also serves as the Chairman of the Board of Directors of Par Pacific Holdings, and previously served on the Board of Twenty-First Century Fox, Inc.

from 2013 to 2019, and on the Board of Covanta Holding Company from 2014 to 2021.

He also serves as the Chairman of the Board of Directors of Par Pacific Holdings, and served on the Board of Directors of Twenty-First Century Fox, Inc.

from 2013 to 2019 and as lead director of the Board of Covanta Holding Company from 2016 to 2021.

He is a member of the Council on Foreign Relations.

Silberman holds a bachelor’s degree in history from Dartmouth College and a master’s degree in international policy from The Johns Hopkins University.

Kevin Gilligan served as the Chief Executive Officer and a member of the Board of Directors of Capella Education Company beginning in March 2009, and was appointed the Chairman of the Board of Capella Education Company in February 2010, positions he held until being appointed as Executive Vice Chairman of the Board of Strategic Education, Inc.

on August 1, 2018.

Gilligan resigned as an executive of the Company on August 1, 2019 and continues to serve as Vice Chairman of the Board.

Gilligan is a member of the board of directors for Graco Inc., a publicly held manufacturer and supplier of fluid handling equipment, and from September 2004 until February 2009 was a member of the board for ADC Telecommunications, Inc., a publicly held global supplier of network infrastructure.

Gilligan was previously the Chief Executive Officer of United Subcontractors, Inc., a nationwide construction services company, from 2004 until February 2009.

From 2001 to 2004, Mr.

Gilligan served as President and Chief Executive Officer of the Automation and Control Solutions Group of Honeywell International, a diversified technology and manufacturing company.

From 2000 to 2001, Mr.

Gilligan served as President of the Home and Building Control Division of Honeywell International.

Gilligan also served as President of the Solutions and Services Division of Honeywell International from 1997 to 1999 and as Vice President and General Manager of the North American Region of the Home and Building Control Division from 1994 to 1997.

Gilligan holds a bachelor’s degree in economics from Boston College.

Gilligan currently serves as the Presiding Lead Director.

Beason is a consultant in education and health care administration.

4 unchanged sentences

Beason was with the Department of Veterans Affairs, first as Director of Health Professions Education Service and the Health Professional Scholarship Program, and then as Program Director, Office of Nursing Services.

Beason has served on the Board since 1996 and is a member of the Nominating Committee.

Beason has served on our Board since 1996 and is a member of the Nominating Committee.

She is also Chairwoman of the Strayer University Board of Trustees, and serves on the Board of Trustees of Berea College.

7 unchanged sentences

Brogley was the CEO of Amadesa, a technology provider of website testing and optimization, and from 2000 to 2002, she served as the President and CEO of Moxi Digital, a digital home software and hardware company.

Brogley served as Director of Business Development and Marketing Europe for Microsoft TV from 1997 to 2000 and was a management consultant with Bain and Company from 1995 to 1997.

Brogley served as Director of Business Development and Marketing Europe for Microsoft TV from

1997 to 2000 and was a management consultant with Bain and Company from 1995 to 1997.

Brogley presently serves on the Board of Trinity Health, a healthcare system with headquarters in Michigan, and is the Chair of its Audit Committee, and on the Board of Narvar, Inc.

1 unchanged sentence

on August 1, 2018.

She is the Chair of the Compensation Committee.

She is the Chair of the Compensation Committee of the Board.

Brogley holds a bachelor’s degree in industrial engineering from Northwestern University and a master’s degree in business administration from the Harvard Business School.

Casteen III is the President Emeritus and a retired University Professor and Professor of English at the University of Virginia, where he taught literature, cultural history, and public policy.

Casteen III is the President Emeritus and a retired University Professor and Professor of English at the University of Virginia, where he taught courses in literature, cultural history, and public policy.

He served as President of the University of Virginia from 1990 through 2010.

2 unchanged sentences

Casteen served as the Secretary of Education for the Commonwealth of Virginia.

Casteen is on the board of directors of Altria Group, Inc.

Casteen is also director of a number of charitable and privately-held business entities, including ECHO 360.

He has chaired the boards of both the College Entrance Examination Board and the Association of American Universities.

Casteen served on the board of directors of Altria Group, Inc.

from 2010 to 2022.

Casteen has been a member of the Board since 2011, and is the Chair of the Nominating Committee of the Board.

1 unchanged sentence

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.

Fick has led Elastic NV's information security business as the General Manager of Elastic Security since 2019.

Previously, he was CEO of Endgame from 2012 through its acquisition by Elastic (NYSE:

ESTC) in 2019.

He also led Endgame’s professional services business through its acquisition by Accenture in 2017.

Fick spent nearly a decade as an operating partner at Bessemer Venture Partners, where he worked with management teams to build durable businesses.

Fick writes and speaks regularly on entrepreneurship, leadership, corporate governance, and technology issues, and his commentary has been featured in the New York Times , Washington Post , Bloomberg, CNBC, NPR and CNN.

He was named by Fast Company magazine as one of the “100 Most Creative People in Business” and Endgame was selected by Forbes as one of the “100 Best Cloud Companies in the World.” Mr.

Fick started his career as a Marine Corps infantry and reconnaissance officer, including combat tours in Afghanistan and Iraq.

His book about that experience, One Bullet Away , was a New York Times bestseller, a Washington Post "Best Book of the Year," and one of the Military Times ' "Best Military Books of the Decade." Mr.

Fick graduated with high honors in Classics from Dartmouth College and holds an MPA from the Harvard Kennedy School and MBA from the Harvard Business School.

He serves as a Trustee of Dartmouth, and as a member of the Military and Veterans Advisory Council at JPMorgan Chase & Co.

Fick was elected to the Board in 2016, and serves as the Chair of the Audit Committee.

Casteen presently serves as the Presiding Lead Independent Director.

on August 1, 2018.

Gilligan resigned as an executive of the Company on August 1, 2019 and continued to serve as Vice Chairman of the Board until November 2022.

Gilligan was previously the Chief Executive Officer of United Subcontractors, Inc., a nationwide construction services company, from 2004 until February 2009.

From 2001 to 2004, Mr.

Gilligan served as President and Chief Executive Officer of the Automation and Control Solutions Group of Honeywell International, a diversified technology and manufacturing company.

From 2000 to 2001, Mr.

Gilligan served as President of the Home and Building Control Division of Honeywell International.

Gilligan holds a bachelor’s degree in economics from Boston College.

Grusky is the Founder and has been the Managing Member of Hope Capital Management, LLC, an investment manager, since 2000.

He co-founded New Mountain Capital, LLC, a private equity firm, in 2000, was a Principal and Member from 2000 to 2005, was a Senior Advisor from 2005 to 2019, and has served on the Executive Leadership Council since then.

He co-founded New Mountain Capital, LLC, a private equity firm, in 2000, was a Principal and Member from 2000 to 2005, and a Senior Advisor from 2005 to 2019, and has served as a member of the Executive Leadership Council since then.

From 1998 to 2000, Mr.

3 unchanged sentences

He also serves on the Board of Directors of AutoNation, Inc.

Grusky has served on the Board since 2001, and is on the Nominating Committee.

He holds a bachelor’s degree in history from Union College and a master’s degree in business administration from Harvard University.

Johnson currently serves as a Partner at the Halifax Group, a private investment company, having worked with Halifax Group as an Operating Executive since 2020.

Johnson was previously Senior Vice President of Strategy, Corporate Development and Investor Relations at EnPro Industries, a manufacturer of proprietary engineered products, from 2020 until joining the Halifax Group.

Grusky has served on our Board since 2001, and is on the Audit Committee.

He holds a bachelor’s degree in history from Union College and an MBA from Harvard Business School.

Johnson currently serves as a Partner at the Halifax Group, a private investment company, and has worked with Halifax Group as an Operating Executive since 2020.

Johnson was previously Senior Vice President of Strategy, Corporate Development and Investor Relations at EnPro Industries, a manufacturer of proprietary engineered products.

Johnson is a founding member and previously served as a Partner at RLJ Equity Partners since 2007.

2 unchanged sentences

Johnson graduated from the University of Tennessee with a bachelor’s degree in chemical engineering, holds an MBA from Harvard Business School, and serves on The Council of Foreign Relations.

Johnson was elected to the Board on November 3, 2020, with service beginning on January 4, 2021, and serves on the Compensation Committee.

Johnson has served on our Board since January 2021, and serves on the Compensation Committee.

Karl McDonnell was named Chief Executive Officer of the Company in May 2013, and served as President and Chief Operating Officer from 2006 to 2013.

3 unchanged sentences

McDonnell has held senior management positions with several Fortune 100 companies, including The Walt Disney Company.

McDonnell has served on the Board since 2011.

McDonnell has served

on the Board since 2011.

McDonnell holds a bachelor’s degree from Virginia Wesleyan College and a master’s degree in business administration from Duke University.

1 unchanged sentence

He previously served as the 18th President of IU, one of the largest universities in the U.S., from July 1, 2007 until his retirement on June 30, 2021.

McRobbie served as a vice chair of the board of directors of Indiana University Health system until his retirement from IU, and is on the executive committee of the board of OneAmerica, a private mutual insurance company.

McRobbie joined the Board in July of 2021.

McRobbie served as a vice chair of the board of directors of Indiana University Health System until his retirement from IU.

McRobbie joined the Board in July of 2021 and serves on the Compensation Committee.

A native of Australia, Dr.

2 unchanged sentences

Slocum is a partner of Inclusive Capital Partners, L.P., an investment manager founded in 2020 focused on companies solving environmental and social challenges through for-profit business models.

Slocum has served as a director of Ingevity Corporation since 2022.

Previously, he was a portfolio manager at Golden Gate Capital, which he joined in 2011.

5 unchanged sentences

Slocum worked in private equity at Parthenon Capital Partners and in strategy consulting at Bain & Company.

Slocum was first elected to the Board at the 2021 Annual Meeting of Stockholders, and serves on the Audit Committee.

Slocum was elected to the Board in April 2021 and serves on the Audit Committee.

Slocum earned a BA in economics and graduated magna cum laude from Williams College, where he was inducted into Phi Beta Kappa, and he earned an MBA, with distinction, from Harvard Business School.

Thawley most recently served as Vice Chairman of Capital Group International, part of Capital Group Companies, which is a fund management company with over $2 trillion under active management, having retired from that position on August 31, 2022.

He continues to serve as Vice Chairman of Capital International Fund.

He previously held several senior positions in the Australian government, including Secretary of the Department of the Prime Minister and Cabinet from 2014 through 2016.

He served as Australia’s ambassador to the United States from 2000 to 2005.

Thawley entered the Australian foreign service in 1972 and served at embassies throughout the world.

Thawley was born in London and was educated at Australian National University and Surrey University.

He was appointed an officer in the Order of Australia in 2006 for services advancing Australia’s strategic and economic interests.

He has served on the Board since September 2022 and serves on the Nominating Committee .

Thomas Waite, III , now retired, was the Treasurer and Chief Financial Officer of the Humane Society of the United States from 1997 until January 2020.

1 unchanged sentence

Waite was the Director of Commercial Management of The National Housing Partnership.

Waite has served on the Board since 1996, is a member of the Audit Committee and the Compensation Committee, and is a former member of the Strayer University Board of Trustees.

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.

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.

Waite is a leader in philanthropy and the non-profit sector, which is the Company’s indispensable partner in fulfilling our mission of providing quality education to working adults.

Waite has extensive experience as a leader in philanthropy and the non-profit sector, which is the Company’s indispensable partner in fulfilling our mission of providing quality education to working adults.

Executive Officers

10 unchanged sentences

Herraiz earned a Bachelor of Arts in Government from the University of Virginia, and her Juris Doctor from the George Mason University School of Law.

Hokenson i s Senior Vice President, Chief Human Resources Officer & Chief Diversity Officer.

Hokenson i s Senior Vice President, Chief Human Resources Officer.

Hokenson joined SEI in 2018 and brings more than 20 years of experience in business leadership, organizational consulting, and HR strategy.

Previously, Ms.

Hokenson was Managing Director and Chief Human Resources Officer at ProShares from 2012 to 2018, and held HR leadership positions at Capital One in both Europe and the U.S.

Hokenson was Managing Director and Chief Human Resources Officer at ProShares from 2012 to 2018, and held HR

leadership positions at Capital One in both Europe and the U.S.

She earned a Bachelor of Arts degree from The College of William & Mary.

Additional information responsive to this item is hereby incorporated by reference from the sections titled “Election of Directors,” “Board Structure,” “Code of Ethics” and “Delinquent Section 16(a) Reports” contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2021.

Additional information responsive to this item is hereby incorporated by reference from the sections titled “Election of Directors,” “Board Structure,” and “Code of Ethics” contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2022.

Executive Compensation

16 unchanged sentences

3.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Commission on August 1, 2018).

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Quarter ly Report on Form 10-Q f iled with the Commission on July 29 , 20 2 1 ).

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 29, 2021).

4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.01 of Amendment No.

3 to the Company’s Registration Statement on Form S-1 (File No.

333-3967) filed with the Commission on July 16, 1996).

3 to the Company’s Registration Statement on Form S-1 filed with the Commission on July 16, 1996).

4.2 Description of the Company's securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K filed with the Commission on March 2, 2020).

6 unchanged sentences

10.6 Supplement Agreement, dated August 10, 2020, among the Company, certain of its subsidiaries party thereto as subsidiary loan parties, Truist Bank, as administrative agent, and Truist Bank and Bank of America, N.A., as lenders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on August 10, 2020).

10.7† Employment Agreement, dated as of April 6, 2001, between Strayer Education, Inc.

10.7† Amended and Restated Employment Agreement, dated as of April 24, 2014, between Strayer Education, Inc.

and Robert S.

Silberman (incorporated by reference to Exhibit 10.03 of the Company’s Annual Report on Form 10-K (File No.

000-21039) filed with the Commission on March 28, 2002).

10.8† Transition Agreement, dated as of October 29, 2017, between Capella Education Company and J.

Kevin Gilligan (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No.

000-21039) filed with the Commission on November 8, 2018).

10.9† Strayer Education, Inc.

2015 Equity Compensation Plan (incorporated by reference to Exhibit A to the Company’s definitive proxy statement filed on March 13, 2015).

10.10† Form of Restricted Stock Award Agreement — Time Based — under the 2015 Equity Compensation Plan (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed with the Commission on May 5, 2015).

Silberman (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Commission on April 24, 2014).

10.8† Amended and Restated Employment Agreement, dated as of April 24, 2014, between Strayer Education, Inc.

and Karl McDonnell (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on April 24, 2014).

10.9† Strategic Education, Inc.

2018 Equity Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the Commission on November 8, 2018).

10.12† Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K (File No.

000-21039) filed with the Commission on March 1, 2019).

10.13† Form of Restricted Stock Award Agreement – Non-Employee Director – under the 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K (File No.

000-21039) filed with the Commission on March 1, 2019).

10.14† Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan (2021) (incorporated by reference to Exhibit 10.16 of the Company's Annual Report on Form 1 0-K (File No.

000-21039 ) filed with the Commission on March 1 , 202 1) .

10.15† Form of Restricted Stock Award Agreement – Non-Employee Director – under the 2018 Equity Compensation Plan (2021) (incorporated by reference to Exhibit 10.17 of the Company's Annual Report on Form 10-K (File No.

000-21039) file d with the Commission on March 1, 2021) .

10.16† Capella Education Company 2014 Equity Incentive Plan (incorporated by reference to Exhibit A to Capella Education Company’s definitive Proxy Statement (File No.

1-33140) for its 2014 annual meeting of shareholders filed with the Commission on March 24, 2014).

10.17† Form of Restricted Stock Award Agreement – Non-Employee Director – under the Capella Education Company 2014 Equity Compensation Plan (incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K (File No.

000-21039) filed with the Commission on March 1, 2019).

10.18† Form of Restricted Stock Award Agreement — Non-Employee Director — under the Capella Education Company 2014 Equity Compensation Plan (2021) (incorporated by reference to Exhibit 10.22 of t he Company's Annual Report on Form 10-K (File No.

000-21039) filed with the Commission on March 1, 2021) .

10.10† First Amendment to the Strategic Education, Inc.

2018 Equity Compensation Plan (incorporated by reference to Exhibit A to the Company’s definitive proxy statement filed on March 1 4 , 20 22 ).

10.11† Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K filed with the Commission on March 1, 2019).

10.12† Form of Restricted Stock Award Agreement – Non-Employee Director – under the 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed with the Commission on March 1, 2019).

10.13† Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan (2021) (incorporated by reference to Exhibit 10.16 of the Company ’ s Annual Report on Form 10-K filed with the Commission on March 1, 2021).

10.14† Form of Restricted Stock Award Agreement – Non-Employee Director – under the 2018 Equity Compensation Plan (2021) (incorporated by reference to Exhibit 10.17 of the Company ’ s Annual Report on Form 10-K filed with the Commission on March 1, 2021).

10.15† Capella Education Company 2014 Equity Incentive Plan (incorporated by reference to Exhibit A to Capella Education Company’s definitive p roxy s tatement for its 2014 annual meeting of shareholders filed with the Commission on March 24, 2014).

10.16† Form of Restricted Stock Award Agreement – Non-Employee Director – under the Capella Education Company 2014 Equity Compensation Plan (incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K filed with the Commission on March 1, 2019).

10.17† Form of Restricted Stock Award Agreement — Non-Employee Director — under the Capella Education Company 2014 Equity Compensation Plan (2021) (incorporated by reference to Exhibit 10.22 of the Company ’ s Annual Report on Form 10-K filed with the Commission on March 1, 2021).

21.1* Subsidiaries of Registrant.

33 unchanged sentences

Silberman Executive Chairman February 27, 2023

Kevin Gilligan Vice Chairman February 28, 2022

Kevin Gilligan

/s/ Karl McDonnell Chief Executive Officer and Director February 27, 2023

9 unchanged sentences

Casteen, III Director February 27, 2023

/s/ Nathaniel C.

Fick Director February 28, 2022

Kevin Gilligan Director February 27, 2023

Kevin Gilligan

/s/ Robert R.

5 unchanged sentences

Slocum Director February 27, 2023

/s/ Michael J.

Thawley Director February 27, 2023

Thomas Waite, III Director February 27, 2023

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures