What changed in this filing

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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-27 · 51 added, 48 removed, 230 unchanged (30% of the section changed)

1 unchanged sentence

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2023.

Based upon such review, the Chief Executive Officer and Chief Financial Officer have concluded that the Company had in place, as of December 31, 2022, effective controls and procedures designed to ensure that information required to be disclosed by the Company (including consolidated subsidiaries) in the reports it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.

Based upon such review, the Chief Executive Officer and Chief Financial Officer have concluded that the Company had in place, as of December 31, 2023, effective controls and procedures designed to ensure that information required to be disclosed by the Company (including consolidated subsidiaries) in the reports it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Other Information

Director and Officer Trading Arrangements

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

2 unchanged sentences

Name Age Position

Silberman 65 Executive Chairman

Silberman 66 Chairman

Beason 76 Director

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Casteen III 80 Presiding Lead Independent Director

Kevin Gilligan 68 Director

Dinh 56 Director

Grusky 66 Director

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Hokenson 53 Senior Vice President, Chief Human Resources Officer

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

He was Chairman of the Board from February 2003 to 2013 and Chief Executive Officer from March 2001 to 2013.

Silberman was named Executive Chairman of the Board in 2013.

Silberman has been a Director of the Company since March 2001 and serves as Chairman of the Board.

He previously served as Executive Chairman of the Board from 2013 to 2023 and as Chairman of the Board from February 2003 to 2013.

He was the Company’s Chief Executive Officer from March 2001 to 2013.

From 1995 to 2000, Mr.

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Casteen presently serves as the Presiding Lead Independent Director.

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 continued to serve as Vice Chairman of the Board until November 2022.

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.

Dinh has served as Special Advisor to Fox Corporation since January 2024.

He previously served as Chief Legal and Policy Officer of Fox Corporation, where he led all legal, regulatory and government affairs functions, from September 2018 to December 2023.

Before that, Mr.

Dinh was a partner at two leading law firms, Kirkland & Ellis LLP and Bancroft PLLC, the latter of which he founded.

Between 2009 and 2018, while in private practice, he also served as outside general counsel to the Company.

Dinh was a professor at Georgetown University Law Center for 20 years, and was appointed U.S.

Assistant Attorney General for Legal Policy from 2001 to 2003.

He previously served on the Boards of several public companies, including 21st Century Fox, Revlon, LPL Financial, and Scientific Games.

Dinh was born in Saigon, Vietnam and holds a bachelor’s degree in government and economics from Harvard College and a juris doctor from Harvard Law School.

Dinh joined the Board in September 2023.

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

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

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

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

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

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

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

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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.

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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.

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

McRobbie also serves on the Board of Directors of Torrens University of Australia.

A native of Australia, Dr.

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

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

Slocum was elected to the Board in April 2021 and serves on the Audit Committee and the Compensation 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 continued to serve as Vice Chairman of Capital International Fund until his retirement from that position in 2023.

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

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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.

Prior to that, he served as Controller beginning in 1993.

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

Thawley was elected to the Board of Directors of Torrens University in December 2023.

Thomas Waite, III , now retired, was the Treasurer and Chief Financial Officer of the Humane Society of the United States, a global animal protection organization, from 1997 to 2020.

He was employed as Controller of the Society beginning in 1993.

After serving 14 years as controller, and later asset manager, with local real estate firms in the Washington Metropolitan Area, he joined the National Housing Partnership as Director of Commercial Management in 1992.

Prior to this, he was engaged in the practice of public accounting with Main LaFrentz & Company (formerly affiliated with, and subsequently merged into, KPMG).

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 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.

He holds a bachelor’s degree in commerce (accounting concentration) from the University of Virginia and is a Certified Public Accountant, and a Chartered Global Management Accountant.

Waite’s leadership in the philanthropy and the nonprofit sector is indispensable in helping the Company fulfill its mission of providing quality education to working adults.

His experience as chief financial officer and public accountant brings to the Board a seasoned voice in matters of accounting and governance that is a tremendous asset to the Board and the committees on which he serves.

Executive Officers

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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,” and “Code of Ethics” contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2022.

Additional information responsive to this item is hereby incorporated by reference from the sections titled “Election of Directors,” “Board Leadership Structure,” and “Committee Membership” contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2023.

Executive Compensation

The information required by this Item is hereby incorporated by reference from the sections entitled “Compensation Discussion and Analysis” and the related tables and narrative thereto, “Director Compensation” and the related tables thereto, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” to be contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2022.

Security Ownership of Certain Beneficial Owners and Management

The information required by this Item is hereby incorporated by reference from the sections entitled “Compensation Discussion and Analysis” and the related tables and narrative thereto, “Director Compensation” and the related tables thereto, and “Compensation Committee Report” to be contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is hereby incorporated by reference from the section entitled “Beneficial Ownership of Common Stock” and “Securities Authorized for Issuance Under Equity Compensation Plans” to be contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2023.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is hereby incorporated by reference from the sections entitled “Board Structure” and “Certain Transactions with Related Parties” to be contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2022.

The information required by this Item is hereby incorporated by reference from the sections entitled “Board Leadership Structure” and “Certain Transactions with Related Parties” to be contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2023.

Principal Accounting Fees and Services

19 unchanged sentences

party thereto as subsidiary guarantors, Truist Bank, as Administrative Agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 5, 2020).

10.5 Fourth Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Amendment to Other Loan Documents, dated June 13, 2023, among Strategic Education, Inc., certain subsidiaries of Strategic Education Inc.

party thereto as subsidiary guarantors, and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.2 of the Company ’ s Quarterly Report on Form 10-Q filed with the Commission on July 27, 2023 ) .

10.6 Supplement and Joinder Agreement, dated as of July 2, 2015, among the Company, Strayer University, LLC, SunTrust Bank, as Administrative Agent, and other lenders party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Commission on July 8, 2015).

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

10.8† Amended and Restated Employment Agreement, dated as of April 2 6 , 20 23 , between Stra tegic Education, Inc.

and Robert S.

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).

Silberman (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10 - Q filed with the Commission on April 2 8 , 20 23 ).

10.9† Amended and Restated Employment Agreement, dated as of July 2 6 , 2 023 , between Strategic Education, Inc.

and Karl McDonnell (incorporated by reference to Exhibit 10.

3 of the Company’s Quarterly Report on Form 10 - Q filed with the Commission on July 2 7 , 20 23 ).

10.10† Strategic Education, Inc.

2 unchanged sentences

2018 Equity Compensation Plan (incorporated by reference to Exhibit A to the Company’s definitive proxy statement filed on March 14, 2022).

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).

10.12†* Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan .

10.13†* Form of Restricted Stock Award Agreement – Non-Employee Director – under the 2018 Equity Compensation Plan .

21.1* Subsidiaries of Registrant.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1* Strategic Education, Inc.

Recoupment Policy

101.INS* XBRL Instance Document

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† Denotes management contract or compensation plan or arrangement.

Item 10-K Summary

Form 10-K Summary

Not applicable.

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/s/ Robert S.

Silberman Executive Chairman February 27, 2023

Silberman Chairman February 29, 2024

/s/ Karl McDonnell Chief Executive Officer and Director February 29, 2024

9 unchanged sentences

Casteen, III Director February 29, 2024

Kevin Gilligan Director February 27, 2023

Kevin Gilligan

Dinh Director February 29, 2024

/s/ Robert R.

10 unchanged sentences

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