What changed in this filing

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Item 9A. Controls and Procedures

2025-02-27 compared with 2024-02-29 · 66 added, 50 removed, 231 unchanged (33% of the section changed)

26 unchanged sentences

Brogley 59 Director

Casteen III 80 Presiding Lead Independent Director

Dinh 56 Director

Casteen III 81 Director

Dinh 57 Presiding Lead Independent Director

Grusky 67 Director

2 unchanged sentences

McRobbie 74 Director

Sasse 53 Director

Slocum 47 Director

3 unchanged sentences

Jackson 50 Executive Vice President and Chief Financial Officer

Herraiz 49 Senior Vice President and General Counsel

Herraiz 50 Senior Vice President, Chief Legal Officer, and General Counsel

Hokenson 54 Senior Vice President, Chief Human Resources Officer

9 unchanged sentences

Department of Defense, including as Assistant Secretary of the Army.

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

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

He serves as Chairman of the Board of Directors of Par Pacific Holdings, Inc., 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.

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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.

She is also Chairwoman of the Strayer University Board of Trustees.

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.

Brogley is an experienced executive and entrepreneur in both early stage and large public companies.

From 2016 to 2019, Ms.

Brogley was the Head of Global Enterprise Partnerships for Facebook’s Messaging Platforms.

Prior to that, Ms.

Brogley served as President and CEO of MyBuys, a marketing technology company, from 2012 until its merger with Magnetic in 2015.

Brogley is a technology executive, entrepreneur, and consultant with experience spanning both early stage and public companies.

From 2016 to 2019, Ms.

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

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.

Brogley was the Head of Product Growth and Global Enterprise Partnerships for Facebook’s Messaging Platforms, where her team played a pivotal role in building and bringing WhatsApp for Business to market.

Prior to Facebook, Ms.

Brogley was the President and CEO of MyBuys, a marketing technology company, and the CEO of Amadesa, a technology provider of website testing and optimization software for ecommerce companies.

From 2000 to 2002, she served as the President and CEO of Moxi Digital, a digital home software and hardware company.

served as Director of Business Development and Marketing Europe for Microsoft and was a strategy and management consultant with Bain and Company.

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

Brogley served on the Board of Capella Education Company from 2014 until her appointment to the Board of Strategic Education, Inc.

1 unchanged sentence

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.

Brogley holds a bachelor’s degree in industrial engineering from Northwestern University and an MBA 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 courses in literature, cultural history, and public policy.

6 unchanged sentences

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.

Casteen has served on our Board since 2011, and is a member of the Compensation Committee of the Board.

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.

Casteen presently serves as the Presiding Lead Independent Director.

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

5 unchanged sentences

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.

He previously served on the Boards of several public companies, including Twenty-First Century Fox, Inc., Revlon, Inc., LPL Financial Holdings, Inc., and Scientific Games Corporation (now known as Light & Wonder, Inc.).

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.

Dinh is Chair of the Nominating Committee and presently serves as the Presiding Lead Independent Director.

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

23 unchanged sentences

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.

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.

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.

1 unchanged sentence

from Australian National University.

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.

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

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

Sasse has served as President Emeritus of the University of Florida in Gainesville, Florida, and professor at the University’s Hamilton Center, since August 2024.

He previously served as President of the University of Florida from February 2023 to July 2024 and as President of Midland University in Fremont, Nebraska from 2010 to 2014.

He has taught at Yale University, the University of Texas, and Midland University.

In addition to his academic career, Dr.

Sasse has served in several policymaking roles in the United States government, including in the Department of Health and Human Services and the Office of Legal Policy in the Department of Justice, and he served in the United States Senate from January 2015 to January 2023.

Sasse is a two-time New York Times national best-selling author.

Sasse earned a bachelor’s degree in government from Harvard University, a Master of Arts in liberal studies from St.

John’s College, and master’s and doctoral degrees in American history from Yale University.

Sasse was elected to the Board in April 2024, and serves on the Nominating Committee.

Slocum is a managing partner and founder of Presidio Gate Capital, an investment manager founded in 2024 and focused on strategic-block investing in the public- and private-equity markets.

Previously, Mr.

Slocum was an investment partner at Inclusive Capital Partners, from its founding in 2020 until 2024.

From 2022 to 2024, he served on the Board of Directors at Ingevity Corporation, including roles on the Sustainability and Safety Committee, as well as the Audit Committee.

Prior to Inclusive Capital Partners, he was a portfolio manager at Golden Gate Capital, which he joined in 2011.

Slocum led public-equity investments for the Golden Gate Capital Opportunity Fund and for the Emerald Gate Equities Portfolio, employing a concentrated, long-term approach across the firm’s industry verticals.

In addition to his portfolio management role, he served on Golden Gate Capital’s private-equity investment review committee, and on the board of managers and compensation committee of Williston Financial Group, a title insurance and real-estate technology company licensed in 49 states.

In addition to his portfolio management role, he served on Golden Gate Capital’s private-equity investment review committee, and on the Board of Managers of Williston Financial Group, a title insurance and real-estate technology company licensed in 49 states.

Prior to joining Golden Gate Capital, Mr.

Slocum worked as a vice president at ValueAct Capital Management.

Before ValueAct, Mr.

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

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

Slocum worked as a vice president at ValueAct Capital Management and Parthenon Capital after starting his career in strategy consulting at Bain & Company.

Slocum was elected to the Board in April of 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.

6 unchanged sentences

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 .

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

Thawley was elected to the Board of Directors of Torrens University in December 2023, and in February 2025, he was appointed Chancellor of Torrens University.

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 until January 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 served 14 years as controller and asset manager with local real estate firms in the Washington Metropolitan Area, before joining 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).

1 unchanged sentence

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.

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

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

Executive Officers

Jackson is Executive Vice President, Chief Financial Officer.

Jackson has been with the company since 2003 and has served as Senior Vice President of Finance, Regional Vice President of Operations, Director of Business Operations, Campus Director, and Manager of Financial Analysis.

Prior to joining Strayer, Mr.

Jackson has been with the company since 2003 and has served in his current role since March 2015.

Previously, he served as Senior Vice President of Finance, Regional Vice President of Operations, Director of Business Operations, Campus Director, and Manager of Financial Analysis.

joining Strayer, Mr.

Jackson was an Equity Research Associate with Legg Mason Wood Walker, and Director of Operations for Fairmont Schools, Inc.

Jackson holds a bachelor’s degree in international affairs from the University of Colorado at Boulder, and a master’s degree in business administration from Georgetown University.

Herraiz is Senior Vice President, General Counsel.

Herraiz has been with the Company since 2013.

Herraiz is Senior Vice President, Chief Legal Officer, and General Counsel.

Herraiz has been with the Company since 2013 and has served in her current role since July 2018.

She previously served as Deputy General Counsel of Strayer Education, Inc., and as General Counsel of Strayer University.

3 unchanged sentences

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.

Hokenson joined SEI in July 2018 in her current role 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 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.

Additional information responsive to this item is hereby incorporated by reference from the sections titled “Election of Directors,” “Board Leadership Structure,” “Committee Membership,” and “ Insider Trading Policy ” contained in the Company’s Proxy Statement, which will be filed no later than 120 days following December 31, 2024.

Executive Compensation

27 unchanged sentences

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 Fifth Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Amendment to Other Loan Documents, dated June 21, 2024, by and 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 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the Commission on July 31, 2024).

10.7 Sixth Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Amendment to Other Loan Documents, dated October 18, 2024, by and among Strategic Education, Inc., certain subsidiaries of Strategic Education, Inc.

10.8 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).

10.9 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).

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

10.10† Amended and Restated Employment Agreement, dated as of April 26, 2023, between Strategic Education, Inc.

and Robert S.

1 unchanged sentence

10.11† Amended and Restated Employment Agreement, dated as of July 26, 2023, 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 ).

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 27, 2023).

10.12† 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).

10.12†* 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 .

10.14† Form of Restricted Stock Award Agreement — Performance Based — under the 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10 .

1 2 of the Company’s Annual Report on Form 10-K filed with the Commission on February 2 9 , 202 4 ) .

10.15† Form of Restricted Stock Award Agreement – Non-Employee Director – under the 2018 Equity Compensation Plan (incorporated by reference to Exhibit 10.1 3 of the Company’s Annual Report on Form 10-K filed with the Commission on February 29, 2024).

14.1* Strategic Education, Inc.

Code of Business Conduct

21.1* Subsidiaries of Registrant.

8 unchanged sentences

97.1 Strategic Education, Inc.

Recoupment Policy

Recoupment Policy (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed with the Commission on February 29, 2024).

101.INS* XBRL Instance Document

41 unchanged sentences

McRobbie Director February 27, 2025

/s/ Benjamin E.

Sasse Director February 27, 2025

/s/ William J.

5 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