Strategic Education : 2025 Annual Report proxy

Published: 2025-03-10 17:04:18 ET STRA

STRATEGIC EDUCATION, INC.

2303 Dulles Station Boulevard

Herndon, Virginia 20171

(703) 561-1600

Dear Fellow Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Strategic Education, Inc. (the "Company"), to be held at 8:00 a.m. (ET) on Wednesday, April 23, 2025, via webcast. At this year's meeting, you will be asked:

This booklet includes the formal notice of the meeting and proxy statement. The proxy statement tells you about the agenda and procedures for the meeting. Importantly, it also describes how your Board of Directors operates, gives information about director candidates, and provides information about the Company, including our compensation practices.

Your vote is important. We encourage you to cast your vote over the Internet, by telephone, or by completing and returning the enclosed proxy card before the meeting so that your shares will be represented and voted at the meeting even if you cannot attend the virtual meeting.

We look forward to having you attend the virtual 2025 Annual Meeting of Stockholders.

Sincerely,

ROBERT S. SILBERMAN

Chairman of the Board

March 10, 2025

Attachment: Financial Summary

FINANCIAL SUMMARY

While all of our historical financial reports and SEC filings are available online, we know it is also helpful to owners to have basic financial and operating data at hand as they analyze material in the proxy statement. Below is selected financial data for the five years ended December 31, 2024. The financial summary provides key information on revenues, expenses, income, diluted earnings per share, and balance sheet strength, with dollar amounts in thousands, except per share data.(1)

2020

2021

2022

2023

2024

Revenues

1,027,653

1,131,686

1,065,480

1,132,924

1,219,930

Adjusted revenues(a)

1,004,272

1,135,332

1,065,480

1,132,924

1,219,930

Expenses

918,269

1,057,774

994,720

1,037,603

1,064,302

Adjusted expenses(a)

791,749

969,606

977,138

1,008,346

1,062,654

Income from operations

109,384

73,912

70,760

95,321

155,628

Adjusted income from operations(a)

212,523

165,726

88,342

124,578

157,276

Net income

86,268

55,087

46,670

69,791

112,684

Adjusted net income(a)

154,775

116,626

60,254

89,085

117,676

Diluted earnings per share

3.77

2.28

1.94

2.91

4.67

Adjusted diluted earnings per share(a) . . .

7.03

4.83

2.51

3.72

4.87

Cash, cash equivalents and marketable

securities

225,336

298,796

235,946

208,692

199,004

Total assets

2,295,807

2,305,880

2,161,747

2,125,213

2,049,735

Long-term debt

141,823

141,630

101,396

61,400

Total liabilities

547,488

591,890

525,957

472,695

387,236

Total stockholders' equity

1,748,319

1,713,990

1,635,790

1,652,518

1,662,499

Acquisition of Torrens University and Associated Assets in Australia and New Zealand

On November 3, 2020, the Company completed the acquisition of Torrens University and associated assets in Australia and New Zealand ("ANZ") from Laureate Education Inc., further diversifying the Company's portfolio and expanding operations internationally. ANZ includes Torrens University, Think Education, and Media Design School, which together provide diversified student curricula to approximately 19,000 students across five industry verticals, including business, hospitality, health, education, and

creative technology and design. The Company believes that ANZ represents an attractive portfolio of institutions with a similar focus on innovation, academic outcomes, improved affordability and career advancement as the Company. The Company also believes that ANZ provides an attractive platform for future growth, driven by Australia's position as an attractive education destination for international students.

Torrens University is the only federally recognized, investor funded university in Australia, offering undergraduate and graduate courses both online and on physical campuses. Think Education is a vocational registered training organization and accredited higher education provider in Australia, delivering educational programs through multiple colleges based at several campuses throughout Australia. Media Design School is a private tertiary institution delivering creative and technology design qualifications in New Zealand.

STRATEGIC EDUCATION, INC.

2303 Dulles Station Boulevard

Herndon, Virginia 20171

(703) 561-1600

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2025 Annual Meeting of Stockholders of Strategic Education, Inc. (the "Company"), will be held virtually via webcast on Wednesday, April 23, 2025, at 8:00 a.m. (ET) for the following purposes:

THIS NOTICE IS BEING SENT TO COMMON STOCKHOLDERS OF RECORD AS OF MARCH 3, 2025.

Voting Information - Attending the Annual Meeting Virtually.

Both stockholders of record and stockholders who hold their shares in "street name" will need to register to be able to attend the Annual Meeting by following the instructions below.

If you are a stockholder of record, you must:

If your shares are held in "street name," you must:

Voting Information - Voting at the Annual Meeting Virtually.

Whether or not you intend to attend the virtual meeting, we encourage you to cast your vote over the Internet, by telephone, or by completing and returning the previously distributed proxy card before the meeting so that your shares will be represented and voted at the meeting even if you cannot attend the virtual meeting. If you wish to vote your shares electronically at the Annual Meeting, you will need to visit www.AALvote.com/STRA during the meeting and registered holders will need the virtual control number included on the proxy card or notice of internet availability, and for shares held in street name you will need the virtual control number assigned in the registration confirmation email.

In our desire to ensure that the virtual meeting provides stockholders with a meaningful opportunity to participate, our stockholders will be able to ask questions of the Company's Board of Directors and management both at the time of registration and during the Annual Meeting. Stockholders may submit questions during the Annual Meeting by typing them in the question/chat section of the meeting screen. Questions relevant to meeting matters will be answered during the Annual Meeting, subject to time constraints and in accordance with the rules of conduct which will be posted on our Investor Relations page at www.strategiceducation.com. We will also post on our Investor Relations page responses to questions relevant to meeting matters that are not answered during the Annual Meeting due to time constraints.

We will have technicians available to assist you with any technical difficulties you may have accessing the Annual Meeting live audio webcast. Please be sure to check in by 7:30 a.m. (ET) on April 23, 2025, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast begins. If you encounter any difficulties accessing the Annual Meeting live audio webcast during the check-in or meeting time, please email [email protected] or call 866-612-8937.

By Order of the Board of Directors

Lizette B. Herraiz

Secretary

Herndon, Virginia

March 10, 2025

STRATEGIC EDUCATION, INC.

2303 Dulles Station Boulevard

Herndon, VA 20171

(703) 561-1600

PROXY STATEMENT

Annual Meeting of Stockholders

April 23, 2025

This proxy statement is being furnished to holders of the common stock of Strategic Education, Inc. (the "Company"), 2303 Dulles Station Boulevard, Herndon, Virginia 20171, in connection with the solicitation on behalf of the Board of Directors of the Company (the "Board") of proxies to be voted at the 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The Annual Meeting will be held at

8:00 a.m. (ET) on Wednesday, April 23, 2025, via webcast.

The cost of soliciting proxies will be borne by the Company. Copies of solicitation material may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of shares of the Company's common stock, and normal handling charges may be paid for such forwarding service. Solicitation of proxies may be made by the Company by mail or by personal interview, telephone and facsimile by directors, officers and other management employees of the Company, who will receive no additional compensation for their services. The Company has also retained Alliance Advisors, LLC to provide proxy solicitation services for a fee of approximately $16,000 plus reimbursement of its out-of-pocket expenses.

Any stockholder submitting a proxy pursuant to this solicitation may revoke it at any time prior to the Annual Meeting by giving written notice of such revocation to the Secretary of the Company at the Company's headquarters at 2303 Dulles Station Blvd., Herndon, Virginia 20171, providing a later dated proxy, or by attending the virtual meeting and voting virtually. Attending the Annual Meeting virtually will not

automatically revoke a stockholder's prior proxy.

We began making this proxy statement, the Notice of Annual Meeting of Stockholders and the enclosed proxy card available on or about March 10, 2025 to all stockholders entitled to vote. At the close of business on March 3, 2025, the record date for the Annual Meeting, there were 24,654,185 shares of the Company's common stock outstanding and entitled to vote at the meeting. Only common stockholders of record on March 3, 2025 will be entitled to vote, and each share will have one vote.

Voting Information

Alliance Advisors, LLC has been engaged as our independent agent to receive and tabulate votes at the Annual Meeting. A majority of the shares entitled to vote will constitute a quorum for purposes of the Annual Meeting. Under the Company's Bylaws, to be elected at the Annual Meeting, a nominee for election to the Board of Directors (Proposal 1) must receive a majority of the votes cast for his or her election at the Annual Meeting. Ratification of the appointment of the Company's independent registered public accounting firm (Proposal 2), approval of the advisory vote on the compensation of our named executive officers (Proposal 3), approval of the amendment to the Strategic Education, Inc. 2018 Equity Compensation Plan (Proposal 4), 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. 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 and 3 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.

You may cast your vote over the Internet, by telephone, or by completing and returning the enclosed proxy card. Proxies properly executed and received by the Company 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, and in favor of Proposals 2, 3, and 4. If a proxy indicates that all or a portion of the shares represented by such proxy are not being voted with respect to a particular proposal, such non-voted shares will not be considered present

and entitled to vote on such proposal, although such shares may be considered present and entitled to vote on other proposals and will count for the purpose of determining the presence of a quorum.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDERS MEETING TO BE HELD ON APRIL 23, 2025

The Notice of Annual Meeting, Proxy Statement and Annual Report are available free of charge at https://web.viewproxy.com/StrategicEducation/2025.

PROPOSAL 1

Election of Directors

We are requesting that the stockholders elect thirteen members to the Board of Directors at the Annual Meeting to serve until the 2026 Annual Meeting.

The Board of Directors has adopted a Majority Vote Policy for director elections. Under this policy, in the case of uncontested elections, each director is elected by a majority 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 at www.strategiceducation.com.

The Nominating Committee regularly performs an assessment of the skills, experience and perspectives needed on the Board to properly oversee management and protect the interests of long-term stockholders. To that end, 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, seven new independent directors have been appointed to the Board in the last seven years.

The Nominating Committee considers many factors when evaluating candidates for the Board. The most important are true independence, business savvy, a stockholder orientation, and genuine interest in the Company. By true independence we mean the willingness to challenge a forceful, talented CEO and management team even against the backdrop of their excellent track record. Candidates with this trait are both very valuable and hard to find - they are invariably of the highest character and integrity. Commercial or business savvy is also crucial - the combination of these is critical to ensure independent oversight of management. The Nominating Committee strives for the Board to be comprised of directors with a diversity of experience, expertise, and personal backgrounds. The Nominating Committee considers each 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 Company's shares.

The Nominating Committee also focuses on the prospective director's understanding that maintaining the high academic quality of the educational programs offered by the Company's subsidiaries, including two U.S.-based accredited institutions, Strayer University and Capella University, as well as the Company's more recently acquired Australia-based Torrens University, is central to maintaining and growing the Company's value. It is perhaps obvious, though worth noting, that the criteria for service on the Boards of Trustees of Strayer University and Capella University, and on the Board of Directors of Torrens University, while sharing some of the same criteria as the Company's Board, are different, and that it is important to have some individuals who can serve on both the 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.

In considering candidates for the Board, the Nominating Committee considers the entirety of each candidate's credentials and does not have any specific minimum qualifications that must be met. However, the Nominating Committee does believe that all members of the Board should have the highest character and integrity; a track record of working constructively with others; sufficient time to devote to Board matters; and no conflict of interest that would interfere with performance as a director. In addition, the Nominating Committee believes that the ability of individual Board members to work constructively together is a key element of Board effectiveness. The outcome of our director nomination process is a suite of directors who contribute varied expertise and experience, as well as diversity of experience, backgrounds, and perspectives.

The Nominating Committee will consider recommendations from common stockholders that are submitted in writing to the Company, provided that such common stockholders (i) beneficially own more

than 5% of the Company's common stock or (ii) have beneficially owned more than 1% of the Company's common stock for at least one year. Stockholders meeting such criteria may recommend candidates for consideration by the Nominating Committee by writing to Ms. Lizette B. Herraiz, Corporate Secretary, Strategic 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.

Once it has been determined that a candidate meets the Board's initial criteria, there is a selection process which may include, but not be limited to, background and reference checks and interviews with not only the Nominating Committee but other Board members, executive management and other professionals such as the Company'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 Company must also comply with the Company's Bylaws regarding stockholder proposals and nominations. See "Stockholder Proposals and Nominations" contained in this proxy statement.

The Board of Directors recommends that stockholders vote "For" the nominees listed below. The following table and text presents information as of the date of this proxy statement concerning persons nominated for election as directors of the Company.

Nominees for Directors

Independent

Year first

Board

Director/

elected to

Name/Title

Age

Committees

Nominee

Strategic Board

Robert S. Silberman,

2001

Chairman

Viet D. Dinh,(a)

Nominating (Chair)

✓

2023

Director

Dr. Charlotte F. Beason,

Nominating

✓

1996

Director

Rita D. Brogley,

Compensation (Chair)

✓

2018

Director

Gregory W. Cappelli,(b)

✓

N/A

Nominee for Director

Robert R. Grusky,

Nominating

✓

2001

Director

Jerry L. Johnson,

Audit*

✓

2021

Director

Karl McDonnell,

2011

Chief Executive Officer & Director

Dr. Michael A. McRobbie,

Compensation

✓

2021

Director

William J. Slocum,

Audit*, Compensation

✓

2021

Director

Dr. Benjamin E. Sasse,

Nominating

✓

2024

Director

Michael J. Thawley,

Audit

✓

2022

Director

G. Thomas Waite, III,

Audit (Chair)*

✓

1996

Director

Disclaimer

SEI - Strategic Education Inc. published this content on March 10, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 10, 2025 at 21:03:43.433.